Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2017 | Aug. 18, 2017 | Dec. 31, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | PREMIER, INC. | ||
Entity Central Index Key | 1,577,916 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 1,501.1 | ||
Class A Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 53,217,113 | ||
Class B Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 86,067,478 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Assets | ||
Cash and cash equivalents | $ 156,735 | $ 248,817 |
Marketable securities | 0 | 17,759 |
Accounts receivable (net of $1,812 and $1,981 allowance for doubtful accounts, respectively) | 159,745 | 144,424 |
Inventory | 50,426 | 29,121 |
Prepaid expenses and other current assets | 35,164 | 19,646 |
Due from related parties | 6,742 | 3,123 |
Total current assets | 408,812 | 462,890 |
Marketable securities | 0 | 30,130 |
Property and equipment (net of $236,460 and $265,751 accumulated depreciation, respectively) | 187,365 | 174,080 |
Intangible assets (net of $99,198 and $50,870 accumulated amortization, respectively) | 377,962 | 158,217 |
Goodwill | 906,545 | 537,962 |
Deferred income tax assets | 482,484 | 422,849 |
Deferred compensation plan assets | 41,518 | 39,965 |
Investments in unconsolidated affiliates | 92,879 | 16,800 |
Other assets | 10,271 | 12,490 |
Total assets | 2,507,836 | 1,855,383 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 42,815 | 46,003 |
Accrued expenses | 55,857 | 56,774 |
Revenue share obligations | 72,078 | 63,603 |
Limited partners' distribution payable | 24,951 | 22,493 |
Accrued compensation and benefits | 53,506 | 60,425 |
Deferred revenue | 44,443 | 54,498 |
Current portion of tax receivable agreements | 17,925 | 13,912 |
Current portion of long-term debt | 227,993 | 5,484 |
Other liabilities | 32,019 | 2,871 |
Total current liabilities | 571,587 | 326,063 |
Long-term debt, less current portion | 6,279 | 13,858 |
Tax receivable agreements, less current portion | 321,796 | 265,750 |
Deferred compensation plan obligations | 41,518 | 39,965 |
Deferred tax liabilities | 48,227 | 0 |
Other liabilities | 42,099 | 23,978 |
Total liabilities | 1,031,506 | 669,614 |
Redeemable limited partners' capital | 3,138,583 | 3,137,230 |
Stockholders' deficit: | ||
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (1,662,772) | (1,951,878) |
Accumulated other comprehensive loss | 0 | (43) |
Total stockholders' deficit | (1,662,253) | (1,951,461) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 2,507,836 | 1,855,383 |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | 519 | 460 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Allowance for doubtful accounts | $ 1,812 | $ 1,981 |
Accumulated depreciation | 236,460 | 265,751 |
Accumulated amortization | $ 99,198 | $ 50,870 |
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 | 51,943,281 | 45,995,528 |
Common stock, shares outstanding | 51,943,281 | 45,995,528 |
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 | 87,298,888 | 96,132,723 |
Common stock, shares outstanding | 87,298,888 | 96,132,723 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net revenue: | |||
Net administrative fees | $ 557,468 | $ 498,394 | $ 457,020 |
Other services and support | 363,087 | 337,554 | 270,748 |
Services | 920,555 | 835,948 | 727,768 |
Products | 534,118 | 326,646 | 279,261 |
Net revenue | 1,454,673 | 1,162,594 | 1,007,029 |
Cost of revenue: | |||
Services | 182,775 | 163,240 | 143,290 |
Products | 497,273 | 293,816 | 253,620 |
Cost of revenue | 680,048 | 457,056 | 396,910 |
Gross profit | 774,625 | 705,538 | 610,119 |
Operating expenses: | |||
Selling, general and administrative | 405,471 | 403,611 | 332,004 |
Research and development | 3,107 | 2,925 | 2,937 |
Amortization of purchased intangible assets | 48,327 | 33,054 | 9,136 |
Operating expenses | 456,905 | 439,590 | 344,077 |
Operating income | 317,720 | 265,948 | 266,042 |
Remeasurement gain attributable to acquisition of Innovatix | 205,146 | 0 | 0 |
Equity in net income of unconsolidated affiliates | 14,745 | 21,647 | 21,285 |
Interest and investment income (loss), net | (4,512) | (1,021) | 866 |
Loss on disposal of long-lived assets | (2,422) | 0 | (15,243) |
Other income (expense), net | 614 | (1,692) | (1,823) |
Other income, net | 213,571 | 18,934 | 5,085 |
Income before income taxes | 531,291 | 284,882 | 271,127 |
Income tax expense | 81,814 | 49,721 | 36,342 |
Net income | 449,477 | 235,161 | 234,785 |
Net income attributable to non-controlling interest in S2S Global | 0 | 0 | (1,836) |
Net income attributable to non-controlling interest in Premier LP | (336,052) | (193,547) | (194,206) |
Net income attributable to non-controlling interest | (336,052) | (193,547) | (196,042) |
Adjustment of redeemable limited partners' capital to redemption amount | (37,176) | 776,750 | (904,035) |
Net income (loss) attributable to stockholders | $ 76,249 | $ 818,364 | $ (865,292) |
Weighted average shares outstanding: | |||
Basic (shares) | 49,654 | 42,368 | 35,681 |
Diluted (shares) | 50,374 | 145,308 | 35,681 |
Earnings (loss) per share attributable to stockholders: | |||
Basic (usd per share) | $ 1.54 | $ 19.32 | $ (24.25) |
Diluted (usd per share) | $ 1.51 | $ 1.33 | $ (24.25) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 449,477 | $ 235,161 | $ 234,785 |
Net unrealized gain (loss) on marketable securities | 128 | (110) | (213) |
Total comprehensive income | 449,605 | 235,051 | 234,572 |
Less: comprehensive income attributable to non-controlling interest in Premier LP | (336,137) | (193,470) | (195,885) |
Comprehensive income attributable to stockholders | $ 113,468 | $ 41,581 | $ 38,687 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Jun. 30, 2014 | 32,375,000 | 112,511,000 | |||||||
Beginning balance at Jun. 30, 2014 | $ (2,470,311) | $ 324 | $ 0 | $ 0 | $ (2,469,873) | $ (805) | $ 43 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Redemption of limited partner (shares) | (910,000) | ||||||||
Reduction in tax receivable agreement liabilities related to departed member owners | 1,905 | 1,905 | |||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 5,218,000 | 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 | |||||||
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) | ||||||
Ending balance (in shares) at Jun. 30, 2015 | 37,669,000 | 106,383,000 | |||||||
Ending balance at Jun. 30, 2015 | (3,118,102) | $ 377 | $ 0 | 0 | (3,118,474) | 0 | (5) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Redemption of limited partner (shares) | (2,527,000) | ||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 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 | ||||||
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 | ||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 81,000 | ||||||||
Issuance of Class A common stock under employee stock purchase plan | 2,729 | $ 1 | 2,728 | ||||||
Ending balance (in shares) at Jun. 30, 2016 | 45,996,000 | 96,133,000 | |||||||
Ending balance at Jun. 30, 2016 | (1,951,461) | $ 460 | $ 0 | 0 | (1,951,878) | 0 | (43) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Redemption of limited partner (shares) | (173,000) | ||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 4,900,000 | 8,661,058 | 4,851,000 | 4,851,000 | |||||
Exchange of Class B common units for Class A common stock by member owners | 157,371 | $ 48 | 157,323 | ||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 35,141 | 35,141 | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 1,021,000 | ||||||||
Issuance of Class A common stock under equity incentive plan | 9,168 | $ 10 | 9,158 | ||||||
Stock-based compensation expense | 26,470 | 26,470 | |||||||
Repurchase of vested restricted units for employee tax-withholding | (17,717) | (17,717) | |||||||
Net income | 449,477 | 449,477 | |||||||
Net income attributable to non-controlling interest | (336,052) | (336,052) | |||||||
Net income attributable to non-controlling interest in S2S Global | 0 | ||||||||
Net unrealized gain (loss) on marketable securities | 43 | 43 | |||||||
Adjustment to redeemable limited partners' capital to redemption amount | (37,176) | (212,857) | 175,681 | ||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 75,000 | ||||||||
Issuance of Class A common stock under employee stock purchase plan | 2,483 | $ 1 | 2,482 | ||||||
Exchange of Class B units for cash by member owners (in shares) | (3,810,000) | ||||||||
Ending balance (in shares) at Jun. 30, 2017 | 51,943,000 | 87,299,000 | |||||||
Ending balance at Jun. 30, 2017 | $ (1,662,253) | $ 519 | $ 0 | $ 0 | $ (1,662,772) | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | |||
Net income | $ 449,477 | $ 235,161 | $ 234,785 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 107,211 | 84,156 | 54,322 |
Equity in net income of unconsolidated affiliates | (14,745) | (21,647) | (21,285) |
Deferred income taxes | 60,562 | 25,714 | 18,294 |
Loss on investment | 0 | 0 | 1,000 |
Stock-based compensation | 26,470 | 48,670 | 28,498 |
Adjustment to tax receivable agreement liabilities | (5,447) | (4,818) | 0 |
Remeasurement gain attributable to acquisition of Innovatix | (205,146) | 0 | 0 |
Loss on disposal of long-lived assets | 2,422 | 0 | 15,243 |
Changes in operating assets and liabilities: | |||
Accounts receivable, prepaid expenses and other current assets | 3,365 | (37,250) | (18,964) |
Other assets | 6,821 | (9,638) | (1,736) |
Inventories | (16,349) | 3,937 | (12,235) |
Accounts payable, accrued expenses and other current liabilities | (24,482) | 50,313 | 60,834 |
Long-term liabilities | (901) | (4,195) | 2,791 |
Other operating activities | 2,989 | 1,067 | 2,511 |
Net cash provided by operating activities | 392,247 | 371,470 | 364,058 |
Investing activities | |||
Purchase of marketable securities | 0 | (19,211) | (395,302) |
Proceeds from sale of marketable securities | 48,013 | 386,372 | 385,788 |
Purchase of non-controlling interest in S2S Global | 0 | 0 | (14,518) |
Investment in unconsolidated affiliates | (65,660) | (3,250) | (5,000) |
Distributions received on equity investment | 6,550 | 22,093 | 18,900 |
Decrease in restricted cash | 0 | 0 | 5,000 |
Purchases of property and equipment | (71,372) | (76,990) | (70,734) |
Other investing activities | 25 | (27) | 0 |
Net cash used in investing activities | (465,053) | (159,636) | (231,873) |
Financing activities | |||
Payments made on notes payable | (5,486) | (2,143) | (1,403) |
Proceeds from credit facility | 425,000 | 150,000 | 0 |
Payments on credit facility | (205,000) | (150,000) | 0 |
Proceeds from exercise of stock options under equity incentive plans | 9,168 | 3,552 | 1,508 |
Proceeds from issuance of Class A common stock under stock purchase plan | 2,483 | 2,317 | 0 |
Repurchase of vested restricted units for employee tax-withholding | (17,717) | (7,863) | (135) |
Settlement of exchange of Class B units by member owners | (123,331) | 0 | 0 |
Distributions to limited partners of Premier LP | (90,434) | (92,707) | (92,212) |
Payments to limited partners of Premier LP related to tax receivable agreements | (13,959) | (10,805) | (11,499) |
Proceeds from S2S Global revolving line of credit | 0 | 0 | 1,007 |
Payments on S2S Global revolving line of credit | 0 | 0 | (14,715) |
Final remittance of net income attributable to former S2S Global minority shareholder | 0 | (1,890) | 0 |
Net cash used in financing activities | (19,276) | (109,539) | (117,449) |
Net increase (decrease) in cash and cash equivalents | (92,082) | 102,295 | 14,736 |
Cash and cash equivalents at beginning of year | 248,817 | 146,522 | 131,786 |
Cash and cash equivalents at end of year | 156,735 | 248,817 | 146,522 |
Supplemental schedule of non cash investing and financing activities: | |||
Increase (decrease) in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease (increase) in additional paid-in-capital and accumulated deficit | 37,176 | (776,750) | 904,035 |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital related to quarterly exchange by member owners | 157,371 | 267,681 | 175,062 |
Reduction in redeemable limited partners' capital for limited partners' capital distribution payable | 24,951 | 22,493 | 22,432 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 2,049 | 5,407 | 6,506 |
Net increase in deferred tax assets related to quarterly exchanges by member owners and other adjustments | 114,605 | 94,839 | 80,115 |
Net increase in tax receivable agreement liabilities related to quarterly exchanges by member owners and other adjustments | 79,463 | 59,408 | 55,170 |
Increase in additional paid-in capital related to quarterly exchanges by member owners | 35,141 | 35,431 | 18,097 |
Net increase in investments in unconsolidated affiliates related to FFF put and call rights, with offsetting increases in other assets and other liabilities | 15,460 | 0 | 0 |
Payable to member owners incurred upon repurchase of ownership interest | 416 | 3,556 | 2,046 |
Innovatix LLC And Essensa Ventures, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | (319,717) | 0 | 0 |
Acro Pharmaceutical Services LLC And Community Pharmacy Services, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | (62,892) | 0 | 0 |
CECity.com, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (398,261) | 0 |
Healthcare Insights, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (64,274) | 0 |
InFlowHealth, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (6,088) | 0 |
Aperek, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (47,446) |
TheraDoc, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | $ 0 | $ 0 | $ (108,561) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2017 | |
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 performance 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 21 - 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 organization programs ("GPO") in the United States, and integrated 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, government services and insurance management services. The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), held an approximate 37% and 32% general partner interest in Premier Healthcare Alliance, L.P. ("Premier LP") at June 30, 2017 and 2016 , respectively. Premier LP's limited partners held an approximate 63% and 68% ownership interest at June 30, 2017 and 2016 , respectively. Below is a summary of the principal documents that define and regulate the governance and control relationships among Premier, Premier LP and the member owners. LP Agreement Pursuant to the Amended and Restated Limited Partnership Agreement, as amended ("LP Agreement"), Premier GP is the general partner of Premier LP, and 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 causes 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 ("TRAs") 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 (as defined herein) (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 Pursuant to a voting trust agreement (the "Voting Trust Agreement"), 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 Pursuant to the terms of an exchange agreement ("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. 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 Pursuant to the terms of a registration rights agreement (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. Pursuant to the Registration Rights Agreement, Premier may, but is not required to, conduct a company-directed underwritten public offering to allow the member owners to resell Class A common stock received by them in exchange for their Class B common units. Premier, as well as the member owners, 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. TRAs Pursuant to the terms of the TRAs, 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 TRAs) as a result of the increases in tax basis resulting from the initial sale of Class B common units by the member owners in conjunction with the IPO, 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 TRAs, including tax benefits attributable to payments under the TRAs. GPO Participation Agreement Pursuant to the terms of a 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. Subject to certain termination rights, these GPO participation agreements covered an initial five -year term and expire on September 30, 2018. In addition, two of Premier's largest regional GPO member owners 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. These agreements covered an initial seven -year term and expire on September 30, 2020. Our GPO participation agreements automatically extend for successive five -year or seven -year periods (corresponding to the length of their initial terms) unless the member owner notifies Premier LP, prior to the fourth anniversary (September 30, 2017, in the case of five-year agreements), or sixth anniversary (September 30, 2019, in the case of seven-year agreements), of the then-current term, that such member owner desires to terminate the GPO participation agreement effective upon the expiration of the then-current term. 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. Basis of Presentation and Consolidation Basis of Presentation The limited partners' interest in 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 accompanying Consolidated Statements of Income and within comprehensive income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Comprehensive Income. At June 30, 2017 and 2016 , the member owners owned approximately 63% and 68% , respectively, of the Company's combined Class A and Class B common stock through their ownership of Class B common stock. During the year ended June 30, 2017 , the member owners exchanged 8.7 million Class B common units and associated Class B common shares for a combination of 4.9 million Class A common shares and cash pursuant to the Exchange Agreement (see Note 15 - Earnings (Loss) Per Share ). During the year ended June 30, 2017 , approximately 3.8 million Class B common units were contributed to Premier LP, converted to Class A common units and retired in connection with the member owner exchange for cash, and approximately 4.9 million Class B common units were contributed to Premier LP, converted to Class A common units and remain outstanding. Correspondingly, approximately 8.7 million Class B common shares were retired during the same period. At June 30, 2017 and 2016 , the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares for an equal number of Class A common shares, owned approximately 37% and 32% of the Company's outstanding common stock through their ownership of Class A common stock. Principles of Consolidation 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. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. See Note 2 - Significant Accounting Policies for further discussion of recently adopted accounting standards related to VIEs. The assets and liabilities of Premier LP at June 30, 2017 and 2016 consisted of the following (in thousands): June 30, 2017 June 30, 2016 Assets Current $ 385,477 $ 442,251 Noncurrent 1,616,539 973,741 Total assets of Premier LP $ 2,002,016 $ 1,415,992 Liabilities Current $ 560,582 $ 312,068 Noncurrent 134,635 74,709 Total liabilities of Premier LP $ 695,217 $ 386,777 Net income attributable to Premier LP during the years ended June 30, 2017, 2016 and 2015 was as follows (in thousands): Year Ended June 30, 2017 2016 2015 Premier LP net income $ 522,310 $ 275,955 $ 257,662 Premier LP's cash flows for the years ended June 30, 2017, 2016 and 2015 consisted of the following (in thousands): Year Ended June 30, 2017 2016 2015 Net cash provided by (used in): Operating activities $ 439,745 $ 393,352 $ 379,784 Investing activities (465,052 ) (159,636 ) (231,873 ) Financing activities (51,290 ) (150,330 ) (152,578 ) Net increase (decrease) in cash and cash equivalents (76,597 ) 83,386 (4,667 ) Cash and cash equivalents at beginning of year 210,048 126,662 131,329 Cash and cash equivalents at end of year $ 133,451 $ 210,048 $ 126,662 Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including estimates for allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, payables under TRAs, 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, values of put and call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (2) SIGNIFICANT ACCOUNTING POLICIES Business Combinations We account for acquisitions of a business 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 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 7 - 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 $66.6 million and $61.0 million during the years ended June 30, 2017 and 2016 , 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, member relationships, customer relationships, trade names and distribution networks, and are amortized on a straight-line basis over their EUL. See Note 8 - 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 on the measurement date. 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. 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, 2017 . 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 $5.7 million and $2.0 million at June 30, 2017 and 2016 , 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, 2017 and 2016 . The non-current portion of the deferred compensation plan assets, totaling $41.5 million and $40.0 million at June 30, 2017 and 2016 , 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, 2017 and 2016 . Realized and unrealized gain (loss) of $4.0 million , $(1.6) million and $(0.8) million on plan assets as of June 30, 2017, 2016 and 2015 , 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 $(4.0) million , $1.6 million and $0.8 million , respectively, are included in selling, general and administrative expense in the accompanying Consolidated Statements of Income for the years ended June 30, 2017, 2016 and 2015 , 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 4 - 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. TRAs The Company records TRA liabilities 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 conjunction with the IPO. Tax payments under the TRA 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 made concurrently with the 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 estimated TRA liabilities 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 estimated TRA liabilities 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. Redeemable Limited Partners' 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 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 Services 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 integrated pharmacy and direct sourcing product sales, which are included in the Supply Chain Services 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) collectibility 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 GPO programs, 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 collectibility 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 60 to 300 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 250 to 300 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 integrated 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 integrated pharmaceuticals and direct sourced medical products. Operating Expenses Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead ex |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | (3) BUSINESS ACQUISITIONS Acquisition of Innovatix and Essensa Innovatix, LLC ("Innovatix") and Essensa Ventures, LLC ("Essensa") are GPOs focused on serving alternate site health care providers and other organizations throughout the United States. Prior to December 2, 2016, the Company, through its consolidated subsidiary, Premier Supply Chain Improvement ("PSCI"), held 50% of the membership interests in Innovatix (see Note 4 - Investments ). On December 2, 2016, the Company, through PSCI, acquired from GNYHA Holdings, LLC (see Note 19 - Related Party Transactions ) the remaining 50% ownership interest of Innovatix and 100% of the ownership interest in Essensa for $325.0 million , of which $227.5 million was paid in cash at closing and $97.5 million was paid in cash on January 10, 2017. As a result of certain purchase price adjustments provided for in the purchase agreement, the adjusted purchase price was $336.0 million . In connection with the acquisition, the Company utilized its credit facility dated June 24, 2014, as amended on June 4, 2015 (the "Credit Facility") to fund the $325.0 million purchase price (see Note 11 - Debt ), the outstanding portion of which is reflected within current portion of long-term debt in the Consolidated Balance Sheets at June 30, 2017. The Company incurred $6.5 million of acquisition costs related to this acquisition during the year ended June 30, 2017 . These acquisition costs were included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. The Company has accounted for the Innovatix and Essensa acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired (see Note 8 - Intangible Assets, Net ) and liabilities assumed based on their preliminary fair values. The purchase price allocation for the Innovatix and Essensa acquisition is preliminary and subject to changes in the fair value of working capital and valuation of the assets acquired and the liabilities assumed. The acquisition resulted in the recognition of approximately $334.7 million of goodwill (see Note 9 - Goodwill ) attributable to the anticipated profitability of Innovatix and Essensa. The acquisition was considered an asset acquisition for tax purposes, and accordingly, the Company expects a portion of the goodwill to be deductible for tax purposes. The preliminary fair values assigned to the net assets acquired and the liabilities assumed as of the acquisition date were as follows (in thousands): Acquisition Date Fair Value Cash paid at closing $ 227,500 Note payable at closing, paid on January 10, 2017 97,500 Purchase price 325,000 Consideration for Innovatix and Essensa cash at closing 10,984 Adjusted purchase price 335,984 Earn-out liability 16,662 Receivable from GNYHA Holdings, LLC (3,000 ) Total consideration paid 349,646 Cash acquired (16,267 ) Net consideration 333,379 50% ownership interest in Innovatix 218,356 Payable to Innovatix and Essensa (5,765 ) Enterprise value 545,970 Accounts receivable 21,242 Prepaid expenses and other current assets 686 Fixed assets 3,476 Intangible assets 241,494 Total assets acquired 266,898 Accrued expenses 5,264 Revenue share obligations 7,011 Other current liabilities 694 Total liabilities assumed 12,969 Deferred tax liability 42,636 Goodwill $ 334,677 The acquisition provides the sellers an earn-out opportunity of up to $43.0 million based on Innovatix's and Essensa's Adjusted EBITDA (as defined in the purchase agreement) for the fiscal year ended June 30, 2017 . As of June 30, 2017 , the fair value of the earn-out liability was $21.1 million (see Note 5 - Fair Value Measurements ). Certain executive officers of Innovatix and Essensa executed employment agreements that became effective upon the closing of the acquisition. The purchase agreement provides that in the event that Innovatix's and Essensa's Adjusted EBITDA exceeds agreed upon amounts, certain of those executive officers are entitled to receive a retention bonus payment of up to $3.0 million in the aggregate for which the Company will be reimbursed by GNYHA Holdings, LLC. The Company's 50% ownership interest in Innovatix prior to the acquisition was accounted for under the equity method and had a carrying value of $13.3 million (see Note 4 - Investments ). In connection with the acquisition, the Company's investment was remeasured under business combination accounting rules to a fair value of $218.4 million , resulting in a one-time gain of $205.1 million which was recorded in the accompanying Consolidated Statement of Income as other income. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The Company reports Innovatix and Essensa as part of its Supply Chain Services segment. Acquisition of Acro Pharmaceuticals Acro Pharmaceutical Services LLC and Community Pharmacy Services, LLC (collectively, "Acro Pharmaceuticals") are specialty pharmacy businesses that provide customized healthcare management solutions to members. On August 23, 2016, the Company, through its consolidated subsidiary, NS3 Health, LLC, acquired 100% of the membership interests of Acro Pharmaceuticals for $75.0 million in cash. As a result of certain purchase price adjustments provided for in the purchase agreement, the adjusted purchase price was $62.9 million . The acquisition was funded with available cash on hand. The Company has accounted for the Acro Pharmaceuticals acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The Acro Pharmaceuticals acquisition resulted in the recognition of approximately $33.9 million of goodwill (see Note 9 - Goodwill ) attributable to the anticipated profitability of Acro Pharmaceuticals. The Acro Pharmaceuticals acquisition is considered an asset acquisition for tax purposes and accordingly, the Company expects the goodwill to be deductible for tax purposes. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The Company reports Acro Pharmaceuticals as part of its Supply Chain Services segment. Acquisition of InFlow InFlowHealth, LLC ("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. On October 1, 2015, PHSI acquired all of the limited liability company membership interests of 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. At June 30, 2017 and 2016 , the fair value of the earn-out liability was $0.2 million and $4.1 million , respectively (see Note 5 - Fair Value Measurements ). 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. The Company accounted for the InFlow acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - 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 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 Company reports InFlow as part of its Performance Services segment. Acquisition of CECity CECity.com, Inc. ("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. On August 20, 2015, PHSI acquired 100% of the outstanding shares of capital stock of 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 Credit Facility (see Note 11 - Debt ). Approximately $4.0 million of pretax acquisition costs related to the CECity acquisition were recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income for the year ended June 30, 2016. The Company accounted for the CECity acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - 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 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 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. The Company reports CECity as part of its Performance Services segment. Acquisition of HCI Healthcare Insights, LLC ("HCI") has two primary businesses exclusively serving the healthcare provider market: (i) financial analytics which include budgeting, forecasting, and labor productivity applications, and (ii) clinical analytics which includes service line analytics and direct costing analytics to support value-based care. On July 31, 2015, PHSI acquired all of the limited liability company membership interests of 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 twelve months ending December 31, 2017 as defined in the purchase agreement. At both June 30, 2017 and 2016 , the fair value of the earn-out liability related to the HCI acquisition was zero . 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 Company accounted for the HCI acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - 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 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 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 $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 11 - Debt ). The Company reports S2S as part of its Supply Chain Services segment. Acquisition of TheraDoc TheraDoc, Inc. ("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. On September 1, 2014, the Company completed the acquisition of 100% of the outstanding shares of TheraDoc for $108.6 million . The Company utilized available funds on hand to complete the acquisition. The Company reports TheraDoc as part of its Performance Services segment. Acquisition of Aperek Aperek, Inc. ("Aperek") is a SaaS-based supply chain solutions company focused on purchasing workflow and analytics. On August 29, 2014, the Company completed the acquisition of 100% of the outstanding shares of Aperek for $47.4 million . The Company utilized available funds on hand to complete the acquisition. The Company reports Aperek as part of its Performance Services segment. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | (4) INVESTMENTS Investments in Unconsolidated Affiliates The Company's investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income (Loss) June 30, Year Ended June 30, 2017 2016 2017 2016 2015 FFF $ 85,520 $ — $ 4,400 $ — $ — Bloodbuy 2,066 2,185 (119 ) (65 ) — PharmaPoint 4,232 4,572 (340 ) (379 ) — Innovatix — 9,043 10,743 21,797 21,285 Other investments 1,061 1,000 61 294 — Total investments $ 92,879 $ 16,800 $ 14,745 $ 21,647 $ 21,285 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 plus consideration in the form of the FFF put and call rights. The Company recorded the initial investment in FFF in the accompanying Consolidated Balance Sheets at $81.1 million , of which $65.7 million was in cash and $15.4 million was consideration in the form of the net fair value of the FFF put and call rights (see Note 5 - Fair Value Measurements for additional information related to the fair values of the FFF put and call rights). The Company accounts for its investment in FFF using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held a 15% ownership interest in BloodSolutions, LLC ("Bloodbuy") through its 5.3 million units of Class B Membership Interests at June 30, 2017 and 2016. The Company accounts for its investment in Bloodbuy using the equity method of accounting as the Company has rights to appoint a Board member and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held a 28% ownership interest in PharmaPoint, LLC ("PharmaPoint") through its 5.0 million units of Class B Membership Interests at June 30, 2017 and 2016 . The Company accounts for its investment in PharmaPoint using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held 50% of the membership interests in Innovatix until December 2, 2016, at which time it acquired the remaining 50% membership interests (see Note 3 - Business Acquisitions and Note 19 - Related Party Transactions ). As a result, the Company recognized a one-time gain of $205.1 million related to the remeasurement of the then-existing 50% ownership share to fair value. Prior to the acquisition, the Company accounted for its investment in Innovatix using the equity method of accounting and included the investment as part of the Supply Chain Services segment. Marketable Securities The Company has historically invested 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. At June 30, 2017 , the Company had no marketable securities other than those included in deferred compensation plan assets (see Note 5 - Fair Value Measurements ). At June 30, 2016 , corporate debt securities and asset-backed securities were classified as current and long-term marketable securities in the accompanying Consolidated Balance Sheets (see Note 5 - Fair Value Measurements ). At June 30, 2016 , marketable securities, classified as available-for-sale, consisted 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 Total marketable securities $ 48,022 $ 3 $ (136 ) $ 47,889 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (5) FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2017 Cash equivalents $ 22,218 $ 22,218 $ — $ — FFF call right 4,655 — — 4,655 Deferred compensation plan assets 47,202 47,202 — — Total assets $ 74,075 $ 69,420 $ — $ 4,655 Earn-out liabilities $ 21,310 $ — $ — $ 21,310 FFF put right 24,050 — — 24,050 Total liabilities $ 45,360 $ — $ — $ 45,360 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 41,917 41,917 — — Total assets $ 173,652 $ 125,763 $ 47,889 $ — Earn-out liabilities $ 4,128 $ — $ — $ 4,128 Total liabilities $ 4,128 $ — $ — $ 4,128 Cash equivalents were included in cash and cash equivalents, and corporate debt securities and asset-backed securities were included in current and long-term marketable securities in the accompanying Consolidated Balance Sheets (see Note 4 - Investments ). The fair value of the Company's corporate debt securities and asset-backed securities, classified as Level 2, were valued using quoted prices for similar securities in active markets or quoted prices for identical or similar securities in markets that are not active. Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets was included in prepaid expenses and other current assets ( $5.7 million and $2.0 million at June 30, 2017 and 2016 , respectively) in the accompanying Consolidated Balance Sheets. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) Earn-out liabilities Earn-out liabilities were incurred in connection with acquisitions of HCI on July 31, 2015, Inflow on October 1, 2015 and Innovatix and Essensa on December 2, 2016 (see Note 3 - Business Acquisitions ). At June 30, 2017 and 2016 , the earn-out liabilities were classified as Level 3. The fair values of the earn-out liabilities were determined based on estimated future earnings and the probability of achieving them. The current portion of the earn-out liabilities was $21.1 million and $0.5 million at June 30, 2017 and 2016 , respectively, and was included in other liabilities, current in the accompanying Consolidated Balance Sheets. The long-term portion of the earn-out liabilities was $0.2 million and $3.7 million at June 30, 2017 and 2016 , respectively, and was included in other liabilities, non-current in the accompanying Consolidated Balance Sheets. Changes in the fair values of the earn-out liabilities were recorded within selling, general and administrative expenses in the accompanying Consolidated Statements of Income. FFF put and call rights Pursuant to a shareholders' agreement entered into in connection with the Company's equity investment in FFF on July 26, 2016 (see Note 4 - Investments ), the majority shareholder of FFF obtained a put right ("FFF put right") that provides such shareholder the right to sell all or any portion of its interest in FFF to the Company, which is exercisable beginning on the fourth anniversary of the investment closing date at a per share price equal to FFF's earnings before interest, taxes, depreciation and amortization ("EBITDA") over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents ("Equity Value per Share"). In addition, the shareholders' agreement provided the Company with a call right ("FFF call right") to purchase the remaining interest in FFF from the majority shareholder, which is exercisable at any time within 180 calendar days after the date of a Key Man Event (generally defined in the shareholders' agreement as the resignation, termination for cause, death or disability of the majority shareholder). In the event that the FFF put or call rights are exercised, the purchase price for the additional interest in FFF will be at a per share price equal to the Equity Value per Share. The fair value of the FFF put and call rights were determined based on the Equity Value per Share calculation using unobservable inputs, which included the estimated FFF put and call rights' expiration dates, the forecast of FFF's EBITDA over the option period, forecasted movements in the overall market and the likelihood of a Key Man Event. Significant changes to the Equity Value per Share resulting from changes in the unobservable inputs could have a significant impact on the fair values of the FFF put and call rights. The Company recorded the FFF put and call rights within long-term other liabilities and long-term other assets, respectively, within the accompanying Consolidated Balance Sheets. Net changes in the fair value of the FFF put and call rights were recorded within other income (expense), net, in the accompanying Consolidated Statements of Income. A reconciliation of the Company's earn-out liabilities and FFF put and call rights is as follows (in thousands): Beginning Balance Purchases Gain (Loss) Ending Balance Year ended June 30, 2017 FFF call right asset $ — $ 10,361 $ (5,706 ) $ 4,655 Total Level 3 assets $ — $ 10,361 $ (5,706 ) $ 4,655 Earn-out liabilities $ 4,128 $ 16,662 $ (520 ) $ 21,310 FFF put right liability — 25,821 1,771 24,050 Total Level 3 liabilities $ 4,128 $ 42,483 $ 1,251 $ 45,360 Year ended June 30, 2016 Earn-out liabilities $ — $ 4,109 $ (19 ) $ 4,128 Total Level 3 liabilities $ — $ 4,109 $ (19 ) $ 4,128 Non-Recurring Fair Value Measurements During the year ended June 30, 2017 , no non-recurring fair value measurements were required relating to the measurement of goodwill and intangible assets for impairment. However, purchase price allocations required significant non-recurring Level 3 inputs. The preliminary fair values of the acquired intangible assets resulting from the acquisitions of Acro Pharmaceuticals and Innovatix and Essensa were determined using the income approach (see Note 3 - Business Acquisitions ). The Company recognized a one-time gain of $205.1 million related to the remeasurement of the Company's 50% equity method investment in Innovatix to fair value upon acquisition of the remaining interest in Innovatix (see Note 3 - Business Acquisitions ). The fair value of the investment was calculated using a discounted cash flow model. Financial Instruments For Which Fair Value Only is Disclosed The fair values of non-interest bearing notes payable, classified as Level 2, were less than their carrying value by approximately $0.6 million and $0.7 million at June 30, 2017 and 2016 , respectively, based on assumed market interest rates of 2.6% and 2.1% , respectively. Other Financial Instruments The fair values of cash, accounts receivable, accounts payable, accrued liabilities and the Company's Credit Facility approximated carrying value due to the short-term nature of these financial instruments. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | (6) ACCOUNTS RECEIVABLE, NET Trade accounts receivable consisted primarily of amounts due from hospital and healthcare system members for services and products. Managed services receivable consisted of amounts receivable related to fees for services provided to members utilizing the Company's integrated pharmacy services to support contract negotiation and administration, claims data, rebate processing and evaluation of pharmacy formulary and utilization. June 30, 2017 2016 Trade accounts receivable $ 130,126 $ 112,443 Managed services receivable 31,383 33,728 Other 48 234 Total accounts receivable 161,557 146,405 Allowance for doubtful accounts (1,812 ) (1,981 ) Accounts receivable, net $ 159,745 $ 144,424 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | (7) PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2017 2016 Capitalized software 3-5 years $ 340,271 $ 361,864 Computer hardware 3-5 years 57,320 53,547 Furniture and other equipment 5 years 8,218 8,102 Leasehold improvements Lesser of estimated useful life or term of lease 18,016 16,318 Total property and equipment 423,825 439,831 Accumulated depreciation and amortization (236,460 ) (265,751 ) Property and equipment, net $ 187,365 $ 174,080 Depreciation and amortization expense related to property and equipment was $58.9 million , $51.1 million and $45.2 million for the years ended June 30, 2017, 2016 and 2015 , respectively. Unamortized capitalized software costs were $161.4 million and $146.0 million at June 30, 2017 and 2016 , 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 integration of the TheraDoc acquisition during its annual inventory process in May 2015 (see Note 3 - Business Acquisitions). The Company did not incur a material loss on disposal of long-lived assets during the years ended June 30, 2017 or 2016. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | (8) INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following (in thousands): June 30, Useful Life 2017 2016 Member relationships 14.7 years $ 220,100 $ — Technology 5.0 years 143,727 143,727 Customer relationships 8.3 years 48,120 48,120 Trade names 8.3 years 22,710 13,160 Distribution network 10.0 years 22,400 — Favorable lease commitments 10.1 years 11,393 — Non-compete agreements 5.9 years 8,710 4,080 Total intangible assets 477,160 209,087 Accumulated amortization (99,198 ) (50,870 ) Total intangible assets, net $ 377,962 $ 158,217 The increase in intangible assets was due to the acquisitions of Acro Pharmaceuticals in August 2016 and Innovatix and Essensa in December 2016 (see Note 3 - Business Acquisitions ). Intangible asset amortization totaled $48.3 million , $33.1 million and $9.1 million for the years ended June 30, 2017, 2016 and 2015 , 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): 2018 $ 55,493 2019 53,938 2020 49,073 2021 27,949 2022 24,960 Thereafter 163,149 Total amortization expense (a) $ 374,562 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which was classified as technology in the total intangible assets table, of $3.4 million as these assets were not completed at June 30, 2017 . The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2017 2016 Supply Chain Services $ 255,601 $ — Performance Services 122,361 158,217 Total intangible assets, net $ 377,962 $ 158,217 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | (9) GOODWILL Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Acquisition adjustments (b) Total June 30, 2016 $ 31,765 $ 506,197 $ — $ 537,962 Acro Pharmaceuticals (a) 39,850 — (5,944 ) 33,906 Innovatix and Essensa (a) 331,162 — 3,515 334,677 June 30, 2017 $ 402,777 $ 506,197 $ (2,429 ) $ 906,545 (a) See Note 3 - Business Acquisitions for more information. (b) The initial purchase price allocations for the Company's acquisitions are preliminary and subject to changes in fair value of working capital and valuation of the assets acquired and the liabilities assumed. The Acro Pharmaceuticals acquisition adjustments were related to working capital adjustments subsequent to the acquisition date which were recorded in the Supply Chain Services segment. The Innovatix and Essensa acquisition adjustments were related to working capital and intangible asset adjustments subsequent to the acquisition date which were recorded in the Supply Chain Services segment (see Note 3 - Business Acquisitions ). |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 12 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | (10) OTHER LONG-TERM ASSETS Other long-term assets consisted of the following (in thousands): June 30, 2017 2016 Deferred loan costs, net $ 1,051 $ 1,595 FFF call right 4,655 — Other 4,565 10,895 Total other long-term assets $ 10,271 $ 12,490 The Company recorded $0.5 million , $0.5 million and $0.3 million in amortization expense on deferred loan costs during the years ended June 30, 2017, 2016 and 2015 , respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest and investment income, net in the Consolidated Statements of Income. Pursuant to a shareholders' agreement entered into in connection with the Company's equity investment in FFF on July 26, 2016 (see Note 4 - Investments ), the Company obtained a call right to purchase the remaining interest in FFF from the majority shareholder (see Note 5 - Fair Value Measurements ). Included in other at June 30, 2016 was a $10.0 million net prepayment to a distributor, which was funded in order to receive additional discounts on product purchases. |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | (11) DEBT Long-term debt consisted of the following (in thousands): June 30, Commitment Amount Due Date 2017 2016 Credit Facility $ 750,000 June 24, 2019 $ 220,000 $ — Notes payable — Various 14,272 19,342 Total debt 234,272 19,342 Less: current portion (227,993 ) (5,484 ) Total long-term debt $ 6,279 $ 13,858 Credit Facility 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 has a maturity date of June 24, 2019. 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 1.750% for Eurodollar Rate Loans and 0.125% to 0.750% for Base Rate Loans. At June 30, 2017 , the interest rate for three-month Eurodollar Rate Loans was 2.424% and the interest rate for Base Rate Loans was 4.375% . The Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.250% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2017 , 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 financial 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. Premier GP was in compliance with all such covenants at June 30, 2017 . 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, discretionary settlements of Class B unit exchanges under the Exchange Agreement and other general corporate activities. During the year ended June 30, 2017 , the Company utilized $425.0 million of the Credit Facility, including $325.0 million to fund the acquisition price of Innovatix and Essensa (see Note 3 - Business Acquisitions ), approximately $50.0 million to fund the cash settlement portion of the October 31, 2016 Class B common unit exchange under the Exchange agreement (see Note 13 - Redeemable Limited Partners' Capital ), and the remainder to fund general corporate activities. During the year ended June 30, 2017 , the Company repaid $205.0 million of borrowings under the Credit Facility. Borrowings due within one year of the balance sheet date are classified as current liabilities in the Consolidated Balance Sheets. They may be renewed or extended at the option of the Company through the maturity date of the Credit Facility. Interest expense incurred during the year ended June 30, 2017 was $5.2 million and cash paid for interest during the year ended June 30, 2017 was $4.5 million . Notes Payable At June 30, 2017 and 2016 , the Company had $14.3 million and $19.3 million , respectively, in notes payable consisting primarily of non-interest bearing notes payable outstanding to departed member owners, of which $8.0 million and $5.5 million , respectively, are included in current portion of long-term debt and $6.3 million and $13.9 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 on the notes as of June 30, 2017 are as follows (in thousands): 2018 $ 7,993 2019 260 2020 2,420 2021 3,183 2022 416 Thereafter — Total principal payments $ 14,272 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | (12) OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following (in thousands): June 30, 2017 2016 Deferred rent $ 14,045 $ 16,049 Reserve for uncertain tax positions 3,819 3,815 Earn-out liability, less current portion 185 3,659 Accrued compensation — 455 FFF put right 24,050 — Total other long-term liabilities $ 42,099 $ 23,978 Pursuant to a shareholders' agreement entered into in connection with the Company's equity investment in FFF on July 26, 2016 (see Note 4 - Investments), the majority shareholder of FFF obtained a put right that provides such shareholder the right to sell all or any portion of its interest in FFF to the Company (see Note 5 - Fair Value Measurements). |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended |
Jun. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE LIMITED PARTNERS' CAPITAL | (13) REDEEMABLE LIMITED PARTNERS' CAPITAL Redeemable limited partners' capital represents the member owners' 63% ownership of Premier LP through their ownership of Class B common units at June 30, 2017 . 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. Therefore, redeemable limited partners' capital is recorded at the greater of the book value or redemption amount per the LP Agreement (see Note 1 - Organization and Basis of Presentation for more information), and is calculated 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, 2017, 2016 and 2015 , the Company recorded adjustments to fair value for the redemption amount to redeemable limited partners' capital of $37.2 million , $(776.8) million and $904.0 million , respectively. Redeemable limited partners' capital is classified as temporary equity in the mezzanine section of the accompanying Consolidated Balance Sheets as, pursuant to the LP Agreement, withdrawal is at the option of each limited partner and the conditions of the repurchase are not solely within the Company's control. The table below shows the changes in redeemable limited partners' capital from June 30, 2014 to June 30, 2017 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital 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 non-controlling interest in 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 non-controlling interest in 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 Distributions applied to receivables from limited partners 2,049 — — 2,049 Redemption of limited partner — (416 ) — (416 ) Net income attributable to non-controlling interest in Premier LP — 336,052 — 336,052 Distributions to limited partners — (92,892 ) — (92,892 ) Net realized loss on marketable securities — — 85 85 Exchange of Class B common units for Class A common stock by member owners — (157,371 ) — (157,371 ) Exchange of Class B common units for cash by member owners — (123,330 ) — (123,330 ) Adjustment to redemption amount — 37,176 — 37,176 June 30, 2017 $ (4,177 ) $ 3,142,760 $ — $ 3,138,583 Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes that were issued to new limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners. These receivables are reflected as a reduction to 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, 2017, 2016 and 2015 . During the year ended June 30, 2017 , two limited partners withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's Class B common units that are not eligible for exchange in the form of a five -year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to the former limited partners are reflected in notes payable in the accompanying Consolidated Balance Sheets. Under the Exchange Agreement, Class B common units that are eligible for exchange by the withdrawing limited partner must be exchanged in the next following exchange process. Premier LP's distribution policy requires cash distributions as long as taxable income is generated and cash is available to distribute on a quarterly basis prior to the 60 th day after the end of each calendar quarter. The Company makes quarterly distributions to its limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. These partner distributions are based on the limited partner's ownership in Premier LP and relative participation across Premier service offerings. While these distributions are based on relative participation across Premier service offerings, they are 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 limited partners would not receive a quarterly distribution. As provided in the LP 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. Actual quarterly distributions made to limited partners during the current fiscal year are as follows (in thousands): Date Distribution (a) August 25, 2016 $ 22,493 November 23, 2016 $ 22,137 February 28, 2017 $ 22,733 May 29, 2017 $ 23,071 (a) Distributions are equal to Premier LP's total taxable income from the preceding fiscal quarter-to-date period for each respective distribution date multiplied by the Company's standalone effective combined federal, state and local income tax rate. Premier LP expects to make a $25.0 million quarterly distribution on or before August 28, 2017. The distribution is reflected in limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2017 . Pursuant to the Exchange Agreement (see Note 1 - Organization and Basis of Presentation for more information), 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 and Compliance Committee of the Board of Directors. During the year ended June 30, 2017 , the Company recorded total reductions of $280.7 million to redeemable limited partners' capital to reflect the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for a like number of shares of the Company's Class A common stock and the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for cash (see Note 15 - Earnings (Loss) Per Share for more information). Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital August 1, 2016 1,323,654 $ 43,071 October 31, 2016 5,047,528 164,141 January 31, 2017 1,296,682 39,899 May 1, 2017 993,194 33,590 8,661,058 $ 280,701 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | (14) STOCKHOLDERS' DEFICIT As of June 30, 2017 , there were 51,943,281 shares of the Company's Class A common stock, par value $0.01 per share, and 87,298,888 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, subject to any statutory or contractual restrictions on the payment of dividends and subject 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 entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, but are 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, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (15) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share of Premier is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares of common stock outstanding for the period. Net income (loss) attributable to stockholders includes the adjustment recorded in the period to reflect redeemable limited partners' capital at the redemption amount, as a result of the exchange benefit obtained by limited partners through the ownership of Class B common units. Except when the effect would be anti-dilutive, the diluted earnings (loss) per share calculation, which is calculated using the treasury stock method, includes the impact of shares that could be issued under the outstanding stock options, non-vested restricted stock units and awards, shares of non-vested performance share awards and the effect of the assumed redemption of Class B common units through the issuance of Class A common shares. The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2017 2016 2015 Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 76,249 $ 818,364 $ (865,292 ) Numerator for diluted earnings (loss) per share: Net income (loss) attributable to stockholders $ 76,249 $ 818,364 $ (865,292 ) 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 (loss) 76,249 235,161 (865,292 ) Tax effect on Premier, Inc. net income (a) — (41,497 ) — Adjusted net income (loss) $ 76,249 $ 193,664 $ (865,292 ) Denominator for basic earnings (loss) per share: Weighted average shares (b) 49,654 42,368 35,681 Denominator for diluted earnings (loss) per share: Weighted average shares (b) 49,654 42,368 35,681 Effect of dilutive shares: (c) Stock options 286 348 — Restricted stock 215 589 — Performance share awards 219 1,429 — Class B shares outstanding — 100,574 — Weighted average shares and assumed conversions 50,374 145,308 35,681 Basic earnings (loss) per share $ 1.54 $ 19.32 $ (24.25 ) Diluted earnings (loss) per share $ 1.51 $ 1.33 $ (24.25 ) (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 (loss) 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, 2017, 2016 and 2015 . (c) For the year ended June 30, 2017 , the effect of 90.8 million Class B common units exchangeable for Class A common shares and 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2016 , the effect of 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2015 , the effect of 1.0 million stock options, restricted stock units and performance share awards and 106.4 million Class B common units exchangeable for Class A common shares were excluded from diluted weighted average shares outstanding due to the net loss attributable to shareholders sustained for the year and as including them would have been anti-dilutive for the period. Pursuant to the terms of the Exchange Agreement, on a quarterly basis, the Company has the option, as determined by the independent Audit and Compliance Committee, to settle the exchange of Class B common units of Premier LP by member owners for cash, an equal number of Class A common shares of Premier, Inc. or a combination of cash and shares of Class A common stock. In connection with the exchange of Class B common units by member owners, regardless of the consideration used to settle the exchange, an equal number of shares of Premier's Class B common stock are surrendered by member owners and retired (see Note 13 - Redeemable Limited Partners' Capital ). The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock and/or cash in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement, including activity related to the Class A and Class B common units and Class A and Class B common stock through the date of the applicable quarterly exchange: Quarterly Exchange by Member Owners Class B Common Shares Retired Upon Exchange (a) Class B Common Shares Outstanding After Exchange (a) Class A Common Shares Outstanding After Exchange Percentage of Combined Voting Power Class B/Class A Common Stock August 1, 2016 1,323,654 94,809,069 47,365,528 67%/33% October 31, 2016 (b) 5,047,528 89,761,541 50,085,904 64%/36% January 31, 2017 (b) 1,296,682 88,464,859 50,701,862 64%/36% May 1, 2017 993,194 87,298,888 51,734,785 63%/37% July 31, 2017 (c) 1,231,410 86,067,478 53,212,057 62%/38% (a) The number of Class B common shares retired or outstanding are equivalent to the number of Class B common units retired upon exchange or outstanding after the exchange, as applicable. (b) In connection with the October 31, 2016 exchange, 3.0 million Class B common units were exchanged for cash and 2.0 million Class B common units were exchanged for Class A common stock. In connection with the January 31, 2017 exchange, 0.8 million Class B common units were exchanged for cash and 0.5 million Class B common units were exchanged for Class A common stock. (c) As the quarterly exchange occurred on July 31, 2017, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2017 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | (16) 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 $26.5 million , $48.7 million and $28.5 million for the years ended June 30, 2017, 2016 and 2015 , respectively, with a resulting deferred tax benefit of $10.1 million , $18.5 million and $10.8 million , respectively. The deferred tax benefit was calculated at a rate of 38% , which represents the expected effective income tax rate at the time of the compensation expense deduction primarily at PHSI, and differs from the Company's current effective income tax rate which includes the impact of partnership income not subject to federal and state income taxes. Premier 2013 Equity Incentive Plan The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the "2013 Equity Incentive Plan") provides for grants of up to 11.3 million 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, 2017 , there were 4.6 million shares available for grant under the 2013 Equity Incentive Plan. The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2017 : Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2016 403,117 $ 33.86 1,443,708 $ 30.02 3,314,661 $ 30.04 Granted 267,127 $ 31.58 905,460 $ 29.73 527,294 $ 31.60 Vested/exercised (50,114 ) $ 32.66 (1,181,820 ) $ 27.00 (332,383 ) $ 28.04 Forfeited (43,142 ) $ 33.72 (81,476 ) $ 33.82 (137,073 ) $ 34.25 Outstanding at June 30, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Stock options outstanding and exercisable at June 30, 2017 2,224,038 $ 28.82 Restricted stock units and restricted stock awards issued and outstanding generally vest over a three -year period for employees and a one -year period for directors. Performance share awards issued and outstanding generally vest over three years if performance targets are met. Stock options have a term of ten years from the date of grant. Vested stock options will expire either after twelve 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. Unrecognized stock-based compensation expense at June 30, 2017 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 8,900 1.66 years Performance share awards 16,010 1.76 years Stock options 7,952 1.67 years Total unrecognized stock-based compensation expense $ 32,862 1.71 years The aggregate intrinsic value of stock options at June 30, 2017 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 16,000 Expected to vest 3,236 Total outstanding $ 19,236 Exercised during the year ended June 30, 2017 $ 1,902 The Company estimated the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortized expense over each option's vesting period using the straight-line attribution approach: June 30, 2017 2016 2015 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 32.0% - 33.0% 32.7% - 33.5% 34.8% - 39.5% Risk-free interest rate (d) 1.31% - 2.13% 1.15% - 1.82% 1.66% - 1.89% Weighted average option grant date fair value $10.48 - $12.00 $11.11 - $12.40 $12.82 - $14.15 (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 Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant. |
PENSIONS AND OTHER POST-RETIREM
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | 12 Months Ended |
Jun. 30, 2017 | |
Postemployment Benefits [Abstract] | |
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | (17) 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 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. 401(k) expense was $9.2 million , $8.5 million and $6.6 million for the years ended June 30, 2017, 2016 and 2015 , respectively. The Company also 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 certain tax limits . 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 for the year ended June 30, 2015. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (18) 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): Year Ended June 30, 2017 2016 2015 Current: Federal $ 16,638 $ 19,765 $ 15,240 State 4,614 4,242 2,808 Total current expense 21,252 24,007 18,048 Deferred: Federal 49,392 15,703 15,770 State 11,170 10,011 2,524 Total deferred expense 60,562 25,714 18,294 Provision for income taxes $ 81,814 $ 49,721 $ 36,342 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): Year Ended June 30, 2017 2016 2015 Computed tax expense $ 185,952 $ 99,709 $ 94,895 Partnership income (federal) not subject to tax to the Company (85,142 ) (85,063 ) (82,751 ) State taxes (net of federal benefit) 9,823 664 1,961 Remeasurement gain and other permanent items (78,998 ) 1,051 1,840 Research and development credits (2,239 ) (1,562 ) (2,160 ) Expense (benefit) on subsidiaries treated separately for income tax purposes 18,660 (7,497 ) (6,323 ) Change in valuation allowance 26,829 36,279 28,210 Deferred tax revaluation 9,950 8,080 — Other (3,021 ) (1,940 ) 670 Provision for income taxes $ 81,814 $ 49,721 $ 36,342 Effective income tax rate 15.4 % 17.5 % 13.4 % The decrease in the effective tax rate from the prior year is primarily attributable to the $78.1 million income tax benefit associated with the one-time gain related to the remeasurement of the 50% equity method investment in Innovatix to fair value upon acquisition of Innovatix and Essensa. This decrease is partially offset by $26.1 million in income tax expense related to the subsidiaries being treated separately for income tax purposes. 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, 2017 and 2016 are presented below (in thousands): June 30, 2017 2016 Deferred tax asset Partnership basis differences in Premier LP $ 473,193 $ 413,408 Stock compensation 23,037 36,884 Accrued expenses 44,096 33,438 Net operating losses and credits 47,629 24,753 Other 11,856 5,073 Total deferred tax assets 599,811 513,556 Valuation allowance for deferred tax assets (91,787 ) (64,958 ) Net deferred tax assets 508,024 448,598 Deferred tax liability Purchased intangible assets and depreciation (71,994 ) (25,749 ) Other liabilities (1,774 ) — Net deferred tax asset $ 434,256 $ 422,849 At June 30, 2017 , the Company had federal and state net operating loss carryforwards of $101.9 million and $113.6 million , respectively, primarily attributable to PHSI. The resulting federal and state deferred tax assets are approximately $35.7 million and $4.6 million , respectively. The federal and state net operating loss carryforwards expire between the years ended June 30, 2018 through June 30, 2036, unless utilized. A valuation allowance was established for a portion of federal and state losses as the Company believes it is more likely than not that all or a portion of these losses will not be realized in the near future. At June 30, 2017 , the Company had federal research and development credit carryforwards of $8.7 million . The federal credit carryforwards expire at various times between the years ended June 30, 2020 through June 30, 2037, unless utilized. A valuation allowance was established as the Company believes it is more likely than not that all or a 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 a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $91.8 million against its deferred tax assets at June 30, 2017 , an increase of $26.8 million from the $65.0 million valuation allowance recorded as of June 30, 2016 . As of June 30, 2017 and 2016 , the Company had net deferred tax assets of $434.3 million and $422.8 million , respectively. The June 30, 2017 balance was comprised of $482.5 million in deferred tax assets at Premier, Inc. offset by $48.2 million in deferred tax liabilities at PHSI and PSCI. The increase of $11.5 million in deferred tax assets was primarily attributable to $114.7 million of deferred tax assets recorded in connection with the exchanges of Class B common units pursuant to the Exchange Agreement that occurred during the twelve months ended June 30, 2017, partially offset by a $42.6 million deferred tax liability recorded upon acquisition of Innovatix primarily attributable to the excess of the financial reporting basis in the identifiable intangible assets over the tax basis. The deferred tax asset of $114.7 million associated with the exchanges of member owner Class B shares is directly reported to contributed capital and the $42.6 million deferred tax liability recorded in connection with the acquisition of Innovatix is reported to goodwill, resulting in a deferred income tax expense of $60.6 million during the year ended June 30, 2017 . 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 Sheets. A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the years ended June 30, 2017, 2016 and 2015 are as follows: Year Ended June 30, 2017 2016 2015 Beginning of year balance $ 4,381 $ 3,436 $ 1,438 Increases in prior period tax positions 101 318 1,185 Decreases in prior period tax positions (870 ) (201 ) — Decreases due to lapse in statute of limitations (22 ) (721 ) (225 ) Increases in current period tax positions 1,453 1,549 1,038 End of year balance $ 5,043 $ 4,381 $ 3,436 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 $4.1 million , $3.4 million and $3.2 million , including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2017, 2016 and 2015 , 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 $0.3 million and $0.4 million at June 30, 2017 and 2016 . The Company has determined that it is reasonably possible that its existing reserve for uncertain income tax positions at June 30, 2017 will change in the next twelve months, primarily related to ongoing state audits. The Company estimates the financial statement impact to be approximately $0.2 million . Federal tax returns for tax years ended June 30, 2014, 2015 and 2016 remain open as of June 30, 2017. 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 $26.1 million and $24.9 million during the years ended June 30, 2017 and 2016 , respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (19) RELATED PARTY TRANSACTIONS GNYHA Purchasing Alliance, LLC and its member organizations ("GNYHA PA") owned approximately 9% of the outstanding partnership interests in Premier LP as of June 30, 2017 . Net administrative fees revenue based on purchases by GNYHA Services, Inc. ("GNYHA") (an affiliate of GNYHA PA) and its member organizations was $69.9 million , $66.8 million and $60.9 million for the years ended June 30, 2017, 2016 and 2015 , 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 $7.8 million and $7.6 million of revenue share obligations in the accompanying Consolidated Balance Sheets related to revenue share obligations to GNYHA and its member organizations at June 30, 2017 and 2016 , respectively. In addition, of the $25.0 million and $22.5 million limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2017 and 2016 , respectively, $2.7 million and $2.9 million , respectively, were payable to GNYHA and its member organizations at June 30, 2017 and 2016 , respectively. Services and support revenue earned from GNYHA and its member organizations was $14.2 million , $13.2 million and $12.8 million during the years ended June 30, 2017, 2016 and 2015 , respectively. Product revenue earned from, or attributable to services provided to, GNYHA and its member organizations was $17.2 million , $19.0 million and $19.9 million during the years ended June 30, 2017, 2016 and 2015 , respectively. Receivables from GNYHA and its member organizations, included in due from related parties in the accompanying Consolidated Balance Sheets, were $5.4 million and $2.6 million at June 30, 2017 and 2016 , respectively. The Company held 50% of the membership interests in Innovatix until December 2, 2016, at which time it acquired the remaining 50% of the membership interests (see Note 3 - Business Acquisitions ). The Company's share of Innovatix's net income included in equity in net income of unconsolidated affiliates in the accompanying Consolidated Statements of Income prior to the acquisition was $10.7 million , $21.8 million and $21.3 million for the years ended June 30, 2017, 2016 and 2015 , respectively. The Company maintained a group purchasing agreement with Innovatix under which Innovatix members were permitted to utilize Premier LP's GPO supplier contracts. Gross administrative fees revenue and a corresponding revenue share recorded under the arrangement prior to the acquisition were $19.9 million , $44.3 million and $38.7 million for the years ended June 30, 2017, 2016 and 2015 , respectively. At June 30, 2016, the Company had revenue share obligations to Innovatix of $4.2 million in the accompanying Consolidated Balance Sheets. The Company historically maintained a group purchasing agreement with GNYHA Alternate Care Purchasing Corporation ("Essensa"), under which Essensa utilized the Company's GPO supplier contracts. On December 2, 2016, the Company acquired 100% of the membership interests in Essensa (see Note 3 - Business Acquisitions ). Net administrative fees revenue recorded from Essensa prior to the acquisition was $1.2 million , $2.8 million and $2.4 million for the years ended June 30, 2017, 2016 and 2015 , respectively. At June 30, 2016, the Company had revenue share obligations to Essensa of $0.2 million . In connection with the acquisition of Innovatix and Essensa on December 2, 2016, a transition services agreement, expiring on June 30, 2017, was entered into with GNYHA Management Corporation to provide certain transitional services, including human resources services, accounting services, IT services and legal services. Transition services expense associated with this agreement was $0.5 million for the year ended June 30, 2017. Additionally, as part of the acquisition, Premier acquired a lease agreement for office space from GNYHA Management Corporation, expiring on December 31, 2026. Lease expense, excluding the amortization expense of the favorable lease commitment (see Note 8 - Intangible Assets, Net ), associated with this agreement was $0.9 million for the year ended June 30, 2017. The Company's 49% ownership share of net income of FFF, which was acquired on July 26, 2016, included in equity in net income of unconsolidated affiliates in the accompanying Consolidated Statements of Income was $4.4 million for the year ended June 30, 2017 . The Company maintains group purchasing agreements with FFF and receives administrative fees for purchases made by the Company's members pursuant to those agreements. Net administrative fees revenue recorded from purchases under those agreements was $4.8 million during the year ended June 30, 2017 . 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 $5.1 million , $4.3 million and $4.7 million for the years ended June 30, 2017, 2016 and 2015 , respectively, and annual incentive management fees of $0.2 million , $0.2 million and $0.5 million for the years ended June 30, 2017, 2016 and 2015 , respectively. As of June 30, 2017 and 2016 , $0.6 million and $0.5 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (20) COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases office space under operating leases. The office space leases provide for escalating rent payments during the lease terms. The Company recognizes rent expense on a straight-line basis over the lease term. Rent and associated operating expenses totaled $9.5 million , $10.1 million and $11.4 million for the years ended June 30, 2017, 2016 and 2015 , respectively. Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): 2018 $ 11,607 2019 11,732 2020 10,710 2021 10,312 2022 10,437 Thereafter 39,970 Total future minimum lease payments $ 94,768 Other Matters 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, tort and personal injury, 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, 2017 | |
Segment Reporting [Abstract] | |
SEGMENTS | (21) 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, government services and insurance services businesses. Segment information was as follows (in thousands): Year Ended June 30, 2017 2016 2015 Net Revenue: Supply Chain Services Net administrative fees $ 557,468 $ 498,394 $ 457,020 Other services and support 9,704 4,385 1,977 Services 567,172 502,779 458,997 Products 534,118 326,646 279,261 Total Supply Chain Services 1,101,290 829,425 738,258 Performance Services 353,383 333,169 268,771 Net revenue $ 1,454,673 $ 1,162,594 $ 1,007,029 Depreciation and amortization expense (a) : Supply Chain Services $ 14,209 $ 1,401 $ 1,964 Performance Services 85,299 76,500 47,131 Corporate 7,703 6,255 5,227 Total depreciation and amortization expense $ 107,211 $ 84,156 $ 54,322 Capital expenditures: Supply Chain Services $ 483 $ 914 $ 1,815 Performance Services 66,686 62,337 63,435 Corporate 4,203 13,739 5,484 Total capital expenditures $ 71,372 $ 76,990 $ 70,734 June 30, Total assets: 2017 2016 Supply Chain Services $ 1,017,023 $ 345,219 Performance Services 888,862 934,588 Corporate 601,951 575,576 Total assets $ 2,507,836 $ 1,855,383 (a) Includes amortization of purchased intangible assets. The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles ("Non-GAAP")) 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. 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. Non-recurring items are income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see "Our Use of Non-GAAP Financial Measures" within Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Year Ended June 30, 2017 2016 2015 Income before income taxes $ 531,291 $ 284,882 $ 271,127 Remeasurement gain attributable to acquisition of Innovatix (205,146 ) — — Equity in net income of unconsolidated affiliates (a) (14,745 ) (21,647 ) (21,285 ) Interest and investment income (loss), net (b) 4,512 1,021 (866 ) Loss on disposal of long-lived assets 2,422 — 15,243 Other expense (income), net (614 ) 1,692 1,823 Operating income 317,720 265,948 266,042 Depreciation and amortization 58,884 51,102 45,186 Amortization of purchased intangible assets 48,327 33,054 9,136 Stock-based compensation (c) 26,860 49,081 28,498 Acquisition related expenses 15,790 15,804 9,037 Strategic and financial restructuring expenses 31 268 1,373 Adjustment to tax receivable agreement liabilities (d) (5,447 ) (4,818 ) — ERP implementation expenses (e) 2,028 4,870 — Acquisition related adjustment - revenue (f) 18,049 5,624 13,371 Equity in net income of unconsolidated affiliates (a) 14,745 21,647 21,285 Deferred compensation plan income (expense) (g) 4,020 (1,605 ) (753 ) Other income 584 — — Adjusted EBITDA $ 501,591 $ 440,975 $ 393,175 Segment Adjusted EBITDA: Supply Chain Services $ 493,763 $ 439,013 $ 391,180 Performance Services 121,090 110,787 90,235 Corporate (113,262 ) (108,825 ) (88,240 ) Adjusted EBITDA $ 501,591 $ 440,975 $ 393,175 (a) Refer to Note 4 - Investments for further information regarding equity in net income of unconsolidated affiliates. (b) Represents interest expense, net and realized gains and losses on our marketable securities. (c) Represents non-cash employee stock-based compensation expense and $0.4 million stock purchase plan expense during both of the years ended June 30, 2017 and 2016 . (d) Represents adjustment to TRA liabilities for an increase in income apportioned to California and a 1.5% decrease in the North Carolina state income tax rate during the year ended June 30, 2017, and adjustment for a 1.0% decrease in the North Carolina state income tax rate during the year ended June 30, 2016. (e) Represents implementation and other costs associated with the implementation of our enterprise resource planning ("ERP") system. (f) During the year ended June 30, 2017 , we recorded $17.4 million purchase accounting adjustments to Adjusted EBITDA related to our acquisition of Innovatix and Essensa on December 2, 2016. This adjustment reflects the fair value of administrative fees related to member purchases that occurred prior to December 2, 2016, but were reported to us subsequent to that date through June 30, 2017 . Under our revenue recognition accounting policy, which is in accordance with GAAP, these administrative fees would be ordinarily recorded as revenue when reported to us; however, the acquisition method of accounting requires us to estimate the amount of purchases prior to the acquisition date and to record the fair value of the administrative fees to be received from those purchases as an account receivable (as opposed to recognizing revenue when these transactions are reported to us) and record any corresponding revenue share obligation as a liability. The purchase accounting adjustment amounted to an estimated $21.2 million of accounts receivable relating to these administrative fees and an estimated $3.8 million for the related revenue share obligation through June 30, 2017 . This item also includes non-cash adjustments to deferred revenue of acquired entities of $0.6 million , $5.6 million and $13.4 million for the years ended June 30, 2017, 2016 and 2015 , respectively. 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 our acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The Non-GAAP adjustment to our software license updates and product support revenues is intended to include, and thus reflect, the full amount of such revenues. (g) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | (22) QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2017 and 2016 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal Year 2017 Net revenue $ 313,272 $ 358,500 $ 379,803 $ 403,098 Gross profit 174,769 182,486 202,555 214,815 Net income 58,095 246,184 71,338 73,860 Net income attributable to non-controlling interest in Premier LP (49,601 ) (181,173 ) (51,433 ) (53,845 ) Adjustment of redeemable limited partners' capital to redemption amount 61,808 335,264 (100,506 ) (333,742 ) Net income (loss) attributable to stockholders $ 70,302 $ 400,275 $ (80,601 ) $ (313,727 ) Weighted average shares outstanding: Basic 47,214 49,445 50,525 51,470 Diluted 142,962 141,308 50,525 51,470 Net income (loss) per share attributable to stockholders: Basic $ 1.49 $ 8.10 $ (1.60 ) $ (6.10 ) Diluted $ 0.26 $ 1.50 $ (1.60 ) $ (6.10 ) Fiscal Year 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 in Premier LP (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 |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Years Ended June 30, 2017, 2016 and 2015 (in thousands) Beginning Balance Additions/(Reductions) to Expense or Other Accounts Deductions Ending Balance Year ended June 30, 2017 Allowance for doubtful accounts $ 1,981 781 950 $ 1,812 Deferred tax assets valuation allowance $ 64,958 26,829 — $ 91,787 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 |
SIGNIFICANT ACCOUNTING POLICI31
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The limited partners' interest in 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 accompanying Consolidated Statements of Income and within comprehensive income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Comprehensive Income. At June 30, 2017 and 2016 , the member owners owned approximately 63% and 68% , respectively, of the Company's combined Class A and Class B common stock through their ownership of Class B common stock. During the year ended June 30, 2017 , the member owners exchanged 8.7 million Class B common units and associated Class B common shares for a combination of 4.9 million Class A common shares and cash pursuant to the Exchange Agreement (see Note 15 - Earnings (Loss) Per Share ). During the year ended June 30, 2017 , approximately 3.8 million Class B common units were contributed to Premier LP, converted to Class A common units and retired in connection with the member owner exchange for cash, and approximately 4.9 million Class B common units were contributed to Premier LP, converted to Class A common units and remain outstanding. Correspondingly, approximately 8.7 million Class B common shares were retired during the same period. At June 30, 2017 and 2016 , the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares for an equal number of Class A common shares, owned approximately 37% and 32% of the Company's outstanding common stock through their ownership of Class A common stock. Principles of Consolidation 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. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. See Note 2 - Significant Accounting Policies for further discussion of recently adopted accounting standards related to VIEs. |
Principles of Consolidation | Principles of Consolidation 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. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. See Note 2 - Significant Accounting Policies for further discussion of recently adopted accounting standards related to VIEs. |
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 are evaluated on an ongoing basis, including estimates for allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, payables under TRAs, 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, values of put and call rights, values of earn-out liabilities and the allocation of purchase prices. 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 of a business 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 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 7 - 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 $66.6 million and $61.0 million during the years ended June 30, 2017 and 2016 , 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, member relationships, customer relationships, trade names and distribution networks, and are amortized on a straight-line basis over their EUL. See Note 8 - 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 on the measurement date. 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. |
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. The estimated current portion, totaling $5.7 million and $2.0 million at June 30, 2017 and 2016 , 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, 2017 and 2016 . The non-current portion of the deferred compensation plan assets, totaling $41.5 million and $40.0 million at June 30, 2017 and 2016 , 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, 2017 and 2016 . Realized and unrealized gain (loss) of $4.0 million , $(1.6) million and $(0.8) million on plan assets as of June 30, 2017, 2016 and 2015 , 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 $(4.0) million , $1.6 million and $0.8 million , respectively, are included in selling, general and administrative expense in the accompanying Consolidated Statements of Income for the years ended June 30, 2017, 2016 and 2015 , respectively. |
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 4 - 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. |
TRAs | TRAs The Company records TRA liabilities 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 conjunction with the IPO. Tax payments under the TRA 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 made concurrently with the 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 estimated TRA liabilities 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 estimated TRA liabilities 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. |
Redeemable Limited Partner's Capital | Redeemable Limited Partners' 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 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. |
Revenue Recognition | 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 Services 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 integrated pharmacy and direct sourcing product sales, which are included in the Supply Chain Services 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) collectibility 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 GPO programs, 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 collectibility 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 60 to 300 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 250 to 300 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 integrated 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 integrated 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 as well as net operating losses and credit carryforwards, 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' deficit 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 March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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 Company early-adopted the standard effective July 1, 2016, using the prospective approach. Pursuant to the guidance, the Company recognized gross excess tax benefits of approximately $9.1 million ( $3.6 million tax effected) during the three months ended September 30, 2016, which were fully offset by a valuation allowance at Premier Healthcare Solutions, Inc. ("PHSI"), the Company's consolidated subsidiary. No adjustments were made to prior periods, and the impact on prior periods would have been immaterial. All excess tax benefits related to share-based awards are reported as operating activities within the accompanying Consolidated Statement of Cash Flows. In addition, the Company calculated diluted earnings per share without consideration of any tax benefits in determining dilutive shares. 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 in ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, 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. ASU 2015-15 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." The Company adopted the standard effective July 1, 2016 using the retrospective approach. The guidance had no impact on the Company's accounting for debt issuance costs associated with its line of credit. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which effectively eliminated the presumption that a general partner should consolidate a limited partnership, modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, and affected the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The Company adopted the standard effective July 1, 2016 using the modified retrospective approach. The adoption of ASU 2015-02 did not impact the Company's conclusions regarding consolidation or the consolidated financial statements other than providing additional disclosures around Premier's consolidation of Premier LP. As a result of ASU 2015-02, the Company no longer consolidates Premier LP under the presumption that the general partner controls a limited partnership but rather consolidates Premier LP under the Variable Interest Model. Premier LP meets the definition of a VIE as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner, Premier GP. Additionally, the Company, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect thereto driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. Recently Issued Accounting Standards Not Yet Adopted In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. 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 prospectively for the Company for the fiscal year beginning July 1, 2018. 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 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test. The guidance requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. In addition, the guidance eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2020. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. 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. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU amendments add or clarify guidance on eight cash flow issues. 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. 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 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 2016-01, Financial Instruments-Overall (Subtopic 825-10) , 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 certain amendments. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 33) , 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. Upon transition, entities must disclose the nature of and reason for the accounting change. We do not expect the adoption of the new standard to have a material impact on the Company's consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , 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 or to arrange for the good or service to be provided by a third party. If the entity provides the specific 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 the principal to recognize revenue for the gross amount and the agent to recognize revenue for the amount of any fee or commission for which it expects to be entitled in exchange for arranging for the specified good or service to be provided. The new standard will be effective with ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which amends specific aspects of ASU 2014-09, including how to identify performance obligations and guidance related to licensing implementation. This amendment 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 amendment will be effective with ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies specific aspects of ASU 2014-09, 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 will be effective with ASU 2014-09. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606: Revenue from Contracts with Customers , which clarifies specific aspects of ASU 2014-09, including allowing entities not to make quantitative disclosures about remaining performance obligations in certain cases and requiring entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard also makes twelve other technical corrections and modifications to ASU 2014-09. The new standard will be effective with ASU 2014-09. The new revenue recognition standards discussed above, 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. To-date, the Company has identified the following preliminary impacts of adopting the new standards on various revenue streams across its operating segments. Within the Supply Chain Services Segment, the Company expects to recognize administrative fee revenue upon the occurrence of a sale by suppliers to the Company’s members. This differs from today’s treatment in which the Company recognizes 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. This change will result in the Company recognizing revenue sooner in the revenue cycle than under today’s guidance and the creation of a contract asset associated with this shift in revenue recognition timing. The Company is continuing to assess the impact of these changes on the financial statements and disclosures. Within the Performance Services Segment, the Company is continuing to assess the impacts of adopting the new standards on its various revenue streams. Under the new standard, the Company will be required to capitalize the incremental costs of obtaining a contract, which the Company has preliminarily identified as sales commissions and costs associated with implementing our SaaS informatics tools, and to amortize these costs in a manner that reflects the transfer of services to the customer. These costs are expensed as incurred under the current guidance. The Company is continuing to assess the impact of these changes on the financial statements and disclosures. Additionally, the Company is evaluating the potential impacts on its business processes, systems and controls necessary to support revenue recognition and disclosure requirements under the new standard. |
ORGANIZATION AND BASIS OF PRE32
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The assets and liabilities of Premier LP at June 30, 2017 and 2016 consisted of the following (in thousands): June 30, 2017 June 30, 2016 Assets Current $ 385,477 $ 442,251 Noncurrent 1,616,539 973,741 Total assets of Premier LP $ 2,002,016 $ 1,415,992 Liabilities Current $ 560,582 $ 312,068 Noncurrent 134,635 74,709 Total liabilities of Premier LP $ 695,217 $ 386,777 Net income attributable to Premier LP during the years ended June 30, 2017, 2016 and 2015 was as follows (in thousands): Year Ended June 30, 2017 2016 2015 Premier LP net income $ 522,310 $ 275,955 $ 257,662 Premier LP's cash flows for the years ended June 30, 2017, 2016 and 2015 consisted of the following (in thousands): Year Ended June 30, 2017 2016 2015 Net cash provided by (used in): Operating activities $ 439,745 $ 393,352 $ 379,784 Investing activities (465,052 ) (159,636 ) (231,873 ) Financing activities (51,290 ) (150,330 ) (152,578 ) Net increase (decrease) in cash and cash equivalents (76,597 ) 83,386 (4,667 ) Cash and cash equivalents at beginning of year 210,048 126,662 131,329 Cash and cash equivalents at end of year $ 133,451 $ 210,048 $ 126,662 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
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 The preliminary fair values assigned to the net assets acquired and the liabilities assumed as of the acquisition date were as follows (in thousands): Acquisition Date Fair Value Cash paid at closing $ 227,500 Note payable at closing, paid on January 10, 2017 97,500 Purchase price 325,000 Consideration for Innovatix and Essensa cash at closing 10,984 Adjusted purchase price 335,984 Earn-out liability 16,662 Receivable from GNYHA Holdings, LLC (3,000 ) Total consideration paid 349,646 Cash acquired (16,267 ) Net consideration 333,379 50% ownership interest in Innovatix 218,356 Payable to Innovatix and Essensa (5,765 ) Enterprise value 545,970 Accounts receivable 21,242 Prepaid expenses and other current assets 686 Fixed assets 3,476 Intangible assets 241,494 Total assets acquired 266,898 Accrued expenses 5,264 Revenue share obligations 7,011 Other current liabilities 694 Total liabilities assumed 12,969 Deferred tax liability 42,636 Goodwill $ 334,677 |
INVESTMENTS - (Tables)
INVESTMENTS - (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company's investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income (Loss) June 30, Year Ended June 30, 2017 2016 2017 2016 2015 FFF $ 85,520 $ — $ 4,400 $ — $ — Bloodbuy 2,066 2,185 (119 ) (65 ) — PharmaPoint 4,232 4,572 (340 ) (379 ) — Innovatix — 9,043 10,743 21,797 21,285 Other investments 1,061 1,000 61 294 — Total investments $ 92,879 $ 16,800 $ 14,745 $ 21,647 $ 21,285 |
Schedule of Marketable Securities, Classified as Available-for-sale | At June 30, 2016 , marketable securities, classified as available-for-sale, consisted 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 Total marketable securities $ 48,022 $ 3 $ (136 ) $ 47,889 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets at Fair Value on a Recurring Basis | The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2017 Cash equivalents $ 22,218 $ 22,218 $ — $ — FFF call right 4,655 — — 4,655 Deferred compensation plan assets 47,202 47,202 — — Total assets $ 74,075 $ 69,420 $ — $ 4,655 Earn-out liabilities $ 21,310 $ — $ — $ 21,310 FFF put right 24,050 — — 24,050 Total liabilities $ 45,360 $ — $ — $ 45,360 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 41,917 41,917 — — Total assets $ 173,652 $ 125,763 $ 47,889 $ — Earn-out liabilities $ 4,128 $ — $ — $ 4,128 Total liabilities $ 4,128 $ — $ — $ 4,128 |
Reconciliation Earn-Out Liabilities and FFF Put and Call Rights | A reconciliation of the Company's earn-out liabilities and FFF put and call rights is as follows (in thousands): Beginning Balance Purchases Gain (Loss) Ending Balance Year ended June 30, 2017 FFF call right asset $ — $ 10,361 $ (5,706 ) $ 4,655 Total Level 3 assets $ — $ 10,361 $ (5,706 ) $ 4,655 Earn-out liabilities $ 4,128 $ 16,662 $ (520 ) $ 21,310 FFF put right liability — 25,821 1,771 24,050 Total Level 3 liabilities $ 4,128 $ 42,483 $ 1,251 $ 45,360 Year ended June 30, 2016 Earn-out liabilities $ — $ 4,109 $ (19 ) $ 4,128 Total Level 3 liabilities $ — $ 4,109 $ (19 ) $ 4,128 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | June 30, 2017 2016 Trade accounts receivable $ 130,126 $ 112,443 Managed services receivable 31,383 33,728 Other 48 234 Total accounts receivable 161,557 146,405 Allowance for doubtful accounts (1,812 ) (1,981 ) Accounts receivable, net $ 159,745 $ 144,424 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2017 2016 Capitalized software 3-5 years $ 340,271 $ 361,864 Computer hardware 3-5 years 57,320 53,547 Furniture and other equipment 5 years 8,218 8,102 Leasehold improvements Lesser of estimated useful life or term of lease 18,016 16,318 Total property and equipment 423,825 439,831 Accumulated depreciation and amortization (236,460 ) (265,751 ) Property and equipment, net $ 187,365 $ 174,080 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, Useful Life 2017 2016 Member relationships 14.7 years $ 220,100 $ — Technology 5.0 years 143,727 143,727 Customer relationships 8.3 years 48,120 48,120 Trade names 8.3 years 22,710 13,160 Distribution network 10.0 years 22,400 — Favorable lease commitments 10.1 years 11,393 — Non-compete agreements 5.9 years 8,710 4,080 Total intangible assets 477,160 209,087 Accumulated amortization (99,198 ) (50,870 ) Total intangible assets, net $ 377,962 $ 158,217 |
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): 2018 $ 55,493 2019 53,938 2020 49,073 2021 27,949 2022 24,960 Thereafter 163,149 Total amortization expense (a) $ 374,562 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which was classified as technology in the total intangible assets table, of $3.4 million as these assets were not completed at June 30, 2017 . |
Schedule of Net Carrying Value of Intangible Assets by Segment | The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2017 2016 Supply Chain Services $ 255,601 $ — Performance Services 122,361 158,217 Total intangible assets, net $ 377,962 $ 158,217 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Acquisition adjustments (b) Total June 30, 2016 $ 31,765 $ 506,197 $ — $ 537,962 Acro Pharmaceuticals (a) 39,850 — (5,944 ) 33,906 Innovatix and Essensa (a) 331,162 — 3,515 334,677 June 30, 2017 $ 402,777 $ 506,197 $ (2,429 ) $ 906,545 (a) See Note 3 - Business Acquisitions for more information. (b) The initial purchase price allocations for the Company's acquisitions are preliminary and subject to changes in fair value of working capital and valuation of the assets acquired and the liabilities assumed. The Acro Pharmaceuticals acquisition adjustments were related to working capital adjustments subsequent to the acquisition date which were recorded in the Supply Chain Services segment. The Innovatix and Essensa acquisition adjustments were related to working capital and intangible asset adjustments subsequent to the acquisition date which were recorded in the Supply Chain Services segment (see Note 3 - Business Acquisitions ). |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Long-term Assets | Other long-term assets consisted of the following (in thousands): June 30, 2017 2016 Deferred loan costs, net $ 1,051 $ 1,595 FFF call right 4,655 — Other 4,565 10,895 Total other long-term assets $ 10,271 $ 12,490 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): June 30, Commitment Amount Due Date 2017 2016 Credit Facility $ 750,000 June 24, 2019 $ 220,000 $ — Notes payable — Various 14,272 19,342 Total debt 234,272 19,342 Less: current portion (227,993 ) (5,484 ) Total long-term debt $ 6,279 $ 13,858 |
Schedule of Principal Payments of Notes Payable | Future minimum principal payments on the notes as of June 30, 2017 are as follows (in thousands): 2018 $ 7,993 2019 260 2020 2,420 2021 3,183 2022 416 Thereafter — Total principal payments $ 14,272 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2017 2016 Deferred rent $ 14,045 $ 16,049 Reserve for uncertain tax positions 3,819 3,815 Earn-out liability, less current portion 185 3,659 Accrued compensation — 455 FFF put right 24,050 — Total other long-term liabilities $ 42,099 $ 23,978 |
REDEEMABLE LIMITED PARTNERS' 43
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Changes in Redeemable Limited Partners' Capital | The table below shows the changes in redeemable limited partners' capital from June 30, 2014 to June 30, 2017 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital 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 non-controlling interest in 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 non-controlling interest in 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 Distributions applied to receivables from limited partners 2,049 — — 2,049 Redemption of limited partner — (416 ) — (416 ) Net income attributable to non-controlling interest in Premier LP — 336,052 — 336,052 Distributions to limited partners — (92,892 ) — (92,892 ) Net realized loss on marketable securities — — 85 85 Exchange of Class B common units for Class A common stock by member owners — (157,371 ) — (157,371 ) Exchange of Class B common units for cash by member owners — (123,330 ) — (123,330 ) Adjustment to redemption amount — 37,176 — 37,176 June 30, 2017 $ (4,177 ) $ 3,142,760 $ — $ 3,138,583 |
Schedule of Incentive Distributions Made to Managing Members or General Partners by Distribution [Table Text Block] | Actual quarterly distributions made to limited partners during the current fiscal year are as follows (in thousands): Date Distribution (a) August 25, 2016 $ 22,493 November 23, 2016 $ 22,137 February 28, 2017 $ 22,733 May 29, 2017 $ 23,071 (a) Distributions are equal to Premier LP's total taxable income from the preceding fiscal quarter-to-date period for each respective distribution date multiplied by the Company's standalone effective combined federal, state and local income tax rate. Premier LP expects to make a $25.0 million quarterly distribution on or before August 28, 2017. The distribution is reflected in limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2017 . |
Schedule of Limited Partners' Capital Account by Class | During the year ended June 30, 2017 , the Company recorded total reductions of $280.7 million to redeemable limited partners' capital to reflect the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for a like number of shares of the Company's Class A common stock and the exchange of Class B common units and surrender of associated shares of Class B common stock by member owners for cash (see Note 15 - Earnings (Loss) Per Share for more information). Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital August 1, 2016 1,323,654 $ 43,071 October 31, 2016 5,047,528 164,141 January 31, 2017 1,296,682 39,899 May 1, 2017 993,194 33,590 8,661,058 $ 280,701 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Common Shares Used for Earnings (Loss) Per Share | The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2017 2016 2015 Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 76,249 $ 818,364 $ (865,292 ) Numerator for diluted earnings (loss) per share: Net income (loss) attributable to stockholders $ 76,249 $ 818,364 $ (865,292 ) 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 (loss) 76,249 235,161 (865,292 ) Tax effect on Premier, Inc. net income (a) — (41,497 ) — Adjusted net income (loss) $ 76,249 $ 193,664 $ (865,292 ) Denominator for basic earnings (loss) per share: Weighted average shares (b) 49,654 42,368 35,681 Denominator for diluted earnings (loss) per share: Weighted average shares (b) 49,654 42,368 35,681 Effect of dilutive shares: (c) Stock options 286 348 — Restricted stock 215 589 — Performance share awards 219 1,429 — Class B shares outstanding — 100,574 — Weighted average shares and assumed conversions 50,374 145,308 35,681 Basic earnings (loss) per share $ 1.54 $ 19.32 $ (24.25 ) Diluted earnings (loss) per share $ 1.51 $ 1.33 $ (24.25 ) (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 (loss) 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, 2017, 2016 and 2015 . (c) For the year ended June 30, 2017 , the effect of 90.8 million Class B common units exchangeable for Class A common shares and 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2016 , the effect of 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2015 , the effect of 1.0 million stock options, restricted stock units and performance share awards and 106.4 million Class B common units exchangeable for Class A common shares were excluded from diluted weighted average shares outstanding due to the net loss attributable to shareholders sustained for the year and as including them would have been anti-dilutive for the period. |
Schedule of Exchange Agreement | The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock and/or cash in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement, including activity related to the Class A and Class B common units and Class A and Class B common stock through the date of the applicable quarterly exchange: Quarterly Exchange by Member Owners Class B Common Shares Retired Upon Exchange (a) Class B Common Shares Outstanding After Exchange (a) Class A Common Shares Outstanding After Exchange Percentage of Combined Voting Power Class B/Class A Common Stock August 1, 2016 1,323,654 94,809,069 47,365,528 67%/33% October 31, 2016 (b) 5,047,528 89,761,541 50,085,904 64%/36% January 31, 2017 (b) 1,296,682 88,464,859 50,701,862 64%/36% May 1, 2017 993,194 87,298,888 51,734,785 63%/37% July 31, 2017 (c) 1,231,410 86,067,478 53,212,057 62%/38% (a) The number of Class B common shares retired or outstanding are equivalent to the number of Class B common units retired upon exchange or outstanding after the exchange, as applicable. (b) In connection with the October 31, 2016 exchange, 3.0 million Class B common units were exchanged for cash and 2.0 million Class B common units were exchanged for Class A common stock. In connection with the January 31, 2017 exchange, 0.8 million Class B common units were exchanged for cash and 0.5 million Class B common units were exchanged for Class A common stock. (c) As the quarterly exchange occurred on July 31, 2017, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2017 . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2017 : Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2016 403,117 $ 33.86 1,443,708 $ 30.02 3,314,661 $ 30.04 Granted 267,127 $ 31.58 905,460 $ 29.73 527,294 $ 31.60 Vested/exercised (50,114 ) $ 32.66 (1,181,820 ) $ 27.00 (332,383 ) $ 28.04 Forfeited (43,142 ) $ 33.72 (81,476 ) $ 33.82 (137,073 ) $ 34.25 Outstanding at June 30, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Stock options outstanding and exercisable at June 30, 2017 2,224,038 $ 28.82 |
Schedule of Performance Share Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2017 : Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2016 403,117 $ 33.86 1,443,708 $ 30.02 3,314,661 $ 30.04 Granted 267,127 $ 31.58 905,460 $ 29.73 527,294 $ 31.60 Vested/exercised (50,114 ) $ 32.66 (1,181,820 ) $ 27.00 (332,383 ) $ 28.04 Forfeited (43,142 ) $ 33.72 (81,476 ) $ 33.82 (137,073 ) $ 34.25 Outstanding at June 30, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Stock options outstanding and exercisable at June 30, 2017 2,224,038 $ 28.82 |
Schedule of Stock Options Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2017 : Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2016 403,117 $ 33.86 1,443,708 $ 30.02 3,314,661 $ 30.04 Granted 267,127 $ 31.58 905,460 $ 29.73 527,294 $ 31.60 Vested/exercised (50,114 ) $ 32.66 (1,181,820 ) $ 27.00 (332,383 ) $ 28.04 Forfeited (43,142 ) $ 33.72 (81,476 ) $ 33.82 (137,073 ) $ 34.25 Outstanding at June 30, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Stock options outstanding and exercisable at June 30, 2017 2,224,038 $ 28.82 |
Schedule of Unrecognized Compensation | Unrecognized stock-based compensation expense at June 30, 2017 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 8,900 1.66 years Performance share awards 16,010 1.76 years Stock options 7,952 1.67 years Total unrecognized stock-based compensation expense $ 32,862 1.71 years |
Summary of the Aggregate Intrinsic Value of Stock Options | The aggregate intrinsic value of stock options at June 30, 2017 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 16,000 Expected to vest 3,236 Total outstanding $ 19,236 Exercised during the year ended June 30, 2017 $ 1,902 |
Schedule of Fair Value using Black-Scholes Option Pricing Model | The Company estimated the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortized expense over each option's vesting period using the straight-line attribution approach: June 30, 2017 2016 2015 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 32.0% - 33.0% 32.7% - 33.5% 34.8% - 39.5% Risk-free interest rate (d) 1.31% - 2.13% 1.15% - 1.82% 1.66% - 1.89% Weighted average option grant date fair value $10.48 - $12.00 $11.11 - $12.40 $12.82 - $14.15 (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 Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
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): Year Ended June 30, 2017 2016 2015 Current: Federal $ 16,638 $ 19,765 $ 15,240 State 4,614 4,242 2,808 Total current expense 21,252 24,007 18,048 Deferred: Federal 49,392 15,703 15,770 State 11,170 10,011 2,524 Total deferred expense 60,562 25,714 18,294 Provision for income taxes $ 81,814 $ 49,721 $ 36,342 |
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): Year Ended June 30, 2017 2016 2015 Computed tax expense $ 185,952 $ 99,709 $ 94,895 Partnership income (federal) not subject to tax to the Company (85,142 ) (85,063 ) (82,751 ) State taxes (net of federal benefit) 9,823 664 1,961 Remeasurement gain and other permanent items (78,998 ) 1,051 1,840 Research and development credits (2,239 ) (1,562 ) (2,160 ) Expense (benefit) on subsidiaries treated separately for income tax purposes 18,660 (7,497 ) (6,323 ) Change in valuation allowance 26,829 36,279 28,210 Deferred tax revaluation 9,950 8,080 — Other (3,021 ) (1,940 ) 670 Provision for income taxes $ 81,814 $ 49,721 $ 36,342 Effective income tax rate 15.4 % 17.5 % 13.4 % |
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, 2017 and 2016 are presented below (in thousands): June 30, 2017 2016 Deferred tax asset Partnership basis differences in Premier LP $ 473,193 $ 413,408 Stock compensation 23,037 36,884 Accrued expenses 44,096 33,438 Net operating losses and credits 47,629 24,753 Other 11,856 5,073 Total deferred tax assets 599,811 513,556 Valuation allowance for deferred tax assets (91,787 ) (64,958 ) Net deferred tax assets 508,024 448,598 Deferred tax liability Purchased intangible assets and depreciation (71,994 ) (25,749 ) Other liabilities (1,774 ) — Net deferred tax asset $ 434,256 $ 422,849 |
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, 2017, 2016 and 2015 are as follows: Year Ended June 30, 2017 2016 2015 Beginning of year balance $ 4,381 $ 3,436 $ 1,438 Increases in prior period tax positions 101 318 1,185 Decreases in prior period tax positions (870 ) (201 ) — Decreases due to lapse in statute of limitations (22 ) (721 ) (225 ) Increases in current period tax positions 1,453 1,549 1,038 End of year balance $ 5,043 $ 4,381 $ 3,436 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
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): 2018 $ 11,607 2019 11,732 2020 10,710 2021 10,312 2022 10,437 Thereafter 39,970 Total future minimum lease payments $ 94,768 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Net Revenue and EBITDA | Segment information was as follows (in thousands): Year Ended June 30, 2017 2016 2015 Net Revenue: Supply Chain Services Net administrative fees $ 557,468 $ 498,394 $ 457,020 Other services and support 9,704 4,385 1,977 Services 567,172 502,779 458,997 Products 534,118 326,646 279,261 Total Supply Chain Services 1,101,290 829,425 738,258 Performance Services 353,383 333,169 268,771 Net revenue $ 1,454,673 $ 1,162,594 $ 1,007,029 Depreciation and amortization expense (a) : Supply Chain Services $ 14,209 $ 1,401 $ 1,964 Performance Services 85,299 76,500 47,131 Corporate 7,703 6,255 5,227 Total depreciation and amortization expense $ 107,211 $ 84,156 $ 54,322 Capital expenditures: Supply Chain Services $ 483 $ 914 $ 1,815 Performance Services 66,686 62,337 63,435 Corporate 4,203 13,739 5,484 Total capital expenditures $ 71,372 $ 76,990 $ 70,734 June 30, Total assets: 2017 2016 Supply Chain Services $ 1,017,023 $ 345,219 Performance Services 888,862 934,588 Corporate 601,951 575,576 Total assets $ 2,507,836 $ 1,855,383 (a) Includes amortization of purchased intangible assets. |
Reconciliation of Segment Adjusted EBITDA to Operating Income | A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Year Ended June 30, 2017 2016 2015 Income before income taxes $ 531,291 $ 284,882 $ 271,127 Remeasurement gain attributable to acquisition of Innovatix (205,146 ) — — Equity in net income of unconsolidated affiliates (a) (14,745 ) (21,647 ) (21,285 ) Interest and investment income (loss), net (b) 4,512 1,021 (866 ) Loss on disposal of long-lived assets 2,422 — 15,243 Other expense (income), net (614 ) 1,692 1,823 Operating income 317,720 265,948 266,042 Depreciation and amortization 58,884 51,102 45,186 Amortization of purchased intangible assets 48,327 33,054 9,136 Stock-based compensation (c) 26,860 49,081 28,498 Acquisition related expenses 15,790 15,804 9,037 Strategic and financial restructuring expenses 31 268 1,373 Adjustment to tax receivable agreement liabilities (d) (5,447 ) (4,818 ) — ERP implementation expenses (e) 2,028 4,870 — Acquisition related adjustment - revenue (f) 18,049 5,624 13,371 Equity in net income of unconsolidated affiliates (a) 14,745 21,647 21,285 Deferred compensation plan income (expense) (g) 4,020 (1,605 ) (753 ) Other income 584 — — Adjusted EBITDA $ 501,591 $ 440,975 $ 393,175 Segment Adjusted EBITDA: Supply Chain Services $ 493,763 $ 439,013 $ 391,180 Performance Services 121,090 110,787 90,235 Corporate (113,262 ) (108,825 ) (88,240 ) Adjusted EBITDA $ 501,591 $ 440,975 $ 393,175 (a) Refer to Note 4 - Investments for further information regarding equity in net income of unconsolidated affiliates. (b) Represents interest expense, net and realized gains and losses on our marketable securities. (c) Represents non-cash employee stock-based compensation expense and $0.4 million stock purchase plan expense during both of the years ended June 30, 2017 and 2016 . (d) Represents adjustment to TRA liabilities for an increase in income apportioned to California and a 1.5% decrease in the North Carolina state income tax rate during the year ended June 30, 2017, and adjustment for a 1.0% decrease in the North Carolina state income tax rate during the year ended June 30, 2016. (e) Represents implementation and other costs associated with the implementation of our enterprise resource planning ("ERP") system. (f) During the year ended June 30, 2017 , we recorded $17.4 million purchase accounting adjustments to Adjusted EBITDA related to our acquisition of Innovatix and Essensa on December 2, 2016. This adjustment reflects the fair value of administrative fees related to member purchases that occurred prior to December 2, 2016, but were reported to us subsequent to that date through June 30, 2017 . Under our revenue recognition accounting policy, which is in accordance with GAAP, these administrative fees would be ordinarily recorded as revenue when reported to us; however, the acquisition method of accounting requires us to estimate the amount of purchases prior to the acquisition date and to record the fair value of the administrative fees to be received from those purchases as an account receivable (as opposed to recognizing revenue when these transactions are reported to us) and record any corresponding revenue share obligation as a liability. The purchase accounting adjustment amounted to an estimated $21.2 million of accounts receivable relating to these administrative fees and an estimated $3.8 million for the related revenue share obligation through June 30, 2017 . This item also includes non-cash adjustments to deferred revenue of acquired entities of $0.6 million , $5.6 million and $13.4 million for the years ended June 30, 2017, 2016 and 2015 , respectively. 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 our acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The Non-GAAP adjustment to our software license updates and product support revenues is intended to include, and thus reflect, the full amount of such revenues. (g) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. |
QUARTERLY FINANCIAL DATA (UNA49
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2017 and 2016 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal Year 2017 Net revenue $ 313,272 $ 358,500 $ 379,803 $ 403,098 Gross profit 174,769 182,486 202,555 214,815 Net income 58,095 246,184 71,338 73,860 Net income attributable to non-controlling interest in Premier LP (49,601 ) (181,173 ) (51,433 ) (53,845 ) Adjustment of redeemable limited partners' capital to redemption amount 61,808 335,264 (100,506 ) (333,742 ) Net income (loss) attributable to stockholders $ 70,302 $ 400,275 $ (80,601 ) $ (313,727 ) Weighted average shares outstanding: Basic 47,214 49,445 50,525 51,470 Diluted 142,962 141,308 50,525 51,470 Net income (loss) per share attributable to stockholders: Basic $ 1.49 $ 8.10 $ (1.60 ) $ (6.10 ) Diluted $ 0.26 $ 1.50 $ (1.60 ) $ (6.10 ) Fiscal Year 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 in Premier LP (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 |
ORGANIZATION AND BASIS OF PRE50
ORGANIZATION AND BASIS OF PRESENTATION (Details) | May 01, 2017shares | Jan. 31, 2017shares | Oct. 31, 2016shares | Aug. 01, 2016shares | May 02, 2016shares | Feb. 01, 2016shares | Nov. 02, 2015shares | Jul. 31, 2015shares | Oct. 01, 2013 | Jun. 30, 2017segmentshares | Jun. 30, 2016 |
Schedule of Organization [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Common stock owned, member owners, percentage | 37.00% | 32.00% | |||||||||
Limited partnership, limited partners ownership percentage | 63.00% | 68.00% | |||||||||
Term of tax receivable agreement | 15 years | ||||||||||
Estimated amount of tax savings recorded as a liability, as a percentage | 85.00% | ||||||||||
Revenue sharing (participation agreements), percent | 30.00% | ||||||||||
Participation agreements, term | 5 years | ||||||||||
Common Class B Unit | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Exchange agreement conversion ratio | 0.1429 | ||||||||||
Common stock conversion ratio | 1 | ||||||||||
Member Owners | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Resale shelf registration statement effective term | 7 years | ||||||||||
Probation period for company-directed underwritten public offering | 60 days | ||||||||||
Class A Common Stock | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | (4,900,000) | ||||||||||
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) | (993,194) | (1,296,682) | (5,047,528) | (1,323,654) | (993,194) | (1,296,682) | (5,047,528) | (1,323,654) | (8,661,058) | ||
Stock repurchased and retired during period, shares | 8,700,000 | ||||||||||
Class B Common Stock | Exchanged For Class A Common Stock | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | (4,900,000) | ||||||||||
Stock repurchased and retired during period, shares | 3,800,000 | ||||||||||
Two Largest GPO Member Owners | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Revenue sharing (participation agreements), percent | 30.00% | ||||||||||
Participation agreements, term | 7 years | ||||||||||
Two Largest GPO Member Owners | Minimum | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Participation agreements, automatic extension term | 5 years | ||||||||||
Two Largest GPO Member Owners | Maximum | |||||||||||
Schedule of Organization [Line Items] | |||||||||||
Participation agreements, automatic extension term | 7 years |
ORGANIZATION AND BASIS OF PRE51
ORGANIZATION AND BASIS OF PRESENTATION Schedule of Assets and Liabilities of Premier LP (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Assets | ||
Current | $ 408,812 | $ 462,890 |
Liabilities | ||
Current | 571,587 | 326,063 |
Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Current | 385,477 | 442,251 |
Noncurrent | 1,616,539 | 973,741 |
Total assets of Premier LP | 2,002,016 | 1,415,992 |
Liabilities | ||
Current | 560,582 | 312,068 |
Noncurrent | 134,635 | 74,709 |
Total liabilities of Premier LP | $ 695,217 | $ 386,777 |
ORGANIZATION AND BASIS OF PRE52
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Net Income Attributable to Premier LP (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Variable Interest Entity [Line Items] | |||||||||||
Net income | $ 73,860 | $ 71,338 | $ 246,184 | $ 58,095 | $ 50,356 | $ 71,557 | $ 60,995 | $ 52,253 | $ 449,477 | $ 235,161 | $ 234,785 |
Variable Interest Entity, Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net income | $ 522,310 | $ 275,955 | $ 257,662 |
ORGANIZATION AND BASIS OF PRE53
ORGANIZATION AND BASIS OF PRESENTATION Schedule of Premier LP's Cashflows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Variable Interest Entity [Line Items] | |||
Operating activities | $ 392,247 | $ 371,470 | $ 364,058 |
Investing activities | (465,053) | (159,636) | (231,873) |
Financing activities | (19,276) | (109,539) | (117,449) |
Net increase (decrease) in cash and cash equivalents | (92,082) | 102,295 | 14,736 |
Cash and cash equivalents at beginning of year | 248,817 | 146,522 | 131,786 |
Cash and cash equivalents at end of year | 156,735 | 248,817 | 146,522 |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Operating activities | 439,745 | 393,352 | 379,784 |
Investing activities | (465,052) | (159,636) | (231,873) |
Financing activities | (51,290) | (150,330) | (152,578) |
Net increase (decrease) in cash and cash equivalents | (76,597) | 83,386 | (4,667) |
Cash and cash equivalents at beginning of year | 210,048 | 126,662 | 131,329 |
Cash and cash equivalents at end of year | $ 133,451 | $ 210,048 | $ 126,662 |
SIGNIFICANT ACCOUNTING POLICI54
SIGNIFICANT ACCOUNTING POLICIES - Marketable Securities (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2017 | |
Minimum | |
Investment [Line Items] | |
Marketable securities, maturity period | 3 months |
Maximum | |
Investment [Line Items] | |
Marketable securities, maturity period | 5 years |
SIGNIFICANT ACCOUNTING POLICI55
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized costs related to software development for internal use | $ 66.6 | $ 61 |
Capitalized software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
SIGNIFICANT ACCOUNTING POLICI56
SIGNIFICANT ACCOUNTING POLICIES - Deferred Compensation Plan Assets and Related Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets, current | $ 5,700 | $ 2,000 | |
Deferred compensation plan assets, total | 41,518 | 39,965 | |
Deferred compensation plan income (expense) | (4,020) | 1,605 | $ 753 |
Other Income (Expense), Net | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Unrealized gains (losses) on plan assets | 4,000 | (1,600) | (800) |
Selling, General and Administrative Expenses | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan income (expense) | $ (4,000) | $ 1,600 | $ 800 |
SIGNIFICANT ACCOUNTING POLICI57
SIGNIFICANT ACCOUNTING POLICIES - Tax Receivable Agreements (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Estimated amount of tax savings recorded as a liability, as a percentage | 85.00% |
Term of tax receivable agreement | 15 years |
SIGNIFICANT ACCOUNTING POLICI58
SIGNIFICANT ACCOUNTING POLICIES - Redeemable Limited Partner's Capital (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2017 | |
Common Class B Unit | |
Redeemable Noncontrolling Interest [Line Items] | |
Common stock conversion ratio | 1 |
Limited Partner | |
Redeemable Noncontrolling Interest [Line Items] | |
Period of payment of partnership interest upon withdrawal from partnership | 5 years |
SIGNIFICANT ACCOUNTING POLICI59
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2017 | |
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 | 60 days |
Minimum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 250 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 | 300 days |
Maximum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 300 days |
SIGNIFICANT ACCOUNTING POLICI60
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Selling, General and Administrative Expenses | |||
Property, Plant and Equipment [Line Items] | |||
Advertising costs | $ 3.8 | $ 3.3 | $ 2.2 |
SIGNIFICANT ACCOUNTING POLICI61
SIGNIFICANT ACCOUNTING POLICIES - Software Development Costs (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2017 | |
Maximum | Computer Software | |
Finite-Lived Intangible Assets [Line Items] | |
Maximum estimated useful life of computer software | 5 years |
SIGNIFICANT ACCOUNTING POLICI62
SIGNIFICANT ACCOUNTING POLICIES -Recently Adopted Accounting Standards (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Accounting Policies [Abstract] | |
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | $ 9.1 |
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount, net of tax effect | $ 3.6 |
BUSINESS ACQUISITIONS - Acquisi
BUSINESS ACQUISITIONS - Acquisition of Innovatix and Essensa (Narrative) (Details) - USD ($) | Jun. 24, 2017 | Jan. 10, 2017 | Dec. 02, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 01, 2016 |
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 15,790,000 | $ 15,804,000 | $ 9,037,000 | ||||
Goodwill | 906,545,000 | 537,962,000 | |||||
Receivable from GNYHA Holdings, LLC | $ 3,000,000 | ||||||
Investments in unconsolidated affiliates | 92,879,000 | 16,800,000 | |||||
Remeasurement gain | 205,146,000 | $ 0 | $ 0 | ||||
Innovatix | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | |||||
Business acquisition, percentage of voting interests acquired | 50.00% | ||||||
50% ownership interest in Innovatix | $ 218,400,000 | ||||||
Remeasurement gain | $ 205,100,000 | ||||||
Essensa Ventures, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||
Innovatix LLC And Essensa Ventures, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 325,000,000 | $ 325,000,000 | |||||
Cash payment for acquisition | $ 97,500,000 | 227,500,000 | |||||
Payments to acquire businesses, adjusted purchase price | 335,984,000 | ||||||
Acquisition related expenses | 6,500,000 | ||||||
Goodwill | 334,677,000 | ||||||
Maximum earnout | 43,000,000 | ||||||
Earn-out liability | 16,662,000 | $ 21,100,000 | |||||
Receivable from GNYHA Holdings, LLC | 3,000,000 | ||||||
50% ownership interest in Innovatix | $ 218,356,000 | ||||||
Innovatix | |||||||
Business Acquisition [Line Items] | |||||||
Investments in unconsolidated affiliates | $ 13,300,000 |
BUSINESS ACQUISITIONS - Acqui64
BUSINESS ACQUISITIONS - Acquisition of Innovatix and Essensa (Details) - USD ($) | Jun. 24, 2017 | Jan. 10, 2017 | Dec. 02, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||||
Receivable from GNYHA Holdings, LLC | $ 3,000,000 | |||||
Revenue share obligations | $ 72,078,000 | $ 63,603,000 | ||||
Goodwill | 906,545,000 | 537,962,000 | ||||
Innovatix LLC And Essensa Ventures, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 97,500,000 | 227,500,000 | ||||
Purchase price | $ 325,000,000 | 325,000,000 | ||||
Consideration for Innovatix and Essensa cash at closing | 10,984,000 | |||||
Adjusted purchase price | 335,984,000 | |||||
Earn-out liability | 16,662,000 | 21,100,000 | ||||
Receivable from GNYHA Holdings, LLC | 3,000,000 | |||||
Total consideration paid | 349,646,000 | |||||
Less: cash acquired | (16,267,000) | |||||
Total purchase price, net of cash acquired | 333,379,000 | $ 319,717,000 | $ 0 | $ 0 | ||
50% ownership interest in Innovatix | 218,356,000 | |||||
Payable to Innovatix and Essensa | (5,765,000) | |||||
Enterprise value | 545,970,000 | |||||
Accounts receivable | 21,242,000 | |||||
Prepaid expenses and other current assets | 686,000 | |||||
Fixed assets | 3,476,000 | |||||
Intangible assets | 241,494,000 | |||||
Total assets acquired | 266,898,000 | |||||
Accrued expenses | 5,264,000 | |||||
Revenue share obligations | 7,011,000 | |||||
Other current liabilities | 694,000 | |||||
Total liabilities assumed | 12,969,000 | |||||
Deferred tax liability | 42,636,000 | |||||
Goodwill | $ 334,677,000 |
BUSINESS ACQUISITIONS - Acqui65
BUSINESS ACQUISITIONS - Acquisition of Acro Pharmaceutica (Details) - USD ($) $ in Thousands | Aug. 23, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 906,545 | $ 537,962 | |
Acro Pharmaceutical Services LLC And Community Pharmacy Services, LLC | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Cash payment for acquisition | $ 75,000 | ||
Payments to acquire businesses, adjusted purchase price | 62,900 | ||
Goodwill | $ 33,900 |
BUSINESS ACQUISITIONS - Acqui66
BUSINESS ACQUISITIONS - Acquisition of InFlow (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Earn-out liability, less current portion | $ 185,000 | $ 3,659,000 | |
Goodwill | 906,545,000 | 537,962,000 | |
InFlowHealth, LLC | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 6,100,000 | ||
Earn-out liability, less current portion | $ 200,000 | $ 4,100,000 | |
Goodwill | 5,900,000 | ||
InFlowHealth, LLC | Restricted Stock | |||
Business Acquisition [Line Items] | |||
Aggregate equity grant value of restricted stock units | $ 2,100,000 | ||
Award vesting period | 3 years | ||
InFlowHealth, LLC | Earn-out liabilities | |||
Business Acquisition [Line Items] | |||
Maximum earn-out opportunity | $ 26,900,000 |
BUSINESS ACQUISITIONS - Acqui67
BUSINESS ACQUISITIONS - Acquisition of CECity (Narrative) (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Acquisition related expenses | $ 15,790 | $ 15,804 | $ 9,037 | |
Goodwill | 906,545 | 537,962 | ||
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 | $ 0 | 398,261 | $ 0 |
Cash payment for acquisition | 250,000 | |||
Goodwill | 273,958 | |||
CECity.com, Inc. | Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Acquisition related expenses | $ 4,000 | |||
CECity.com, Inc. | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Borrowings under credit facility used to fund acquisition | $ 150,000 |
BUSINESS ACQUISITIONS - CECITY.
BUSINESS ACQUISITIONS - CECITY.com, Inc. Schedule of Net Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Acquisition Date Fair Value | ||||
Goodwill | $ 906,545 | $ 537,962 | ||
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 | $ 0 | $ 398,261 | $ 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 - Acqui69
BUSINESS ACQUISITIONS - Acquisition of HCI (Narrative) (Details) - Healthcare Insights, LLC - USD ($) | Jul. 31, 2015 | Jun. 30, 2017 |
Business Acquisition [Line Items] | ||
Cash payment for acquisition | $ 64,300,000 | |
Goodwill recognized | 42,400,000 | |
Earn-out liabilities | ||
Business Acquisition [Line Items] | ||
Maximum earn-out opportunity | $ 4,000,000 | $ 0 |
BUSINESS ACQUISITIONS - Acqui70
BUSINESS ACQUISITIONS - Acquisition of Non-Controlling Interest in S2S Global (Narrative) (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Payments on S2S Global revolving line of credit | $ 0 | $ 0 | $ 14,715 | |
S2S Global | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling interest, decrease from redemptions or purchase of Interests, percent | 40.00% | |||
Purchase price | $ 14,500 | |||
Payments on S2S Global revolving line of credit | $ 14,200 |
BUSINESS ACQUISITIONS - Acqui71
BUSINESS ACQUISITIONS - Acquisition of TheraDoc, Inc. (Narrative) (Details) - TheraDoc, Inc. $ in Millions | Sep. 01, 2014USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Payments to acquire businesses, initial and deferred | $ 108.6 |
BUSINESS ACQUISITIONS - Acqui72
BUSINESS ACQUISITIONS - Acquisition of Aperek, Inc. (Narrative) (Details) - Aperek, Inc. $ in Millions | Aug. 29, 2014USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Purchase price | $ 47.4 |
INVESTMENTS Schedule Of Investm
INVESTMENTS Schedule Of Investments In Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | $ 92,879 | $ 16,800 | |
Equity in Net Income (Loss) | 14,745 | 21,647 | $ 21,285 |
FFF Enterprises, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 85,520 | 0 | |
Equity in Net Income (Loss) | 4,400 | 0 | 0 |
BloodSolutions, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 2,066 | 2,185 | |
Equity in Net Income (Loss) | (119) | (65) | 0 |
PharmaPoint, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 4,232 | 4,572 | |
Equity in Net Income (Loss) | (340) | (379) | 0 |
Innovatix | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 0 | 9,043 | |
Equity in Net Income (Loss) | 10,743 | 21,797 | 21,285 |
Other investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 1,061 | 1,000 | |
Equity in Net Income (Loss) | $ 61 | $ 294 | $ 0 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 02, 2016 | Jul. 26, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 01, 2016 |
Schedule of Equity Method Investments [Line Items] | ||||||
Remeasurement gain attributable to acquisition of Innovatix | $ 205,146 | $ 0 | $ 0 | |||
Marketable securities | $ 0 | $ 17,759 | ||||
Innovatix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | ||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Remeasurement gain attributable to acquisition of Innovatix | $ 205,100 | |||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | |||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
FFF Enterprises, Inc. | Premier Supply Chain Improvement, Inc | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 49.00% | |||||
Cash payment for acquisition | $ 65,700 | |||||
Purchase price | 81,100 | |||||
Aggregate equity grant value of restricted stock units | $ 15,400 | |||||
BloodSolutions, LLC | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 15.00% | 15.00% | ||||
Common limited partners units acquired (in shares) | 5.3 | 5.3 | ||||
PharmaPoint, LLC | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 28.00% | 28.00% | ||||
Common limited partners units acquired (in shares) | 5 | 5 | ||||
Minimum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Marketable securities, maturity period | 3 months | |||||
Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Marketable securities, maturity period | 5 years |
INVESTMENTS Schedule Of Marketa
INVESTMENTS Schedule Of Marketable Securities Classified As Available For Sale (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Amortized Cost | $ 48,022 |
Gross Unrealized Gains | 3 |
Gross Unrealized Losses | (136) |
Fair Market Value | 47,889 |
Corporate debt securities | |
Schedule of Equity Method Investments [Line Items] | |
Amortized Cost | 33,267 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (135) |
Fair Market Value | 33,132 |
Asset-backed securities | |
Schedule of Equity Method Investments [Line Items] | |
Amortized Cost | 14,755 |
Gross Unrealized Gains | 3 |
Gross Unrealized Losses | (1) |
Fair Market Value | $ 14,757 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 47,889 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 33,132 | |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 14,757 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 22,218 | 83,846 |
Deferred compensation plan assets | 47,202 | 41,917 |
Total assets | 74,075 | 173,652 |
Financial and nonfinancial liabilities, fair value disclosure | 45,360 | 4,128 |
Recurring | FFF Enterprises, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 4,655 | |
FFF put right | 24,050 | |
Recurring | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | 21,310 | 4,128 |
Recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 33,132 | |
Recurring | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 14,757 | |
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 | 22,218 | 83,846 |
Deferred compensation plan assets | 47,202 | 41,917 |
Total assets | 69,420 | 125,763 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | FFF Enterprises, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 0 | |
FFF put right | 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] | ||
Earn-out liabilities | 0 | 0 |
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] | ||
Available-for-sale securities | 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] | ||
Available-for-sale securities | 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 | 0 | 47,889 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | FFF Enterprises, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 0 | |
FFF put right | 0 | |
Recurring | Significant Other Observable Inputs (Level 2) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 33,132 | |
Recurring | Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 14,757 | |
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 | 4,655 | 0 |
Financial and nonfinancial liabilities, fair value disclosure | 45,360 | 4,128 |
Recurring | Significant Unobservable Inputs (Level 3) | FFF Enterprises, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 4,655 | |
FFF put right | 24,050 | |
Recurring | Significant Unobservable Inputs (Level 3) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | $ 21,310 | 4,128 |
Recurring | Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 0 | |
Recurring | Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 02, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 01, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Deferred compensation plan assets | $ 41,518 | $ 39,965 | |||
Remeasurement gain attributable to acquisition of Innovatix | 205,146 | 0 | $ 0 | ||
Prepaid Expenses and Other Current Assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Deferred compensation plan assets | 5,700 | 2,000 | |||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes payable, difference between fair value and carrying value | $ 600 | $ 700 | |||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | Notes payable | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value inputs, assumed market interest rate | 2.60% | 2.10% | |||
Earn-out liabilities | Other Current Liabilities | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out liabilities | $ 21,100 | $ 500 | |||
Earn-out liabilities | Other Noncurrent Liabilities | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out liabilities | $ 200 | $ 3,700 | |||
FFF Call Right | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of warrant or right, period from which warrants or rights exercisable | 180 days | ||||
Innovatix | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Remeasurement gain attributable to acquisition of Innovatix | $ 205,100 | ||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% |
FAIR VALUE MEASUREMENTS Reconci
FAIR VALUE MEASUREMENTS Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset value | $ 4,655 | $ 0 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, purchases | 10,361 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, gain (loss) included in earnings | (5,706) | ||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 45,360 | 4,128 | $ 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 42,483 | 4,109 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | 1,251 | (19) | |
FFF call right asset | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset value | 4,655 | 0 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, purchases | 10,361 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, gain (loss) included in earnings | (5,706) | ||
Earn-out liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 21,310 | 4,128 | $ 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 16,662 | 4,109 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | (520) | (19) | |
FFF put right liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 24,050 | $ 0 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 25,821 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | $ 1,771 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 161,557 | $ 146,405 |
Allowance for doubtful accounts | (1,812) | (1,981) |
Accounts receivable, net | 159,745 | 144,424 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 130,126 | 112,443 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 48 | 234 |
Premier Pharmacy Benefit Management, LLC | Managed services receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 31,383 | $ 33,728 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 423,825 | $ 439,831 | |
Accumulated depreciation and amortization | (236,460) | (265,751) | |
Property and equipment, net | 187,365 | 174,080 | |
Depreciation and amortization expense related to property and equipment | 58,900 | 51,100 | $ 45,200 |
Unamortized capitalized software costs | 161,400 | 146,000 | |
Loss on disposal of long-lived assets | 2,422 | 0 | 15,243 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 340,271 | 361,864 | |
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 | $ 57,320 | 53,547 | |
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 | $ 8,218 | 8,102 | |
Useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 18,016 | $ 16,318 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 477,160 | $ 209,087 |
Accumulated amortization | (99,198) | (50,870) |
Total intangible assets, net | $ 377,962 | 158,217 |
Member relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 14 years 8 months | |
Total intangible assets | $ 220,100 | 0 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Total intangible assets | $ 143,727 | 143,727 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years 4 months | |
Total intangible assets | $ 48,120 | 48,120 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years 4 months | |
Total intangible assets | $ 22,710 | 13,160 |
Distribution network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Total intangible assets | $ 22,400 | 0 |
Favorable lease commitments | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years 1 month | |
Total intangible assets | $ 11,393 | 0 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years 11 months | |
Total intangible assets | $ 8,710 | $ 4,080 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 48,327 | $ 33,054 | $ 9,136 |
Fully amortized intangible assets | $ 11,600 | ||
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 3,400 |
INTANGIBLE ASSETS, NET - Sche83
INTANGIBLE ASSETS, NET - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
2,018 | $ 55,493 | ||
2,019 | 53,938 | ||
2,020 | 49,073 | ||
2,021 | 27,949 | ||
2,022 | 24,960 | ||
Thereafter | 163,149 | ||
Total amortization expense | 374,562 | ||
Amortization of purchased intangible assets | 48,327 | $ 33,054 | $ 9,136 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangible assets | $ 3,400 |
INTANGIBLE ASSETS, NET - Sche84
INTANGIBLE ASSETS, NET - Schedule of Net Carrying Value of Intangible Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 377,962 | $ 158,217 |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | 255,601 | 0 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 122,361 | $ 158,217 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill | |
Beginning of the period | $ 537,962 |
End of the period | 906,545 |
Acro Pharmaceutical Services | |
Goodwill | |
Acquisition | 33,906 |
Innovatix LLC And Essensa Ventures, LLC | |
Goodwill | |
Acquisition | 334,677 |
Operating Segments | Supply Chain Services | |
Goodwill | |
Beginning of the period | 31,765 |
End of the period | 402,777 |
Operating Segments | Supply Chain Services | Acro Pharmaceutical Services | |
Goodwill | |
Acquisition | 39,850 |
Operating Segments | Supply Chain Services | Innovatix LLC And Essensa Ventures, LLC | |
Goodwill | |
Acquisition | 331,162 |
Operating Segments | Performance Services | |
Goodwill | |
Beginning of the period | 506,197 |
End of the period | 506,197 |
Operating Segments | Performance Services | Acro Pharmaceutical Services | |
Goodwill | |
Acquisition | 0 |
Operating Segments | Performance Services | Innovatix LLC And Essensa Ventures, LLC | |
Goodwill | |
Acquisition | 0 |
Acquisition adjustments | |
Goodwill | |
Beginning of the period | 0 |
End of the period | (2,429) |
Acquisition adjustments | Acro Pharmaceutical Services | |
Goodwill | |
Acquisition | (5,944) |
Acquisition adjustments | Innovatix LLC And Essensa Ventures, LLC | |
Goodwill | |
Acquisition | $ 3,515 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred loan costs, net | $ 1,051 | $ 1,595 | |
FFF call right | 4,655 | 0 | |
Other | 4,565 | 10,895 | |
Total other long-term assets | 10,271 | 12,490 | |
Amortization expense on deferred loan costs | $ 500 | 500 | $ 300 |
Net prepayment to distributor | $ 10,000 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 04, 2015 |
Debt Instrument [Line Items] | |||
Total | $ 234,272,000 | $ 19,342,000 | |
Less: current portion | (227,993,000) | (5,484,000) | |
Total long-term debt | 6,279,000 | 13,858,000 | |
Notes payable | |||
Debt Instrument [Line Items] | |||
Total | 14,272,000 | 19,342,000 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment Amount | $ 750,000,000 | ||
Total | $ 220,000,000 | $ 0 |
DEBT - Credit Facility (Narrati
DEBT - Credit Facility (Narrative) (Details) | Dec. 02, 2016USD ($) | Oct. 31, 2016USD ($) | Jun. 04, 2015USD ($)quarter | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Covenant Compliance, Number of Quarters | quarter | 4 | |||||
Amount of credit facility utilized to fund acquisition | $ 0 | $ 0 | $ 1,007,000 | |||
Payments on S2S Global revolving line of credit | 0 | $ 0 | $ 14,715,000 | |||
Interest expense incurred | 5,200,000 | |||||
Cash paid for interest expense | $ 4,500,000 | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 750,000,000 | |||||
Additional borrowing capacity | $ 250,000,000 | |||||
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 | |||||
Amount of credit facility utilized to fund acquisition | $ 50,000,000 | $ 425,000,000 | ||||
Payments on S2S Global revolving line of credit | $ 205,000,000 | |||||
Revolving Credit Facility | Innovatix LLC And Essensa Ventures, LLC | ||||||
Line of Credit Facility [Line Items] | ||||||
Amount of credit facility utilized to fund acquisition | $ 325,000,000 | |||||
Revolving Credit Facility | Base Rate Loans | Federal Funds Effective Swap 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 | Three-Month Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 4.375% | |||||
Revolving Credit Facility | Eurodollar Rate Loans | Three-Month Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2.424% | |||||
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] | ||||||
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 |
DEBT - Notes Payable (Narrative
DEBT - Notes Payable (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 14.3 | $ 19.3 |
Notes payable, current | 8 | 5.5 |
Notes payable, noncurrent | $ 6.3 | $ 13.9 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years |
DEBT - Principal Payments of No
DEBT - Principal Payments of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 234,272 | $ 19,342 |
Notes payable | ||
Debt Instrument [Line Items] | ||
2,018 | 7,993 | |
2,019 | 260 | |
2,020 | 2,420 | |
2,021 | 3,183 | |
2,022 | 416 | |
Thereafter | 0 | |
Total | $ 14,272 | $ 19,342 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 14,045 | $ 16,049 |
Reserve for uncertain tax positions | 3,819 | 3,815 |
Earn-out liability, less current portion | 185 | 3,659 |
Accrued compensation | 0 | 455 |
FFF put right | 24,050 | 0 |
Total other long-term liabilities | $ 42,099 | $ 23,978 |
REDEEMABLE LIMITED PARTNERS' 92
REDEEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) $ in Millions | 12 Months Ended | ||
Jun. 30, 2017USD ($)notes_receivable | Jun. 30, 2016USD ($)notes_receivablelimited_partner | Jun. 30, 2015USD ($)notes_receivable | |
Temporary Equity [Line Items] | |||
Limited partnership, limited partners ownership percentage | 63.00% | 68.00% | |
Limited Partner | |||
Temporary Equity [Line Items] | |||
Number of interest bearing notes receivable | notes_receivable | 0 | 0 | 0 |
Number of partners withdrawing from partnership | limited_partner | 2 | ||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||
Common Class B Unit | |||
Temporary Equity [Line Items] | |||
Exchange agreement conversion ratio | 0.1429 | ||
Reduction in redeemable limited partners' capital to reduce outstanding receivable | $ 280.7 | ||
Redeemable Limited Partners' Capital | Limited Partner | |||
Temporary Equity [Line Items] | |||
Noncontrolling interest, change in redemption value | $ (37.2) | $ 776.8 | $ (904) |
REDEEMABLE LIMITED PARTNERS' 93
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | May 29, 2017 | Feb. 28, 2017 | Nov. 23, 2016 | Aug. 25, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | $ 3,137,230 | ||||||
Exchange of Class B common units for Class A common stock by member owners | (157,371) | $ (267,681) | $ (175,115) | ||||
Adjustment to redemption amount | 776,750 | ||||||
Ending balance | 3,138,583 | 3,137,230 | |||||
Limited Partner | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | 3,137,230 | 4,079,832 | 3,244,674 | ||||
Distributions applied to receivables from limited partners | 2,049 | 5,407 | 6,506 | ||||
Redemption of limited partners | (416) | (4,281) | (2,046) | ||||
Net income attributable to non-controlling interest in Premier LP | 336,052 | 193,547 | 194,206 | ||||
Distributions to limited partners | $ (23,071) | $ (22,733) | $ (22,137) | $ (22,493) | (92,892) | (92,767) | (92,273) |
Net unrealized gain (loss) on marketable securities | 85 | (77) | (155) | ||||
Exchange of Class B common units for Class A common stock by member owners | (157,371) | (267,681) | (175,115) | ||||
Exchange of Class B common units for cash by member owners | (123,330) | ||||||
Adjustment to redemption amount | 37,176 | (776,750) | 904,035 | ||||
Ending balance | 3,138,583 | 3,137,230 | 4,079,832 | ||||
Limited Partner | Receivables From Limited Partners | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | (6,226) | (11,633) | (18,139) | ||||
Distributions applied to receivables from limited partners | 2,049 | 5,407 | 6,506 | ||||
Ending balance | (4,177) | (6,226) | (11,633) | ||||
Limited Partner | Redeemable Limited Partners' Capital | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | 3,143,541 | 4,091,473 | 3,262,666 | ||||
Redemption of limited partners | (416) | (4,281) | (2,046) | ||||
Net income attributable to non-controlling interest in Premier LP | 336,052 | 193,547 | 194,206 | ||||
Distributions to limited partners | (92,892) | (92,767) | (92,273) | ||||
Exchange of Class B common units for Class A common stock by member owners | (157,371) | (267,681) | (175,115) | ||||
Exchange of Class B common units for cash by member owners | (123,330) | ||||||
Adjustment to redemption amount | 37,176 | (776,750) | 904,035 | ||||
Ending balance | 3,142,760 | 3,143,541 | 4,091,473 | ||||
Limited Partner | Accumulated Other Comprehensive Income (Loss) | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | (85) | (8) | 147 | ||||
Net unrealized gain (loss) on marketable securities | 85 | (77) | (155) | ||||
Ending balance | $ 0 | $ (85) | $ (8) |
REDEEMABLE LIMITED PARTNERS' 94
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of actual quarterly distributions made to limited partners (Details) - Limited Partner - USD ($) $ in Thousands | Aug. 28, 2017 | May 29, 2017 | Feb. 28, 2017 | Nov. 23, 2016 | Aug. 25, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Temporary Equity [Line Items] | ||||||||
Distributions to limited partners | $ 23,071 | $ 22,733 | $ 22,137 | $ 22,493 | $ 92,892 | $ 92,767 | $ 92,273 | |
Scenario, Forecast | ||||||||
Temporary Equity [Line Items] | ||||||||
Distributions to limited partners | $ 25,000 |
REDEEMABLE LIMITED PARTNERS' 95
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of Exchange Agreement (Details) - Class B Common Stock - USD ($) $ in Thousands | May 01, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Aug. 01, 2016 | May 02, 2016 | Feb. 01, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Jun. 30, 2017 |
Temporary Equity [Line Items] | |||||||||
Number of Class B Common Units Exchanged | 993,194 | 1,296,682 | 5,047,528 | 1,323,654 | 993,194 | 1,296,682 | 5,047,528 | 1,323,654 | 8,661,058 |
Reduction in Redeemable Limited Partners' Capital | $ 33,590 | $ 39,899 | $ 164,141 | $ 43,071 | $ 280,701 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 12 Months Ended | |
Jun. 30, 2017$ / sharesshares | Jun. 30, 2016$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 51,943,281 | 45,995,528 |
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 | 87,298,888 | 96,132,723 |
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, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Class of Stock [Line Items] | |||||||||||
Net income (loss) attributable to stockholders | $ (313,727) | $ (80,601) | $ 400,275 | $ 70,302 | $ 101,645 | $ 299,948 | $ (54,383) | $ 471,154 | $ 76,249 | $ 818,364 | $ (865,292) |
Numerator for basic earnings (loss) per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (776,750) | ||||||||||
Net income attributable to non-controlling interest in Premier LP | $ (53,845) | $ (51,433) | $ (181,173) | $ (49,601) | $ (39,812) | $ (56,018) | $ (49,817) | $ (47,900) | (336,052) | (193,547) | (194,206) |
Net income (loss) | 76,249 | 235,161 | (865,292) | ||||||||
Tax effect on Premier Inc. net income | 0 | (41,497) | 0 | ||||||||
Adjusted net income (loss) | $ 76,249 | $ 193,664 | $ (865,292) | ||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Denominator for basic earnings (loss) weighted average shares | 51,470 | 50,525 | 49,445 | 47,214 | 45,506 | 44,716 | 41,575 | 37,735 | 49,654 | 42,368 | 35,681 |
Weighted average shares and assumed conversions | 51,470 | 50,525 | 141,308 | 142,962 | 144,621 | 145,018 | 41,575 | 145,560 | 50,374 | 145,308 | 35,681 |
Basic earnings (loss) per share (in dollars per share) | $ (6.10) | $ (1.60) | $ 8.10 | $ 1.49 | $ 2.23 | $ 6.71 | $ (1.31) | $ 12.49 | $ 1.54 | $ 19.32 | $ (24.25) |
Diluted earnings (loss) per share (in dollars per share) | $ (6.10) | $ (1.60) | $ 1.50 | $ 0.26 | $ 0.30 | $ 0.43 | $ (1.31) | $ 0.24 | $ 1.51 | $ 1.33 | $ (24.25) |
Limited Partner | |||||||||||
Numerator for basic earnings (loss) per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ (37,176) | $ 776,750 | $ (904,035) | ||||||||
Redeemable Limited Partners' Capital | Limited Partner | |||||||||||
Numerator for basic earnings (loss) per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ (37,176) | $ 776,750 | $ (904,035) | ||||||||
Redeemable Limited Partners' Capital | Limited Partner | Class B Common Units to Class A Common Shares | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 90,800 | 106,400 | |||||||||
Class B Common Stock | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 0 | 100,574 | 0 | ||||||||
Stock options | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 286 | 348 | 0 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 1,300 | 1,000 | |||||||||
Restricted stock | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 215 | 589 | 0 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 1,300 | ||||||||||
Performance share awards | |||||||||||
Denominator for diluted earnings (loss) per share: | |||||||||||
Effect of dilutive securities (in shares) | 219 | 1,429 | 0 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Exchange Agreement (Details) - shares | Jul. 31, 2017 | May 01, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Aug. 01, 2016 | May 02, 2016 | Feb. 01, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 |
Class B Common Stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 993,194 | 1,296,682 | 5,047,528 | 1,323,654 | 993,194 | 1,296,682 | 5,047,528 | 1,323,654 | 8,661,058 | ||
Number Outstanding After Exchange (in shares) | 87,298,888 | 88,464,859 | 89,761,541 | 94,809,069 | 87,298,888 | 96,132,723 | |||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 63.00% | 64.00% | 64.00% | 67.00% | |||||||
Class B Common Stock | Subsequent Event | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 1,231,410 | ||||||||||
Number Outstanding After Exchange (in shares) | 86,067,478 | ||||||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 62.00% | ||||||||||
Class A Common Stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 4,900,000 | ||||||||||
Number Outstanding After Exchange (in shares) | 51,734,785 | 50,701,862 | 50,085,904 | 47,365,528 | 51,943,281 | 45,995,528 | |||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 37.00% | 36.00% | 36.00% | 33.00% | |||||||
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) | 53,212,057 | ||||||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 38.00% | ||||||||||
Exchanged For Cash | Common Class B Unit | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 800,000 | 3,000,000 | |||||||||
Exchanged For Class A Common Stock | Common Class B Unit | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 500,000 | 2,000,000 | |||||||||
Exchanged For Class A Common Stock | Class B Common Stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 4,900,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 26.5 | $ 48.7 | $ 28.5 | |
Deferred taxes | $ 10.1 | $ 18.5 | $ 10.8 | |
Estimated effective income tax rate | 38.00% | |||
Restricted Stock | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Performance Share Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Share based payment award, term | 10 years | |||
Stock options, expiration period | 12 months | |||
2013 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number common stock awards authorized (in shares) | 11.3 | 11.3 | ||
Shares available for grant (in shares) | 4.6 | 4.6 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - 2013 Equity Incentive Plan - Restricted Stock | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 403,117 |
Granted (in shares) | shares | 267,127 |
Vested (in shares) | shares | (50,114) |
Forfeited (in shares) | shares | (43,142) |
Ending balance (in shares) | shares | 576,988 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 33.86 |
Granted (in dollars per share) | $ / shares | 31.58 |
Vested (in dollars per share) | $ / shares | 32.66 |
Forfeited (in dollars per share) | $ / shares | 33.72 |
Ending balance (in dollars per share) | $ / shares | $ 32.92 |
STOCK-BASED COMPENSATION - S101
STOCK-BASED COMPENSATION - Schedule of Performance Share Awards (Details) - 2013 Equity Incentive Plan - Performance Share Awards | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,443,708 |
Granted (in shares) | shares | 905,460 |
Vested (in shares) | shares | (1,181,820) |
Forfeited (in shares) | shares | (81,476) |
Ending balance (in shares) | shares | 1,085,872 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 30.02 |
Granted (in dollars per share) | $ / shares | 29.73 |
Vested (in dollars per share) | $ / shares | 27 |
Forfeited (in dollars per share) | $ / shares | 33.82 |
Ending balance (in dollars per share) | $ / shares | $ 32.79 |
STOCK-BASED COMPENSATION - S102
STOCK-BASED COMPENSATION - Schedule of Stock Options Awards (Details) - 2013 Equity Incentive Plan | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Options | |
Beginning balance (in shares) | shares | 3,314,661 |
Granted (in shares) | shares | 527,294 |
Exercised (in shares) | shares | (332,383) |
Forfeited (in shares) | shares | (137,073) |
Ending balance (in shares) | shares | 3,372,499 |
Outstanding and exercisable at end of period (in shares) | shares | 2,224,038 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 30.04 |
Granted (in dollars per share) | $ / shares | 31.60 |
Exercised (in dollars per share) | $ / shares | 28.04 |
Forfeited (in dollars per share) | $ / shares | 34.25 |
Ending balance (in dollars per share) | $ / shares | 30.31 |
Outstanding and exercisable at end of period (in dollars per share) | $ / shares | $ 28.82 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Stock-based Compensation (Details) - 2013 Equity Incentive Plan $ in Thousands | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 32,862 |
Weighted Average Amortization Period | 1 year 8 months 16 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 8,900 |
Weighted Average Amortization Period | 1 year 7 months 28 days |
Performance Share Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 16,010 |
Weighted Average Amortization Period | 1 year 9 months 4 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 7,952 |
Weighted Average Amortization Period | 1 year 8 months 1 day |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate Intrinsic Value (Details) - 2013 Equity Incentive Plan $ in Thousands | Jun. 30, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and exercisable | $ 16,000 |
Expected to vest | 3,236 |
Total outstanding | 19,236 |
Exercised during the year ended June 30, 2017 | $ 1,902 |
STOCK-BASED COMPENSATION - S105
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, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
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 dividend rate used for stock options granted | 0.00% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 32.00% | 32.70% | 34.80% |
Risk-free interest rate | 1.31% | 1.15% | 1.66% |
Weighted average option grant date fair value (in dollars per share) | $ 10.48 | $ 11.11 | $ 12.82 |
Risk-free rate interpolated | 5 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 33.00% | 33.50% | 39.50% |
Risk-free interest rate | 2.13% | 1.82% | 1.89% |
Weighted average option grant date fair value (in dollars per share) | $ 12 | $ 12.40 | $ 14.15 |
Risk-free rate interpolated | 7 years |
PENSIONS AND OTHER POST-RETI106
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
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 | $ 9.2 | $ 8.5 | $ 6.6 |
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 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Current: | |||
Federal | $ 16,638 | $ 19,765 | $ 15,240 |
State | 4,614 | 4,242 | 2,808 |
Total current expense | 21,252 | 24,007 | 18,048 |
Deferred: | |||
Federal | 49,392 | 15,703 | 15,770 |
State | 11,170 | 10,011 | 2,524 |
Total deferred expense | 60,562 | 25,714 | 18,294 |
Provision for income taxes | $ 81,814 | $ 49,721 | $ 36,342 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Computed tax expense | $ 185,952 | $ 99,709 | $ 94,895 |
Partnership income (federal) not subject to tax to the Company | (85,142) | (85,063) | (82,751) |
State taxes (net of federal benefit) | 9,823 | 664 | 1,961 |
Remeasurement gain and other permanent items | (78,998) | 1,051 | 1,840 |
Research and development credits | (2,239) | (1,562) | (2,160) |
Expense (benefit) on subsidiaries treated separately for income tax purposes | 18,660 | (7,497) | (6,323) |
Change in valuation allowance | 26,829 | 36,279 | 28,210 |
Deferred tax revaluation | 9,950 | 8,080 | 0 |
Other | (3,021) | (1,940) | 670 |
Provision for income taxes | $ 81,814 | $ 49,721 | $ 36,342 |
Effective income tax rate | 15.40% | 17.50% | 13.40% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 02, 2016 | Dec. 01, 2016 | |
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ 81,814 | $ 49,721 | $ 36,342 | ||
Net deferred tax asset | 434,256 | 422,849 | |||
Valuation allowance | 91,800 | 65,000 | |||
Increase in valuation allowance | 26,800 | ||||
Deferred income tax assets, net | 482,484 | 422,849 | |||
Deferred income tax liabilities, net | 48,200 | ||||
Decrease in deferred tax assets | 11,500 | ||||
Deferred tax asset on one-time remeasurement gain | 114,700 | ||||
Deferred income tax expense | 60,562 | 25,714 | 18,294 | ||
Unrecognized tax benefits | 4,100 | 3,400 | $ 3,200 | ||
Accrued interest and penalties | 300 | 400 | |||
Income statement impact of changes to uncertain income tax positions, which is reasonably possible | 200 | ||||
Cash paid for income taxes | 26,100 | $ 24,900 | |||
Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 101,900 | ||||
Net deferred tax asset | 35,700 | ||||
State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 113,600 | ||||
Net deferred tax asset | 4,600 | ||||
Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 8,700 | ||||
Innovatix | |||||
Income Tax Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | ||||
Innovatix | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | (78,100) | ||||
Deferred tax liability | 42,600 | $ 42,600 | |||
Deferred income tax expense | 60,600 | ||||
Innovatix | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ 26,100 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred tax asset | ||
Partnership basis differences in Premier LP | $ 473,193 | $ 413,408 |
Stock compensation | 23,037 | 36,884 |
Accrued expenses | 44,096 | 33,438 |
Net operating losses and credits | 47,629 | 24,753 |
Other | 11,856 | 5,073 |
Total deferred tax assets | 599,811 | 513,556 |
Valuation allowance for deferred tax assets | (91,787) | (64,958) |
Net deferred tax assets | 508,024 | 448,598 |
Deferred tax liability | ||
Purchased intangible assets and depreciation | (71,994) | (25,749) |
Other liabilities | (1,774) | 0 |
Total net deferred tax asset | $ 434,256 | $ 422,849 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Beginning of year balance | $ 4,381 | $ 3,436 | $ 1,438 |
Increases in prior period tax positions | 101 | 318 | 1,185 |
Decreases in prior period tax positions | (870) | (201) | 0 |
Decreases due to lapse in statute of limitations | (22) | (721) | (225) |
Increases in current period tax positions | 1,453 | 1,549 | 1,038 |
End of year balance | $ 5,043 | $ 4,381 | $ 3,436 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 02, 2016 | Dec. 01, 2016 | Jul. 26, 2016 | |
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
Revenue share obligations | $ 72,078,000 | $ 63,603,000 | ||||
Limited partners' distribution payable | 24,951,000 | 22,493,000 | ||||
Due from related parties | 6,742,000 | 3,123,000 | ||||
Equity in net income of unconsolidated affiliates | 14,745,000 | 21,647,000 | $ 21,285,000 | |||
Business acquisition, transition expenses | 15,790,000 | 15,804,000 | 9,037,000 | |||
Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 10,743,000 | 21,797,000 | 21,285,000 | |||
Equity method investment, ownership percentage | 50.00% | |||||
FFF Enterprises, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 4,400,000 | 0 | 0 | |||
Administrative Fee Revenue | FFF Enterprises, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 4,800,000 | |||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 10,700,000 | 21,800,000 | 21,300,000 | |||
Premier Supply Chain Improvement, Inc | FFF Enterprises, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 4,400,000 | |||||
Equity method investment, ownership percentage | 49.00% | |||||
Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | ||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Innovatix | Premier Supply Chain Improvement, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | |||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Essensa Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Innovatix LLC And Essensa Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | $ 7,011,000 | |||||
Business acquisition, transition expenses | 6,500,000 | |||||
GYNHA | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | 7,800,000 | 7,600,000 | ||||
Limited partners' distribution payable | $ 2,700,000 | 2,900,000 | ||||
GYNHA | Premier LP | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 9.00% | |||||
GYNHA | Premier LP | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 69,900,000 | 66,800,000 | 60,900,000 | |||
Due from related parties | 5,400,000 | 2,600,000 | ||||
GYNHA | Premier LP | Services and Support Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 14,200,000 | 13,200,000 | 12,800,000 | |||
GYNHA | Premier LP | Product Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 17,200,000 | 19,000,000 | 19,900,000 | |||
GYNHA | Innovatix LLC And Essensa Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Lease expense | 900,000 | |||||
GYNHA | Innovatix LLC And Essensa Ventures, LLC | Transaction Services Associated With Acquisitions | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | $ 500,000 | |||||
Member Owners | Premier LP | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
Innovatix | Premier Supply Chain Improvement, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 19,900,000 | 44,300,000 | 38,700,000 | |||
Innovatix | Premier Supply Chain Improvement, Inc | Accounts Payable and Accrued Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | 4,200,000 | |||||
Essensa Ventures, LLC | Premier LP | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 1,200,000 | 2,800,000 | 2,400,000 | |||
Essensa Ventures, LLC | Premier Supply Chain Improvement, Inc | Accounts Payable and Accrued Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | 200,000 | |||||
AEIX | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum annual management fee revenue | 500,000 | |||||
AEIX | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 200,000 | 200,000 | 500,000 | |||
Due from related parties | 600,000 | 500,000 | ||||
AEIX | Cost Reimbursement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 5,100,000 | $ 4,300,000 | $ 4,700,000 |
COMMITMENTS AND CONTINGENCIE113
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent and associated operating expenses | $ 9,500 | $ 10,100 | $ 11,400 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2,018 | 11,607 | ||
2,019 | 11,732 | ||
2,020 | 10,710 | ||
2,022 | 10,312 | ||
2,023 | 10,437 | ||
Thereafter | 39,970 | ||
Total future minimum lease payments | $ 94,768 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 12 Months Ended |
Jun. 30, 2017segment | |
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, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Supply Chain Services | |||||||||||
Net administrative fees | $ 557,468 | $ 498,394 | $ 457,020 | ||||||||
Other services and support | 363,087 | 337,554 | 270,748 | ||||||||
Services | 920,555 | 835,948 | 727,768 | ||||||||
Products | 534,118 | 326,646 | 279,261 | ||||||||
Net revenue | $ 403,098 | $ 379,803 | $ 358,500 | $ 313,272 | $ 301,421 | $ 298,669 | $ 291,669 | $ 270,835 | 1,454,673 | 1,162,594 | 1,007,029 |
Depreciation and amortization | 107,211 | 84,156 | 54,322 | ||||||||
Capital expenditures | 71,372 | 76,990 | 70,734 | ||||||||
Assets | 2,507,836 | 1,855,383 | 2,507,836 | 1,855,383 | |||||||
Operating Segments | Supply Chain Services | |||||||||||
Supply Chain Services | |||||||||||
Net administrative fees | 557,468 | 498,394 | 457,020 | ||||||||
Other services and support | 9,704 | 4,385 | 1,977 | ||||||||
Services | 567,172 | 502,779 | 458,997 | ||||||||
Products | 534,118 | 326,646 | 279,261 | ||||||||
Net revenue | 1,101,290 | 829,425 | 738,258 | ||||||||
Depreciation and amortization | 14,209 | 1,401 | 1,964 | ||||||||
Capital expenditures | 483 | 914 | 1,815 | ||||||||
Assets | 1,017,023 | 345,219 | 1,017,023 | 345,219 | |||||||
Operating Segments | Performance Services | |||||||||||
Supply Chain Services | |||||||||||
Net revenue | 353,383 | 333,169 | 268,771 | ||||||||
Depreciation and amortization | 85,299 | 76,500 | 47,131 | ||||||||
Capital expenditures | 66,686 | 62,337 | 63,435 | ||||||||
Assets | 888,862 | 934,588 | 888,862 | 934,588 | |||||||
Corporate | |||||||||||
Supply Chain Services | |||||||||||
Depreciation and amortization | 7,703 | 6,255 | 5,227 | ||||||||
Capital expenditures | 4,203 | 13,739 | $ 5,484 | ||||||||
Assets | $ 601,951 | $ 575,576 | $ 601,951 | $ 575,576 |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||
Income before income taxes | $ 531,291 | $ 284,882 | $ 271,127 |
Remeasurement gain attributable to acquisition of Innovatix | (205,146) | 0 | 0 |
Equity in net income of unconsolidated affiliates | (14,745) | (21,647) | (21,285) |
Interest and investment income (loss), net | 4,512 | 1,021 | (866) |
Loss on disposal of long-lived assets | 2,422 | 0 | 15,243 |
Other expense (income), net | (614) | 1,692 | 1,823 |
Operating income | 317,720 | 265,948 | 266,042 |
Depreciation and amortization | 58,884 | 51,102 | 45,186 |
Amortization of purchased intangible assets | 48,327 | 33,054 | 9,136 |
Stock-based compensation | 26,860 | 49,081 | 28,498 |
Acquisition related expenses | 15,790 | 15,804 | 9,037 |
Strategic and financial restructuring expenses | 31 | 268 | 1,373 |
Adjustment to tax receivable agreement liability | (5,447) | (4,818) | 0 |
ERP implementation expenses | 2,028 | 4,870 | 0 |
Acquisition related adjustment - deferred revenue | 18,049 | 5,624 | 13,371 |
Equity in net income of unconsolidated affiliates | 14,745 | 21,647 | 21,285 |
Deferred compensation plan income (expense) | 4,020 | (1,605) | (753) |
Other income | 584 | 0 | 0 |
Adjusted EBITDA | 501,591 | 440,975 | 393,175 |
Stock purchase plan expense | $ 26,500 | $ 48,700 | 28,500 |
Tax receivable agreement liability, adjustment, change in state income tax rate | 1.50% | 1.00% | |
Business combination provisional information initial accounting incomplete adjustment deferred revenue | $ 600 | $ 5,600 | 13,400 |
Employee Stock Purchase Plan (ESPP) | |||
Segment Reporting Information [Line Items] | |||
Stock purchase plan expense | 400 | 400 | |
Operating Segments | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 493,763 | 439,013 | 391,180 |
Operating Segments | Performance Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 121,090 | 110,787 | 90,235 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | (113,262) | $ (108,825) | $ (88,240) |
Innovatix LLC And Essensa Ventures, LLC | |||
Segment Reporting Information [Line Items] | |||
Acquisition related expenses | 6,500 | ||
Acquisition related adjustment - deferred revenue | 17,400 | ||
Business combination, provisional information, initial accounting incomplete, adjustment, financial assets | 21,200 | ||
Business combination, provisional information, initial accounting incomplete, adjustment, financial liabilities | $ 3,800 |
QUARTERLY FINANCIAL DATA (UN117
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 403,098 | $ 379,803 | $ 358,500 | $ 313,272 | $ 301,421 | $ 298,669 | $ 291,669 | $ 270,835 | $ 1,454,673 | $ 1,162,594 | $ 1,007,029 |
Gross profit | 214,815 | 202,555 | 182,486 | 174,769 | 178,178 | 186,576 | 179,072 | 161,712 | 774,625 | 705,538 | 610,119 |
Net income | 73,860 | 71,338 | 246,184 | 58,095 | 50,356 | 71,557 | 60,995 | 52,253 | 449,477 | 235,161 | 234,785 |
Net income attributable to non-controlling interest in Premier LP | (53,845) | (51,433) | (181,173) | (49,601) | (39,812) | (56,018) | (49,817) | (47,900) | (336,052) | (193,547) | (194,206) |
Adjustment of redeemable limited partners' capital to redemption amount | (333,742) | (100,506) | 335,264 | 61,808 | 91,101 | 284,409 | (65,561) | 466,801 | (37,176) | 776,750 | (904,035) |
Net income (loss) attributable to stockholders | $ (313,727) | $ (80,601) | $ 400,275 | $ 70,302 | $ 101,645 | $ 299,948 | $ (54,383) | $ 471,154 | $ 76,249 | $ 818,364 | $ (865,292) |
Weighted average shares outstanding: | |||||||||||
Basic (shares) | 51,470 | 50,525 | 49,445 | 47,214 | 45,506 | 44,716 | 41,575 | 37,735 | 49,654 | 42,368 | 35,681 |
Diluted (shares) | 51,470 | 50,525 | 141,308 | 142,962 | 144,621 | 145,018 | 41,575 | 145,560 | 50,374 | 145,308 | 35,681 |
Net income (loss) per share attributable to stockholders: | |||||||||||
Basic (usd per share) | $ (6.10) | $ (1.60) | $ 8.10 | $ 1.49 | $ 2.23 | $ 6.71 | $ (1.31) | $ 12.49 | $ 1.54 | $ 19.32 | $ (24.25) |
Diluted (usd per share) | $ (6.10) | $ (1.60) | $ 1.50 | $ 0.26 | $ 0.30 | $ 0.43 | $ (1.31) | $ 0.24 | $ 1.51 | $ 1.33 | $ (24.25) |
Schedule II Valuation and Qu118
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | $ 1,981 | $ 1,153 | $ 1,054 |
Additions/(Reductions) to Expense or Other Accounts | 781 | 1,655 | 144 |
Deductions | 950 | 827 | 45 |
Ending Balance | 1,812 | 1,981 | 1,153 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | 64,958 | 28,679 | 470 |
Additions/(Reductions) to Expense or Other Accounts | 26,829 | 36,279 | 28,396 |
Deductions | 0 | 0 | 187 |
Ending Balance | $ 91,787 | $ 64,958 | $ 28,679 |