Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2016 | Aug. 19, 2016 | Dec. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | PREMIER, INC. | ||
Entity Central Index Key | 1,577,916 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,537.3 | ||
Class A Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 47,394,515 | ||
Class B Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 94,809,069 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Assets | ||
Cash and cash equivalents | $ 248,817 | $ 146,522 |
Marketable securities | 17,759 | 240,667 |
Accounts receivable (net of $1,981 and $1,153 allowance for doubtful accounts, respectively) | 144,424 | 99,120 |
Inventory | 29,121 | 33,058 |
Prepaid expenses and other current assets | 19,646 | 22,353 |
Due from related parties | 3,123 | 3,444 |
Total current assets | 462,890 | 545,164 |
Marketable securities | 30,130 | 174,745 |
Property and equipment (net of $265,751 and $220,685 accumulated depreciation, respectively) | 174,080 | 147,625 |
Intangible assets (net of $50,870 and $17,815 accumulated amortization, respectively) | 158,217 | 38,669 |
Goodwill | 537,962 | 215,645 |
Deferred income tax assets | 422,849 | 353,723 |
Deferred compensation plan assets | 39,965 | 37,483 |
Other assets | 29,290 | 17,137 |
Total assets | 1,855,383 | 1,530,191 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 46,003 | 37,634 |
Accrued expenses | 56,774 | 41,261 |
Revenue share obligations | 63,603 | 59,259 |
Limited partners' distribution payable | 22,493 | 22,432 |
Accrued compensation and benefits | 60,425 | 51,066 |
Deferred revenue | 54,498 | 39,824 |
Current portion of tax receivable agreement | 13,912 | 11,123 |
Current portion of long-term debt | 5,484 | 2,256 |
Other liabilities | 2,871 | 4,776 |
Total current liabilities | 326,063 | 269,631 |
Long-term debt, less current portion | 13,858 | 15,679 |
Tax receivable agreements, less current portion | 265,750 | 224,754 |
Deferred compensation plan obligations | 39,965 | 37,483 |
Other liabilities | 23,978 | 20,914 |
Total liabilities | 669,614 | 568,461 |
Redeemable limited partners' capital | 3,137,230 | 4,079,832 |
Stockholders' deficit: | ||
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (1,951,878) | (3,118,474) |
Accumulated other comprehensive loss | (43) | (5) |
Total stockholders' deficit | (1,951,461) | (3,118,102) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,855,383 | 1,530,191 |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | 460 | 377 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Allowance for doubtful accounts | $ 1,981 | $ 1,153 |
Accumulated depreciation | 265,751 | 220,685 |
Accumulated amortization | $ 50,870 | $ 17,815 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 45,995,528 | 37,668,870 |
Common stock, shares outstanding | 45,995,528 | 37,668,870 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 96,132,723 | 106,382,552 |
Common stock, shares outstanding | 96,132,723 | 106,382,552 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenue: | |||
Net administrative fees | $ 498,394 | $ 457,020 | $ 464,837 |
Other services and support | 337,554 | 270,748 | 233,186 |
Services | 835,948 | 727,768 | 698,023 |
Products | 326,646 | 279,261 | 212,526 |
Net revenue | 1,162,594 | 1,007,029 | 910,549 |
Cost of revenue: | |||
Services | 163,240 | 143,290 | 115,740 |
Products | 293,816 | 253,620 | 191,885 |
Cost of revenue | 457,056 | 396,910 | 307,625 |
Gross profit | 705,538 | 610,119 | 602,924 |
Operating expenses: | |||
Selling, general and administrative | 403,611 | 332,004 | 294,421 |
Research and development | 2,925 | 2,937 | 3,389 |
Amortization of purchased intangible assets | 33,054 | 9,136 | 3,062 |
Operating expenses | 439,590 | 344,077 | 300,872 |
Operating income | 265,948 | 266,042 | 302,052 |
Equity in net income of unconsolidated affiliates | 21,647 | 21,285 | 16,976 |
Interest and investment income (loss), net | (1,021) | 866 | 1,019 |
Gain (loss) on investment | 0 | (1,000) | 38,372 |
Loss on disposal of long-lived assets | 0 | (15,243) | 0 |
Other income (expense), net | (1,692) | (823) | 1,907 |
Other income, net | 18,934 | 5,085 | 58,274 |
Income before income taxes | 284,882 | 271,127 | 360,326 |
Income tax expense | 49,721 | 36,342 | 27,709 |
Net income | 235,161 | 234,785 | 332,617 |
Net income attributable to non-controlling interest in S2S Global | 0 | (1,836) | (949) |
Net income attributable to non-controlling interest in Premier LP | (193,547) | (194,206) | (303,336) |
Net income attributable to non-controlling interest | (193,547) | (196,042) | (304,285) |
Adjustment of redeemable limited partners' capital to redemption amount | 776,750 | (904,035) | (2,741,588) |
Net income (loss) attributable to stockholders | $ 818,364 | $ (865,292) | $ (2,713,256) |
Weighted average shares outstanding: | |||
Basic (shares) | 42,368 | 35,681 | 25,633 |
Diluted (shares) | 145,308 | 35,681 | 25,633 |
Earnings (loss) per share attributable to stockholders: | |||
Basic (usd per share) | $ 19.32 | $ (24.25) | $ (105.85) |
Diluted (usd per share) | $ 1.33 | $ (24.25) | $ (105.85) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 235,161 | $ 234,785 | $ 332,617 |
Net unrealized (loss) gain on marketable securities | (110) | (213) | 203 |
Total comprehensive income | 235,051 | 234,572 | 332,820 |
Less: comprehensive income attributable to non-controlling interest | (193,470) | (195,885) | (304,448) |
Comprehensive income attributable to Premier, Inc. | $ 41,581 | $ 38,687 | $ 28,372 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalClass A Common Stock | Additional Paid-In CapitalClass B Common Stock | Common Stock Subscribed | Subscriptions Receivable | Retained Earnings (Accumulated Deficit) | Non-Controlling Interest | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Jun. 30, 2013 | 5,653,000 | 23,000 | ||||||||||||
Beginning balance at Jun. 30, 2013 | $ 77,768 | $ 57 | $ 28,866 | $ 300 | $ (300) | $ 50,599 | $ (1,754) | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Repurchase of PHSI common stock (in shares) | (49,000) | |||||||||||||
Repurchase of PHSI common stock | (646) | $ (1) | (645) | |||||||||||
Payment on stock subscriptions (in shares) | 23,000 | (23,000) | ||||||||||||
Payment on stock subscriptions | 300 | 300 | $ (300) | 300 | ||||||||||
Issuance of Class A common stock at IPO (in shares) | 32,375,000 | |||||||||||||
Issuance of Class A common stock at IPO | 821,671 | $ 324 | 821,347 | |||||||||||
Purchase of common units | $ (247,742) | $ (30,072) | $ (247,742) | $ (30,072) | ||||||||||
Contribution of PHSI common stock in connection with the IPO (in shares) | (5,627,000) | |||||||||||||
Contribution of PHSI common stock in connection with the IPO | (76,916) | $ (56) | (76,860) | |||||||||||
Capitalized IPO-related costs | (5,911) | (5,911) | ||||||||||||
Increase in deferred tax asset related to the Reorganization | 282,972 | 282,972 | ||||||||||||
Increase in payables pursuant to the tax receivable agreements | (186,077) | (186,077) | ||||||||||||
Acquisition of non-controlling interest from member owners, net of sale of Class B common stock (in shares) | 112,608,000 | |||||||||||||
Acquisition of non-controlling interest from member owners, net of sale of Class B common stock | (412,857) | (412,860) | 3 | |||||||||||
Redemption of limited partner (shares) | (97,000) | |||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (2,741,588) | (192,784) | (2,548,804) | |||||||||||
Stock-based compensation expense | 19,476 | 19,476 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (10) | (10) | ||||||||||||
Net income | 332,617 | 332,617 | ||||||||||||
Net income attributable to non-controlling interest | (304,285) | (304,285) | ||||||||||||
Net income attributable to non-controlling interest in S2S Global | 949 | 949 | ||||||||||||
Net unrealized gain (loss) on marketable securities | 40 | 40 | ||||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 0 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2014 | 32,375,000 | 112,511,000 | 0 | |||||||||||
Ending balance at Jun. 30, 2014 | (2,470,311) | $ 324 | $ 0 | 0 | $ 0 | 0 | (2,469,873) | (805) | 43 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Increase in deferred tax asset related to the Reorganization | 0 | |||||||||||||
Increase in payables pursuant to the tax receivable agreements | 0 | |||||||||||||
Redemption of limited partner (shares) | (910,000) | |||||||||||||
Reduction in tax receivable agreement liability related to departed member owners | 1,905 | 1,905 | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (904,035) | |||||||||||||
Stock-based compensation expense | 28,498 | 28,498 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (135) | (135) | ||||||||||||
Net income | 234,785 | 234,785 | ||||||||||||
Net income attributable to non-controlling interest | (196,042) | (196,042) | ||||||||||||
Net income attributable to non-controlling interest in S2S Global | 1,836 | 1,836 | ||||||||||||
Purchase of non-controlling interest in and final remittance of net income attributable to S2S Global | (14,518) | (13,487) | (1,031) | |||||||||||
Increase in deferred tax asset related to purchase of non-controlling interest in S2S Global | 5,243 | 5,243 | ||||||||||||
Net unrealized gain (loss) on marketable securities | (48) | (48) | ||||||||||||
Adjustment to redeemable limited partners' capital to redemption amount | (904,035) | (216,691) | (687,344) | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 5,218,000 | (5,218,000) | ||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 175,115 | $ 53 | 175,062 | |||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 18,097 | 18,097 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 76,000 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 1,508 | 1,508 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2015 | 37,669,000 | 106,383,000 | 0 | |||||||||||
Ending balance at Jun. 30, 2015 | (3,118,102) | $ 377 | $ 0 | 0 | $ 0 | 0 | (3,118,474) | 0 | (5) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Increase in deferred tax asset related to the Reorganization | 0 | |||||||||||||
Increase in payables pursuant to the tax receivable agreements | 0 | |||||||||||||
Redemption of limited partner (shares) | (2,527,000) | |||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | 776,750 | |||||||||||||
Stock-based compensation expense | 48,670 | 48,670 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (7,863) | (7,863) | ||||||||||||
Net income | 235,161 | 235,161 | ||||||||||||
Net income attributable to non-controlling interest | (193,547) | (193,547) | ||||||||||||
Net income attributable to non-controlling interest in S2S Global | 0 | |||||||||||||
Purchase of non-controlling interest in and final remittance of net income attributable to S2S Global | (1,890) | (1,890) | ||||||||||||
Net unrealized gain (loss) on marketable securities | (38) | (38) | ||||||||||||
Adjustment to redeemable limited partners' capital to redemption amount | 776,750 | (350,122) | 1,126,872 | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 7,722,998 | 7,723,000 | (7,723,000) | |||||||||||
Exchange of Class B common units for Class A common stock by member owners | 267,681 | $ 77 | 267,604 | |||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 35,431 | 35,431 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 523,000 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 3,557 | $ 5 | 3,552 | |||||||||||
Employee stock purchase plan (in shares) | 81,000 | |||||||||||||
Employee stock purchase plan | 2,729 | $ 1 | 2,728 | |||||||||||
Ending balance (in shares) at Jun. 30, 2016 | 45,996,000 | 96,133,000 | 0 | |||||||||||
Ending balance at Jun. 30, 2016 | $ (1,951,461) | $ 460 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,951,878) | $ 0 | $ (43) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | |||
Net income | $ 235,161 | $ 234,785 | $ 332,617 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 84,156 | 54,322 | 39,823 |
Equity in net income of unconsolidated affiliates | (21,647) | (21,285) | (16,976) |
Deferred income taxes | 25,714 | 18,294 | 9,820 |
Loss (gain) on investment | 0 | 1,000 | (38,372) |
Loss on disposal of long-lived assets | 0 | 15,243 | 0 |
Stock-based compensation | 48,670 | 28,498 | 19,476 |
Adjustment to tax receivable agreement liability | (4,818) | 0 | 6,215 |
Changes in operating assets and liabilities: | |||
Accounts receivable, prepaid expenses and other current assets | (37,250) | (18,964) | (18,924) |
Other assets | (9,638) | (1,736) | (1,680) |
Inventories | 3,937 | (12,235) | (8,082) |
Accounts payable, accrued expenses and other current liabilities | 50,313 | 60,834 | 45,997 |
Long-term liabilities | (4,195) | 2,791 | (3,585) |
Other operating activities | 1,067 | 2,511 | 1,793 |
Net cash provided by operating activities | 371,470 | 364,058 | 368,122 |
Investing activities | |||
Purchase of marketable securities | (19,211) | (395,302) | (500,835) |
Proceeds from sale of marketable securities | 386,372 | 385,788 | 148,019 |
Proceeds from sale of investment in GHX | 0 | 0 | 38,372 |
Purchase of non-controlling interest in S2S Global | 0 | (14,518) | 0 |
Investment in unconsolidated affiliates | (3,250) | (5,000) | 0 |
Distributions received on equity investment | 22,093 | 18,900 | 15,650 |
Decrease in restricted cash | 0 | 5,000 | 0 |
Purchases of property and equipment | (76,990) | (70,734) | (55,740) |
Other investing activities | (27) | 0 | 0 |
Net cash used in investing activities | (159,636) | (231,873) | (397,103) |
Financing activities | |||
Payments made on notes payable | (2,143) | (1,403) | (9,297) |
Proceeds from S2S Global revolving line of credit | 0 | 1,007 | 6,000 |
Payments on S2S Global revolving line of credit | 0 | (14,715) | 0 |
Proceeds from credit facility | 150,000 | 0 | 60,000 |
Payments on credit facility | (150,000) | 0 | (60,000) |
Payments made in connection with the origination of the credit facility | 0 | 0 | (2,511) |
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | 0 | 0 | 821,671 |
Payments made in connection with the IPO | 0 | 0 | (2,822) |
Purchases of Class B common units from member owners | 0 | 0 | (543,857) |
Proceeds from issuance of PSHI common stock | 0 | 0 | 300 |
Proceeds from notes receivable from partners | 0 | 0 | 12,685 |
Proceeds from exercise of stock options under equity incentive plans | 3,552 | 1,508 | 0 |
Proceeds from issuance of Class A common stock under stock purchase plan | 2,317 | 0 | 0 |
Repurchase of vested restricted units for employee tax-withholding | (7,863) | (135) | (11) |
Final remittance of net income attributable to former S2S Global minority shareholder | (1,890) | 0 | 0 |
Distributions to limited partners of Premier LP | (92,707) | (92,212) | (319,687) |
Payments to limited partners of Premier LP related to tax receivable agreements | (10,805) | (11,499) | 0 |
Net cash used in financing activities | (109,539) | (117,449) | (37,529) |
Net increase (decrease) in cash and cash equivalents | 102,295 | 14,736 | (66,510) |
Cash and cash equivalents at beginning of year | 146,522 | 131,786 | 198,296 |
Cash and cash equivalents at end of year | 248,817 | 146,522 | 131,786 |
Supplemental schedule of non cash investing and financing activities: | |||
Issuance of limited partnership interest for notes receivable | 0 | 0 | 7,860 |
Payable to member owners incurred upon repurchase of ownership interest | 3,556 | 2,046 | 1,781 |
Reduction in tax receivable agreement liability related to departed member owners | 12,927 | 2,007 | 0 |
Reduction in redeemable limited partners' capital to reduce outstanding receivable | 0 | 0 | 28,009 |
Distributions and notes payable utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 5,407 | 6,506 | 6,227 |
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 22,493 | 22,432 | 22,351 |
Increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting decrease in additional paid-in capital and accumulated deficit | (776,750) | 904,035 | 2,741,588 |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital related to quarterly exchanges by member owners | 267,681 | 175,062 | 0 |
Increase in additional paid-in capital related to quarterly exchanges by member owners and departure of member owners | 35,431 | 18,097 | 0 |
Increase in tax receivable agreement liability related to quarterly exchanges by member owners | 72,335 | 57,177 | 0 |
Increase in deferred tax assets related to quarterly exchanges by member owners | 99,841 | 75,073 | 0 |
Reduction in deferred tax assets related to departed member owners | 5,002 | 201 | 0 |
Increase in deferred tax assets related to purchase of non-controlling interest in S2S Global | 0 | 5,243 | 0 |
Increase in deferred tax assets and additional paid-in capital related to the Reorganization | 0 | 0 | 282,972 |
Increase in payables and decrease in additional paid-in capital pursuant to the tax receivable agreements | 0 | 0 | 186,077 |
Reduction in prepaid expenses and other current assets for IPO costs capitalized to additional paid-in capital | 0 | 0 | 2,822 |
CECity.com, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | (398,261) | 0 | 0 |
Healthcare Insights, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | (64,274) | 0 | 0 |
InFlowHealth, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | (6,088) | 0 | 0 |
Aperek, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (47,446) | 0 |
TheraDoc, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (108,561) | 0 |
SYMMEDRx | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (28,690) |
Meddius, LLC | |||
Investing activities | |||
Acquisition of Meddius, L.L.C, net of owner note receivable | 0 | 0 | (7,737) |
MEMdata, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | $ 0 | $ 0 | $ (6,142) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | (1) 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 businesses 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 the Company's member organizations succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: supply chain services and performance services. See Note 23 - Segments for further information related to the Company's reportable business segments. The supply chain services segment includes one of the largest healthcare group purchasing organizations ("GPOs") in the United States, a specialty pharmacy and direct sourcing activities. The performance services segment includes one of the largest informatics and advisory services businesses in the United States focused on healthcare providers. The Company's software as a service ("SaaS") informatics products utilize its comprehensive data set to provide actionable intelligence to its members, enabling them to benchmark, analyze and identify areas of improvement across the three main categories of cost management, quality and safety, and population health management. The performance services segment also includes the Company's technology-enabled performance improvement collaboratives, advisory services and insurance management services. Basis of Presentation and Consolidation Basis of Presentation The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), holds an approximate 32% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' approximate 68% ownership of Premier LP is reflected as redeemable limited partners' capital in the Company's accompanying consolidated balance sheets, and the limited partners' proportionate share of income in Premier LP is reflected within net income attributable to non-controlling interest in Premier LP in the Company's consolidated statements of income and within comprehensive income attributable to non-controlling interest in the consolidated statements of comprehensive income. The member owners owned approximately 68% and 74% of the Company's combined Class A and Class B common stock (the "common stock") through their ownership of Class B common stock at June 30, 2016 and 2015 , respectively. During the year ended June 30, 2016 , the member owners exchanged approximately 7.7 million of their Class B common units and associated Class B common stock for an equal amount of 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 Company's initial public offering (the "IPO," and collectively with the Reorganization, the "Reorganization and IPO") on October 1, 2013 (See Note 17 - Earnings (Loss) Per Share ). See Note 2 - Initial Public Offering and Reorganization for further information on the Exchange Agreement. As a result, at June 30, 2016 , the member owners owned approximately 68% of the Company's combined common stock through their ownership of Class B common stock, and the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges, owned approximately 32% of the Company's outstanding common stock. Principles of Consolidation After the completion of the Reorganization and IPO, Premier Healthcare Solutions, Inc. ("PHSI") became a consolidated subsidiary of the Company. PHSI is considered the predecessor of the Company for accounting purposes and accordingly, PHSI's consolidated financial statements are the Company's historical financial statements for periods prior to October 1, 2013. The historical consolidated financial statements of PHSI are reflected herein based on PHSI's historical ownership interests of Premier LP and its consolidated subsidiaries. See Note 2 - Initial Public Offering and Reorganization for further information related to the IPO and the Reorganization. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, the consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, including normal recurring adjustments. We have reclassified certain prior period amounts for deferred income tax assets to be consistent with the current period presentation (see Note 3 - Significant Accounting Policies ). Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates including estimates for 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, future cash flows associated with asset impairments and the allocation of purchase price are evaluated on an ongoing basis. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
INITIAL PUBLIC OFFERING AND REO
INITIAL PUBLIC OFFERING AND REORGANIZATION | 12 Months Ended |
Jun. 30, 2016 | |
Initial Public Offering and Reorganization [Abstract] | |
INITIAL PUBLIC OFFERING AND REORGANIZATION | (2) INITIAL PUBLIC OFFERING AND REORGANIZATION Initial Public Offering On October 1, 2013, Premier consummated its IPO of 32,374,751 shares of its Class A common stock, at a price of $27.00 per share, raising net proceeds of approximately $821.7 million after underwriting discounts and commissions, but before expenses. Premier used approximately (i) $543.9 million of the net proceeds from the IPO to acquire 21,428,571 Class B common units from the member owners, (ii) $30.1 million of the net proceeds to acquire 1,184,882 Class B common units from PHSI and (iii) $247.7 million of the net proceeds to acquire 9,761,298 newly issued Class A common units of Premier LP, or the Class A common units, from Premier LP, in each case for a price per unit equal to the price paid per share of Class A common stock by the underwriters to Premier in connection with the IPO. All Class B common units purchased by Premier with the net proceeds from the IPO automatically converted to Class A common units, pursuant to the terms of the LP Agreement, and were contributed by Premier to Premier GP. Reorganization On October 1, 2013 (the "Effective Date"), Premier consummated the Reorganization. In connection with the Reorganization and IPO, immediately following the Effective Date, all of Premier LP's limited partners that approved the Reorganization received an amount of Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Additionally, immediately following the Effective Date, all of the stockholders (consisting of member owners) of PHSI that approved the Reorganization contributed their PHSI common stock to Premier LP in exchange for additional Class B common units based on such stockholder's percentage interest in the fair market valuation of PHSI and Premier LP prior to the Reorganization. As a result of the foregoing contributions, PHSI became a wholly-owned subsidiary of Premier LP. In connection with the Reorganization, the member owners purchased from Premier 112,607,832 shares of Class B common stock, for par value, $0.000001 per share, which number of shares of Class B common stock equaled the number of Class B units held by the member owners immediately following the IPO, pursuant to a stock purchase agreement. Below is a summary of the principal documents that effected the Reorganization and define and regulate the governance and control relationships among Premier, Premier LP and the member owners after the completion of the Reorganization and IPO. LP Agreement In connection with the Reorganization and IPO, pursuant to the LP Agreement, Premier GP became the general partner of Premier LP. As the general partner of Premier LP, Premier GP generally controls the day-to-day business affairs and decision-making of Premier LP without the approval of any other partner, subject to certain limited partner approval rights. As the sole member of Premier GP, Premier is responsible for all operational and administrative decisions of Premier LP. In accordance with the LP Agreement, subject to applicable law or regulation and the terms of Premier LP's financing agreements, Premier GP will cause Premier LP to make quarterly distributions out of its estimated taxable net income to Premier GP and to the holders of Class B common units as a class in an aggregate amount equal to Premier LP's total taxable income other than net profit attributable to dispositions not in the ordinary course of business for each such quarter multiplied by the effective combined federal, state and local income tax rate then payable by Premier to facilitate payment by each Premier LP partner of taxes, if required, on its share of taxable income of Premier LP. In addition, in accordance with the LP Agreement, Premier GP may cause Premier LP to make additional distributions to Premier GP and to all limited partners holding of Class B common units as a class in proportion to their respective number of units, subject to any applicable restrictions under Premier LP's financing agreements or applicable law. Premier GP will distribute any amounts it receives from Premier LP to Premier, which Premier will use to (i) pay applicable taxes, (ii) meet its obligations under the tax receivable agreements and (iii) meet its obligations to the member owners under the Exchange Agreement if they elect to convert their Class B common units for shares of its Class A common stock and Premier elects to pay some or all of the consideration to such member owners in cash. In the event that a limited partner of Premier LP holding Class B common units not yet eligible to be exchanged for shares of Premier's Class A common stock pursuant to the terms of the Exchange Agreement (i) ceases to participate in Premier's GPO programs, (ii) ceases to be a limited partner of Premier LP (except as a result of a permitted transfer of its Class B common units), (iii) ceases to be a party to a GPO participation agreement (subject to certain limited exceptions) or (iv) becomes a related entity of, or affiliated with, a competing business of Premier LP, in each case, Premier LP will have the option to redeem all of such limited partner's Class B common units not yet eligible to be exchanged at a purchase price set forth in the LP Agreement. In addition, the limited partner will be required to exchange all Class B common units eligible to be exchanged on the next exchange date following the date of the applicable termination event described above. Voting Trust Agreement Additionally, in connection with the Reorganization and IPO, Premier's member owners entered into a voting trust agreement (the "Voting Trust Agreement") which became effective upon the completion of the Reorganization and IPO and pursuant to which the member owners contributed their Class B common stock into Premier Trust, under which Wells Fargo Delaware Trust Company, N.A., as trustee, acts on behalf of the member owners for purposes of voting their shares of Class B common stock. As a result of the Voting Trust Agreement, the member owners retain beneficial ownership of the Class B common stock, while the trustee is the legal owner of such equity. Pursuant to the Voting Trust Agreement, the trustee must vote all of the member owners' Class B common stock as a block in the manner determined by the plurality of the votes received by the trustee from the member owners for the election of directors to serve on our board of directors and by a majority of the votes received by the trustee from the member owners for all other matters. Exchange Agreement In connection with the Reorganization and IPO, Premier, Premier LP and the member owners entered into the Exchange Agreement which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the Exchange Agreement, subject to certain restrictions, commencing on October 31, 2014 and during each year thereafter, each member owner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units, as well as any additional Class B common units purchased by such member owner pursuant to certain rights of first refusal (discussed below), for shares of Class A common stock (on a one -for-one basis subject to customary adjustments for subdivisions or combinations by split, reverse split, distribution, reclassification, recapitalization or otherwise), cash or a combination of both, the form of consideration to be at the discretion of Premier's audit and compliance committee (or another committee of independent directors). This exchange right can be exercised on a quarterly basis (subject to certain restrictions contained in the registration rights agreement described below) and is subject to rights of first refusal in favor of the other holders of Class B common units and Premier LP. For each Class B common unit that is exchanged pursuant to the Exchange Agreement, the member owner will also surrender one corresponding share of our Class B common stock, which will automatically be retired. Registration Rights Agreement In connection with the Reorganization and IPO, Premier and the member owners entered into a registration rights agreement (the "Registration Rights Agreement") which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the Registration Rights Agreement, Premier filed with the SEC a resale shelf registration statement for resales from time to time of its Class A common stock issued to the member owners in exchange for their Class B common units pursuant to the Exchange Agreement, subject to various restrictions. The registration statement was declared effective by the SEC in November 2014. Subject to certain exceptions, Premier will use reasonable efforts to keep the resale shelf registration statement effective for seven years. In addition, Premier will undertake to conduct an annual company-directed underwritten public offering to allow the member owners to resell Class A common stock and, at Premier's election, to permit it to sell primary shares, following the first quarterly exchange date of each of the first three years during which the member owners have the right to exchange their Class B common units for shares of Class A common stock. Premier will not be required to conduct a company-directed underwritten public offering unless the number of shares of Class A common stock requested by the member owners (and any third parties) to be registered in the applicable company-directed underwritten public offering constitutes the equivalent of at least 3.5% of the aggregate number of Class A common units and Class B common units, or, collectively, the common units, outstanding. If the offering minimum has not been met, Premier will either proceed with the company-directed underwritten public offering (such decision being in Premier's sole discretion) or notify the member owners that Premier will abandon the offering. After the third year during which member owners have the right to exchange their Class B common units for shares of Premier's Class A common stock, Premier may elect to conduct a company-directed underwritten public offering in any subsequent year. Premier, as well as the member owners, and third parties, will be subject to customary prohibitions on sale prior to and for 60 days following any company-directed underwritten public offering. The Registration Rights Agreement also grants the member owners certain "piggyback" registration rights with respect to other registrations of Class A common stock. Tax Receivable Agreements In connection with the Reorganization and IPO, Premier entered into a tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the tax receivable agreement, for as long as the member owner remains a limited partner, Premier has agreed to pay to the member owners, generally over a 15 -year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the initial sale of Class B common units by the member owners in connection with the Reorganization, as well as subsequent exchanges by such member owners pursuant to the Exchange Agreement, and of certain other tax benefits related to Premier entering into the tax receivable agreements, including tax benefits attributable to payments under the tax receivable agreements. GPO Participation Agreement In connection with the Reorganization and IPO, Premier's member owners entered into GPO participation agreements with Premier LP which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of its GPO participation agreement, each member owner will receive cash sharebacks, or revenue share, from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's acute and alternate site providers and other eligible non-healthcare organizations that are owned, leased or managed by, or affiliated with, each such member owner, or owned, leased, managed and affiliated facilities, through Premier's GPO supplier contracts. In addition, Premier's two largest regional GPO member owners, which represented, in the aggregate, approximately 16% of Premier LP's gross administrative fees revenue for fiscal year 2014, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's owned, leased, managed and affiliated facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP. Subject to certain termination rights, these GPO participation agreements will be for an initial five -year term, although Premier LP's two largest regional GPO member owners have entered into agreements with seven -year terms. The terms of the GPO participation agreements vary as a result of provisions in Premier's existing arrangements with member owners that conflict with the terms of the GPO participation agreement and which by the express terms of the GPO participation agreement are incorporated by reference and deemed controlling and will continue to remain in effect. In certain other instances, Premier LP and member owners have entered into GPO participation agreements with certain terms that vary from the standard form, which were approved by the member agreement review committee of Premier's board of directors, based upon regulatory constraints, pending merger and acquisition activity or other circumstances affecting those member owners. Effects of the Reorganization Immediately following the consummation of the Reorganization and IPO: • Premier became the sole member of Premier GP and Premier GP became the general partner of Premier LP. Through Premier GP, Premier exercises indirect control over the business operated by Premier LP, subject to certain limited partner approval rights. Premier GP has no employees and acts solely through its board of managers and appointed officers in directing the affairs of Premier LP; • the member owners held 112,607,832 shares of Class B common stock and 112,607,832 Class B common units; • Premier GP held 32,374,751 Class A common units; • through their holdings of Class B common stock, the member owners had approximately 78% of the voting power in Premier; • the investors in the IPO collectively owned all of Premier's outstanding shares of Class A common stock and collectively had approximately 22% of the voting power in Premier; and • Premier LP was the operating partnership and parent company to all of Premier's other operating subsidiaries, including Premier Supply Chain Improvement, Inc. ("PSCI") and PHSI. Any newly admitted Premier LP limited partners will also become parties to the Exchange Agreement, the Registration Rights Agreement, the Voting Trust Agreement and the tax receivable agreements, in each case on the same terms and conditions as the then existing member owners (except that any Class B common units acquired by such newly admitted Premier LP limited partners will not be subject to the seven -year limitation on exchange of Class B common units set forth in the LP Agreement and the Exchange Agreement). Any newly admitted Premier LP limited partner will also enter into a GPO participation agreement with Premier LP. Impact of the Reorganization The impact of the Reorganization gave effect to: • (i) the issuance of 32,374,751 shares of Class A common stock in the IPO, or approximately 22% of the Class A common stock and Class B common stock, collectively, outstanding after the Reorganization and IPO, at an IPO price of $27.00 per share and the use of the net proceeds therefrom to purchase (A) Class A common units from Premier LP, (B) Class B common units from PHSI and (C) Class B common units from Premier's member owners, (ii) the entry by Premier LP, Premier GP and the member owners into the LP Agreement and (iii) the issuance of 112,607,832 shares of Class B common stock to the member owners; • the change from the 99% non-controlling interest held by the limited partners of Premier LP prior to the Reorganization to the approximately 78% non-controlling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO; • the change in the allocation of Premier LP's income from 1% of operating income and 5% of investment income to PHSI prior to the Reorganization and IPO to approximately 22% of Premier LP's income to Premier (indirectly through Premier GP) subsequent to the Reorganization and IPO as the result of the modified income allocation provisions of the LP Agreement and Premier's purchase of approximately 22% of the common units; • adjustments to reflect redeemable limited partners' capital at the redemption amount, which is the greater of the book value or redemption amount per the LP Agreement; • adjustments that give effect to the tax receivable agreement, including the effects of the increase in the tax basis of Premier LP's assets resulting from Premier's purchase of Class B common units from the member owners; and • estimated payments due to member owners pursuant to the tax receivable agreement equal to 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier actually realizes (or is deemed to realize) in the case of certain payments required to be made upon certain occurrences under such tax receivable agreements as a result of the increases in the tax basis of Premier LP's assets resulting from Premier's purchase of Class B common units from the member owners and of certain other tax benefits related to Premier entering into the tax receivable agreement. Premier accounted for the Reorganization as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to Accounting Standards Codification Topic 805, Business Combinations . Accordingly, after the Reorganization, the assets and liabilities of Premier are reflected at their carryover basis. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (3) SIGNIFICANT ACCOUNTING POLICIES Business Combinations We account for acquisitions using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. Marketable Securities The Company invests its excess cash in commercial paper, U.S. government securities, corporate debt securities and other securities with maturities generally ranging from three months to five years from the date of purchase. Marketable securities, classified as available-for-sale, are carried at fair market value, with the unrealized gains and losses on such investments reported in comprehensive income as a separate component of stockholders' (deficit) equity or redeemable limited partners' capital as appropriate. Realized gains and losses, and other-than-temporary declines in investments, are included in other income, net in the accompanying consolidated statements of income. The Company uses the specific-identification method to determine the cost of securities sold. The Company does not hold publicly traded equity investments. Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. Inventory Inventory consisting of finished goods, primarily medical products and other non-pharmaceutical products, are stated at the lower of cost or market on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or market on a first-in, first-out basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 8 - Property and Equipment, Net . Costs to develop internal use computer software during the application development stage are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying consolidated balance sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue in the accompanying consolidated statements of income. The Company capitalized costs related to software developed for internal use of $61.0 million and $57.9 million during the years ended June 30, 2016 and 2015 , respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition and other economic factors. Intangible Assets Definite-lived intangible assets consist primarily of acquired technology, customer relationships and trade names, and are amortized on a straight-line basis over their EUL. See Note 9 - Intangible Assets, Net . The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. An impairment loss is recognized if the carrying amount of a definite-lived intangible asset exceeds the estimated fair value on the measurement date. Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. The Company's most recent annual impairment testing, which consisted of a quantitative assessment, did not result in any goodwill impairment charges during the fourth quarter of the year ended June 30, 2016 . Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The estimated current portion, totaling $2.0 million and $2.6 million at June 30, 2016 and 2015 , respectively, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying consolidated balance sheets at June 30, 2016 and 2015 . The non-current portion of the deferred compensation plan assets, totaling $40.0 million and $37.5 million at June 30, 2016 and 2015 , respectively, is included in long-term assets in the accompanying consolidated balance sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying consolidated balance sheets at June 30, 2016 and 2015 . Unrealized gain (loss) of $(1.6) million , $(0.8) million and $2.0 million respectively, on plan assets as of June 30, 2016, 2015 and 2014 , respectively, are included in other income (expense), net in the accompanying consolidated statements of income. Deferred compensation income (expense) from the change in the corresponding liability of $1.6 million , $0.8 million and $(2.0) million , respectively, are included in selling, general and administrative expense in the accompanying consolidated statements of income for the years ended June 30, 2016, 2015 and 2014 , respectively. Investments The Company uses the cost method to account for investments in businesses that are not publicly traded and for which the Company does not control or have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at lower of cost or fair value, as appropriate, and are classified as long-term and included in other assets. Investments held by the Company in businesses that are not publicly traded and for which the Company has the ability to exercise significant influence over operating and financial management are accounted for under the equity method. In accordance with the equity method, these investments are originally recorded at cost and are adjusted for the Company's proportionate share of earnings, losses and distributions. These investments are classified as long-term and included in other assets. See Note 12 - Investments . The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized and recorded in other income (expense), net in the accompanying consolidated statements of income. Tax Receivable Agreements The Company records a liability related to the tax receivable agreements based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15 -year period, in connection with the additional tax benefits created in connection with the Reorganization and IPO. Tax payments under the tax receivable agreements will be made to the member owners as the Company realizes tax benefits attributable to the initial purchase of Class B common units from the member owners in the Reorganization and IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between the Company and the member owners. Determining the estimated amount of tax savings the Company expects to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. Changes in the estimated tax receivable agreement liability that are the result of a change in tax accounting method are recorded in selling, general and administrative expense in the consolidated statements of income. Changes in the estimated tax receivable agreement liability that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase to additional paid-in capital in the consolidated statements of stockholders' (deficit) equity. Redeemable Limited Partner's Capital The LP agreement includes a provision that provides for redemption of a limited partner’s interest upon termination as follows: For Class B common units not yet eligible for exchange, those will be redeemed at a purchase price which is the lower of the limited partner’s capital account balance in Premier LP immediately prior to the IPO after considering any IPO proceeds received and the fair market value of the Class A common stock of the Company on the date of the termination with either (a) a five -year, unsecured, non-interest bearing term promissory note, (b) a cashier’s check or wire transfer of immediately available funds in an amount equal to the present value of the Class B unit redemption amount, or (c) payment on such other terms mutually agreed upon with Premier GP. For Class B common units that are eligible for exchange, the limited partner is also required to exchange all eligible Class B common units on the next exchange date following the date of the termination. A limited partner cannot redeem all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the board of directors. Given the limited partners hold the majority of the votes of the board of directors, limited partners' capital has a redemption feature that is not solely within the control of the Company. As a result, the Company reflects limited partners’ capital on the consolidated balance sheets as redeemable limited partners’ capital in temporary equity. In addition, the limited partners have the ability to exchange their Class B common units for cash or Class A common shares on a one -for- one basis. Accordingly, the Company records redeemable limited partners' capital at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement at the reporting date, with the corresponding offset to additional paid-in-capital and retained earnings (accumulated deficit). Distributions to Limited Partners under the LP Agreement Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner’s participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. Revenue Recognition Net Revenue Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the supply chain segment. Other services and support revenue consists primarily of fees generated by the performance services segment in connection with the Company's SaaS informatics products subscriptions, advisory services and performance improvement collaborative subscriptions. Product revenue consists of specialty pharmacy and direct sourcing product sales, which are included in the supply chain segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectability is reasonably assured. Net Administrative Fees Revenue Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. The Company, through its group purchasing program, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition principles, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying consolidated statements of income. Other Services and Support Revenue Performance services revenue consists of SaaS informatics products subscriptions, certain perpetual and term licenses, performance improvement collaborative and other service subscriptions, professional fees for advisory services, and insurance services management fees and commissions from group-sponsored insurance programs. SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 90 to 170 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 300 to 350 days following contract execution before the licensed software products can be fully utilized by the member. Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. Professional fees for advisory services are sold under contracts, the terms of which vary based on the nature of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, generally one year. Certain administrative and/or patient management specialty pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. Product Revenue Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. Multiple Deliverable Arrangements The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and advisory services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. The Company establishes VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. Performance Guarantees On limited occasions, the Company enters into agreements which provide for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred advisory fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred advisory fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the advisory fees are deferred until the performance target is met. Cost of Revenue and Operating Expenses Cost of Revenue Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including advisory services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. Cost of product revenue consists of purchase and shipment costs for specialty pharmaceuticals and direct sourced medical products. Operating Expenses Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employ |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | (4) BUSINESS ACQUISITIONS Acquisition of InFlowHealth, LLC On October 1, 2015, PHSI acquired all of the limited liability company membership interests of InFlowHealth, LLC ("InFlow") for $6.1 million in cash. The Company utilized available funds on hand to complete the acquisition. 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 June 30, 2016 , the Company valued the earn-out at $4.1 million related to the contingent purchase price, of which $0.5 million is classified as current and included in other current liabilities and $3.6 million is classified as long-term and included in other non-current liabilities in the 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, although 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 9 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The InFlow acquisition resulted in the recognition of approximately $5.9 million of goodwill (see Note 10 - Goodwill ) attributable to the anticipated profitability of InFlow. The InFlow acquisition is considered an asset acquisition for tax purposes. Accordingly, the Company expects the goodwill to be deductible for tax purposes. 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 under other expenses, net. The Company reports InFlow as part of its performance services segment. 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 $398.3 million . 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 13 - 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 9 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The CECity acquisition resulted in the recognition of approximately $274.0 million of goodwill (see Note 10 - 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 following table summarizes the 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 3,877 Other current assets 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,177 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,958 Approximately $4.0 million of pretax transaction-related costs related to the CECity acquisition are recorded in selling, general and administrative expenses in the accompanying consolidated statement of income for the year ended June 30, 2016 , respectively. 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 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 $64.3 million in cash. The Company utilized available funds on hand to complete the acquisition. The acquisition also provides selling members with an earn-out opportunity of up to $4.0 million based on HCI’s revenues during the 12 months ending December 31, 2017 as defined in the purchase agreement. As of June 30, 2016 , the fair value of the earn-out liability related to the HCI acquisition is zero . 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 9 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The HCI acquisition resulted in the recognition of approximately $42.4 million of goodwill (see Note 10 - Goodwill ) attributable to the anticipated profitability of HCI. The HCI acquisition is considered an asset acquisition for tax purposes. Accordingly, the Company expects the goodwill to be deductible for tax purposes. 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 in other expense, net. The Company reports HCI as part of its performance services segment. Acquisition of Non-Controlling Interest in S2S Global On February 2, 2015, the Company purchased the remaining 40% of the outstanding limited liability company membership interests of SVS LLC d/b/a S2S Global ("S2S Global") for approximately $14.5 million . In connection with the purchase, the Company repaid the $14.2 million balance outstanding under the S2S Global line of credit and terminated the S2S Global line of credit prior to its maturity date. The Company utilized available funds on hand to complete the acquisition and pay-off the S2S Global line of credit (see Note 13 - Debt ). Acquisition of TheraDoc, Inc. On September 1, 2014, the Company completed the acquisition of 100% of the outstanding shares of TheraDoc, Inc. ("TheraDoc") for approximately $108.6 million . TheraDoc is a leading provider of clinical surveillance software to healthcare organizations across the country that brings together disparate data from a hospital's source systems and helps alert clinicians to potential risks. The Company utilized available funds on hand to complete the acquisition. Acquisition of Aperek, Inc. On August 29, 2014, the Company completed the acquisition of 100% of the outstanding shares of Aperek, Inc. ("Aperek"), (formerly Mediclick), for approximately $47.4 million . Aperek is a SaaS-based supply chain solutions company focused on purchasing workflow and analytics. The Company utilized available funds on hand to complete the acquisition. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Jun. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | (5) MARKETABLE SECURITIES The Company invests its excess cash in commercial paper, U.S. government securities, corporate debt securities and other securities with maturities generally ranging from three months to five years from the date of purchase. The Company uses the specific-identification method to determine the cost of securities sold. Marketable securities, classified as available-for-sale, consist of the following (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value June 30, 2016 Corporate debt securities $ 33,267 $ — $ (135 ) $ 33,132 Asset-backed securities 14,755 3 (1 ) 14,757 $ 48,022 $ 3 $ (136 ) $ 47,889 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 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 June 30, 2016 . At June 30, 2016 , the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 17,768 $ 17,759 Due after one year through five years 30,254 30,130 $ 48,022 $ 47,889 See Note 6 - Fair Value Measurements for further discussion related to the Company’s measurement of fair market value for its marketable securities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (6) FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The Company measures the following assets at fair value on a recurring basis (in thousands): Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2016 Cash equivalents $ 83,846 $ 83,846 $ — $ — Corporate debt securities 33,132 — 33,132 — Asset-backed securities 14,757 — 14,757 — Deferred compensation plan assets (a) 41,917 41,917 — — Total assets $ 173,652 $ 125,763 $ 47,889 $ — Earn-out liabilities (b) 4,128 — — 4,128 Total liabilities $ 4,128 $ — $ — $ 4,128 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. (b) Earn-out liabilities incurred in connection with acquisitions of InFlow and HCI, valued at $4.1 million and zero , respectively, at June 30, 2016 . 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 is included in prepaid expenses and other current assets ( $2.0 million and $2.6 million at June 30, 2016 and June 30, 2015 , respectively) in the accompanying 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 or liabilities for which fair value is measured on a recurring basis at June 30, 2015 that would be classified as Level 3. At June 30, 2016 , the Company's earn-out liabilities are classified as Level 3. The fair value of the earn-out liabilities was determined using the Monte Carlo simulation method. Non-Recurring Fair Value Measurements During the year ended June 30, 2016 , 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 4 - 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. 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 fair value of non-interest bearing notes payable, classified as Level 2, is less than their carrying value by approximately $0.7 million and $0.6 million at June 30, 2016 and June 30, 2015 , respectively, based on an assumed market interest rate of 2.1% at June 30, 2016 and 1.6% at June 30, 2015 , respectively. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | (7) 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 utilizing the Company's integrated pharmacy services 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): June 30, 2016 2015 Accounts receivable $ 112,443 $ 88,078 Managed services receivable 33,728 10,941 Other 234 1,254 146,405 100,273 Allowance for doubtful accounts (1,981 ) (1,153 ) Accounts receivable, net $ 144,424 $ 99,120 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | (8) PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): June 30, Useful life 2016 2015 Capitalized software 3-5 years $ 361,864 $ 298,106 Computer hardware 3-5 years 53,547 46,806 Furniture and other equipment 5 years 8,102 7,630 Leasehold improvements Lesser of estimated useful life or term of lease 16,318 15,768 439,831 368,310 Accumulated depreciation and amortization (265,751 ) (220,685 ) Property and equipment, net $ 174,080 $ 147,625 Depreciation and amortization expense related to property and equipment for the years ended June 30, 2016, 2015 and 2014 was $51.1 million , $45.2 million and $36.8 million , respectively. Unamortized capitalized software costs at June 30, 2016 and 2015 were $146.0 million and $120.4 million , respectively. During the year ended June 30, 2015, the Company recognized a loss on disposal of long-lived assets of approximately $15.2 million primarily comprised of $13.3 million in capitalized software costs, which were included in the performance services segment. The Company specifically identified these capitalized software assets as having no future economic benefit in conjunction with the on-going integration of the TheraDoc acquisition during its annual inventory process in May 2015. See Note 4 - Business Acquisitions . The Company did not incur a material loss on disposal of long-lived assets during the years ended June 30, 2016 and 2014. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | (9) INTANGIBLE ASSETS, NET Intangible assets, net consist of the following (in thousands): June 30, Useful Life 2016 2015 Technology 5.0 years $ 143,727 $ 34,524 Customer relationships 8.3 years 48,120 16,120 Trade names 7.0 years 13,160 5,760 Non-compete agreements 5.0 years 4,080 80 Total intangible assets 209,087 56,484 Accumulated amortization (50,870 ) (17,815 ) Total intangible assets, net $ 158,217 $ 38,669 The increase in intangible assets, net was due to the CECity, HCI and InFlow acquisitions completed during the year ended June 30, 2016 (see Note 4 - Business Acquisitions ). Amortization expense of intangible assets was $33.1 million , $9.1 million and $3.1 million for the years ended June 30, 2016, 2015 and 2014 , respectively. Amortization expense related to technology was $25.2 million , $6.1 million and $1.5 million for the years ended June 30, 2016, 2015 and 2014 , respectively. During the year ended June 30, 2015, the Company wrote-off approximately $11.6 million in fully amortized intangible assets. The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2017 $ 35,855 2018 35,332 2019 33,776 2020 28,975 2021 7,864 Thereafter 13,015 Total amortization expense (a) $ 154,817 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which is classified as technology in the total intangible assets table, of $3.4 million , as these assets have not yet been completed. The net carrying value of intangible assets by segment is as follows (in thousands): June 30, 2016 2015 Supply Chain Services $ — $ 347 Performance Services 158,217 38,322 $ 158,217 $ 38,669 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | (10) GOODWILL Goodwill consists of the following (in thousands): Supply Chain Services Performance Services Acquisition adjustments during the measurement period Total Balance at June 30, 2015 $ 31,765 $ 183,880 $ — $ 215,645 CECity acquisition (a) — 273,713 245 273,958 HCI acquisition (a) — 41,905 534 42,439 InFlow acquisition (a) — 5,827 93 5,920 Balance at June 30, 2016 $ 31,765 $ 505,325 $ 872 $ 537,962 (a) See Note 4 - Business Acquisitions . |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 12 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | (11) OTHER LONG-TERM ASSETS Other long-term assets consist of the following (in thousands): June 30, 2016 2015 Investments $ 16,800 $ 14,283 Deferred loan costs, net 1,595 2,095 Other 10,895 759 Total other long-term assets $ 29,290 $ 17,137 The Company recorded $0.5 million , $0.3 million and $0.2 million in amortization expense on deferred loan costs during the years ended June 30, 2016, 2015 and 2014 , respectively. Amortization expense on deferred loan costs is recognized based on the straight-line method, which approximates the effective interest method, and is included in interest and investment income, net in the consolidated statements of income. Included in Other at June 30, 2016 is a $10.0 million net prepayment to a distributor, which was funded in order to receive additional discounts on product purchases. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | (12) 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 PSCI, held 50% of the membership units in Innovatix at June 30, 2016 and 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 $9.0 million and $9.3 million at June 30, 2016 and 2015 , respectively, and is classified as long-term and included in other assets in the accompanying consolidated balance sheets. The Company's 50% ownership share of Innovatix's net income included in equity in net income of unconsolidated affiliates in the accompanying consolidated statements of income was $21.8 million , $21.3 million and $17.0 million for the years ended June 30, 2016, 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 represented 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 was $4.6 million and $5.0 million at June 30, 2016 and 2015 , respectively, and is classified as long-term and included in other assets in the accompanying consolidated balance sheets. The Company's share of PharmaPoint's net loss was $0.4 million and $0.1 million for the years ended June 30, 2016 and 2015 , respectively. The PharmaPoint net loss is included in equity in net income from unconsolidated affiliates in the accompanying consolidated statements of income and is 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 4 - 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 year ended June 30, 2016 . 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 June 30, 2016 . On January 28, 2016, the Company, through its consolidated subsidiary, PSCI, purchased 5,250,000 Class B Membership Units in BloodSolutions, LLC ("Bloodbuy") for $2.3 million , which represented a 15% ownership interest in Bloodbuy. The Company accounts for its investment in Bloodbuy using the equity method of accounting as the Company has rights to appoint a board member. The carrying value of the Company's investment in Bloodbuy was $2.2 million at June 30, 2016 , and is classified as long-term and included in other assets in the accompanying consolidated balance sheets. The Company's share of Bloodbuy's net loss was $0.1 million for the year ended June 30, 2016 . The Bloodbuy net loss is included in equity in net income from unconsolidated affiliates in the accompanying consolidated statements of income and is included in the supply chain services segment. |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | (13) DEBT Long-term debt consists of the following (in thousands): Commitment Amount June 30, 2016 June 30, 2015 Due Date Balance Outstanding Balance Outstanding Credit Facility $ 750,000 June 24, 2019 $ — $ — Notes Payable — Various 19,342 17,935 19,342 17,935 Less: current portion (5,484 ) (2,256 ) Total long-term debt $ 13,858 $ 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, Inc. 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 Offered Rate, or LIBOR, plus the Applicable Rate (defined as a margin based on the Consolidated Total Leverage Ratio (as defined in the Credit Facility))). Base Rate Loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.50% or the one-month LIBOR plus 1.0% ) plus the Applicable Rate. The Applicable Rate ranges from 1.125% to 1.75% for Eurodollar Rate Loans and 0.125% to 0.75% for Base Rate Loans. To fund the CECity acquisition the Company utilized $150.0 million of the Credit Facility (see Note 4 - Business Acquisitions ), of which $50.0 million was repaid in each of November 2015, February 2016 and May 2016. At June 30, 2016 , the interest rate for three-month Eurodollar Rate Loans was 1.779% and the interest rate for Base Rate Loans was 3.625% . The Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.250% per annum on the actual daily unused amount of commitments under the credit facility. At June 30, 2016 , the commitment fee was 0.125% . The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments of which certain covenant calculations use EBITDA, a non-GAAP measure. 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 June 30, 2016 . 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. Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions and other general corporate purposes. As of June 30, 2016 and 2015 , there were no outstanding borrowings under the Credit Facility. As of June 30, 2016 , the Company had approximately $25.0 million available under the letter of credit commitments. Interest expense incurred during the year ended June 30, 2016 was $2.7 million and cash paid for interest during the year ended June 30, 2016 was $2.1 million . S2S Global Line of Credit On February 2, 2015, the Company purchased the remaining 40% of the outstanding limited liability company membership interests of S2S Global. In connection with the purchase, the Company repaid the $14.2 million balance outstanding under the S2S Global line of credit and terminated the S2S Global line of credit prior to its maturity date. Notes Payable At June 30, 2016 and 2015 , the Company had $19.3 million and $17.9 million , respectively, in notes payable consisting primarily of non-interest bearing notes payable outstanding to departed member owners, of which $5.5 million and $2.2 million , respectively, are included in current portion of long-term debt and $13.9 million and $15.7 million , respectively, are included in long-term debt, less current portion, in the accompanying consolidated balance sheets. Notes payable generally have stated maturities of five years from their date of issuance. Future minimum principal payments as of June 30, 2016 are as follows (in thousands): 2017 $ 5,484 2018 7,995 2019 260 2020 2,420 2021 3,183 Thereafter — Total principal payments $ 19,342 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | (14) OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following (in thousands): June 30, 2016 2015 Deferred rent $ 16,049 $ 15,996 Reserve for uncertain tax positions 3,815 3,436 Earn-out liability, less current portion 3,659 — Accrued compensation 455 1,482 Total other long-term liabilities $ 23,978 $ 20,914 |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended |
Jun. 30, 2016 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE LIMITED PARTNERS' CAPITAL | (15) REDEEMABLE LIMITED PARTNERS' CAPITAL At June 30, 2013, redeemable limited partners' capital represents the limited partners' 99% ownership of Premier LP. Pursuant to the terms of the historical limited partnership agreement, Premier LP was required to repurchase a limited partner's interest in Premier LP upon the sale of such limited partner's shares of PHSI common stock, such limited partner's withdrawal from Premier LP or such limited partner's failure to comply with the applicable purchase commitments under the existing limited partnership agreement of Premier LP. As a result, the redeemable limited partners' capital is classified as temporary equity in the mezzanine section of the consolidated balance sheets since (i) the withdrawal is at the option of each limited partner and (ii) the conditions of the repurchase are not solely within the Company's control. Upon the consummation of the Reorganization and IPO, each limited partner's shares of PHSI were contributed for Class B common units of Premier LP. Commencing on October 31, 2014, and during each year thereafter, each limited partner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units for shares of Class A common stock, cash or a combination of both, the form of consideration to be at the discretion of the Company's independent audit committee of the board of directors. Redeemable limited partners' capital represents the member owners' 68% ownership of Premier LP at June 30, 2016 . The limited partners hold the majority of the votes of the board of directors and any redemption or transfer or choice of consideration cannot be assumed to be within the control of the Company. As such, classification outside of permanent equity is still required and the redeemable limited partners' capital is recorded at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement, and is classified as temporary equity in the mezzanine section of the consolidated balance sheet at June 30, 2016 . As previously discussed, the Company records redeemable limited partners' capital at the greater of the book value or redemption amount per the LP Agreement that the Company calculates as the fair value of all Class B common units, as if immediately exchangeable into Class A common shares. For the years ended June 30, 2016, 2015 and 2014 the Company recorded an adjustment to fair value for the redemption amount to redeemable limited partners' capital of $(776.8) million , $904.0 million and $2,741.6 million respectively. During the year ended June 30, 2016 , the Company recorded a reduction of $267.7 million to redeemable limited partners' capital to reflect the exchange of Class B common units and associated shares of Class B common stock by the member owners for a like number of shares of the Company's Class A common stock pursuant to the terms of the Exchange Agreement. The following table summarizes the number of Class B common units and associated shares of Class B common stock exchanged by member owners for a like number of shares of the Company's Class A common stock during the year ended June 30, 2016 (in thousands, except share amounts): Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital July 31, 2015 91,374 $ 3,268 November 2, 2015 5,830,458 206,281 February 1, 2016 1,591,807 51,049 May 2, 2016 209,359 7,083 7,722,998 $ 267,681 The table below shows the changes in redeemable limited partners' capital classified as temporary equity from June 30, 2013 to June 30, 2016 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital June 30, 2013 $ (56,571 ) $ 364,219 $ (13 ) $ 307,635 Issuance of redeemable limited partnership interest for notes receivable (7,860 ) 7,860 — — Receipts on receivables from limited partners 12,706 — — 12,706 Distributions and reductions applied to receivables from limited partners 33,586 (28,009 ) — 5,577 Redemption of limited partners — (1,781 ) — (1,781 ) Net income attributable to Premier LP — 303,336 — 303,336 Distributions to limited partners — (348,277 ) — (348,277 ) Contribution of PHSI common stock in connection with the IPO — 76,916 — 76,916 Purchase of Class A common units from Premier LP — 247,742 — 247,742 Purchase of Class B common units from PHSI — 30,072 — 30,072 Acquisition of non-controlling interest from members — (131,000 ) (3 ) (131,003 ) Net unrealized gain on marketable securities — — 163 163 Adjustment to redemption amount — 2,741,588 — 2,741,588 June 30, 2014 $ (18,139 ) $ 3,262,666 $ 147 $ 3,244,674 Distributions applied to receivables from limited partners 6,506 — — 6,506 Redemption of limited partners — (2,046 ) — (2,046 ) Net income attributable to Premier LP — 194,206 — 194,206 Distributions to limited partners — (92,273 ) — (92,273 ) Net unrealized loss on marketable securities — — (155 ) (155 ) Exchange of Class B common units for Class A common stock by member owners — (175,115 ) — (175,115 ) Adjustment to redemption amount — 904,035 — 904,035 June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions and notes payable applied to receivables from limited partners 5,407 — — 5,407 Redemption of limited partners — (4,281 ) — (4,281 ) Net income attributable to Premier LP — 193,547 — 193,547 Distributions to limited partners — (92,767 ) — (92,767 ) Net unrealized loss on marketable securities — — (77 ) (77 ) Exchange of Class B common units for Class A common stock by member owners — (267,681 ) — (267,681 ) Adjustment to redemption amount — (776,750 ) — (776,750 ) June 30, 2016 $ (6,226 ) $ 3,143,541 $ (85 ) $ 3,137,230 Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes issued to new limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners and are reflected as a reduction in redeemable limited partners' capital so that amounts due from limited partners for capital are not reflected as redeemable limited partnership capital until paid. No interest bearing notes receivable were executed by limited partners of Premier LP during the years ended June 30, 2016 and 2015 . During the year ended June 30, 2016 , six limited partners withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's Class B common units that are not eligible for exchange in the form of a five -year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to the former limited partners are reflected in notes payable in the accompanying consolidated balance sheets. Prior to the consummation of the Reorganization and IPO, Premier LP maintained a discretionary distribution policy in which semi-annual cash distributions were made each February attributable to the recently completed six months ended December 31 and each September attributable to the recently completed six months ended June 30. As provided in the then existing limited partnership agreement, the amount of actual cash distributed may have been reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company. Upon the consummation of the Reorganization and IPO, Premier LP amended its distribution policy in which cash distributions will be required, as long as taxable income is generated and cash is available to distribute, on a quarterly basis prior to the 60 th day after the end of each calendar quarter instead of a semi-annual basis. The Company makes quarterly distributions to its limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. These partner distributions are based on the limited partner’s ownership in Premier LP and relative participation across Premier service offerings. While these distributions are based on relative participation across Premier service offerings, it is not based directly on revenue generated from an individual partner’s participation as the distributions are based on the net income or loss of the Partnership which encompass the operating expenses of the Partnership as well as participation by non-owner members in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. As provided in the limited partnership agreement, the amount of actual cash distributed may be reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company. Premier LP made a quarterly distribution on 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 25, 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 made a quarterly distribution on February 25, 2016 to its limited partners of $22.5 million , which is 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. Premier LP made a quarterly distribution on May 26, 2016 to its limited partners of $24.7 million , which is equal to Premier LP's total taxable income for the three months ended March 31, 2016 multiplied by the Company's standalone effective combined federal, state and local income tax rate. Premier LP made a quarterly distribution on August 25, 2016 to its limited partners of $22.5 million , which is equal to Premier LP's total taxable income for the three months ended June 30, 2016 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. The distribution is reflected in limited partners' distribution payable in the accompanying consolidated balance sheet at June 30, 2016 . |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | (16) STOCKHOLDERS' DEFICIT As of June 30, 2016 , there were 45,995,528 shares of the Company's Class A common stock, par value $0.01 per share, and 96,132,723 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 | 12 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (17) 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 reflects the adjustment recorded in the period to reflect redeemable limited partners' capital at the redemption amount, as a result of the benefit obtained by limited partners through the ownership of Class B common units. Except when the effect would be anti-dilutive, the diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of non-vested restricted stock units, shares of non-vested performance share awards, shares that could be issued under the outstanding stock options and the effect of the assumed redemption of Class B common shares through the issuance of Class A common shares. The following table provides a reconciliation of common shares used for basic earnings (loss) per share and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2016 (d) 2015 (d) 2014 (e) Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 818,364 $ (865,292 ) $ (2,713,256 ) Numerator for diluted earnings (loss) per share: Net income attributable to stockholders $ 818,364 $ — $ — Adjustment of redeemable limited partners' capital to redemption amount (776,750 ) — — Net income attributable to non-controlling interest in Premier LP 193,547 — — Net income 235,161 — — Tax effect on Premier Inc. net income (a) (41,497 ) — — Adjusted net income $ 193,664 $ — $ — Denominator for basic earnings (loss) weighted average shares (b) 42,368 35,681 25,633 Denominator for diluted earnings (loss) per share: Effect of dilutive securities: (c) Stock options 348 — — Restricted stock 589 — — Performance share awards 1,429 — — Class B shares outstanding 100,574 — — Denominator for diluted earnings (loss) per share-adjusted: Weighted average shares and assumed conversions 145,308 35,681 25,633 Basic earnings (loss) per share $ 19.32 $ (24.25 ) $ (105.85 ) Diluted earnings (loss) per share $ 1.33 $ (24.25 ) $ (105.85 ) (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 (loss) 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 years ended June 30, 2016, 2015 and 2014 , respectively. (c) For the year ended June 30, 2016 , the effect of 1,292 stock options were excluded from the diluted weighted average shares outstanding as they have an anti-dilutive effect on the weighted average shares outstanding. For the year ended June 30, 2015 , the effect of 60 , 354 and 634 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 period. Further, 106,383 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 presented. For the year ended June 30, 2014 , the effect of 124 restricted stock units were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective period. Further, 112,511 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 presented. (d) The weighted average shares calculation is based on Premier, Inc. common shares outstanding for the years ended June 30, 2016 and 2015 . (e) The weighted average shares calculation is based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to June 30, 2014. Pursuant to the terms of the Exchange Agreement, Premier has issued, on a quarterly basis, shares of Class A common stock to member owners in exchange for a like number of Class B common units of Premier LP. In connection with the exchange of Class B common units by member owners, shares of Premier's Class B common stock are surrendered by member owners and retired. The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement: Date of Quarterly Exchange Number of Class B Common Units Exchanged Number of Class B Common Shares Retired Upon Exchange Number of Class B Common Units Outstanding After Exchange Number of Class B Common Shares Outstanding After Exchange Number of Class A Common Shares Outstanding After Exchange Percentage of Combined Voting Power Class B/Class A Common Stock July 31, 2015 91,374 91,374 106,078,063 106,078,063 37,762,544 74%/26% November 2, 2015 5,830,458 5,830,458 100,150,698 100,150,698 43,600,976 70%/30% February 1, 2016 1,591,807 1,591,807 96,802,070 96,802,070 45,239,204 68%/32% May 2, 2016 209,359 209,359 96,132,723 96,132,723 45,554,075 68%/32% August 1, 2016 (a) 1,323,654 1,323,654 94,809,069 94,809,069 47,365,528 67%/33% (a) As the quarterly exchange occurred on August 1, 2016, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2016 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | (18) 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 $48.7 million , $28.5 million and $19.5 million for the years ended June 30, 2016, 2015 and 2014 , respectively, with a resulting deferred tax benefit of $18.5 million , $10.8 million and $7.4 million , respectively, calculated at a rate of 38% , which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company's current effective income tax rate due to enacted state income tax rate changes. At June 30, 2016 , there was $31.0 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.88 years . Premier 2013 Equity Incentive Plan The Premier 2013 Equity Incentive Plan (the "2013 Equity Incentive Plan") provides for grants of up to 11,260,783 shares of Class A common stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance awards. As of June 30, 2016 , there were 5,493,425 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 unit awards for the year ended June 30, 2016 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 255,780 $ 35.10 Vested (630,818 ) $ 27.17 Forfeited (40,936 ) $ 30.33 Outstanding at June 30, 2016 403,117 $ 33.86 At June 30, 2016 , there was $8.1 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.93 years . Performance Share Awards Performance share awards issued and outstanding generally vest over three years if performance targets are met. The following table includes information related to performance share awards for the year ended June 30, 2016 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 380,349 $ 35.50 Vested (a) — $ — Forfeited (28,509 ) $ 32.93 Outstanding at June 30, 2016 1,443,708 $ 30.02 (a) As of June 30, 2016, 815,016 performance shares vested but were subject to approval by the Compensation Committee of the Company's Board of Directors. These shares were included in the number of awards outstanding at June 30, 2016. The distribution of vested shares was approved on August 10, 2016 and distributed on August 23, 2016, on which date the classification of the shares was changed from outstanding to vested. At June 30, 2016 , there was $12.2 million of unrecognized stock-based compensation expense related to performance share awards that will be amortized over 1.84 years . Stock Options Stock options have a term of 10 years from the date of grant. 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 equal annual installments over three years. The following table includes information related to stock options for the year ended June 30, 2016 : Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 863,717 $ 35.47 Exercised (129,458 ) $ 27.44 Forfeited (62,676 ) $ 34.16 Outstanding at June 30, 2016 3,314,661 $ 30.04 Outstanding and exercisable at June 30, 2016 2,074,973 $ 27.51 The aggregate intrinsic value of stock options outstanding at June 30, 2016 and 2015 was $11.3 million and $27.0 million , respectively. The aggregate intrinsic value of stock options outstanding and exercisable at June 30, 2016 and 2015 was $10.8 million and $15.0 million , respectively. At June 30, 2016 and 2015 , the aggregate intrinsic value of stock options expected to vest was $0.5 million and $12.0 million , respectively. The intrinsic value of stock options exercised during the year ended June 30, 2016 and 2015 was $0.8 million and $0.5 million , respectively. There were no stock options exercised during the year ended June 30, 2014 . At June 30, 2016 , there was $10.7 million of unrecognized stock-based compensation expense related to stock options that will be amortized over 1.91 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: June 30, 2016 2015 2014 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 32.7% - 33.5% 34.8% - 39.5% 42.0% Risk-free interest rate (d) 1.15% - 1.82% 1.66% - 1.89% 1.71% Weighted average option grant date fair value $11.11 - $12.40 $12.82 - $14.15 $11.46 (a) 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. (b) 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. (c) The expected volatility rate is based on the observed historical volatilities of comparable companies. (d) 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. |
PENSIONS AND OTHER POST-RETIREM
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | 12 Months Ended |
Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | |
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | (19) PENSIONS AND OTHER POST-RETIREMENT BENEFITS The Company has a defined contribution 401(k) retirement savings plan ("the 401(k) plan") which covers employees who meet certain age and service requirements. The Company had a defined contribution pension plan that was terminated in December 2014 and subsequently incorporated into the Company's defined contribution 401(k) plan. The pension plan provided for monthly contributions of 5% of the participant's compensation, not to exceed certain limits. Pension expense, included in selling, general and administrative expenses in the accompanying consolidated statements of income, was $3.9 million and $8.2 million for the years ended June 30, 2015 and 2014 , respectively. The 401(k) plan provides for monthly employee contributions of up to 20% and matching monthly employer contributions up to 4% of the participant's compensation, not to exceed certain limits. The 401(k) expense, included in selling, general and administrative expenses in the accompanying consolidated statements of income, was $8.5 million , $6.6 million and $6.8 million for the years ended June 30, 2016, 2015 and 2014 , respectively. The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions, in excess of the tax limits applicable to the pension, which terminated on December 31, 2014, and 401(k) plans. S ee Note 3 - Significant Accounting Policies . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (20) INCOME TAXES The Company's income tax expense is attributable to the activities of the Company, PHSI and PSCI, all of which are subchapter C corporations. Under the provisions of federal and state statutes, Premier LP is not subject to federal and state income taxes. For federal and state income tax purposes, income realized by Premier LP is taxable to its partners. The Company, PHSI and PSCI are subject to U.S. federal and state income taxes. Significant components of the consolidated expense for income taxes are as follows, (in thousands): June 30, 2016 2015 2014 Current: Federal $ 19,765 $ 15,240 $ 14,331 State 4,242 2,808 3,558 Total current expense 24,007 18,048 17,889 Deferred: Federal 15,703 15,770 8,832 State 10,011 2,524 988 Total deferred expense 25,714 18,294 9,820 Provision for income taxes $ 49,721 $ 36,342 $ 27,709 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. A reconciliation of the amount at the statutory federal income tax rate to the actual tax expense is as follows, (in thousands): June 30, 2016 2015 2014 Computed tax expense $ 99,709 $ 94,895 $ 126,115 Partnership income (federal) not subject to tax to the Company (85,063 ) (82,751 ) (109,445 ) State taxes (net of federal benefit) 664 1,961 2,136 Meals and entertainment and other permanent items 1,051 1,840 972 Research and development credits (1,562 ) (2,160 ) (639 ) Benefit on subsidiaries treated separately for income tax purposes (7,497 ) (6,323 ) — Gain on intercompany sale of Premier Plans, LLC — — 11,908 Change in valuation allowance 36,279 28,210 (3,150 ) Deferred tax revaluation 8,080 — — Other (1,940 ) 670 (188 ) Provision for income taxes $ 49,721 $ 36,342 $ 27,709 Effective income tax rate 17.5 % 13.4 % 7.7 % The effective tax rate has increased from the prior years as a result of the increase in valuation allowance recorded against deferred tax assets and PHSI and tax expense associated with revaluing the deferred tax assets at Premier associated with a reduction in the North Carolina state income tax rate for years 2016 and beyond that was not present in the prior year. Deferred Income Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2016 and 2015 are presented below (in thousands): June 30, 2016 2015 Deferred tax asset Partnership basis differences in Premier LP $ 413,408 $ 337,889 Stock compensation 36,884 18,079 Accrued expenses 33,438 34,281 Net operating losses and credits 24,753 8,791 Other 5,073 7,301 Total deferred tax assets 513,556 406,341 Valuation allowance for deferred tax assets (64,958 ) (28,679 ) Net deferred tax assets 448,598 377,662 Deferred tax liability Purchased intangible assets and depreciation (25,749 ) (23,939 ) Net deferred tax asset $ 422,849 $ 353,723 At June 30, 2016 , the Company had federal and state net operating loss carryforwards of $49.6 million and $52.5 million , respectively, primarily attributable to PHSI. The resulting federal and state deferred tax assets are approximately $17.4 million and $2.3 million , respectively. The federal and state net operating loss carryforwards expire between the years ended June 30, 2018 through June 30, 2036, unless utilized. We believe it is more likely than not that a portion of these net operating loss will be carried back to offset tax liabilities in the prior years. However, there are federal and state loss carryforwards for which a valuation allowance was established as these losses are not expected to be utilized prior to their expiration. At June 30, 2016 , the Company had federal research and development credit carryforwards of $5.1 million and nominal state credit carryforwards. The federal credit carryforwards expire at various times between the years ended June 30, 2020 through June 30, 2036, unless utilized. A valuation allowance was established as the Company believes it is more likely than not that a significant portion of the federal and state credit carryforwards will not be realized in the near future. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Annually, the Company assesses the future realization of the tax benefit of its existing deferred tax assets and determines whether a valuation allowance is needed. Based on the Company's assessment, we have concluded that it is more likely than not that some of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $65.0 million against its deferred tax assets at June 30, 2016 , an increase of $36.3 million from the $28.7 million valuation allowance recorded as of June 30, 2015 . As of June 30, 2016 and 2015 , the Company had recognized net deferred tax assets of $422.8 million and $353.7 million , respectively. The increase of $69.1 million in deferred tax assets was primarily attributable to (i) the increase of $99.8 million in connection with the exchange of member owner Class B common units pursuant to the Exchange Agreement that occurred during fiscal year 2016 and (ii) $18.6 million recorded in the ordinary course of business, partially offset by (i) 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, (ii) a $5.0 million decrease in deferred tax asset attributable to tax receivable payments that are no longer due to departed member owners and (iii) a valuation allowance recorded against deferred tax assets of $36.3 million at PHSI. The deferred tax benefits of $94.8 million associated with the exchanges of member owner Class B shares and departed member owners are directly reported to contributed capital, resulting in a deferred income tax expense of $25.7 million in the year ended June 30, 2016 . 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 non-current on the balance sheet instead of separating into current and non-current. As noted in Note 3 - 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 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 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 Unrecognized Tax Benefits The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in other liabilities in the consolidated balance sheet. A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the years ended June 30, 2016, 2015 and 2014 are as follows: June 30, 2016 2015 2014 Beginning of year balance $ 3,436 $ 1,438 $ 759 Increases in prior period tax positions 318 1,185 353 Decreases in prior period tax positions (201 ) — — Decreases due to lapse in statute of limitations (721 ) (225 ) (253 ) Increases in current period tax positions 1,549 1,038 579 End of year balance $ 4,381 $ 3,436 $ 1,438 If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision and effective tax rate would be impacted by $3.4 million , $3.2 million and $1.4 million , including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2016, 2015 and 2014 , respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $0.4 million and $0.2 million at June 30, 2016 and 2015 . The Company has determined that it is reasonably possible that its existing reserve for uncertain income tax positions at June 30, 2016 will change in the next twelve months; however, the Company does not expected the changes to have a material impact on its consolidated financial statements. In the second quarter of fiscal year 2016, the IRS examination of PHSI’s income tax return for tax year ended June 30, 2013 was settled with no adjustment. Federal tax returns for tax years ended June 30, 2014 and 2015 remain open as of June 30, 2016. Furthermore, the Company is subject to ongoing state and local examinations for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s financial position or results of operations, nor does the company anticipate a material impact in the future. The Company made cash tax payments of $24.9 million during the year ended June 30, 2016 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (21) RELATED PARTY TRANSACTIONS GNYHA Services, Inc. ("GNYHA") and its member organizations owned approximately 11% of the outstanding partnership interests in Premier LP as of June 30, 2016 . Net administrative fees revenue based on purchases by GNYHA and its member organizations was $66.8 million , $60.9 million and $62.0 million for the years ended June 30, 2016, 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 $7.6 million and $7.1 million of revenue share obligations in the accompanying consolidated balance sheets relate to revenue share obligations to GNYHA and its member organizations at June 30, 2016 and 2015 , respectively. The Company also maintains a group purchasing agreement with GNYHA Alternate Care Purchasing Corporation, d/b/a Essensa, under which Essensa utilizes the Company's GPO supplier contracts. Net administrative fees revenue recorded with Essensa was $2.8 million , $2.4 million and $2.0 million for the years ended June 30, 2016, 2015 and 2014 , respectively. At June 30, 2016 and 2015 , the Company had revenue share obligations to Essensa of $0.2 million . In addition, of the $22.5 million and $22.4 million limited partners' distribution payable in the accompanying consolidated balance sheets at June 30, 2016 and 2015 , respectively, $2.9 million and $3.0 million , respectively, are payable to GNYHA and its member organizations at June 30, 2016 and 2015 , respectively. In addition, $32.1 million , $32.6 million and $14.1 million were recorded during the years ended June 30, 2016, 2015 and 2014 , respectively, for services and support revenue earned from GNYHA and its member organizations. Services and support revenue increased from the year ended June 30, 2014 to the year ended June 30, 2015 primarily due to the increased participation by GNYHA and its member organizations in the Company's specialty pharmacy program. Receivables from GNYHA and its member organizations, included in due from related parties in the accompanying consolidated balance sheets, were $2.6 million and $3.0 million at June 30, 2016 and 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 consolidated statements of income is $21.8 million , $21.3 million and $17.0 million for the years ended June 30, 2016, 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 $44.3 million , $38.7 million and $35.0 million for the years ended June 30, 2016, 2015 and 2014 , respectively. At June 30, 2016 and 2015 , the Company had revenue share obligations to Innovatix of $4.2 million and $3.7 million , respectively, in the accompanying consolidated balance sheets. The Company conducts all operational activities for American Excess Insurance Exchange Risk Retention Group ("AEIX"), a reciprocal risk retention group that provides excess and umbrella healthcare professional and general liability insurance to certain hospital and healthcare system members. The Company is reimbursed by AEIX for actual costs, plus an annual incentive management fee not to exceed $0.5 million per calendar year. The Company received cost reimbursement of $4.3 million , $4.7 million and $4.9 million for the years ended June 30, 2016, 2015 and 2014 , respectively, and annual incentive management fees of $0.2 million , $0.5 million and $0.4 million for the years ended June 30, 2016, 2015 and 2014 , respectively. As of June 30, 2016 and 2015 , $0.5 million and $0.4 million , respectively, in amounts receivable from AEIX are included in due from related parties in the accompanying consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (22) COMMITMENTS AND CONTINGENCIES The Company leases office space under operating leases. The office space leases provide for escalating rent payments during the lease terms. The Company recognizes rent expense on a straight-line basis over the lease term. Rent and associated operating expenses totaled $10.1 million , $11.4 million and $9.1 million for the years ended June 30, 2016, 2015 and 2014 , respectively. Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): 2017 $ 9,620 2018 8,915 2019 8,722 2020 8,011 2021 7,546 Thereafter 33,235 Total minimum lease payments $ 76,049 The Company is not currently involved in any litigation it believes to be significant. 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. If current or future government regulations, specifically, those with respect to antitrust or healthcare laws, are interpreted or enforced in a manner adverse to the Company or its business, the Company may be subject to enforcement actions, penalties and other material limitations which could have a material adverse effect on the Company's business, financial condition and results of operations. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENTS | (23) 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 net revenue and Segment Adjusted EBITDA (in thousands): Year Ended June 30, Net Revenue 2016 2015 2014 Supply Chain Services Net administrative fees $ 498,394 $ 457,020 $ 464,837 Other services and support 4,385 1,977 778 Services 502,779 458,997 465,615 Products 326,646 279,261 212,526 Total Supply Chain Services 829,425 738,258 678,141 Performance Services 333,169 268,771 232,408 Total $ 1,162,594 $ 1,007,029 $ 910,549 Year Ended June 30, Segment Adjusted EBITDA 2016 2015 2014 Supply Chain Services $ 439,013 $ 391,180 $ 396,470 Performance Services 110,787 90,235 73,898 Corporate (108,825 ) (88,240 ) (78,080 ) Total $ 440,975 $ 393,175 $ 392,288 A reconciliation of Segment Adjusted EBITDA to income before income taxes is as follows (in thousands): Year Ended June 30, 2016 2015 2014 Segment Adjusted EBITDA $ 440,975 $ 393,175 $ 392,288 Depreciation and amortization (51,102 ) (45,186 ) (36,761 ) Amortization of purchased intangible assets (33,054 ) (9,136 ) (3,062 ) Stock-based compensation (a) (49,081 ) (28,498 ) (19,476 ) Acquisition related expenses (b) (15,804 ) (9,037 ) (2,014 ) Strategic and financial restructuring expenses (c) (268 ) (1,373 ) (3,760 ) Adjustment to tax receivable agreement liability (d) 4,818 — (6,215 ) ERP implementation expenses (e) (4,870 ) — — Acquisition related adjustment - deferred revenue (f) (5,624 ) (13,371 ) — Equity in net income of unconsolidated affiliates (g) (21,647 ) (21,285 ) (16,976 ) Deferred compensation plan income (expense) 1,605 753 (1,972 ) Operating income 265,948 266,042 302,052 Equity in net income of unconsolidated affiliates (g) 21,647 21,285 16,976 Interest and investment income (loss), net (h) (1,021 ) 866 1,019 (Loss) gain on investment (i) — (1,000 ) 38,372 Loss on disposal of long-lived assets — (15,243 ) — Other (expense) income, net (j) (1,692 ) (823 ) 1,907 Income before income taxes $ 284,882 $ 271,127 $ 360,326 (a) Represents non-cash employee stock-based compensation expense and $0.4 million stock purchase plan expense in the year ended June 30, 2016 . (b) Represents legal, accounting and other expenses related to acquisition activities. (c) Represents legal, accounting and other expenses directly related to strategic and financial restructuring activities. During the years ended June 30, 2016 and 2015 , strategic and financial restructuring expenses were incurred in connection with the company-directed offerings conducted pursuant to the Registration Rights Agreement. During the year ended June 30, 2014, strategic and financial restructuring expenses were incurred in connection with the Reorganization and IPO. (d) Represents adjustment to tax receivable agreement liability for a 1% decrease in the North Carolina state income tax rate during the year ended June 30, 2016 and adjustment to tax receivable agreement liability for the Premier LP change in tax accounting method approved by the Internal Revenue Service subsequent to the original recording of the tax receivable agreement liability during the year ended June 30, 2014. (e) Represents implementation and other costs associated with the implementation of a new enterprise resource planning ("ERP") system. (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. (h) Represents interest expense (income), net and realized gains and losses on our marketable securities. (i) Represents the loss on investment for the year ended June 30, 2015 and the gain on the sale of our investment in GHX for the year ended June 30, 2014. (j) Represents loss on sale of assets and unrealized gain (loss) on deferred compensation plan assets. The following tables present capital expenditures, total assets and depreciation and amortization expense (in thousands): Year Ended June 30, Capital Expenditures 2016 2015 2014 Supply Chain Services $ 914 $ 1,815 $ 2,719 Performance Services 62,337 63,435 50,655 Corporate 13,739 5,484 2,366 Total $ 76,990 $ 70,734 $ 55,740 June 30, Total Assets 2016 2015 Supply Chain Services $ 345,219 $ 466,537 Performance Services 934,588 457,963 Corporate 575,576 605,691 Total $ 1,855,383 $ 1,530,191 Year Ended June 30, Depreciation and Amortization Expense (a) 2016 2015 2014 Supply Chain Services $ 1,401 $ 1,964 $ 1,482 Performance Services 76,500 47,131 33,467 Corporate 6,255 5,227 4,874 Total $ 84,156 $ 54,322 $ 39,823 (a) Includes amortization of purchased intangible assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (24) SUBSEQUENT EVENTS On July 26, 2016, the Company through its consolidated subsidiary, PSCI, acquired 49% of the issued and outstanding stock of FFF Enterprises, Inc. ("FFF") for $65.7 million in cash. FFF is a distributor of plasma products, vaccines, biosimilars and other specialty pharmaceuticals and biopharmaceuticals, of which Premier, through its group purchasing agreement, and its members are a large existing customer. We will account for the investment in FFF under the equity method of accounting and report it as part of our supply chain services segment. On August 4, 2016, the North Carolina Department of Revenue notified taxpayers that the state corporate tax rate has been reduced from 4% to 3% for the tax year beginning on or after January 1, 2017. The Company is evaluating the impact and will record adjustments to reflect the effects of the change in the first quarter of the fiscal year 2017. On August 23, 2016, we closed our previously announced acquisition of Acro Pharmaceutical Services LLC ("Acro") and Community Pharmacy Services, LLC ("Community Pharmacy"). Through our consolidated subsidiary, PSCI, we acquired 100% of the membership interests of Acro and Community Pharmacy for $68.7 million in cash, subject to adjustment based on Acro's and Community Pharmacy's (i) cash on hand, (ii) outstanding indebtedness and (iii) net working capital at closing. The acquisition was funded with available cash on hand. Acro and Community Pharmacy are specialty pharmacy businesses which provide customized healthcare management solutions to their clients. We will report both Acro and Community Pharmacy as part of our supply chain services segment. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | (25) QUARTERLY FINANCIAL DATA (UNAUDITED) Unaudited summarized financial data by quarter for the years ended June 30, 2016 and 2015 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal 2016 Net revenue $ 270,835 $ 291,669 $ 298,669 301,421 Gross profit 161,712 179,072 186,576 178,178 Net income 52,253 60,995 71,557 50,356 Net income attributable to non-controlling interest (47,900 ) (49,817 ) (56,018 ) (39,812 ) Adjustment of redeemable limited partners' capital to redemption amount 466,801 (65,561 ) 284,409 91,101 Net income (loss) attributable to stockholders $ 471,154 $ (54,383 ) $ 299,948 $ 101,645 Weighted average shares outstanding: Basic 37,735 41,575 44,716 45,506 Diluted 145,560 41,575 145,018 144,621 Net income (loss) per share attributable to stockholders: Basic $ 12.49 $ (1.31 ) $ 6.71 $ 2.23 Diluted $ 0.24 $ (1.31 ) $ 0.43 $ 0.30 Fiscal 2015 Net revenue $ 229,308 $ 249,445 $ 261,723 $ 266,553 Gross profit 139,287 154,913 158,908 157,011 Net income 64,887 65,808 72,029 32,061 Net income attributable to non-controlling interest (55,614 ) (56,537 ) (59,820 ) (24,071 ) Adjustment of redeemable limited partners' capital to redemption amount (382,657 ) (42,250 ) (387,062 ) (92,066 ) Net loss attributable to stockholders $ (373,384 ) $ (32,979 ) $ (374,853 ) $ (84,076 ) Weighted average shares outstanding: Basic 32,376 35,589 37,316 37,576 Diluted 32,376 35,589 37,316 37,576 Net loss per share attributable to stockholders: Basic $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) Diluted $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Years Ended June 30, 2016, 2015 and 2014 (in thousands) Beginning Balance Additions/(Reductions) to Expense or Other Accounts Deductions Ending Balance Year ended June 30, 2016 Allowance for doubtful accounts $ 1,153 1,655 827 $ 1,981 Deferred tax assets valuation allowance $ 28,679 36,279 — $ 64,958 Year ended June 30, 2015 Allowance for doubtful accounts $ 1,054 144 45 $ 1,153 Deferred tax assets valuation allowance $ 470 28,396 187 $ 28,679 Year ended June 30, 2014 Allowance for doubtful accounts $ 671 499 116 $ 1,054 Deferred tax assets valuation allowance $ 3,719 (3,249 ) — $ 470 |
SIGNIFICANT ACCOUNTING POLICI34
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation Basis of Presentation The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), holds an approximate 32% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' approximate 68% ownership of Premier LP is reflected as redeemable limited partners' capital in the Company's accompanying consolidated balance sheets, and the limited partners' proportionate share of income in Premier LP is reflected within net income attributable to non-controlling interest in Premier LP in the Company's consolidated statements of income and within comprehensive income attributable to non-controlling interest in the consolidated statements of comprehensive income. The member owners owned approximately 68% and 74% of the Company's combined Class A and Class B common stock (the "common stock") through their ownership of Class B common stock at June 30, 2016 and 2015 , respectively. During the year ended June 30, 2016 , the member owners exchanged approximately 7.7 million of their Class B common units and associated Class B common stock for an equal amount of 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 Company's initial public offering (the "IPO," and collectively with the Reorganization, the "Reorganization and IPO") on October 1, 2013 (See Note 17 - Earnings (Loss) Per Share ). See Note 2 - Initial Public Offering and Reorganization for further information on the Exchange Agreement. As a result, at June 30, 2016 , the member owners owned approximately 68% of the Company's combined common stock through their ownership of Class B common stock, and the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges, owned approximately 32% of the Company's outstanding common stock. Principles of Consolidation After the completion of the Reorganization and IPO, Premier Healthcare Solutions, Inc. ("PHSI") became a consolidated subsidiary of the Company. PHSI is considered the predecessor of the Company for accounting purposes and accordingly, PHSI's consolidated financial statements are the Company's historical financial statements for periods prior to October 1, 2013. The historical consolidated financial statements of PHSI are reflected herein based on PHSI's historical ownership interests of Premier LP and its consolidated subsidiaries. See Note 2 - Initial Public Offering and Reorganization for further information related to the IPO and the Reorganization. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, the consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, including normal recurring adjustments. We have reclassified certain prior period amounts for deferred income tax assets to be consistent with the current period presentation (see Note 3 - Significant Accounting Policies ). |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates including estimates for 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, future cash flows associated with asset impairments and the allocation of purchase price are evaluated on an ongoing basis. 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. |
Business Combinations | Business Combinations We account for acquisitions using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. |
Marketable Securities | Marketable Securities The Company invests its excess cash in commercial paper, U.S. government securities, corporate debt securities and other securities with maturities generally ranging from three months to five years from the date of purchase. Marketable securities, classified as available-for-sale, are carried at fair market value, with the unrealized gains and losses on such investments reported in comprehensive income as a separate component of stockholders' (deficit) equity or redeemable limited partners' capital as appropriate. Realized gains and losses, and other-than-temporary declines in investments, are included in other income, net in the accompanying consolidated statements of income. The Company uses the specific-identification method to determine the cost of securities sold. The Company does not hold publicly traded equity investments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Accounts Receivable | Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. |
Inventory | Inventory Inventory consisting of finished goods, primarily medical products and other non-pharmaceutical products, are stated at the lower of cost or market on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or market on a first-in, first-out basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 8 - Property and Equipment, Net . Costs to develop internal use computer software during the application development stage are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying consolidated balance sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue in the accompanying consolidated statements of income. The Company capitalized costs related to software developed for internal use of $61.0 million and $57.9 million during the years ended June 30, 2016 and 2015 , respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition and other economic factors. |
Intangible Assets | Intangible Assets Definite-lived intangible assets consist primarily of acquired technology, customer relationships and trade names, and are amortized on a straight-line basis over their EUL. See Note 9 - Intangible Assets, Net . The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. An impairment loss is recognized if the carrying amount of a definite-lived intangible asset exceeds the estimated fair value on the measurement date. |
Goodwill | Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. |
Deferred Compensation Plan Assets and Related Liabilities | Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. |
Investments | Investments The Company uses the cost method to account for investments in businesses that are not publicly traded and for which the Company does not control or have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at lower of cost or fair value, as appropriate, and are classified as long-term and included in other assets. Investments held by the Company in businesses that are not publicly traded and for which the Company has the ability to exercise significant influence over operating and financial management are accounted for under the equity method. In accordance with the equity method, these investments are originally recorded at cost and are adjusted for the Company's proportionate share of earnings, losses and distributions. These investments are classified as long-term and included in other assets. See Note 12 - Investments . The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized and recorded in other income (expense), net in the accompanying consolidated statements of income. |
Tax Receivable Agreements | Tax Receivable Agreements The Company records a liability related to the tax receivable agreements based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15 -year period, in connection with the additional tax benefits created in connection with the Reorganization and IPO. Tax payments under the tax receivable agreements will be made to the member owners as the Company realizes tax benefits attributable to the initial purchase of Class B common units from the member owners in the Reorganization and IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between the Company and the member owners. Determining the estimated amount of tax savings the Company expects to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. Changes in the estimated tax receivable agreement liability that are the result of a change in tax accounting method are recorded in selling, general and administrative expense in the consolidated statements of income. Changes in the estimated tax receivable agreement liability that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase to additional paid-in capital in the consolidated statements of stockholders' (deficit) equity. |
Redeemable Limited Partner's Capital | Redeemable Limited Partner's Capital The LP agreement includes a provision that provides for redemption of a limited partner’s interest upon termination as follows: For Class B common units not yet eligible for exchange, those will be redeemed at a purchase price which is the lower of the limited partner’s capital account balance in Premier LP immediately prior to the IPO after considering any IPO proceeds received and the fair market value of the Class A common stock of the Company on the date of the termination with either (a) a five -year, unsecured, non-interest bearing term promissory note, (b) a cashier’s check or wire transfer of immediately available funds in an amount equal to the present value of the Class B unit redemption amount, or (c) payment on such other terms mutually agreed upon with Premier GP. For Class B common units that are eligible for exchange, the limited partner is also required to exchange all eligible Class B common units on the next exchange date following the date of the termination. A limited partner cannot redeem all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the board of directors. Given the limited partners hold the majority of the votes of the board of directors, limited partners' capital has a redemption feature that is not solely within the control of the Company. As a result, the Company reflects limited partners’ capital on the consolidated balance sheets as redeemable limited partners’ capital in temporary equity. In addition, the limited partners have the ability to exchange their Class B common units for cash or Class A common shares on a one -for- one basis. Accordingly, the Company records redeemable limited partners' capital at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement at the reporting date, with the corresponding offset to additional paid-in-capital and retained earnings (accumulated deficit). |
Distributions to Limited Partners under the LP Agreement | Distributions to Limited Partners under the LP Agreement Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner’s participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. |
Net Revenue | Net Revenue Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the supply chain segment. Other services and support revenue consists primarily of fees generated by the performance services segment in connection with the Company's SaaS informatics products subscriptions, advisory services and performance improvement collaborative subscriptions. Product revenue consists of specialty pharmacy and direct sourcing product sales, which are included in the supply chain segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectability is reasonably assured. Net Administrative Fees Revenue Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. The Company, through its group purchasing program, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition principles, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying consolidated statements of income. |
Other Services and Support Revenue | Other Services and Support Revenue Performance services revenue consists of SaaS informatics products subscriptions, certain perpetual and term licenses, performance improvement collaborative and other service subscriptions, professional fees for advisory services, and insurance services management fees and commissions from group-sponsored insurance programs. SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 90 to 170 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 300 to 350 days following contract execution before the licensed software products can be fully utilized by the member. Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. Professional fees for advisory services are sold under contracts, the terms of which vary based on the nature of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, generally one year. Certain administrative and/or patient management specialty pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. |
Product Revenue | Product Revenue Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. |
Multiple Deliverable Arrangements | Multiple Deliverable Arrangements The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and advisory services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. The Company establishes VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. |
Performance Guarantees | Performance Guarantees On limited occasions, the Company enters into agreements which provide for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred advisory fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred advisory fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the advisory fees are deferred until the performance target is met. |
Cost of Revenue | Cost of Revenue Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including advisory services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. Cost of product revenue consists of purchase and shipment costs for specialty pharmaceuticals and direct sourced medical products. |
Selling, General and Administrative Expenses | Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead expenses. |
Research and Development Expenses | Research and development expenses consist of employee-related compensation and benefits expenses, and third-party consulting fees of technology professionals, incurred to develop, support and maintain the Company's software-related products and services. |
Amortization of Purchased Intangible Assets | Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Software Development Costs | Software Development Costs Costs to develop internal use computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized and amortized over the estimated useful life of the software, once it is placed into operation. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in depreciation and amortization expense. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company's tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company's tax expense for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be "more likely than not" that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return if it believes it is "more likely than not" that such tax positions would be sustained. There is considerable judgment involved in determining whether it is "more likely than not" that positions taken on the tax returns would be sustained. The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax accruals and related estimated interest charges that are considered appropriate. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in stockholders' equity during a period from non-owner sources. Net income and other comprehensive income, including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income. |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Basic earnings (loss) per share ("EPS") is calculated by dividing net income by the number of weighted average common shares outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is computed by dividing net income by the number of weighted average common shares increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company early adopted this standard as allowed 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 20 - 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. The Company early adopted the new standard as allowed effective January 1, 2016. The adoption of ASU 2015-16 did not result in any significant changes in the Company's results of operations or statement of position. For further information, see Note 10 - Goodwill . Recently Issued Accounting Standards Not Yet Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting , which is intended to simplify the accounting for employee share-based payments. The amendments in this updated guidance include changes to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of such share-based awards as either equity or liabilities and classification in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which is intended to increase transparency and comparability among organizations of accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Entities will be required to recognize and measure leases as of the earliest period presented using a modified retrospective approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued 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 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. ASU 2015-03 states that the SEC staff 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, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2016. The guidance has no impact on the Company’s accounting for debt issuance costs associated with its line-of-credit. 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 fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. 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 beginning after December 15, 2015, including interim periods within those fiscal years. 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 has completed its evaluation and has concluded there is no material impact from the adoption of the new standard on its consolidated financial statements other than providing additional disclosures regarding its consolidation of Premier LP. 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 beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption as of the original effective date for public entities will be permitted. The FASB issued another amendment in ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations , in March 2016 related to a third party providing goods or services to a customer. When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself, the entity acts as a principal. If an entity arranges for the good or service to be provided by a third party, the entity acts as an agent. The standard requires principals to recognize revenue for the gross amount and agents to recognize revenue for the amount of any fee or commission it expects to be entitled. The new standard, as amended, will be effective with ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing , which clarifies specific aspects of ASU 2014-09, Revenue from Contracts with Customers, clarifying how to identify performance obligations and guidance related to licensing implementation. This new standard provides guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property or a right to access the entity's intellectual property. The new standard, as amended, will be effective with ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients , which clarifies specific aspects of ASU 2014-09, Revenue from Contracts with Customers , clarifying how to identify performance obligations and guidance related to its promise in granting a license of intellectual property. This new standard provides guidance to allow entities to disregard items that are immaterial in the context of the contract, clarify when a promised good or service is separately identifiable and allow an entity to elect to account for the cost of shipping and handling performed after control of a good has been transferred to the customer as a fulfillment cost. The new standard also clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property to help determine whether it recognizes revenue over time or at a point in time and addresses how entities should consider license renewals and restrictions. The new standard, as amended, will be effective with ASU 2014-09. The new revenue recognition standards, 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 standards 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) | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Net Assets Acquired and Liabilities Assumed | The following table summarizes the 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 3,877 Other current assets 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,177 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,958 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities, Classified as Available-for-sale | Marketable securities, classified as available-for-sale, consist of the following (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value June 30, 2016 Corporate debt securities $ 33,267 $ — $ (135 ) $ 33,132 Asset-backed securities 14,755 3 (1 ) 14,757 $ 48,022 $ 3 $ (136 ) $ 47,889 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 |
Maturities of Marketable Securities | At June 30, 2016 , the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 17,768 $ 17,759 Due after one year through five years 30,254 30,130 $ 48,022 $ 47,889 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets at Fair Value on a Recurring Basis | The Company measures the following assets at fair value on a recurring basis (in thousands): Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2016 Cash equivalents $ 83,846 $ 83,846 $ — $ — Corporate debt securities 33,132 — 33,132 — Asset-backed securities 14,757 — 14,757 — Deferred compensation plan assets (a) 41,917 41,917 — — Total assets $ 173,652 $ 125,763 $ 47,889 $ — Earn-out liabilities (b) 4,128 — — 4,128 Total liabilities $ 4,128 $ — $ — $ 4,128 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. (b) Earn-out liabilities incurred in connection with acquisitions of InFlow and HCI, valued at $4.1 million and zero , respectively, at June 30, 2016 . |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): June 30, 2016 2015 Accounts receivable $ 112,443 $ 88,078 Managed services receivable 33,728 10,941 Other 234 1,254 146,405 100,273 Allowance for doubtful accounts (1,981 ) (1,153 ) Accounts receivable, net $ 144,424 $ 99,120 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): June 30, Useful life 2016 2015 Capitalized software 3-5 years $ 361,864 $ 298,106 Computer hardware 3-5 years 53,547 46,806 Furniture and other equipment 5 years 8,102 7,630 Leasehold improvements Lesser of estimated useful life or term of lease 16,318 15,768 439,831 368,310 Accumulated depreciation and amortization (265,751 ) (220,685 ) Property and equipment, net $ 174,080 $ 147,625 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consist of the following (in thousands): June 30, Useful Life 2016 2015 Technology 5.0 years $ 143,727 $ 34,524 Customer relationships 8.3 years 48,120 16,120 Trade names 7.0 years 13,160 5,760 Non-compete agreements 5.0 years 4,080 80 Total intangible assets 209,087 56,484 Accumulated amortization (50,870 ) (17,815 ) Total intangible assets, net $ 158,217 $ 38,669 |
Schedule of Estimated Aggregate Amortization Expense | The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2017 $ 35,855 2018 35,332 2019 33,776 2020 28,975 2021 7,864 Thereafter 13,015 Total amortization expense (a) $ 154,817 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which is classified as technology in the total intangible assets table, of $3.4 million , as these assets have not yet been completed. |
Schedule of Net Carrying Value of Intangible Assets by Segment | The net carrying value of intangible assets by segment is as follows (in thousands): June 30, 2016 2015 Supply Chain Services $ — $ 347 Performance Services 158,217 38,322 $ 158,217 $ 38,669 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
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 measurement period Total Balance at June 30, 2015 $ 31,765 $ 183,880 $ — $ 215,645 CECity acquisition (a) — 273,713 245 273,958 HCI acquisition (a) — 41,905 534 42,439 InFlow acquisition (a) — 5,827 93 5,920 Balance at June 30, 2016 $ 31,765 $ 505,325 $ 872 $ 537,962 (a) See Note 4 - Business Acquisitions . |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Long-term Assets | Other long-term assets consist of the following (in thousands): June 30, 2016 2015 Investments $ 16,800 $ 14,283 Deferred loan costs, net 1,595 2,095 Other 10,895 759 Total other long-term assets $ 29,290 $ 17,137 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): Commitment Amount June 30, 2016 June 30, 2015 Due Date Balance Outstanding Balance Outstanding Credit Facility $ 750,000 June 24, 2019 $ — $ — Notes Payable — Various 19,342 17,935 19,342 17,935 Less: current portion (5,484 ) (2,256 ) Total long-term debt $ 13,858 $ 15,679 |
Schedule of Principal Payments of Notes Payable | Future minimum principal payments as of June 30, 2016 are as follows (in thousands): 2017 $ 5,484 2018 7,995 2019 260 2020 2,420 2021 3,183 Thereafter — Total principal payments $ 19,342 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): June 30, 2016 2015 Deferred rent $ 16,049 $ 15,996 Reserve for uncertain tax positions 3,815 3,436 Earn-out liability, less current portion 3,659 — Accrued compensation 455 1,482 Total other long-term liabilities $ 23,978 $ 20,914 |
REDEEMABLE LIMITED PARTNERS' 45
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Stock Exchanged by Member Owners | The following table summarizes the number of Class B common units and associated shares of Class B common stock exchanged by member owners for a like number of shares of the Company's Class A common stock during the year ended June 30, 2016 (in thousands, except share amounts): Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital July 31, 2015 91,374 $ 3,268 November 2, 2015 5,830,458 206,281 February 1, 2016 1,591,807 51,049 May 2, 2016 209,359 7,083 7,722,998 $ 267,681 |
Changes in Redeemable Limited Partners' Capital | The table below shows the changes in redeemable limited partners' capital classified as temporary equity from June 30, 2013 to June 30, 2016 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital June 30, 2013 $ (56,571 ) $ 364,219 $ (13 ) $ 307,635 Issuance of redeemable limited partnership interest for notes receivable (7,860 ) 7,860 — — Receipts on receivables from limited partners 12,706 — — 12,706 Distributions and reductions applied to receivables from limited partners 33,586 (28,009 ) — 5,577 Redemption of limited partners — (1,781 ) — (1,781 ) Net income attributable to Premier LP — 303,336 — 303,336 Distributions to limited partners — (348,277 ) — (348,277 ) Contribution of PHSI common stock in connection with the IPO — 76,916 — 76,916 Purchase of Class A common units from Premier LP — 247,742 — 247,742 Purchase of Class B common units from PHSI — 30,072 — 30,072 Acquisition of non-controlling interest from members — (131,000 ) (3 ) (131,003 ) Net unrealized gain on marketable securities — — 163 163 Adjustment to redemption amount — 2,741,588 — 2,741,588 June 30, 2014 $ (18,139 ) $ 3,262,666 $ 147 $ 3,244,674 Distributions applied to receivables from limited partners 6,506 — — 6,506 Redemption of limited partners — (2,046 ) — (2,046 ) Net income attributable to Premier LP — 194,206 — 194,206 Distributions to limited partners — (92,273 ) — (92,273 ) Net unrealized loss on marketable securities — — (155 ) (155 ) Exchange of Class B common units for Class A common stock by member owners — (175,115 ) — (175,115 ) Adjustment to redemption amount — 904,035 — 904,035 June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions and notes payable applied to receivables from limited partners 5,407 — — 5,407 Redemption of limited partners — (4,281 ) — (4,281 ) Net income attributable to Premier LP — 193,547 — 193,547 Distributions to limited partners — (92,767 ) — (92,767 ) Net unrealized loss on marketable securities — — (77 ) (77 ) Exchange of Class B common units for Class A common stock by member owners — (267,681 ) — (267,681 ) Adjustment to redemption amount — (776,750 ) — (776,750 ) June 30, 2016 $ (6,226 ) $ 3,143,541 $ (85 ) $ 3,137,230 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Common Shares Used for Earnings (Loss) Per Share | The following table provides a reconciliation of common shares used for basic earnings (loss) per share and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2016 (d) 2015 (d) 2014 (e) Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 818,364 $ (865,292 ) $ (2,713,256 ) Numerator for diluted earnings (loss) per share: Net income attributable to stockholders $ 818,364 $ — $ — Adjustment of redeemable limited partners' capital to redemption amount (776,750 ) — — Net income attributable to non-controlling interest in Premier LP 193,547 — — Net income 235,161 — — Tax effect on Premier Inc. net income (a) (41,497 ) — — Adjusted net income $ 193,664 $ — $ — Denominator for basic earnings (loss) weighted average shares (b) 42,368 35,681 25,633 Denominator for diluted earnings (loss) per share: Effect of dilutive securities: (c) Stock options 348 — — Restricted stock 589 — — Performance share awards 1,429 — — Class B shares outstanding 100,574 — — Denominator for diluted earnings (loss) per share-adjusted: Weighted average shares and assumed conversions 145,308 35,681 25,633 Basic earnings (loss) per share $ 19.32 $ (24.25 ) $ (105.85 ) Diluted earnings (loss) per share $ 1.33 $ (24.25 ) $ (105.85 ) (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 (loss) 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 years ended June 30, 2016, 2015 and 2014 , respectively. (c) For the year ended June 30, 2016 , the effect of 1,292 stock options were excluded from the diluted weighted average shares outstanding as they have an anti-dilutive effect on the weighted average shares outstanding. For the year ended June 30, 2015 , the effect of 60 , 354 and 634 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 period. Further, 106,383 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 presented. For the year ended June 30, 2014 , the effect of 124 restricted stock units were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective period. Further, 112,511 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 presented. (d) The weighted average shares calculation is based on Premier, Inc. common shares outstanding for the years ended June 30, 2016 and 2015 . (e) The weighted average shares calculation is based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to June 30, 2014. |
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: 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 5,830,458 100,150,698 100,150,698 43,600,976 70%/30% February 1, 2016 1,591,807 1,591,807 96,802,070 96,802,070 45,239,204 68%/32% May 2, 2016 209,359 209,359 96,132,723 96,132,723 45,554,075 68%/32% August 1, 2016 (a) 1,323,654 1,323,654 94,809,069 94,809,069 47,365,528 67%/33% (a) As the quarterly exchange occurred on August 1, 2016, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2016 . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units | The following table includes information related to restricted stock unit awards for the year ended June 30, 2016 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 255,780 $ 35.10 Vested (630,818 ) $ 27.17 Forfeited (40,936 ) $ 30.33 Outstanding at June 30, 2016 403,117 $ 33.86 |
Schedule of Performance Share Awards | The following table includes information related to performance share awards for the year ended June 30, 2016 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 380,349 $ 35.50 Vested (a) — $ — Forfeited (28,509 ) $ 32.93 Outstanding at June 30, 2016 1,443,708 $ 30.02 (a) As of June 30, 2016, 815,016 performance shares vested but were subject to approval by the Compensation Committee of the Company's Board of Directors. These shares were included in the number of awards outstanding at June 30, 2016. The distribution of vested shares was approved on August 10, 2016 and distributed on August 23, 2016, on which date the classification of the shares was changed from outstanding to vested. |
Schedule of Stock Options Awards | The following table includes information related to stock options for the year ended June 30, 2016 : Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 863,717 $ 35.47 Exercised (129,458 ) $ 27.44 Forfeited (62,676 ) $ 34.16 Outstanding at June 30, 2016 3,314,661 $ 30.04 Outstanding and exercisable at June 30, 2016 2,074,973 $ 27.51 |
Schedule of Fair Value using Black-Scholes Option Pricing Model | The Company estimates the fair value of each stock option on the date of grant using 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: June 30, 2016 2015 2014 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 32.7% - 33.5% 34.8% - 39.5% 42.0% Risk-free interest rate (d) 1.15% - 1.82% 1.66% - 1.89% 1.71% Weighted average option grant date fair value $11.11 - $12.40 $12.82 - $14.15 $11.46 (a) 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. (b) 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. (c) The expected volatility rate is based on the observed historical volatilities of comparable companies. (d) 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) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Significant components of the consolidated expense for income taxes are as follows, (in thousands): June 30, 2016 2015 2014 Current: Federal $ 19,765 $ 15,240 $ 14,331 State 4,242 2,808 3,558 Total current expense 24,007 18,048 17,889 Deferred: Federal 15,703 15,770 8,832 State 10,011 2,524 988 Total deferred expense 25,714 18,294 9,820 Provision for income taxes $ 49,721 $ 36,342 $ 27,709 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the amount at the statutory federal income tax rate to the actual tax expense is as follows, (in thousands): June 30, 2016 2015 2014 Computed tax expense $ 99,709 $ 94,895 $ 126,115 Partnership income (federal) not subject to tax to the Company (85,063 ) (82,751 ) (109,445 ) State taxes (net of federal benefit) 664 1,961 2,136 Meals and entertainment and other permanent items 1,051 1,840 972 Research and development credits (1,562 ) (2,160 ) (639 ) Benefit on subsidiaries treated separately for income tax purposes (7,497 ) (6,323 ) — Gain on intercompany sale of Premier Plans, LLC — — 11,908 Change in valuation allowance 36,279 28,210 (3,150 ) Deferred tax revaluation 8,080 — — Other (1,940 ) 670 (188 ) Provision for income taxes $ 49,721 $ 36,342 $ 27,709 Effective income tax rate 17.5 % 13.4 % 7.7 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2016 and 2015 are presented below (in thousands): June 30, 2016 2015 Deferred tax asset Partnership basis differences in Premier LP $ 413,408 $ 337,889 Stock compensation 36,884 18,079 Accrued expenses 33,438 34,281 Net operating losses and credits 24,753 8,791 Other 5,073 7,301 Total deferred tax assets 513,556 406,341 Valuation allowance for deferred tax assets (64,958 ) (28,679 ) Net deferred tax assets 448,598 377,662 Deferred tax liability Purchased intangible assets and depreciation (25,749 ) (23,939 ) Net deferred tax asset $ 422,849 $ 353,723 |
Schedule of Retrospective Adjustments to Balance Sheet | In accordance with the prescribed guidance, the Company’s 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 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 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the years ended June 30, 2016, 2015 and 2014 are as follows: June 30, 2016 2015 2014 Beginning of year balance $ 3,436 $ 1,438 $ 759 Increases in prior period tax positions 318 1,185 353 Decreases in prior period tax positions (201 ) — — Decreases due to lapse in statute of limitations (721 ) (225 ) (253 ) Increases in current period tax positions 1,549 1,038 579 End of year balance $ 4,381 $ 3,436 $ 1,438 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): 2017 $ 9,620 2018 8,915 2019 8,722 2020 8,011 2021 7,546 Thereafter 33,235 Total minimum lease payments $ 76,049 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Net Revenue and EBITDA | The following tables present net revenue and Segment Adjusted EBITDA (in thousands): Year Ended June 30, Net Revenue 2016 2015 2014 Supply Chain Services Net administrative fees $ 498,394 $ 457,020 $ 464,837 Other services and support 4,385 1,977 778 Services 502,779 458,997 465,615 Products 326,646 279,261 212,526 Total Supply Chain Services 829,425 738,258 678,141 Performance Services 333,169 268,771 232,408 Total $ 1,162,594 $ 1,007,029 $ 910,549 Year Ended June 30, Segment Adjusted EBITDA 2016 2015 2014 Supply Chain Services $ 439,013 $ 391,180 $ 396,470 Performance Services 110,787 90,235 73,898 Corporate (108,825 ) (88,240 ) (78,080 ) Total $ 440,975 $ 393,175 $ 392,288 |
Reconciliation of Segment Adjusted EBITDA to Operating Income | A reconciliation of Segment Adjusted EBITDA to income before income taxes is as follows (in thousands): Year Ended June 30, 2016 2015 2014 Segment Adjusted EBITDA $ 440,975 $ 393,175 $ 392,288 Depreciation and amortization (51,102 ) (45,186 ) (36,761 ) Amortization of purchased intangible assets (33,054 ) (9,136 ) (3,062 ) Stock-based compensation (a) (49,081 ) (28,498 ) (19,476 ) Acquisition related expenses (b) (15,804 ) (9,037 ) (2,014 ) Strategic and financial restructuring expenses (c) (268 ) (1,373 ) (3,760 ) Adjustment to tax receivable agreement liability (d) 4,818 — (6,215 ) ERP implementation expenses (e) (4,870 ) — — Acquisition related adjustment - deferred revenue (f) (5,624 ) (13,371 ) — Equity in net income of unconsolidated affiliates (g) (21,647 ) (21,285 ) (16,976 ) Deferred compensation plan income (expense) 1,605 753 (1,972 ) Operating income 265,948 266,042 302,052 Equity in net income of unconsolidated affiliates (g) 21,647 21,285 16,976 Interest and investment income (loss), net (h) (1,021 ) 866 1,019 (Loss) gain on investment (i) — (1,000 ) 38,372 Loss on disposal of long-lived assets — (15,243 ) — Other (expense) income, net (j) (1,692 ) (823 ) 1,907 Income before income taxes $ 284,882 $ 271,127 $ 360,326 (a) Represents non-cash employee stock-based compensation expense and $0.4 million stock purchase plan expense in the year ended June 30, 2016 . (b) Represents legal, accounting and other expenses related to acquisition activities. (c) Represents legal, accounting and other expenses directly related to strategic and financial restructuring activities. During the years ended June 30, 2016 and 2015 , strategic and financial restructuring expenses were incurred in connection with the company-directed offerings conducted pursuant to the Registration Rights Agreement. During the year ended June 30, 2014, strategic and financial restructuring expenses were incurred in connection with the Reorganization and IPO. (d) Represents adjustment to tax receivable agreement liability for a 1% decrease in the North Carolina state income tax rate during the year ended June 30, 2016 and adjustment to tax receivable agreement liability for the Premier LP change in tax accounting method approved by the Internal Revenue Service subsequent to the original recording of the tax receivable agreement liability during the year ended June 30, 2014. (e) Represents implementation and other costs associated with the implementation of a new enterprise resource planning ("ERP") system. (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. (h) Represents interest expense (income), net and realized gains and losses on our marketable securities. (i) Represents the loss on investment for the year ended June 30, 2015 and the gain on the sale of our investment in GHX for the year ended June 30, 2014. (j) Represents loss on sale of assets and unrealized gain (loss) on deferred compensation plan assets. |
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): Year Ended June 30, Capital Expenditures 2016 2015 2014 Supply Chain Services $ 914 $ 1,815 $ 2,719 Performance Services 62,337 63,435 50,655 Corporate 13,739 5,484 2,366 Total $ 76,990 $ 70,734 $ 55,740 June 30, Total Assets 2016 2015 Supply Chain Services $ 345,219 $ 466,537 Performance Services 934,588 457,963 Corporate 575,576 605,691 Total $ 1,855,383 $ 1,530,191 Year Ended June 30, Depreciation and Amortization Expense (a) 2016 2015 2014 Supply Chain Services $ 1,401 $ 1,964 $ 1,482 Performance Services 76,500 47,131 33,467 Corporate 6,255 5,227 4,874 Total $ 84,156 $ 54,322 $ 39,823 (a) Includes amortization of purchased intangible assets. |
QUARTERLY FINANCIAL DATA (UNA51
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Unaudited summarized financial data by quarter for the years ended June 30, 2016 and 2015 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal 2016 Net revenue $ 270,835 $ 291,669 $ 298,669 301,421 Gross profit 161,712 179,072 186,576 178,178 Net income 52,253 60,995 71,557 50,356 Net income attributable to non-controlling interest (47,900 ) (49,817 ) (56,018 ) (39,812 ) Adjustment of redeemable limited partners' capital to redemption amount 466,801 (65,561 ) 284,409 91,101 Net income (loss) attributable to stockholders $ 471,154 $ (54,383 ) $ 299,948 $ 101,645 Weighted average shares outstanding: Basic 37,735 41,575 44,716 45,506 Diluted 145,560 41,575 145,018 144,621 Net income (loss) per share attributable to stockholders: Basic $ 12.49 $ (1.31 ) $ 6.71 $ 2.23 Diluted $ 0.24 $ (1.31 ) $ 0.43 $ 0.30 Fiscal 2015 Net revenue $ 229,308 $ 249,445 $ 261,723 $ 266,553 Gross profit 139,287 154,913 158,908 157,011 Net income 64,887 65,808 72,029 32,061 Net income attributable to non-controlling interest (55,614 ) (56,537 ) (59,820 ) (24,071 ) Adjustment of redeemable limited partners' capital to redemption amount (382,657 ) (42,250 ) (387,062 ) (92,066 ) Net loss attributable to stockholders $ (373,384 ) $ (32,979 ) $ (374,853 ) $ (84,076 ) Weighted average shares outstanding: Basic 32,376 35,589 37,316 37,576 Diluted 32,376 35,589 37,316 37,576 Net loss per share attributable to stockholders: Basic $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) Diluted $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) |
ORGANIZATION AND BASIS OF PRE52
ORGANIZATION AND BASIS OF PRESENTATION (Details) | May 02, 2016shares | Feb. 01, 2016shares | Nov. 02, 2015shares | Jul. 31, 2015shares | Jun. 30, 2016segmentshares | Jun. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of reportable segments | segment | 2 | |||||
Schedule of Organization [Line Items] | ||||||
Common stock owned, member owners, percentage | 32.00% | |||||
Limited partnership, limited partners ownership percentage | 68.00% | 74.00% | ||||
Class B Common Stock | ||||||
Schedule of Organization [Line Items] | ||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 209,359 | 1,591,807 | 5,830,458 | 91,374 | 7,722,998 |
INITIAL PUBLIC OFFERING AND R53
INITIAL PUBLIC OFFERING AND REORGANIZATION - Initial Public Offering (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 0 | $ 0 | $ 543,857 | |
Class B Common Units | Premier Healthcare Solutions, Inc. | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 30,100 | |||
Common limited partners units acquired (in shares) | 1,184,882 | |||
Class B Common Units | Member Owners | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 543,900 | |||
Common limited partners units acquired (in shares) | 21,428,571 | |||
Class A Common Units | Premier LP | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 247,700 | |||
Common limited partners units acquired (in shares) | 9,761,298 | |||
Class A Common Stock | ||||
Initial Public Offering [Line Items] | ||||
Common stock issued (in shares) | 32,374,751 | |||
Common stock issued, price per share (in dollars per share) | $ 27 | |||
Proceeds from issuance initial public offering, net of expenses | $ 821,700 |
INITIAL PUBLIC OFFERING AND R54
INITIAL PUBLIC OFFERING AND REORGANIZATION - Reorganization (Narrative) (Details) - Class B Common Stock - $ / shares | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2015 |
Reorganization [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | |
Member Owners | |||
Reorganization [Line Items] | |||
Common stock issued (in shares) | 112,607,832 | ||
Common stock, par value (in dollars per share) | $ 0.000001 |
INITIAL PUBLIC OFFERING AND R55
INITIAL PUBLIC OFFERING AND REORGANIZATION - Exchange Agreement (Narrative) (Details) | 12 Months Ended | |
Jun. 30, 2016 | Oct. 31, 2014 | |
Common Class B Unit | ||
Conversion of Stock [Line Items] | ||
Common stock conversion ratio | 1 | 1 |
Common Class B Unit | ||
Conversion of Stock [Line Items] | ||
Exchange agreement conversion ratio | 0.1429 |
INITIAL PUBLIC OFFERING AND R56
INITIAL PUBLIC OFFERING AND REORGANIZATION - Registration Rights Agreement (Narrative) (Details) | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2015 |
Related Party Transaction [Line Items] | |||
Resale shelf registration statement, effective term | 7 years | ||
Term of company-directed underwritten public offering | 3 years | ||
Limited partnership, limited partners ownership percentage | 68.00% | 74.00% | |
Member Owners | |||
Related Party Transaction [Line Items] | |||
Probationary period for company-directed underwritten public offering | 60 days | ||
Member Owners | Minimum | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Limited partnership, limited partners ownership percentage | 3.50% |
INITIAL PUBLIC OFFERING AND R57
INITIAL PUBLIC OFFERING AND REORGANIZATION - Tax Receivable Agreements (Narrative) (Details) | Oct. 01, 2013 | Jun. 30, 2016 |
Related Party Transaction [Line Items] | ||
Term of tax receivable agreement | 15 years | 15 years |
Member Owners | ||
Related Party Transaction [Line Items] | ||
Payment of realized income and franchise tax cash savings, percent | 85.00% |
INITIAL PUBLIC OFFERING AND R58
INITIAL PUBLIC OFFERING AND REORGANIZATION - GPO Participation Agreement (Narrative) (Details) - customer | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | |||
Participation agreement, term | 5 years | 7 years | |
Member Owners | |||
Related Party Transaction [Line Items] | |||
Concentration risk, number of customers | 2 | ||
Revenue sharing (participation agreements), percent | 30.00% | ||
Two Largest GPO Member Owners | |||
Related Party Transaction [Line Items] | |||
Participation agreement, term | 7 years | ||
Two Largest GPO Member Owners | Administrative Fee Revenue | |||
Related Party Transaction [Line Items] | |||
Concentration risk, percentage | 16.00% |
INITIAL PUBLIC OFFERING AND R59
INITIAL PUBLIC OFFERING AND REORGANIZATION - Effects of the Reorganization (Narrative) (Details) - shares | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2015 |
Related Party Transaction [Line Items] | |||
Participation agreement, term | 5 years | 7 years | |
Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Common stock, shares issued | 96,132,723 | 106,382,552 | |
Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Common stock, shares issued | 45,995,528 | 37,668,870 | |
Voting power as a percent | 22.00% | ||
Member Owners | Class B Common Units | |||
Related Party Transaction [Line Items] | |||
Common units issued (shares) | 112,607,832 | ||
Member Owners | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Common stock, shares issued | 112,607,832 | ||
Voting power as a percent | 78.00% | ||
Premier GP | Class A Common Units | Premier LP | |||
Related Party Transaction [Line Items] | |||
Common units issued (shares) | 32,374,751 |
INITIAL PUBLIC OFFERING AND R60
INITIAL PUBLIC OFFERING AND REORGANIZATION - Impact of the Reorganization (Narrative) (Details) - $ / shares | Oct. 01, 2013 | Sep. 30, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2013 |
Premier LP | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | 99.00% | ||
Percent change in allocation of income | 22.00% | 1.00% | |||
Percent of common units owned | 22.00% | ||||
Subsidiaries | |||||
Related Party Transaction [Line Items] | |||||
Allocation of investment income percent | 5.00% | ||||
Member Owners | |||||
Related Party Transaction [Line Items] | |||||
Payment of realized income and franchise tax cash savings, percent | 85.00% | ||||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued (in shares) | 32,374,751 | ||||
Voting power as a percent | 22.00% | ||||
Common stock issued, price per share (in dollars per share) | $ 27 | ||||
Common stock, shares issued | 45,995,528 | 37,668,870 | |||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares issued | 96,132,723 | 106,382,552 | |||
Class B Common Stock | Member Owners | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued (in shares) | 112,607,832 | ||||
Voting power as a percent | 78.00% | ||||
Common stock, shares issued | 112,607,832 |
SIGNIFICANT ACCOUNTING POLICI61
SIGNIFICANT ACCOUNTING POLICIES - Marketable Securities (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Minimum | |
Investment [Line Items] | |
Marketable securities, maturity period | 3 months |
Maximum | |
Investment [Line Items] | |
Marketable securities, maturity period | 5 years |
SIGNIFICANT ACCOUNTING POLICI62
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized costs related to software development for internal use | $ 61 | $ 57.9 |
Capitalized software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
SIGNIFICANT ACCOUNTING POLICI63
SIGNIFICANT ACCOUNTING POLICIES - Deferred Compensation Plan Assets and Related Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets, current | $ 2,000 | $ 2,600 | |
Deferred compensation plan assets, total | 39,965 | 37,483 | |
Deferred compensation plan income (expense) | 1,605 | 753 | $ (1,972) |
Other Income (Expense), Net | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Unrealized gains (losses) on plan assets | (1,600) | (800) | 2,000 |
Selling, General and Administrative Expenses | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan income (expense) | $ 1,600 | $ 800 | $ (2,000) |
SIGNIFICANT ACCOUNTING POLICI64
SIGNIFICANT ACCOUNTING POLICIES - Tax Receivable Agreements (Narrative) (Details) | Oct. 01, 2013 | Jun. 30, 2016 |
Accounting Policies [Abstract] | ||
Estimated amount of tax savings recorded as a liability, as a percentage | 85.00% | |
Term of tax receivable agreement | 15 years | 15 years |
SIGNIFICANT ACCOUNTING POLICI65
SIGNIFICANT ACCOUNTING POLICIES - Redeemable Limited Partner's Capital (Narrative) (Details) | 12 Months Ended | |
Jun. 30, 2016 | Oct. 31, 2014 | |
Common Class B Unit | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Common stock conversion ratio | 1 | 1 |
Limited Partner | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Period of payment of partnership interest upon withdrawal from partnership | 5 years |
SIGNIFICANT ACCOUNTING POLICI66
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Deferred Revenue Arrangement [Line Items] | |
Service period | 1 year |
Term of insurance policies | 1 year |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold | 1.00% |
Single serve arrangement maturity period | 3 months |
Minimum | Software Service, Support and Maintenance Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Informatics subscriptions agreement period | 3 years |
Implementation period after contract execution | 90 days |
Minimum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 300 days |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold | 3.00% |
Single serve arrangement maturity period | 5 years |
Maximum | Software Service, Support and Maintenance Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Informatics subscriptions agreement period | 5 years |
Implementation period after contract execution | 170 days |
Maximum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 350 days |
SIGNIFICANT ACCOUNTING POLICI67
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Selling, General and Administrative Expenses | |||
Property, Plant and Equipment [Line Items] | |||
Advertising costs | $ 3.3 | $ 2.2 | $ 1.7 |
SIGNIFICANT ACCOUNTING POLICI68
SIGNIFICANT ACCOUNTING POLICIES - Software Development Costs (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Maximum | Computer Software | |
Finite-Lived Intangible Assets [Line Items] | |
Maximum estimated useful life of computer software | 5 years |
BUSINESS ACQUISITIONS - Acquisi
BUSINESS ACQUISITIONS - Acquisition of InFlowHealth, LLC (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Feb. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Cash payment for acquisition | $ 14,500,000 | |||
Earn-out liability, less current portion | $ 3,659,000 | $ 0 | ||
Goodwill | 537,962,000 | $ 215,645,000 | ||
InFlowHealth, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash payment for acquisition | $ 6,100,000 | |||
Earn-out liability, less current portion | 4,100,000 | |||
Goodwill | 5,900,000 | |||
InFlowHealth, LLC | Restricted stock units (RSUs) | ||||
Business Acquisition [Line Items] | ||||
Aggregate equity grant value of restricted stock units | $ 2,100,000 | |||
Award vesting period | 3 years | |||
InFlowHealth, LLC | Other Current Liabilities | ||||
Business Acquisition [Line Items] | ||||
Earn-out liability, less current portion | 500,000 | |||
InFlowHealth, LLC | Other Noncurrent Liabilities | ||||
Business Acquisition [Line Items] | ||||
Earn-out liability, less current portion | $ 3,600,000 | |||
InFlowHealth, LLC | Contingent Consideration, Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Maximum earn-out opportunity | $ 26,900,000 |
BUSINESS ACQUISITIONS - Acqui70
BUSINESS ACQUISITIONS - Acquisition of CECity.com, Inc. (Narrative) (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Feb. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Acquisition [Line Items] | |||||
Cash payment for acquisition | $ 14,500 | ||||
Goodwill | $ 537,962 | $ 215,645 | |||
Pretax transaction-related costs | 15,804 | 9,037 | $ 2,014 | ||
CECity.com, Inc. | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||
Total purchase price, net of cash acquired | $ 398,264 | 398,261 | $ 0 | $ 0 | |
Cash payment for acquisition | 250,000 | ||||
Goodwill | 273,958 | ||||
CECity.com, Inc. | Selling, General and Administrative Expenses | |||||
Business Acquisition [Line Items] | |||||
Pretax transaction-related costs | $ 4,000 | ||||
CECity.com, Inc. | Line of Credit | |||||
Business Acquisition [Line Items] | |||||
Borrowings under credit facility used to fund acquisition | $ 150,000 |
BUSINESS ACQUISITIONS - Schedul
BUSINESS ACQUISITIONS - Schedule of Net Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Acquisition Date Fair Value | ||||
Goodwill | $ 537,962 | $ 215,645 | ||
CECity.com, Inc. | ||||
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 | $ 398,261 | $ 0 | $ 0 |
Accounts receivable | 3,877 | |||
Other current assets | 295 | |||
Property and equipment | 605 | |||
Intangible assets | 125,400 | |||
Total assets acquired | 130,177 | |||
Other current liabilities | 5,871 | |||
Total liabilities assumed | 5,871 | |||
Goodwill | $ 273,958 |
BUSINESS ACQUISITIONS - Acqui72
BUSINESS ACQUISITIONS - Acquisition of Healthcare Insights, LLC (Narrative) (Details) | Jul. 31, 2015USD ($)business | Feb. 02, 2015USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 14,500,000 | ||
Healthcare Insights, LLC | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 64,300,000 | ||
Number of primary businesses exclusively serving the healthcare provider market | business | 2 | ||
Goodwill recognized | $ 42,400,000 | $ 42,439,000 | |
Healthcare Insights, LLC | Contingent Consideration, Earn-Out | |||
Business Acquisition [Line Items] | |||
Maximum earn-out opportunity | $ 4,000,000 | $ 0 |
BUSINESS ACQUISITIONS - Acqui73
BUSINESS ACQUISITIONS - Acquisition of Non-Controlling Interest in S2S Global (Narrative) (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Combinations [Abstract] | ||||
Noncontrolling interest, decrease from redemptions or purchase of Interests, percent | 40.00% | |||
Acquisition price | $ 14,500 | |||
Repayments of lines of credit | $ 14,200 | $ 0 | $ 14,715 | $ 0 |
BUSINESS ACQUISITIONS - Acqui74
BUSINESS ACQUISITIONS - Acquisition of TheraDoc, Inc. (Narrative) (Details) - USD ($) $ in Millions | Feb. 02, 2015 | Sep. 01, 2014 |
Business Acquisition [Line Items] | ||
Acquisition price | $ 14.5 | |
TheraDoc, Inc. | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100.00% | |
Acquisition price | $ 108.6 |
BUSINESS ACQUISITIONS - Acqui75
BUSINESS ACQUISITIONS - Acquisition of Aperek, Inc. (Narrative) (Details) - USD ($) $ in Millions | Feb. 02, 2015 | Aug. 29, 2014 |
Business Acquisition [Line Items] | ||
Acquisition price | $ 14.5 | |
Aperek, Inc. | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100.00% | |
Acquisition price | $ 47.4 |
MARKETABLE SECURITIES - Narrati
MARKETABLE SECURITIES - Narrative (Details) | 12 Months Ended |
Jun. 30, 2016 | |
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 - Schedul
MARKETABLE SECURITIES - Schedule of Marketable Securities, Classified as Available-for-sale (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 48,022 | $ 415,435 |
Gross Unrealized Gains | 3 | 124 |
Gross Unrealized Losses | (136) | (147) |
Fair Market Value | 47,889 | 415,412 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 43,067 | |
Gross Unrealized Gains | 12 | |
Gross Unrealized Losses | 0 | |
Fair Market Value | 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 | 33,267 | 211,079 |
Gross Unrealized Gains | 0 | 34 |
Gross Unrealized Losses | (135) | (129) |
Fair Market Value | 33,132 | 210,984 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14,755 | 59,692 |
Gross Unrealized Gains | 3 | 12 |
Gross Unrealized Losses | (1) | (10) |
Fair Market Value | $ 14,757 | $ 59,694 |
MARKETABLE SECURITIES - Maturit
MARKETABLE SECURITIES - Maturities of Marketable Securities (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Cost | |
Due in one year or less | $ 17,768 |
Due after one year through five years | 30,254 |
Marketable securities | 48,022 |
Fair Market Value | |
Due in one year or less | 17,759 |
Due after one year through five years | 30,130 |
Marketable securities | $ 47,889 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | $ 47,889,000 | $ 415,412,000 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 43,079,000 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 33,132,000 | 210,984,000 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 14,757,000 | 59,694,000 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 83,846,000 | 33,434,000 |
Deferred compensation plan assets | 41,917,000 | 40,057,000 |
Total assets | 125,763,000 | 107,636,000 |
Total liabilities | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Earn-out liabilities | Healthcare Insights, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 34,145,000 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 47,889,000 | 381,267,000 |
Total liabilities | 0 | |
Recurring | Significant Other Observable Inputs (Level 2) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 43,079,000 | |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. government debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 67,510,000 | |
Recurring | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 33,132,000 | 210,984,000 |
Recurring | Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 14,757,000 | 59,694,000 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Total liabilities | 4,128,000 | |
Recurring | Significant Unobservable Inputs (Level 3) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 4,128,000 | |
Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | |
Recurring | Significant Unobservable Inputs (Level 3) | U.S. government debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | |
Recurring | Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 0 | 0 |
Recurring | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 83,846,000 | 33,434,000 |
Deferred compensation plan assets | 41,917,000 | 40,057,000 |
Total assets | 173,652,000 | 488,903,000 |
Total liabilities | 4,128,000 | |
Recurring | Estimate of Fair Value Measurement | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 4,128,000 | |
Recurring | Estimate of Fair Value Measurement | Earn-out liabilities | InFlowHealth, LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 4,100,000 | |
Recurring | Estimate of Fair Value Measurement | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 43,079,000 | |
Recurring | Estimate of Fair Value Measurement | U.S. government debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 101,655,000 | |
Recurring | Estimate of Fair Value Measurement | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | 33,132,000 | 210,984,000 |
Recurring | Estimate of Fair Value Measurement | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value of marketable securities | $ 14,757,000 | $ 59,694,000 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2016 | Jun. 30, 2015 |
Significant Other Observable Inputs (Level 2) | Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, difference between fair value and carrying value | $ 0.7 | $ 0.6 |
Fair value inputs, assumed market interest rate | 2.10% | 1.60% |
Estimate of Fair Value Measurement | Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets | $ 2 | $ 2.6 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 146,405 | $ 100,273 |
Allowance for doubtful accounts | (1,981) | (1,153) |
Accounts receivable, net | 144,424 | 99,120 |
Accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 112,443 | 88,078 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 234 | 1,254 |
Premier Pharmacy Benefit Management, LLC [Member] | Managed services receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 33,728 | $ 10,941 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 439,831 | $ 368,310 | |
Accumulated depreciation and amortization | (265,751) | (220,685) | |
Property and equipment, net | 174,080 | 147,625 | |
Depreciation and amortization expense related to property and equipment | 51,100 | 45,200 | $ 36,800 |
Unamortized capitalized software costs | 146,000 | 120,400 | |
Loss on disposal of long-lived assets | 0 | 15,243 | $ 0 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 361,864 | 298,106 | |
Loss on disposal of long-lived assets | 13,300 | ||
Capitalized software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Capitalized software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 53,547 | 46,806 | |
Computer hardware | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer hardware | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Furniture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,102 | 7,630 | |
Useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 16,318 | $ 15,768 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 209,087 | $ 56,484 |
Accumulated amortization | (50,870) | (17,815) |
Total intangible assets, net | $ 158,217 | 38,669 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Total intangible assets | $ 143,727 | 34,524 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years 3 months 18 days | |
Total intangible assets | $ 48,120 | 16,120 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | |
Total intangible assets | $ 13,160 | 5,760 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Total intangible assets | $ 4,080 | $ 80 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 33,054 | $ 9,136 | $ 3,062 |
Fully amortized intangible assets | 11,600 | ||
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 25,200 | $ 6,100 | $ 1,500 |
INTANGIBLE ASSETS, NET - Sche85
INTANGIBLE ASSETS, NET - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 35,855 | |
2,018 | 35,332 | |
2,019 | 33,776 | |
2,020 | 28,975 | |
2,021 | 7,864 | |
Thereafter | 13,015 | |
Total amortization expense | 154,817 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amount excluded from estimated aggregate amortization expense | 158,217 | $ 38,669 |
Technology Under Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amount excluded from estimated aggregate amortization expense | $ 3,400 |
INTANGIBLE ASSETS, NET - Sche86
INTANGIBLE ASSETS, NET - Schedule of Net Carrying Value of Intangible Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 158,217 | $ 38,669 |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | 0 | 347 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 158,217 | $ 38,322 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Jun. 30, 2016 |
Goodwill | ||
Beginning of the period | $ 215,645 | |
End of the period | 537,962 | |
CECity acquisition | ||
Goodwill | ||
Acquisition | 273,958 | |
HCI acquisition | ||
Goodwill | ||
Acquisition | $ 42,400 | 42,439 |
InFlow acquisition | ||
Goodwill | ||
Acquisition | 5,920 | |
Operating Segments | Supply Chain Services | ||
Goodwill | ||
Beginning of the period | 31,765 | |
End of the period | 31,765 | |
Operating Segments | Supply Chain Services | CECity acquisition | ||
Goodwill | ||
Acquisition | 0 | |
Operating Segments | Supply Chain Services | HCI acquisition | ||
Goodwill | ||
Acquisition | 0 | |
Operating Segments | Supply Chain Services | InFlow acquisition | ||
Goodwill | ||
Acquisition | 0 | |
Operating Segments | Performance Services | ||
Goodwill | ||
Beginning of the period | 183,880 | |
End of the period | 505,325 | |
Operating Segments | Performance Services | CECity acquisition | ||
Goodwill | ||
Acquisition | 273,713 | |
Operating Segments | Performance Services | HCI acquisition | ||
Goodwill | ||
Acquisition | 41,905 | |
Operating Segments | Performance Services | InFlow acquisition | ||
Goodwill | ||
Acquisition | 5,827 | |
Acquisition adjustments during the measurement period | ||
Goodwill | ||
Beginning of the period | 0 | |
End of the period | 872 | |
Acquisition adjustments during the measurement period | CECity acquisition | ||
Goodwill | ||
Acquisition | 245 | |
Acquisition adjustments during the measurement period | HCI acquisition | ||
Goodwill | ||
Acquisition | 534 | |
Acquisition adjustments during the measurement period | InFlow acquisition | ||
Goodwill | ||
Acquisition | $ 93 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Investments | $ 16,800 | $ 14,283 | |
Deferred loan costs, net | 1,595 | 2,095 | |
Other | 10,895 | 759 | |
Total other long-term assets | 29,290 | 17,137 | |
Amortization expense on deferred loan costs | 500 | $ 300 | $ 200 |
Net prepayment to distributor | $ 10,000 |
INVESTMENTS (Details)
INVESTMENTS (Details) individual in Millions | Jan. 28, 2016USD ($)shares | May 01, 2015USD ($)shares | Jun. 30, 2016USD ($)individual | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Aug. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | $ 21,647,000 | $ 21,285,000 | $ 16,976,000 | |||
Pharmacy Quality Solutions, Inc. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 49.00% | |||||
Number of individuals per month | individual | 40 | |||||
Innovatix | Premier Supply Chain Improvement, Inc | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||
Equity in net income of unconsolidated affiliates | $ 21,800,000 | $ 21,300,000 | $ 17,000,000 | |||
Innovatix | Premier Supply Chain Improvement, Inc | Other Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of investments | 9,000,000 | 9,300,000 | ||||
PharmaPoint, LLC | Premier Supply Chain Improvement, Inc | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | (400,000) | (100,000) | ||||
PharmaPoint, LLC | Premier Supply Chain Improvement, Inc | Other Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of investment in noncontrolling interest | 4,600,000 | $ 5,000,000 | ||||
PharmaPoint, LLC | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common limited partners units acquired (in shares) | shares | 5,000,000 | |||||
Common limited partners units acquired, value | $ 5,000,000 | |||||
Subsidiary ownership interest | 28.00% | |||||
Nations Pharmaceuticals, LLC | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 72.00% | |||||
Nations Pharmaceuticals, LLC | Premier Supply Chain Improvement, Inc | Common Class A Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common limited partners units acquired (in shares) | shares | 13,000,000 | |||||
Pharmacy Quality Solutions, Inc. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of investments | 0 | |||||
Equity in net income of unconsolidated affiliates | 0 | |||||
BloodSolutions, LLC | Premier Supply Chain Improvement, Inc | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | (100,000) | |||||
BloodSolutions, LLC | Premier Supply Chain Improvement, Inc | Other Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of investments | $ 2,200,000 | |||||
BloodSolutions, LLC | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common limited partners units acquired (in shares) | shares | 5,250,000 | |||||
Common limited partners units acquired, value | $ 2,300,000 | |||||
Subsidiary ownership interest | 15.00% |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 04, 2015 |
Debt Instrument [Line Items] | |||
Total | $ 19,342,000 | $ 17,935,000 | |
Less: current portion | (5,484,000) | (2,256,000) | |
Total long-term debt | 13,858,000 | 15,679,000 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Total | 19,342,000 | 17,935,000 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment Amount | $ 750,000,000 | ||
Total | $ 0 | $ 0 |
DEBT - Credit Facility (Narrati
DEBT - Credit Facility (Narrative) (Details) | Aug. 20, 2015USD ($) | Jun. 04, 2015USD ($) | May 31, 2016USD ($) | Feb. 29, 2016USD ($) | Nov. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Amount of credit facility utilized to fund acquisition | $ 0 | $ 1,007,000 | $ 6,000,000 | |||||
Interest expense incurred | 2,700,000 | |||||||
Cash paid for interest expense | $ 2,100,000 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 750,000,000 | |||||||
Commitment fee, as a percent | 0.125% | |||||||
Maximum leverage ratio | 3 | |||||||
Minimum interest coverage ratio | 3 | |||||||
Indebtedness or guarantee threshold | $ 30,000,000 | |||||||
Judgment default threshold | $ 30,000,000 | |||||||
Outstanding borrowings | $ 0 | $ 0 | ||||||
Remaining borrowing available | $ 25,000,000 | |||||||
Revolving Credit Facility | Base Rate Loans | Federal Funds Effective Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Revolving Credit Facility | Base Rate Loans | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Revolving Credit Facility | Base Rate Loans | Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 3.625% | |||||||
Revolving Credit Facility | Eurodollar Rate Loans | Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 1.779% | |||||||
Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee on unused credit facility, as a percent | 0.125% | |||||||
Revolving Credit Facility | Minimum | Base Rate Loans | Applicable Margin | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.125% | |||||||
Revolving Credit Facility | Minimum | Eurodollar Rate Loans | Applicable Margin | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.125% | |||||||
Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Additional borrowing capacity | $ 250,000,000 | |||||||
Commitment fee on unused credit facility, as a percent | 0.25% | |||||||
Revolving Credit Facility | Maximum | Base Rate Loans | Applicable Margin | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.75% | |||||||
Revolving Credit Facility | Maximum | Eurodollar Rate Loans | Applicable Margin | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||
Swing Line Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 75,000,000 | |||||||
Line of Credit | CECity.com, Inc. | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amount of credit facility utilized to fund acquisition | $ 150,000,000 | |||||||
Repayment of credit facility | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Outstanding borrowings | $ 150,000,000 |
DEBT - S2S Global Line of Credi
DEBT - S2S Global Line of Credit (Narrative) (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||
Repayments of lines of credit | $ 14,200 | $ 0 | $ 14,715 | $ 0 |
S2S Global | ||||
Debt Instrument [Line Items] | ||||
Outstanding limited liability company membership interests, ownership percentage | 40.00% | |||
Repayments of lines of credit | $ 14,200 |
DEBT - Notes Payable (Narrative
DEBT - Notes Payable (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 19,342 | $ 17,935 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 19,342 | 17,935 |
Member Owners | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 19,300 | 17,900 |
Member Owners | Notes Payable | Current portion of long-term debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,500 | 2,200 |
Member Owners | Notes Payable | Long-term debt, less current portion | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 13,900 | $ 15,700 |
DEBT - Principal Payments of No
DEBT - Principal Payments of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 19,342 | $ 17,935 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
2,017 | 5,484 | |
2,018 | 7,995 | |
2,019 | 260 | |
2,020 | 2,420 | |
2,021 | 3,183 | |
Thereafter | 0 | |
Total | $ 19,342 | $ 17,935 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 16,049 | $ 15,996 |
Reserve for uncertain tax positions | 3,815 | 3,436 |
Earn-out liability, less current portion | 3,659 | 0 |
Accrued compensation | 455 | 1,482 |
Total other long-term liabilities | $ 23,978 | $ 20,914 |
REDEEMABLE LIMITED PARTNERS' 96
REDEEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) $ in Thousands | Aug. 25, 2016USD ($) | May 26, 2016USD ($) | May 02, 2016USD ($) | Feb. 25, 2016USD ($) | Feb. 01, 2016USD ($) | Nov. 25, 2015USD ($) | Nov. 02, 2015USD ($) | Aug. 27, 2015USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2016USD ($)notes_receivable | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($)notes_receivable | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2016USD ($)notes_receivable | Jun. 30, 2015USD ($)notes_receivablelimited_partner | Jun. 30, 2014USD ($) | Oct. 01, 2013 | Sep. 30, 2013 | Jun. 30, 2013 |
Temporary Equity [Line Items] | |||||||||||||||||||||||
Limited partnership, limited partners ownership percentage | 68.00% | 74.00% | |||||||||||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ (91,101) | $ (284,409) | $ 65,561 | $ (466,801) | $ 92,066 | $ 387,062 | $ 42,250 | $ 382,657 | $ (776,750) | $ 904,035 | $ 2,741,588 | ||||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ 7,083 | $ 51,049 | $ 206,281 | $ 3,268 | 267,681 | 175,115 | |||||||||||||||||
Limited Partner | |||||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | 776,750 | (904,035) | (2,741,588) | ||||||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ 267,681 | $ 175,115 | |||||||||||||||||||||
Number of interest bearing notes receivable | notes_receivable | 0 | 0 | 0 | 0 | |||||||||||||||||||
Number of partners withdrawing from partnership | limited_partner | 6 | ||||||||||||||||||||||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||||||||||||||||||||||
Distributions to limited partners | $ 24,700 | $ 22,500 | $ 23,100 | $ 22,400 | $ 92,767 | $ 92,273 | $ 348,277 | ||||||||||||||||
Common Class B Unit | |||||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||||
Exchange agreement conversion ratio | 0.1429 | ||||||||||||||||||||||
Premier LP | |||||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | 99.00% | ||||||||||||||||||||
Subsequent Event | Limited Partner | |||||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||||
Distributions to limited partners | $ 22,500 |
REDEEMABLE LIMITED PARTNERS' 97
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of Stock Exchanged by Member Owners (Details) - USD ($) $ in Thousands | May 02, 2016 | Feb. 01, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Schedule of Capitalization, Equity [Line Items] | ||||||
Reduction in Redeemable Limited Partners' Capital | $ 7,083 | $ 51,049 | $ 206,281 | $ 3,268 | $ 267,681 | $ 175,115 |
Class B Common Stock | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Number of Class B Common Units Exchanged (in shares) | 209,359 | 1,591,807 | 5,830,458 | 91,374 | 7,722,998 |
REDEEMABLE LIMITED PARTNERS' 98
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | May 26, 2016 | May 02, 2016 | Feb. 25, 2016 | Feb. 01, 2016 | Nov. 25, 2015 | Nov. 02, 2015 | Aug. 27, 2015 | Jul. 31, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Beginning balance | $ 4,079,832 | $ 4,079,832 | |||||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | $ 0 | $ 7,860 | ||||||||||||||||
Purchase of common units | 76,916 | ||||||||||||||||||
Acquisition of non-controlling interest from members | (1,890) | (14,518) | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ (7,083) | $ (51,049) | $ (206,281) | $ (3,268) | (267,681) | (175,115) | |||||||||||||
Adjustment to redemption amount | $ 91,101 | $ 284,409 | $ (65,561) | 466,801 | $ (92,066) | $ (387,062) | $ (42,250) | $ (382,657) | 776,750 | (904,035) | (2,741,588) | ||||||||
Ending balance | 3,137,230 | 4,079,832 | 3,137,230 | 4,079,832 | |||||||||||||||
Limited Partner | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Beginning balance | 4,079,832 | 3,244,674 | 4,079,832 | 3,244,674 | 307,635 | ||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | ||||||||||||||||||
Receipts on receivables from limited partners | 12,706 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 5,407 | 6,506 | 5,577 | ||||||||||||||||
Redemption of limited partners | (4,281) | (2,046) | (1,781) | ||||||||||||||||
Net income attributable to Premier LP | 193,547 | 194,206 | 303,336 | ||||||||||||||||
Distributions to limited partners | $ (24,700) | $ (22,500) | $ (23,100) | $ (22,400) | (92,767) | (92,273) | (348,277) | ||||||||||||
Contribution of PHSI common stock in connection with the IPO | 76,916 | ||||||||||||||||||
Acquisition of non-controlling interest from members | (131,003) | ||||||||||||||||||
Net unrealized gain (loss) on marketable securities | (77) | (155) | 163 | ||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | (267,681) | (175,115) | |||||||||||||||||
Adjustment to redemption amount | (776,750) | 904,035 | 2,741,588 | ||||||||||||||||
Ending balance | 3,137,230 | 4,079,832 | 3,137,230 | 4,079,832 | 3,244,674 | ||||||||||||||
Limited Partner | Receivables From Limited Partners | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Beginning balance | (11,633) | (18,139) | (11,633) | (18,139) | (56,571) | ||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | (7,860) | ||||||||||||||||||
Receipts on receivables from limited partners | 12,706 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 5,407 | 6,506 | 33,586 | ||||||||||||||||
Ending balance | (6,226) | (11,633) | (6,226) | (11,633) | (18,139) | ||||||||||||||
Limited Partner | Redeemable Limited Partners' Capital | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Beginning balance | 4,091,473 | 3,262,666 | 4,091,473 | 3,262,666 | 364,219 | ||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 7,860 | ||||||||||||||||||
Receipts on receivables from limited partners | 0 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | (28,009) | ||||||||||||||||||
Redemption of limited partners | (4,281) | (2,046) | (1,781) | ||||||||||||||||
Net income attributable to Premier LP | 193,547 | 194,206 | 303,336 | ||||||||||||||||
Distributions to limited partners | (92,767) | (92,273) | (348,277) | ||||||||||||||||
Contribution of PHSI common stock in connection with the IPO | 76,916 | ||||||||||||||||||
Acquisition of non-controlling interest from members | (131,000) | ||||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | (267,681) | (175,115) | |||||||||||||||||
Adjustment to redemption amount | (776,750) | 904,035 | 2,741,588 | ||||||||||||||||
Ending balance | 3,143,541 | 4,091,473 | 3,143,541 | 4,091,473 | 3,262,666 | ||||||||||||||
Limited Partner | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Beginning balance | $ (8) | $ 147 | (8) | 147 | (13) | ||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | ||||||||||||||||||
Receipts on receivables from limited partners | 0 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 0 | ||||||||||||||||||
Acquisition of non-controlling interest from members | (3) | ||||||||||||||||||
Net unrealized gain (loss) on marketable securities | (77) | (155) | 163 | ||||||||||||||||
Ending balance | $ (85) | $ (8) | $ (85) | $ (8) | 147 | ||||||||||||||
Class A Common Stock | Limited Partner | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Purchase of common units | 247,742 | ||||||||||||||||||
Class A Common Stock | Limited Partner | Redeemable Limited Partners' Capital | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Purchase of common units | 247,742 | ||||||||||||||||||
Class B Common Stock | Limited Partner | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Purchase of common units | 30,072 | ||||||||||||||||||
Class B Common Stock | Limited Partner | Redeemable Limited Partners' Capital | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Purchase of common units | $ 30,072 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 12 Months Ended | |
Jun. 30, 2016$ / sharesshares | Jun. 30, 2015$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 45,995,528 | 37,668,870 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, number of votes per share held | 1 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 96,132,723 | 106,382,552 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 |
Common stock, number of votes per share held | 1 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of Common Shares Used for Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator for basic earnings (loss) per share: | |||||||||||
Net income (loss) attributable to stockholders | $ 101,645 | $ 299,948 | $ (54,383) | $ 471,154 | $ (84,076) | $ (374,853) | $ (32,979) | $ (373,384) | $ 818,364 | $ (865,292) | $ (2,713,256) |
Adjustment of redeemable limited partners' capital to redemption amount | (91,101) | (284,409) | 65,561 | (466,801) | 92,066 | 387,062 | 42,250 | 382,657 | (776,750) | 904,035 | 2,741,588 |
Net income attributable to non-controlling interest in Premier LP | 39,812 | 56,018 | 49,817 | 47,900 | 24,071 | 59,820 | 56,537 | 55,614 | 193,547 | 196,042 | 304,285 |
Net income | $ 50,356 | $ 71,557 | $ 60,995 | $ 52,253 | $ 32,061 | $ 72,029 | $ 65,808 | $ 64,887 | 235,161 | $ 234,785 | $ 332,617 |
Tax effect on Premier Inc. net income | (41,497) | ||||||||||
Adjusted net income | $ 193,664 | ||||||||||
Denominator for basic earnings (loss) weighted average shares | 45,506,000 | 44,716,000 | 41,575,000 | 37,735,000 | 37,576,000 | 37,316,000 | 35,589,000 | 32,376,000 | 42,368,000 | 35,681,000 | 25,633,000 |
Denominator for diluted earnings (loss) per share-adjusted: | |||||||||||
Weighted average shares and assumed conversions | 144,621,000 | 145,018,000 | 41,575,000 | 145,560,000 | 37,576,000 | 37,316,000 | 35,589,000 | 32,376,000 | 145,308,000 | 35,681,000 | 25,633,000 |
Basic earnings (loss) per share (in dollars per share) | $ 2.23 | $ 6.71 | $ (1.31) | $ 12.49 | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 19.32 | $ (24.25) | $ (105.85) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.30 | $ 0.43 | $ (1.31) | $ 0.24 | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 1.33 | $ (24.25) | $ (105.85) |
Limited Partner | |||||||||||
Numerator for basic earnings (loss) per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ 776,750 | $ (904,035) | $ (2,741,588) | ||||||||
Redeemable Limited Partners' Capital | Limited Partner | |||||||||||
Numerator for basic earnings (loss) per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ 776,750 | $ (904,035) | $ (2,741,588) | ||||||||
Redeemable Limited Partners' Capital | Limited Partner | Class B Common Units to Class A Common Shares | |||||||||||
Denominator for diluted earnings (loss) per share-adjusted: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 106,383 | 112,511 | |||||||||
Common Stock | Class B Common Stock | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 100,574,000 | 0 | 0 | ||||||||
Stock options | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 348,000 | 0 | 0 | ||||||||
Denominator for diluted earnings (loss) per share-adjusted: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 1,292 | 60 | |||||||||
Restricted stock | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 589,000 | 0 | 0 | ||||||||
Denominator for diluted earnings (loss) per share-adjusted: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 354 | 124 | |||||||||
Performance share awards | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 1,429,000 | 0 | 0 | ||||||||
Denominator for diluted earnings (loss) per share-adjusted: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 634 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Exchange Agreement (Details) - shares | Aug. 01, 2016 | May 02, 2016 | Feb. 01, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Class B Common Stock | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number of Class B Common Units Exchanged (in shares) | 209,359 | 1,591,807 | 5,830,458 | 91,374 | 7,722,998 | ||
Number Outstanding After Exchange (in shares) | 96,132,723 | 96,802,070 | 100,150,698 | 106,078,063 | 96,132,723 | 106,382,552 | |
Percentage of Combined Voting Power Class B/Class A Common Stock | 68.00% | 68.00% | 70.00% | 74.00% | |||
Class B Common Stock | Subsequent Event | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number of Class B Common Units Exchanged (in shares) | 1,323,654 | ||||||
Number Outstanding After Exchange (in shares) | 94,809,069 | ||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 67.00% | ||||||
Class A Common Stock | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number Outstanding After Exchange (in shares) | 45,554,075 | 45,239,204 | 43,600,976 | 37,762,544 | 45,995,528 | 37,668,870 | |
Percentage of Combined Voting Power Class B/Class A Common Stock | 32.00% | 32.00% | 30.00% | 26.00% | |||
Class A Common Stock | Subsequent Event | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number Outstanding After Exchange (in shares) | 47,365,528 | ||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 33.00% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 48.7 | $ 28.5 | $ 19.5 | |
Deferred taxes | 18.5 | $ 10.8 | $ 7.4 | |
Estimated effective income tax rate | 38.00% | 38.00% | 38.00% | |
Compensation not yet recognized | $ 31 | $ 31 | ||
Amortization period of unrecognized stock-based compensation | 1 year 10 months 17 days | |||
Restricted stock units (RSUs) | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted stock units (RSUs) | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
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 (in shares) | 5,493,425 | 5,493,425 | ||
2013 Equity Incentive Plan | Restricted stock units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation not yet recognized | $ 8.1 | $ 8.1 | ||
Amortization period of unrecognized stock-based compensation | 1 year 11 months 5 days | |||
2013 Equity Incentive Plan | Performance share awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation not yet recognized | 12.2 | $ 12.2 | ||
Amortization period of unrecognized stock-based compensation | 1 year 10 months 2 days | |||
Award vesting period | 3 years | |||
2013 Equity Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation not yet recognized | 10.7 | $ 10.7 | ||
Amortization period of unrecognized stock-based compensation | 1 year 10 months 28 days | |||
Award vesting period | 3 years | |||
Stock options, expiration period | 10 years | |||
Award expiration period upon termination of employment | 12 months | |||
Aggregate intrinsic value of options outstanding | 11.3 | $ 11.3 | $ 27 | |
Aggregate intrinsic value of options outstanding and exercisable | 10.8 | 10.8 | 15 | |
Aggregate intrinsic value of options expected to vest | 0.5 | 0.5 | 12 | |
Aggregate intrinsic value of options exercised | $ 0.8 | $ 0.8 | $ 0.5 | |
Options exercised (in shares) | 0 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - 2013 Equity Incentive Plan - Restricted stock units (RSUs) | 12 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 819,091 |
Granted (in shares) | shares | 255,780 |
Vested (in shares) | shares | (630,818) |
Forfeited (in shares) | shares | (40,936) |
Ending balance (in shares) | shares | 403,117 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 28.15 |
Granted (in dollars per share) | $ / shares | 35.10 |
Vested (in dollars per share) | $ / shares | 27.17 |
Forfeited (in dollars per share) | $ / shares | 30.33 |
Ending balance (in dollars per share) | $ / shares | $ 33.86 |
STOCK-BASED COMPENSATION - S104
STOCK-BASED COMPENSATION - Schedule of Performance Share Awards (Details) - 2013 Equity Incentive Plan - Performance Shares - $ / shares | Aug. 23, 2016 | Jun. 30, 2016 |
Number of Shares | ||
Beginning balance (in shares) | 1,091,868 | |
Granted (in shares) | 380,349 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (28,509) | |
Ending balance (in shares) | 1,443,708 | |
Weighted Average Fair Value at Grant Date | ||
Beginning balance (in dollars per share) | $ 28.19 | |
Granted (in dollars per share) | 35.50 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 32.93 | |
Ending balance (in dollars per share) | $ 30.02 | |
Subsequent Event | ||
Number of Shares | ||
Vested (in shares) | 815,016 |
STOCK-BASED COMPENSATION - S105
STOCK-BASED COMPENSATION - Schedule of Stock Options Awards (Details) - 2013 Equity Incentive Plan - Stock options | 12 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Options | |
Beginning balance (in shares) | shares | 2,643,078 |
Granted (in shares) | shares | 863,717 |
Exercised (in shares) | shares | (129,458) |
Forfeited (in shares) | shares | (62,676) |
Ending balance (in shares) | shares | 3,314,661 |
Outstanding and exercisable at end of period (in shares) | shares | 2,074,973 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 28.24 |
Granted (in dollars per share) | $ / shares | 35.47 |
Exercised (in dollars per share) | $ / shares | 27.44 |
Forfeited (in dollars per share) | $ / shares | 34.16 |
Ending balance (in dollars per share) | $ / shares | 30.04 |
Outstanding and exercisable at end of period (in dollars per share) | $ / shares | $ 27.51 |
STOCK-BASED COMPENSATION - S106
STOCK-BASED COMPENSATION - Schedule of Fair Value using Black-Scholes Option Pricing Model (Details) - 2013 Equity Incentive Plan - Stock options - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 years | 6 years | 6 years |
Expected dividend | $ 0 | $ 0 | $ 0 |
Expected volatility | 42.00% | ||
Risk-free interest rate | 1.71% | ||
Weighted average option grant date fair value (in dollars per share) | $ 11.46 | ||
Expected dividend rate used for stock options granted | 0.00% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 32.70% | 34.80% | |
Risk-free interest rate | 1.15% | 1.66% | |
Weighted average option grant date fair value (in dollars per share) | $ 11.11 | $ 12.82 | |
Risk-free rate interpolated | 5 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 33.50% | 39.50% | |
Risk-free interest rate | 1.82% | 1.89% | |
Weighted average option grant date fair value (in dollars per share) | $ 12.40 | $ 14.15 | |
Risk-free rate interpolated | 7 years |
PENSIONS AND OTHER POST-RETI107
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Monthly employee contributions (as a percent of compensation) | 5.00% | ||
Pension Plan | Selling, General and Administrative Expenses | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan expense | $ 3.9 | $ 8.2 | |
401(k) Retirement Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Monthly employee contributions (as a percent of compensation) | 20.00% | ||
Monthly matching employer contributions (as a percent of compensation) | 4.00% | ||
401(k) Retirement Savings Plan | Selling, General and Administrative Expenses | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan expense | $ 8.5 | $ 6.6 | $ 6.8 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Current: | |||
Federal | $ 19,765 | $ 15,240 | $ 14,331 |
State | 4,242 | 2,808 | 3,558 |
Total current expense | 24,007 | 18,048 | 17,889 |
Deferred: | |||
Federal | 15,703 | 15,770 | 8,832 |
State | 10,011 | 2,524 | 988 |
Total deferred expense | 25,714 | 18,294 | 9,820 |
Provision for income taxes | $ 49,721 | $ 36,342 | $ 27,709 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Computed tax expense | $ 99,709 | $ 94,895 | $ 126,115 |
Partnership income (federal) not subject to tax to the Company | (85,063) | (82,751) | (109,445) |
State taxes (net of federal benefit) | 664 | 1,961 | 2,136 |
Meals and entertainment and other permanent items | 1,051 | 1,840 | 972 |
Research and development credits | (1,562) | (2,160) | (639) |
Benefit on subsidiaries treated separately for income tax purposes | (7,497) | (6,323) | 0 |
Gain on intercompany sale of Premier Plans, LLC | 0 | 0 | 11,908 |
Change in valuation allowance | 36,279 | 28,210 | (3,150) |
Deferred tax revaluation | 8,080 | 0 | 0 |
Other | (1,940) | 670 | (188) |
Provision for income taxes | $ 49,721 | $ 36,342 | $ 27,709 |
Effective income tax rate | 17.50% | 13.40% | 7.70% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred tax asset | ||
Partnership basis differences in Premier LP | $ 413,408 | $ 337,889 |
Stock compensation | 36,884 | 18,079 |
Accrued expenses | 33,438 | 34,281 |
Net operating losses and credits | 24,753 | 8,791 |
Other | 5,073 | 7,301 |
Total deferred tax assets | 513,556 | 406,341 |
Valuation allowance for deferred tax assets | (64,958) | (28,679) |
Net deferred tax assets | 448,598 | 377,662 |
Deferred tax liability | ||
Purchased intangible assets and depreciation | (25,749) | (23,939) |
Total net deferred tax asset | $ 422,849 | $ 353,723 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Contingency [Line Items] | |||
Net deferred tax asset | $ 422,849 | $ 353,723 | |
Valuation allowance | 65,000 | 28,700 | |
Increase in valuation allowance | 36,300 | ||
Increase in deferred tax assets | 69,100 | ||
Increase in deferred tax assets related to exchange agreement | 99,800 | ||
Increase in deferred tax assets recorded in the ordinary course of business | 18,600 | ||
Reduction of deferred tax assets recorded in connection with state income tax rate reduction | 8,000 | ||
Decrease in deferred tax assets attributable to tax receivable payments no longer due | 5,002 | 201 | $ 0 |
Valuation allowance recorded against deferred tax assets at PHSI | 36,279 | 28,210 | (3,150) |
Deferred tax expense (benefit) | 25,714 | 18,294 | 9,820 |
Deferred tax assets reclassified to noncurrent | 422,849 | 353,723 | |
Unrecognized tax benefits | 3,400 | 3,200 | $ 1,400 |
Accrued interest and penalties | 400 | 200 | |
Cash paid for income taxes | 24,900 | ||
New Accounting Pronouncement, Early Adoption, Effect | |||
Income Tax Contingency [Line Items] | |||
Net deferred tax asset | 353,723 | ||
Deferred tax assets reclassified out of current | 0 | ||
Deferred tax assets reclassified to noncurrent | 353,723 | ||
Member Owners | |||
Income Tax Contingency [Line Items] | |||
Deferred tax expense (benefit) | (94,800) | ||
Premier Healthcare Solutions, Inc. | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance recorded against deferred tax assets at PHSI | 36,300 | ||
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 49,600 | ||
Net deferred tax asset | 17,400 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 52,500 | ||
Net deferred tax asset | 2,300 | ||
Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 5,100 | ||
Scenario, Adjustment | New Accounting Pronouncement, Early Adoption, Effect | |||
Income Tax Contingency [Line Items] | |||
Net deferred tax asset | 0 | ||
Deferred tax assets reclassified out of current | 8,005 | ||
Deferred tax assets reclassified to noncurrent | $ 8,005 |
INCOME TAXES - Schedule of Retr
INCOME TAXES - Schedule of Retrospective Adjustments to Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset | $ 422,849 | $ 353,723 |
Total net deferred tax asset | $ 422,849 | 353,723 |
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 net deferred tax asset | 353,723 | |
New Accounting Pronouncement, Early Adoption, Effect | Scenario, Previously Reported | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset - current | 8,005 | |
Deferred income tax asset | 345,718 | |
Total net deferred tax asset | 353,723 | |
New Accounting Pronouncement, Early Adoption, Effect | Scenario, Adjustment | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset - current | (8,005) | |
Deferred income tax asset | 8,005 | |
Total net deferred tax asset | $ 0 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Beginning of year balance | $ 3,436 | $ 1,438 | $ 759 |
Increases in prior period tax positions | 318 | 1,185 | 353 |
Decreases in prior period tax positions | (201) | 0 | 0 |
Decreases due to lapse in statute of limitations | (721) | (225) | (253) |
Increases in current period tax positions | 1,549 | 1,038 | 579 |
End of year balance | $ 4,381 | $ 3,436 | $ 1,438 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 01, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 |
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | $ 63,603,000 | $ 59,259,000 | ||||
Limited partners' distribution payable | 22,493,000 | 22,432,000 | ||||
Due from related parties | 3,123,000 | 3,444,000 | ||||
Income from equity method investments | 21,647,000 | 21,285,000 | $ 16,976,000 | |||
GYNHA | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | 7,600,000 | 7,100,000 | ||||
Limited partners' distribution payable | 2,900,000 | 3,000,000 | ||||
GYNHA | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | 2,800,000 | 2,400,000 | 2,000,000 | |||
Revenue share obligations | 200,000 | 200,000 | ||||
Member Owners | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
AEIX | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum annual management fee revenue | 500,000 | |||||
AEIX | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | 200,000 | 500,000 | 400,000 | |||
Due from related parties | 500,000 | 400,000 | ||||
AEIX | Cost Reimbursement | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | $ 4,300,000 | 4,700,000 | 4,900,000 | |||
Premier LP | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | 99.00% | |||
Premier LP | GYNHA | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 11.00% | |||||
Premier LP | GYNHA | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | $ 66,800,000 | 60,900,000 | 62,000,000 | |||
Due from related parties | 2,600,000 | 3,000,000 | ||||
Premier LP | GYNHA | Services and Support Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | $ 32,100,000 | $ 32,600,000 | 14,100,000 | |||
Premier LP | Member Owners | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||
Income from equity method investments | $ 21,800,000 | $ 21,300,000 | 17,000,000 | |||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Net administrative fee revenue | 44,300,000 | 38,700,000 | $ 35,000,000 | |||
Premier Supply Chain Improvement, Inc | Innovatix | Accounts Payable and Accrued Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | $ 4,200,000 | $ 3,700,000 |
COMMITMENTS AND CONTINGENCIE115
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent and associated operating expenses | $ 10,100 | $ 11,400 | $ 9,100 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2,017 | 9,620 | ||
2,018 | 8,915 | ||
2,019 | 8,722 | ||
2,020 | 8,011 | ||
2,021 | 7,546 | ||
Thereafter | 33,235 | ||
Total minimum lease payments | $ 76,049 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 12 Months Ended |
Jun. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Nonrecurring expenses, period not incurred | 2 years |
Nonrecurring expenses, period not expected to recur | 2 years |
SEGMENTS - Reconciliation of Ne
SEGMENTS - Reconciliation of Net Revenue and EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Supply Chain Services | |||||||||||
Net administrative fees | $ 498,394 | $ 457,020 | $ 464,837 | ||||||||
Other services and support | 337,554 | 270,748 | 233,186 | ||||||||
Services | 835,948 | 727,768 | 698,023 | ||||||||
Products | 326,646 | 279,261 | 212,526 | ||||||||
Net revenue | $ 301,421 | $ 298,669 | $ 291,669 | $ 270,835 | $ 266,553 | $ 261,723 | $ 249,445 | $ 229,308 | 1,162,594 | 1,007,029 | 910,549 |
Segment Adjusted EBITDA | 440,975 | 393,175 | 392,288 | ||||||||
Supply Chain Services | |||||||||||
Supply Chain Services | |||||||||||
Net administrative fees | 498,394 | 457,020 | 464,837 | ||||||||
Other services and support | 4,385 | 1,977 | 778 | ||||||||
Services | 502,779 | 458,997 | 465,615 | ||||||||
Products | 326,646 | 279,261 | 212,526 | ||||||||
Net revenue | 829,425 | 738,258 | 678,141 | ||||||||
Performance Services | |||||||||||
Supply Chain Services | |||||||||||
Net revenue | 333,169 | 268,771 | 232,408 | ||||||||
Operating Segments | |||||||||||
Supply Chain Services | |||||||||||
Segment Adjusted EBITDA | 440,975 | 393,175 | 392,288 | ||||||||
Operating Segments | Supply Chain Services | |||||||||||
Supply Chain Services | |||||||||||
Segment Adjusted EBITDA | 439,013 | 391,180 | 396,470 | ||||||||
Operating Segments | Performance Services | |||||||||||
Supply Chain Services | |||||||||||
Segment Adjusted EBITDA | 110,787 | 90,235 | 73,898 | ||||||||
Corporate | |||||||||||
Supply Chain Services | |||||||||||
Segment Adjusted EBITDA | $ (108,825) | $ (88,240) | $ (78,080) |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting [Abstract] | |||
Segment Adjusted EBITDA | $ 440,975 | $ 393,175 | $ 392,288 |
Depreciation and amortization | (51,102) | (45,186) | (36,761) |
Amortization of purchased intangible assets | (33,054) | (9,136) | (3,062) |
Stock-based compensation | (49,081) | (28,498) | (19,476) |
Acquisition related expenses | (15,804) | (9,037) | (2,014) |
Strategic and financial restructuring expenses | (268) | (1,373) | (3,760) |
Adjustment to tax receivable agreement liability | 4,818 | 0 | (6,215) |
ERP implementation expenses | (4,870) | 0 | 0 |
Acquisition related adjustment - deferred revenue | (5,624) | (13,371) | 0 |
Equity in net income of unconsolidated affiliates | (21,647) | (21,285) | (16,976) |
Deferred compensation plan income (expense) | 1,605 | 753 | (1,972) |
Operating income | 265,948 | 266,042 | 302,052 |
Equity in net income of unconsolidated affiliates | 21,647 | 21,285 | 16,976 |
Interest and investment income (loss), net | (1,021) | 866 | 1,019 |
(Loss) gain on investment | 0 | (1,000) | 38,372 |
Loss on disposal of long-lived assets | 0 | (15,243) | 0 |
Other (expense) income, net | (1,692) | (823) | 1,907 |
Income before income taxes | 284,882 | 271,127 | 360,326 |
Segment Reporting Information [Line Items] | |||
Stock purchase plan expense | $ 48,700 | $ 28,500 | $ 19,500 |
Innovatix | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Employee Stock Purchase Plan (ESPP) | |||
Segment Reporting Information [Line Items] | |||
Stock purchase plan expense | $ 400 |
SEGMENTS - Schedule of Capital
SEGMENTS - Schedule of Capital Expenditures, Total Assets, and Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||
Capital Expenditures | $ 76,990 | $ 70,734 | $ 55,740 |
Total Assets | 1,855,383 | 1,530,191 | |
Depreciation and Amortization Expense | 84,156 | 54,322 | 39,823 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures | 13,739 | 5,484 | 2,366 |
Total Assets | 575,576 | 605,691 | |
Depreciation and Amortization Expense | 6,255 | 5,227 | 4,874 |
Supply Chain Services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures | 914 | 1,815 | 2,719 |
Total Assets | 345,219 | 466,537 | |
Depreciation and Amortization Expense | 1,401 | 1,964 | 1,482 |
Performance Services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Capital Expenditures | 62,337 | 63,435 | 50,655 |
Total Assets | 934,588 | 457,963 | |
Depreciation and Amortization Expense | $ 76,500 | $ 47,131 | $ 33,467 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Aug. 23, 2016 | Jul. 26, 2016 | Feb. 02, 2015 |
Subsequent Event [Line Items] | |||
Cash payment for acquisition | $ 14.5 | ||
Subsequent Event | FFF Enterprises, Inc. | |||
Subsequent Event [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 49.00% | ||
Cash payment for acquisition | $ 65.7 | ||
Subsequent Event | Acro Pharmaceutical Services LLC and Community Pharmacy Services, LLC | |||
Subsequent Event [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Cash payment for acquisition | $ 68.7 |
QUARTERLY FINANCIAL DATA (UN121
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 301,421 | $ 298,669 | $ 291,669 | $ 270,835 | $ 266,553 | $ 261,723 | $ 249,445 | $ 229,308 | $ 1,162,594 | $ 1,007,029 | $ 910,549 |
Gross profit | 178,178 | 186,576 | 179,072 | 161,712 | 157,011 | 158,908 | 154,913 | 139,287 | 705,538 | 610,119 | 602,924 |
Net income | 50,356 | 71,557 | 60,995 | 52,253 | 32,061 | 72,029 | 65,808 | 64,887 | 235,161 | 234,785 | 332,617 |
Net income attributable to non-controlling interest | (39,812) | (56,018) | (49,817) | (47,900) | (24,071) | (59,820) | (56,537) | (55,614) | (193,547) | (196,042) | (304,285) |
Adjustment of redeemable limited partners' capital to redemption amount | 91,101 | 284,409 | (65,561) | 466,801 | (92,066) | (387,062) | (42,250) | (382,657) | 776,750 | (904,035) | (2,741,588) |
Net income (loss) attributable to stockholders | $ 101,645 | $ 299,948 | $ (54,383) | $ 471,154 | $ (84,076) | $ (374,853) | $ (32,979) | $ (373,384) | $ 818,364 | $ (865,292) | $ (2,713,256) |
Weighted average shares outstanding: | |||||||||||
Basic (shares) | 45,506 | 44,716 | 41,575 | 37,735 | 37,576 | 37,316 | 35,589 | 32,376 | 42,368 | 35,681 | 25,633 |
Diluted (shares) | 144,621 | 145,018 | 41,575 | 145,560 | 37,576 | 37,316 | 35,589 | 32,376 | 145,308 | 35,681 | 25,633 |
Net loss per share attributable to stockholders: | |||||||||||
Basic (usd per share) | $ 2.23 | $ 6.71 | $ (1.31) | $ 12.49 | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 19.32 | $ (24.25) | $ (105.85) |
Diluted (usd per share) | $ 0.30 | $ 0.43 | $ (1.31) | $ 0.24 | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 1.33 | $ (24.25) | $ (105.85) |
Schedule II Valuation and Qu122
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | $ 1,153 | $ 1,054 | $ 671 |
Additions/(Reductions) to Expense or Other Accounts | 1,655 | 144 | 499 |
Deductions | 827 | 45 | 116 |
Ending Balance | 1,981 | 1,153 | 1,054 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | 28,679 | 470 | 3,719 |
Additions/(Reductions) to Expense or Other Accounts | 36,279 | 28,396 | (3,249) |
Deductions | 0 | 187 | 0 |
Ending Balance | $ 64,958 | $ 28,679 | $ 470 |