Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | Apr. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36092 | |
Entity Registrant Name | Premier, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2477140 | |
Entity Address, Address Line One | 13034 Ballantyne Corporate Place | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28277 | |
City Area Code | 704 | |
Local Phone Number | 357-0022 | |
Title of 12(b) Security | Class A Common Stock, $0.01 Par Value | |
Trading Symbol | PINC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 119,078,357 | |
Entity Central Index Key | 0001577916 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q of Premier, Inc. (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, originally filed with the Securities and Exchange Commission on May 2, 2023 (the “Original Filing”). The Company is filing this Amendment No. 1 for the sole purpose of amending the certification filed as Exhibit 32.1 to the Original Filing to correct the inadvertent omission of the conformed signature of the Chief Executive Officer. The certification was fully executed on May 2, 2023 and was in the Company’s possession at the time of the Original Filing. Except as described above, no other changes have been made to the Original Filing.This Amendment No. 1 continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the Original Filing. The filing of this Amendment No. 1 is not a representation that any statements contained in the Company’s Form 10-Q are true and complete as of any date other than the date of the Original Filing. This Amendment No. 1 should be read in conjunction with the Original Filing. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Assets | ||
Cash and cash equivalents | $ 91,493 | $ 86,143 |
Accounts receivable (net of $2,747 and $2,043 allowance for credit losses, respectively) | 115,289 | 114,129 |
Contract assets (net of $808 and $755 allowance for credit losses, respectively) | 290,824 | 260,061 |
Inventory | 94,431 | 119,652 |
Prepaid expenses and other current assets | 59,091 | 65,581 |
Total current assets | 651,128 | 645,566 |
Property and equipment (net of $642,684 and $578,644 accumulated depreciation, respectively) | 206,687 | 213,379 |
Intangible assets (net of $252,997 and $217,582 accumulated amortization, respectively) | 442,718 | 356,572 |
Goodwill | 1,069,073 | 999,913 |
Deferred income tax assets | 722,949 | 725,032 |
Deferred compensation plan assets | 47,699 | 47,436 |
Investments in unconsolidated affiliates | 230,300 | 215,545 |
Operating lease right-of-use assets | 31,658 | 39,530 |
Other assets | 110,305 | 114,154 |
Total assets | 3,512,517 | 3,357,127 |
Liabilities and stockholders' equity | ||
Accounts payable | 53,486 | 44,631 |
Accrued expenses | 63,372 | 40,968 |
Revenue share obligations | 258,112 | 245,395 |
Accrued compensation and benefits | 59,088 | 93,638 |
Deferred revenue | 27,880 | 30,463 |
Current portion of notes payable to former limited partners | 99,200 | 97,806 |
Line of credit and current portion of long-term debt | 236,272 | 153,053 |
Other current liabilities | 102,922 | 47,183 |
Total current liabilities | 900,332 | 753,137 |
Long-term debt, less current portion | 1,008 | 2,280 |
Notes payable to former limited partners, less current portion | 126,614 | 201,188 |
Deferred compensation plan obligations | 47,699 | 47,436 |
Deferred consideration, less current portion | 29,189 | 28,702 |
Operating lease liabilities, less current portion | 25,468 | 32,960 |
Other liabilities | 46,416 | 42,574 |
Total liabilities | 1,176,726 | 1,108,277 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 125,309,682 shares issued and 118,880,307 shares outstanding at March 31, 2023 and 124,481,610 shares issued and 118,052,235 shares outstanding at June 30, 2022 | 1,253 | 1,245 |
Treasury stock, at cost; 6,429,375 shares at both March 31, 2023 and June 30, 2022 | (250,129) | (250,129) |
Additional paid-in capital | 2,175,048 | 2,166,047 |
Retained earnings | 409,630 | 331,690 |
Accumulated other comprehensive loss | (11) | (3) |
Total stockholders' equity | 2,335,791 | 2,248,850 |
Total liabilities and stockholders' equity | $ 3,512,517 | $ 3,357,127 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Allowance for doubtful accounts | $ 2,747 | $ 2,043 |
Allowance for credit losses | 808 | 755 |
Accumulated depreciation | 642,684 | 578,644 |
Accumulated amortization | $ 252,997 | $ 217,582 |
Treasury stock, shares (in shares) | 6,429,375 | 6,429,375 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 125,309,682 | 124,481,610 |
Common stock outstanding (in shares) | 118,880,307 | 118,052,235 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenue: | ||||
Net revenue | $ 322,232 | $ 347,833 | $ 995,731 | $ 1,092,195 |
Cost of revenue: | ||||
Cost of revenue | 103,162 | 135,356 | 331,935 | 431,242 |
Gross profit | 219,070 | 212,477 | 663,796 | 660,953 |
Operating expenses: | ||||
Selling, general and administrative | 143,587 | 143,676 | 416,165 | 418,330 |
Research and development | 1,001 | 826 | 2,976 | 2,666 |
Amortization of purchased intangible assets | 11,916 | 11,151 | 35,415 | 32,890 |
Operating expenses | 156,504 | 155,653 | 454,556 | 453,886 |
Operating income | 62,566 | 56,824 | 209,240 | 207,067 |
Equity in net income of unconsolidated affiliates | 4,630 | 3,991 | 14,547 | 17,165 |
Interest expense, net | (4,269) | (2,804) | (11,759) | (8,465) |
Gain on FFF Put and Call Rights | 0 | 0 | 0 | 64,110 |
Other income (expense), net | 2,954 | (4,248) | 3,720 | (2,176) |
Other income (expense), net | 3,315 | (3,061) | 6,508 | 70,634 |
Income before income taxes | 65,881 | 53,763 | 215,748 | 277,701 |
Income tax expense | 17,232 | 14,694 | 59,766 | 40,094 |
Net income | 48,649 | 39,069 | 155,982 | 237,607 |
Net income attributable to non-controlling interest | (1,848) | (654) | (2,419) | (1,643) |
Net income attributable to stockholders | 46,801 | 38,415 | 153,563 | 235,964 |
Comprehensive income: | ||||
Net income | 48,649 | 39,069 | 155,982 | 237,607 |
Comprehensive income attributable to non-controlling interest | (1,848) | (654) | (2,419) | (1,643) |
Foreign currency translation gain (loss) | 1 | 4 | (8) | 3 |
Comprehensive income attributable to stockholders | $ 46,802 | $ 38,419 | $ 153,555 | $ 235,967 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 118,872 | 118,697 | 118,668 | 120,957 |
Diluted (in shares) | 119,816 | 119,813 | 119,832 | 122,302 |
Earnings per share attributable to stockholders: | ||||
Basic (in dollars per share) | $ 0.39 | $ 0.32 | $ 1.29 | $ 1.95 |
Diluted (in dollars per share) | $ 0.39 | $ 0.32 | $ 1.28 | $ 1.94 |
Services and software licenses | ||||
Net revenue: | ||||
Net revenue | $ 265,020 | $ 254,204 | $ 812,665 | $ 768,370 |
Cost of revenue: | ||||
Cost of revenue | 54,149 | 46,735 | 163,428 | 136,326 |
Net administrative fees | ||||
Net revenue: | ||||
Net revenue | 148,441 | 148,396 | 452,870 | 448,261 |
Software licenses, other services and support | ||||
Net revenue: | ||||
Net revenue | 116,579 | 105,808 | 359,795 | 320,109 |
Products | ||||
Net revenue: | ||||
Net revenue | 57,212 | 93,629 | 183,066 | 323,825 |
Cost of revenue: | ||||
Cost of revenue | $ 49,013 | $ 88,621 | $ 168,507 | $ 294,916 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Common Stock Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income |
Beginning balance (in shares) at Jun. 30, 2021 | 122,533,000 | ||||||
Beginning balance at Jun. 30, 2021 | $ 2,229,893 | $ 1,225 | $ 0 | $ 2,059,194 | $ 169,474 | $ 0 | |
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 1,239,000 | ||||||
Issuance of Class A common stock under equity incentive plan | 22,864 | $ 13 | 22,851 | ||||
Treasury stock (in shares) | (1,091,000) | (1,091,000) | |||||
Treasury stock | (42,628) | $ (42,628) | |||||
Stock-based compensation expense | 7,554 | 7,554 | |||||
Repurchase of vested restricted units for employee tax-withholding | (9,171) | (9,171) | |||||
Net income | 121,306 | 121,306 | |||||
Net income attributable to non-controlling interest | 0 | (698) | 698 | ||||
Dividends | (24,877) | (24,877) | |||||
Non-controlling interest related to acquisition | 23,145 | 23,145 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 122,681,000 | ||||||
Ending balance at Sep. 30, 2021 | 2,328,086 | $ 1,238 | $ (42,628) | 2,102,875 | 266,601 | 0 | |
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 1,091,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | $ 0.20 | ||||||
Beginning balance (in shares) at Jun. 30, 2021 | 122,533,000 | ||||||
Beginning balance at Jun. 30, 2021 | 2,229,893 | $ 1,225 | $ 0 | 2,059,194 | 169,474 | 0 | |
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 237,607 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 117,986,000 | ||||||
Ending balance at Mar. 31, 2022 | 2,233,602 | $ 1,244 | $ (250,129) | 2,150,313 | 332,171 | 3 | |
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 6,429,000 | ||||||
Beginning balance (in shares) at Sep. 30, 2021 | 122,681,000 | ||||||
Beginning balance at Sep. 30, 2021 | 2,328,086 | $ 1,238 | $ (42,628) | 2,102,875 | 266,601 | 0 | |
Treasury stock, beginning balance (in shares) at Sep. 30, 2021 | 1,091,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 579,000 | ||||||
Issuance of Class A common stock under equity incentive plan | 14,403 | $ 5 | 14,398 | ||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 52,000 | ||||||
Issuance of Class A common stock under employee stock purchase plan | 1,977 | $ 1 | 1,976 | ||||
Treasury stock (in shares) | (3,377,000) | (3,377,000) | |||||
Treasury stock | (133,396) | $ (133,396) | |||||
Stock-based compensation expense | 16,234 | 16,234 | |||||
Repurchase of vested restricted units for employee tax-withholding | (1,495) | (1,495) | |||||
Net income | 77,232 | 77,232 | |||||
Net income attributable to non-controlling interest | 0 | 1,687 | (1,687) | ||||
Change in ownership of consolidated entity | 12 | 12 | |||||
Dividends | (24,250) | (24,250) | |||||
Foreign currency translation adjustment | (1) | (1) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 119,935,000 | ||||||
Ending balance at Dec. 31, 2021 | 2,278,802 | $ 1,244 | $ (176,024) | 2,135,687 | 317,896 | (1) | |
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 4,468,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | 0.20 | ||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 12,000 | ||||||
Issuance of Class A common stock under equity incentive plan | 118 | $ 0 | 118 | ||||
Treasury stock (in shares) | (1,961,000) | (1,961,000) | |||||
Treasury stock | (74,105) | $ (74,105) | |||||
Stock-based compensation expense | 14,004 | 14,004 | |||||
Repurchase of vested restricted units for employee tax-withholding | (174) | (174) | |||||
Net income | 39,069 | 39,069 | |||||
Net income attributable to non-controlling interest | 0 | 654 | (654) | ||||
Change in ownership of consolidated entity | 24 | 24 | |||||
Dividends | (24,140) | (24,140) | |||||
Foreign currency translation adjustment | 4 | 4 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 117,986,000 | ||||||
Ending balance at Mar. 31, 2022 | 2,233,602 | $ 1,244 | $ (250,129) | 2,150,313 | 332,171 | 3 | |
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 6,429,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | $ 0.20 | ||||||
Beginning balance (in shares) at Jun. 30, 2022 | 118,052,235 | 118,052,000 | |||||
Beginning balance at Jun. 30, 2022 | $ 2,248,850 | $ 1,245 | $ (250,129) | 2,166,047 | 331,690 | (3) | |
Treasury stock, beginning balance (in shares) at Jun. 30, 2022 | 6,429,375 | 6,429,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 694,000 | ||||||
Issuance of Class A common stock under equity incentive plan | $ 644 | $ 7 | 637 | ||||
Stock-based compensation expense | 7,136 | 7,136 | |||||
Repurchase of vested restricted units for employee tax-withholding | (13,089) | (13,089) | |||||
Net income | 42,959 | 42,959 | |||||
Net income attributable to non-controlling interest | 0 | 243 | (243) | ||||
Change in ownership of consolidated entity | 26 | 26 | |||||
Dividends | (25,097) | (25,097) | |||||
Foreign currency translation adjustment | (10) | (10) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 118,746,000 | ||||||
Ending balance at Sep. 30, 2022 | 2,261,419 | $ 1,252 | $ (250,129) | 2,161,000 | 349,309 | (13) | |
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 6,429,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | $ 0.21 | ||||||
Beginning balance (in shares) at Jun. 30, 2022 | 118,052,235 | 118,052,000 | |||||
Beginning balance at Jun. 30, 2022 | $ 2,248,850 | $ 1,245 | $ (250,129) | 2,166,047 | 331,690 | (3) | |
Treasury stock, beginning balance (in shares) at Jun. 30, 2022 | 6,429,375 | 6,429,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | $ 155,982 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 118,880,307 | 118,880,000 | |||||
Ending balance at Mar. 31, 2023 | $ 2,335,791 | $ 1,253 | $ (250,129) | 2,175,048 | 409,630 | (11) | |
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 6,429,375 | 6,429,000 | |||||
Beginning balance (in shares) at Sep. 30, 2022 | 118,746,000 | ||||||
Beginning balance at Sep. 30, 2022 | $ 2,261,419 | $ 1,252 | $ (250,129) | 2,161,000 | 349,309 | (13) | |
Treasury stock, beginning balance (in shares) at Sep. 30, 2022 | 6,429,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 54,000 | ||||||
Issuance of Class A common stock under equity incentive plan | 60 | 60 | |||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 67,000 | ||||||
Issuance of Class A common stock under employee stock purchase plan | 2,268 | $ 1 | 2,267 | ||||
Stock-based compensation expense | 2,679 | 2,679 | |||||
Repurchase of vested restricted units for employee tax-withholding | (41) | (41) | |||||
Net income | 64,374 | 64,374 | |||||
Net income attributable to non-controlling interest | 0 | 328 | (328) | ||||
Change in ownership of consolidated entity | 26 | 26 | |||||
Dividends | (25,303) | (25,303) | |||||
Foreign currency translation adjustment | 1 | 1 | |||||
Other | 590 | 590 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 118,867,000 | ||||||
Ending balance at Dec. 31, 2022 | 2,306,073 | $ 1,253 | $ (250,129) | 2,166,909 | 388,052 | (12) | |
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 6,429,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | $ 0.21 | ||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 13,000 | ||||||
Issuance of Class A common stock under equity incentive plan | 0 | 0 | |||||
Stock-based compensation expense | 6,560 | 6,560 | |||||
Repurchase of vested restricted units for employee tax-withholding | (297) | (297) | |||||
Net income | 48,649 | 48,649 | |||||
Net income attributable to non-controlling interest | 0 | 1,848 | (1,848) | ||||
Change in ownership of consolidated entity | 28 | 28 | |||||
Dividends | (25,223) | (25,223) | |||||
Foreign currency translation adjustment | 1 | 1 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 118,880,307 | 118,880,000 | |||||
Ending balance at Mar. 31, 2023 | $ 2,335,791 | $ 1,253 | $ (250,129) | $ 2,175,048 | $ 409,630 | $ (11) | |
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 6,429,375 | 6,429,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared (in dollars per share) | $ 0.21 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Class A Common Stock | ||||||
Dividends declared (in dollars per share) | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.20 | $ 0.20 | $ 0.20 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net income | $ 155,982 | $ 237,607 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 100,568 | 95,764 |
Equity in net income of unconsolidated affiliates | (14,547) | (17,165) |
Deferred income taxes | 2,083 | 36,926 |
Stock-based compensation | 16,375 | 37,792 |
Gain on FFF Put and Call Rights | 0 | (64,110) |
Other, net | 3,066 | 4,578 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable, inventories, prepaid expenses and other assets | 47,389 | 91,418 |
Contract assets | (31,975) | (39,139) |
Accounts payable, accrued expenses, deferred revenue, revenue share obligations and other liabilities | 52,237 | (48,882) |
Net cash provided by operating activities | 331,178 | 334,789 |
Investing activities | ||
Purchases of property and equipment | (58,464) | (61,061) |
Acquisition of businesses and equity method investments, net of cash acquired | (187,750) | (26,000) |
Investment in unconsolidated affiliates | (2,060) | (16,000) |
Other | (1,510) | (10,000) |
Net cash used in investing activities | (249,784) | (113,061) |
Financing activities | ||
Payments made on notes payable | (76,024) | (75,082) |
Proceeds from credit facility | 350,000 | 300,000 |
Payments on credit facility | (265,000) | (125,000) |
Proceeds from exercise of stock options under equity incentive plan | 704 | 37,385 |
Cash dividends paid | (75,227) | (72,861) |
Repurchase of Class A common stock (held as treasury stock) | 0 | (250,129) |
Other, net | (10,489) | 14,318 |
Net cash used in financing activities | (76,036) | (171,369) |
Effect of exchange rate changes on cash flows | (8) | 3 |
Net increase in cash and cash equivalents | 5,350 | 50,362 |
Cash and cash equivalents at beginning of period | 86,143 | 129,141 |
Cash and cash equivalents at end of period | $ 91,493 | $ 179,503 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | (1) ORGANIZATION Organization Premier, Inc. (“Premier” or the “Company”) is a publicly held, for-profit Delaware corporation located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading healthcare performance improvement company that unites hospitals, health systems, physicians, employers, product suppliers, service providers, and other healthcare providers and organizations to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry and continues to expand its capabilities to more fully address and coordinate care improvement and standardization in the employer, payor and life sciences markets. The Company also provides services to other businesses, including food service, schools and universities. The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company’s members and other customers 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 14 - 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 (“GPO”) programs in the United States, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI TM , the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, life sciences and payer markets; Contigo Health ® , the Company’s direct-to-employer business which provides third-party administrator services and management of health-benefit programs that allow employers to contract directly with healthcare providers as well as partner with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra TM , the Company’s digital invoicing and payables automation business which provides financial support services to healthcare providers and suppliers. Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information 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, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2022 Annual Report. Supplementary Cash Flows Information The following table presents supplementary cash flows information for the nine months ended March 31, 2023 and 2022 (in thousands): Nine Months Ended March 31, 2023 2022 Supplemental schedule of non-cash investing and financing activities: Non-cash additions to property and equipment $ 5 $ 129 Non-cash investment in unconsolidated affiliates 7,800 — Accrued dividend equivalents 778 738 Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of 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 | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (2) SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the Company’s significant accounting policies as described in the 2022 Annual Report. Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-08”), which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The Company adopted ASU 2021-08 during the second quarter of fiscal 2023. The standard did not have a material impact on the Company’s financial statements nor its related disclosures. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | (3) BUSINESS ACQUISITIONS Acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. Assets On October 13, 2022, the Company, through its consolidated subsidiary Contigo Health, LLC (“Contigo Health”), acquired certain assets (the “TRPN Transferred Assets”) of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”), including contracts with more than 900,000 providers (collectively, the “Assumed Contracts”), and agreed to assume certain liabilities and obligations of TRPN with regard to the Assumed Contracts (referred to as the “TRPN acquisition”). The TRPN Transferred Assets relate to businesses of TRPN focused on improving access to quality healthcare and reducing the cost of medical claims through pre-negotiated discounts with network providers, including acute-care hospitals, surgery centers, physicians and other non-acute providers in the United States. Contigo Health also agreed to license proprietary cost containment technology of TRPN. The purchase price paid by the Company to complete the TRPN acquisition consisted of cash of $177.5 million, funded with borrowings under the Company’s Credit Facility (as defined in Note 8 - Debt and Notes Payable) and cash on hand, of which $17.8 million was placed in escrow to satisfy indemnification obligations of TRPN to Contigo Health and its affiliates and other parties related thereto under the purchase agreement governing the TRPN acquisition. The Company has accounted for the TRPN 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 total fair value assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network. The TRPN acquisition resulted in the recognition of $60.9 million of goodwill attributable to the anticipated profitability of TRPN, based on the purchase price paid in the acquisition compared to the fair value of the net assets acquired. The TRPN acquisition was considered an asset acquisition for income tax purposes. Accordingly, the Company expects tax goodwill to be deductible for tax purposes. The initial purchase price allocation for the TRPN acquisition is preliminary and subject to changes in the valuation of the assets acquired and liabilities assumed. TRPN is being integrated within Premier under Contigo Health and is reported as part of the Performance Services Segment. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Mar. 31, 2023 | |
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): Equity in Net Income Three Months Ended Nine Months Ended Carrying Value March 31, March 31, March 31, 2023 June 30, 2022 2023 2022 2023 2022 FFF $ 136,584 $ 137,162 $ 1,370 $ 2,437 $ 9,075 $ 11,836 Exela 31,368 27,733 2,865 501 3,635 1,504 Qventus 16,000 16,000 — — — — Prestige 16,206 15,597 139 935 610 3,272 Other investments 30,142 19,053 256 118 1,227 553 Total investments $ 230,300 $ 215,545 $ 4,630 $ 3,991 $ 14,547 $ 17,165 The Company, through its indirect, wholly owned subsidiary Premier Supply Chain Improvement, Inc. (“PSCI”), held a 49% interest in FFF Enterprises, Inc. (“FFF”) through its ownership of stock of FFF at March 31, 2023 and June 30, 2022. The Company accounts for its investment in FFF as part of the Supply Chain Services segment. On March 3, 2023, the Company and the majority shareholder of FFF amended the FFF shareholders’ agreement and in lieu of a distribution, the Company received an increase of $24.8 million to the its liquidation preferences on the Class B common stock in FFF, bringing the Company’s total liquidation preference in FFF to $32.3 million. In the event of liquidation or dissolution of FFF, the Company will receive the liquidation preference of $32.3 million prior to any pro rata distribution of FFF’s proportional equity value between the Company and the majority shareholder of FFF. As a result of the increase to the liquidation preference and priority of the Company’s Class B common stock in FFF in the event of liquidation or dissolution of FFF, the Company will no longer account for its investment in FFF using the equity method of accounting. As of the date of the amendment, the Company will account for its investment in FFF at cost less impairments, if any, plus or minus any observable changes in fair value. The Company, through its consolidated subsidiary, ExPre Holdings, LLC (“ExPre”), held an approximate 6% interest in Exela Holdings, Inc. (“Exela”) through its ownership of Exela Class A common stock at March 31, 2023. At March 31, 2023, the Company owned approximately 15% of the membership interest of ExPre, with the remainder of the membership interests held by 11 member health systems or their affiliates. The Company, through its consolidated subsidiary, PRAM Holdings, LLC (“PRAM”), held an approximate 20% interest in Prestige Ameritech Ltd. (“Prestige”) through its ownership of Prestige limited partnership units at March 31, 2023. At March 31, 2023, the Company owned approximately 26% of the membership interest of PRAM, with the remainder of the membership interests held by 16 member health systems or their affiliates. The Company accounts for its investments in Exela and Prestige using the equity method of accounting and includes each investment as part of the Supply Chain Services segment. The Company, through PHSI, purchased an approximate 7% interest in Qventus, Inc. (“Qventus”) through its ownership of Qventus Series C preferred stock. The Company accounts for its investment in Qventus at cost less impairments, if any, plus or minus any observable changes in fair value. The Company includes Qventus as part of the Performance Services segment. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2023 | |
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): Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs March 31, 2023 Cash equivalents $ 76 $ 76 $ — $ — Deferred compensation plan assets 52,787 52,787 — — Total assets 52,863 52,863 — — Earn-out liabilities 27,174 — — 27,174 Total liabilities $ 27,174 $ — $ — $ 27,174 June 30, 2022 Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 52,718 52,718 — — Total assets 52,793 52,793 — — Earn-out liabilities 22,789 — — 22,789 Total liabilities $ 22,789 $ — $ — $ 22,789 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 ($5.1 million and $5.3 million at March 31, 2023 and June 30, 2022, respectively) was included in prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) FFF Put and Call Rights On July 29, 2021, the FFF shareholders’ agreement was amended resulting in the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. In the event of a Key Man Event (generally defined in the FFF shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within 180 calendar days after the date of a Key Man Event (the “Call Right”, together with the FFF Put Right, the “Put and Call Rights”). As of March 31, 2023 and June 30, 2022, the Call Right had zero value. In the event that the Call Right is exercised, the purchase price for the additional interest in FFF will be at a per share price equal to FFF’s earnings before interest, taxes, depreciation and amortization (“FFF 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, divided by the number of shares of FFF common stock then outstanding (“Equity Value per Share”). Earn-out liabilities At March 31, 2023, earn-out liabilities have been established in connection with certain of our acquisitions, including the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020 as well as other immaterial acquisitions. The earnout liability related to the Acurity and Nexera asset acquisition was based upon the Company’s achievement of a range of member renewals on terms to be agreed to by the Company and Greater New York Hospital Association based on prevailing market conditions in December 2023. Earn-out liabilities are classified as Level 3 of the fair value hierarchy. Acurity and Nexera Earn-out (a) The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition was measured on the acquisition date using a probability-weighted expected payment model and is remeasured periodically due to changes in management’s estimates of the number of transferred member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the acquisition agreement. The Acurity and Nexera earn-out liability utilized a credit spread of 1.8% at March 31, 2023 and 1.6% at June 30, 2022. As of March 31, 2023 and June 30, 2022, the undiscounted range of outcomes is between $0 and $30.0 million. A significant decrease in the probability could result in a significant decrease in the value of the earn-out liability. The fair value of the Acurity and Nexera earn-out liability at March 31, 2023 and June 30, 2022 was $23.0 million and $22.8 million, respectively. Input assumptions As of March 31, 2023 As of June 30, 2022 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.8 % 1.6 % _________________________________ (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. A reconciliation of the Company’s earn-out liabilities and FFF Put Right is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) (Gain)/Loss (b) Ending Balance Three Months Ended March 31, 2023 Earn-out liabilities $ 24,098 $ — $ 3,076 $ 27,174 Total Level 3 liabilities $ 24,098 $ — $ 3,076 $ 27,174 Three Months Ended March 31, 2022 Earn-out liabilities $ 24,139 $ — $ (945) $ 23,194 Total Level 3 liabilities $ 24,139 $ — $ (945) $ 23,194 Nine Months Ended March 31, 2023 Earn-out liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Total Level 3 liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Nine Months Ended March 31, 2022 Earn-out liabilities $ 24,249 $ — $ (1,055) $ 23,194 FFF put right 64,110 (64,110) — — Total Level 3 liabilities $ 88,359 $ (64,110) $ (1,055) $ 23,194 _________________________________ (a) Purchases for the nine months ended March 31, 2023 includes an earn-out which has not been earned or paid as of March 31, 2023. Settlements for the nine months ended March 31, 2022 includes non-cash gain recognized as a result the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. (b) A gain on level 3 liability balances will decrease the liability ending balance whereas a loss on level 3 liability balance will increase the liability ending balance. Non-Recurring Fair Value Measurements As a result of the August 2020 Restructuring, the Company recorded non-interest bearing notes payable to former limited partners during the three months ended September 30, 2020. Although these notes are non-interest bearing, they include a Level 2 input associated with an implied fixed annual interest rate of 1.8% (see Note 8 - Debt and Notes Payable). As of March 31, 2023 and June 30, 2022, the notes payable to former limited partners were recorded net of discounts of $5.2 million and $9.1 million, respectively. During the nine months ended March 31, 2023, 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 TRPN acquisition were determined using the income approach (see Note 3 - Business Acquisitions). Financial Instruments For Which Fair Value Only is Disclosed The fair values of non-interest bearing notes payable, classified as Level 2, were equal to the carrying value at March 31, 2023 and $0.1 million less than the carrying value at June 30, 2022 based on an assumed market interest rate of 1.6%. Other Financial Instruments The fair values of cash, accounts receivable, accounts payable, accrued liabilities and the Credit Facility (as defined in Note 8 - Debt and Notes Payable) approximated carrying value due to the short-term nature of these financial instruments. |
CONTRACT BALANCES
CONTRACT BALANCES | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | (6) CONTRACT BALANCES Deferred Revenue Revenue recognized during the nine months ended March 31, 2023 that was included in the opening balance of deferred revenue at June 30, 2022 was $25.5 million, which is a result of satisfying certain performance obligations. Performance Obligations A performance obligation is a contractual obligation to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the agreement to transfer individual goods or services is not separately identifiable from other contractual obligations and, therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple phases or deliverable arrangements (licensing fees, SaaS subscription fees, maintenance and support fees, and professional fees for consulting services). Refer to the Company’s significant accounting policies in the 2022 Annual Report for discussion of revenue recognition on contracts with customers. Net revenue of $5.4 million and $3.9 million was recognized during the three and nine months ended March 31, 2023, respectively, from certain performance obligations that were satisfied or partially satisfied in prior periods. The net revenue recognized was driven by an increase of $6.1 million and $6.6 million, respectively, in net administrative fees revenue related to under-forecasted cash receipts received in the current period. These increases were partially offset by a reduction of $0.7 million and $2.7 million, respectively, associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. Net revenue of $5.7 million and $3.6 million was recognized during the three and nine months ended March 31, 2022, respectively, from certain performance obligations that were satisfied or partially satisfied in prior periods. The net revenue recognized was driven by an increase of $5.4 million and $3.3 million, respectively, in net administrative fees revenue related to under-forecasted cash receipts received in the current period. In addition, net revenue recognized in both periods was driven by an increase of $0.3 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $701.7 million. The Company expects to recognize approximately 40% of the remaining performance obligations over the next 12 months and an additional 23% over the following 12 months, with the remainder recognized thereafter. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (7) GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Total June 30, 2022 $ 388,502 $ 611,411 $ 999,913 Acquisition of businesses and assets — 69,160 69,160 March 31, 2023 $ 388,502 $ 680,571 $ 1,069,073 Goodwill increased primarily due to the TRPN acquisition (see Note 3 - Business Acquisitions). The initial purchase price allocation for the TRPN acquisition is preliminary and subject to change in the valuation of the assets acquired and the liabilities assumed. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): Useful Life March 31, 2023 June 30, 2022 Member relationships 14.7 years $ 386,100 $ 386,100 Provider network 15.0 years 106,500 — Technology 7.1 years 99,317 98,017 Customer relationships 9.4 years 57,930 47,830 Non-compete agreements 5.2 years 17,715 17,315 Trade names 6.7 years 18,920 17,210 Other (a) 9.3 years 9,233 7,682 Total intangible assets 695,715 574,154 Accumulated amortization (252,997) (217,582) Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): March 31, 2023 June 30, 2022 Supply Chain Services $ 277,641 $ 301,611 Performance Services (a) 165,077 54,961 Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. Total intangible assets increased primarily due to the TRPN acquisition (see Note 3 - Business Acquisitions). As part of the TRPN acquisition, the total fair value assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network of $106.5 million. The weighted average useful life of the acquired intangible assets is 14.1 years, with the provider network having a useful life of 15.0 years. Intangible asset amortization was $11.9 million and $11.2 million for the three months ended March 31, 2023 and 2022, respectively, and $35.4 million and $32.9 million for the nine months ended March 31, 2023 and 2022, respectively. The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2023 (a) $ 12,688 2024 49,761 2025 48,136 2026 46,892 2027 44,240 Thereafter 240,001 Total amortization expense $ 441,718 (a) As of March 31, 2023, estimated amortization expense is for the period from April 1, 2023 to June 30, 2023. |
DEBT AND NOTES PAYABLE
DEBT AND NOTES PAYABLE | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND NOTES PAYABLE | (8) DEBT AND NOTES PAYABLE Long-term debt and notes payable consisted of the following (in thousands): March 31, 2023 June 30, 2022 Credit facility $ 235,000 $ 150,000 Notes payable to members, net of discount 225,814 298,994 Other notes payable 2,280 5,333 Total debt and notes payable 463,094 454,327 Less: current portion (335,472) (250,859) Total long-term debt and notes payable $ 127,622 $ 203,468 Credit Facility PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into an unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions at the request of the Co-Borrowers and approval of a majority of the lenders under the Credit Facility. The Credit Facility provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility. The Credit Facility refinanced the Credit Agreement, dated as of November 9, 2018, as amended (the “Prior Loan Agreement”), and the Prior Loan Agreement, which was scheduled to mature on November 9, 2023, was terminated on December 12, 2022. The Prior Loan Agreement included a $1.0 billion unsecured revolving credit facility. At the time of its termination, outstanding borrowings, accrued interest and fees and expenses under the Prior Loan Agreement totaled $331.3 million, which was repaid with cash on hand and borrowings under the Credit Facility. At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100% (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net 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 0.500%, the one-month Adjusted Term SOFR plus 1.000%, and 0.000%), plus the Applicable Rate. The Applicable Rate ranges from 1.250% to 1.750% for SOFR Loans and 0.250% to 0.750% for base rate loans. At March 31, 2023, the interest rates for SOFR Loans and base rate loans were 6.152% and 8.250%, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.225% per annum on the actual daily unused amount of commitments under the Credit Facility. At March 31, 2023, the weighted average interest rate on outstanding borrowings under the Credit Facility was 6.195% and the annual commitment fee, based on the actual daily unused amount of commitments under the Credit Facility, 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. The Company was in compliance with all such covenants at March 31, 2023. The Credit Facility also contains customary events of default, including a cross-default of any indebtedness or guarantees in excess of $75.0 million. 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 a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable. The Company had $235.0 million in outstanding borrowings under the Credit Facility at March 31, 2023 with $765.0 million of available borrowing capacity after reductions for outstanding borrowings and outstanding letters of credit. For the nine months ended March 31, 2023, the Company borrowed $285.0 million and repaid $135.0 million of outstanding borrowings under the Prior Loan Agreement. For the nine months ended March 31, 2023, the Company borrowed $65.0 million and repaid $130.0 million of outstanding borrowings under the Credit Facility. In April 2023, the Company repaid $60.0 million of outstanding borrowings under the Credit Facility. Notes Payable Notes Payable to Former Limited Partners At March 31, 2023, the Company had $225.8 million of notes payable to former LPs, net of discounts on notes payable of $5.2 million, of which $99.2 million was recorded to current portion of notes payable to former limited partners in the accompanying Condensed Consolidated Balance Sheets. At June 30, 2022, the Company had $299.0 million of notes payable to former LPs, net of discounts on notes payable of $9.1 million, of which $97.8 million was recorded to current portion of notes payable to former limited partners in the accompanying Condensed Consolidated Balance Sheets. The notes payable to former LPs were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former LPs are non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8%. Other At March 31, 2023 and June 30, 2022, the Company had $2.3 million and $5.3 million in other notes payable, respectively, of which $1.3 million and $3.1 million, respectively, were included in current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets. Other notes payable do not bear interest and generally have stated maturities of three |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | (9) STOCKHOLDERS' EQUITY As of March 31, 2023, there were 118,880,307 shares of the Company’s Class A common stock, par value $0.01 per share, outstanding. During the nine months ended March 31, 2023, the Company paid cash dividends of $0.21 per share on outstanding shares of Class A common stock to stockholders on each of September 15, 2022, December 15, 2022 and March 15, 2023. On April 27, 2023, the Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on June 15, 2023 to stockholders of record on June 1, 2023. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | (10) EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, the diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of all potentially issuable dilutive shares of Class A common stock. The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Numerator for basic earnings per share: Net income attributable to stockholders (a) $ 46,801 $ 38,415 $ 153,563 $ 235,964 Numerator for diluted earnings per share: Net income attributable to stockholders (a) $ 46,801 $ 38,415 $ 153,563 $ 235,964 Net loss attributable to non-controlling interest — — — 1,643 Net income for diluted earnings per share $ 46,801 $ 38,415 $ 153,563 $ 237,607 Denominator for earnings per share: Basic weighted average shares outstanding (b) 118,872 118,697 118,668 120,957 Effect of dilutive securities: (c) Stock options 76 98 103 225 Restricted stock 528 465 519 499 Performance share awards 340 553 542 621 Diluted weighted average shares and assumed conversions 119,816 119,813 119,832 122,302 Earnings per share attributable to stockholders: Basic $ 0.39 $ 0.32 $ 1.29 $ 1.95 Diluted $ 0.39 $ 0.32 $ 1.28 $ 1.94 _________________________________ (a) Net income attributable to stockholders was calculated as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net income $ 48,649 $ 39,069 $ 155,982 $ 237,607 Net income attributable to non-controlling interest (1,848) (654) (2,419) (1,643) Net income attributable to stockholders $ 46,801 $ 38,415 $ 153,563 $ 235,964 (b) Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Class A common stock for the three and nine months ended March 31, 2023 and 2022. (c) The effect of 0.3 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect for both the three and nine months ended March 31, 2023. Additionally, for the three and nine months ended March 31, 2023, the effect of 0.4 million and 0.3 million performance share awards, respectively, was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the three and nine months ended March 31, 2022, the effect of 0.3 million and 0.6 million stock options and restricted stock units, respectively, was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect. Additionally, for the nine months ended March 31, 2022, the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | (11) STOCK-BASED COMPENSATION Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The associated deferred tax benefit was calculated at a tax rate of 26% for the nine months ended March 31, 2023 and 2022, which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company’s current effective income tax rate. See Note 12 - Income Taxes for further information. Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Pre-tax stock-based compensation expense $ 6,560 $ 14,004 $ 16,375 $ 37,792 Less: deferred tax benefit (a) 2,400 3,288 4,407 8,013 Total stock-based compensation expense, net of tax $ 4,160 $ 10,716 $ 11,968 $ 29,779 _________________________________ (a) For the three and nine months ended March 31, 2023, the deferred tax benefit was reduced by $0.7 million and $0.2 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017. 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 14.8 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 share awards. As of March 31, 2023, there were 3.9 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 nine months ended March 31, 2023: 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, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 419,519 36.69 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (24,351) 32.84 Forfeited (72,268) 35.81 (81,350) 33.41 (2,906) 35.65 Outstanding at March 31, 2023 1,290,810 $ 35.78 1,493,711 $ 33.09 869,097 $ 30.30 Stock options outstanding and exercisable at March 31, 2023 869,097 $ 30.30 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 a three-year period if performance targets are met. Stock options generally vest in equal annual installments over three years. Stock options have a term of ten years from the date of grant. Vested stock options will generally expire either twelve months after an employee’s termination with the Company or 90 days after an employee’s termination with the Company, depending on the termination circumstances. Unrecognized stock-based compensation expense at March 31, 2023 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 23,381 1.8 years Performance share awards 22,830 1.8 years Total unrecognized stock-based compensation expense $ 46,211 1.8 years At March 31, 2023, there was no unrecognized stock-based compensation expense for outstanding stock options. The aggregate intrinsic value of stock options at March 31, 2023 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 2,325 Exercised during the nine months ended March 31, 2023 78 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (12) INCOME TAXES Income tax expense for the three months ended March 31, 2023 and 2022 was $17.2 million and $14.7 million, respectively, which reflects effective tax rates of 26% and 27%, respectively. The change in the effective tax rate for the three months ended March 31, 2023 is primarily related to changes in stock-based compensation expense. Income tax expense for the nine months ended March 31, 2023 and 2022 was $59.8 million and $40.1 million, respectively, which reflects effective tax rates of 28% and 14%, respectively. The change in the effective tax rate for the nine months ended March 31, 2023, is primarily driven by the prior year valuation allowance release resulting from the Subsidiary Reorganization. Excluding the valuation allowance release, the effective tax rate would have been 25% for the nine months ended March 31, 2022 with the remaining difference primarily related to repricing due to the Subsidiary Reorganization and state legislative changes. As of March 31, 2023, total tax liabilities included $52.3 million within other current liabilities in the accompanying Condensed Consolidated Balance Sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (13) COMMITMENTS AND CONTINGENCIES Operating Leases Operating lease expense for both the three months ended March 31, 2023 and 2022 was $2.5 million. Operating lease expense for the nine months ended March 31, 2023 and 2022 was $7.5 million and $7.6 million, respectively. As of March 31, 2023, the weighted average remaining lease term was 3.1 years, and the weighted average discount rate was 4%. Future minimum lease payments under noncancellable operating leases with initial lease terms in excess of one year were as follows (in thousands): March 31, 2023 June 30, 2022 2023 (a) $ 2,406 $ 12,131 2024 12,381 12,267 2025 12,389 12,301 2026 9,005 9,005 2027 1,324 1,323 Total future minimum lease payments 37,505 47,027 Less: imputed interest 2,281 3,445 Total operating lease liabilities (b) $ 35,224 $ 43,582 _________________________________ (a) As of March 31, 2023, future minimum lease payments are for the period from April 1, 2023 to June 30, 2023. (b) As of March 31, 2023, total operating lease liabilities included $9.8 million within other current liabilities in the Condensed Consolidated Balance Sheets. Other Matters The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include stockholder derivative or other similar litigation, claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. If current or future government regulations, including but not limited to 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 regulatory inquiries or investigations, 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 | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | (14) 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, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI , the Company’s technology and services platform; Contigo Health , the Company’s direct-to-employer business; and Remitra , the Company’s digital invoicing and payables automation business. The following table presents disaggregated revenue by business segment and underlying source (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net revenue: Supply Chain Services Net administrative fees $ 148,441 $ 148,396 $ 452,870 $ 448,261 Software licenses, other services and support 11,032 8,914 35,963 27,165 Services and software licenses 159,473 157,310 488,833 475,426 Products 57,212 93,629 183,066 323,825 Total Supply Chain Services (a) 216,685 250,939 671,899 799,251 Performance Services Software licenses, other services and support SaaS-based products subscriptions 44,685 49,347 142,097 144,357 Consulting services 22,087 16,342 57,963 46,440 Software licenses 14,400 12,169 51,197 44,033 Other (b) 24,384 19,045 72,603 58,132 Total Performance Services (a) 105,556 96,903 323,860 292,962 Total segment net revenue 322,241 347,842 995,759 1,092,213 Eliminations (a) (9) (9) (28) (18) Net revenue $ 322,232 $ 347,833 $ 995,731 $ 1,092,195 _________________________________ (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. (b) Includes revenue from Contigo Health, Remitra and other PINC AI revenue. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Depreciation and amortization expense (a) : Supply Chain Services $ 13,002 $ 14,114 $ 40,862 $ 40,710 Performance Services 17,189 16,163 53,407 48,349 Corporate 2,000 2,282 6,299 6,705 Total depreciation and amortization expense $ 32,191 $ 32,559 $ 100,568 $ 95,764 Capital expenditures: Supply Chain Services $ 6,571 $ 6,740 $ 19,586 $ 22,212 Performance Services 13,311 10,926 38,576 34,312 Corporate 166 735 302 4,537 Total capital expenditures $ 20,048 $ 18,401 $ 58,464 $ 61,061 March 31, 2023 June 30, 2022 Total assets: Supply Chain Services $ 1,355,552 $ 1,406,108 Performance Services 1,261,241 1,054,687 Corporate 896,047 896,336 Total assets 3,512,840 3,357,131 Eliminations (b) (323) (4) Total assets, net $ 3,512,517 $ 3,357,127 _________________________________ (a) Includes amortization of purchased intangible assets. (b) Includes eliminations of intersegment transactions which occur during the ordinary course of business. 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 less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expense and non-recurring or non-cash items and including equity in net income of unconsolidated affiliates. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations. 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 unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Income before income taxes $ 65,881 $ 53,763 $ 215,748 $ 277,701 Equity in net income of unconsolidated affiliates (a) (4,630) (3,991) (14,547) (17,165) Interest expense, net 4,269 2,804 11,759 8,465 Gain on FFF Put and Call Rights (b) — — — (64,110) Other (income) expense, net (2,954) 4,248 (3,720) 2,176 Operating income 62,566 56,824 209,240 207,067 Depreciation and amortization 20,275 21,408 65,153 62,874 Amortization of purchased intangible assets 11,916 11,151 35,415 32,890 Stock-based compensation (c) 6,709 14,149 16,859 38,229 Acquisition- and disposition-related expenses 6,294 3,115 11,592 10,282 Strategic initiative and financial restructuring-related expenses 1,942 5,540 10,988 9,314 Equity in net income of unconsolidated affiliates (a) 4,630 3,991 14,547 17,165 Deferred compensation plan expense (income) (d) 2,859 (3,994) 3,148 (1,923) Other reconciling items, net 95 4 260 9 Non-GAAP Adjusted EBITDA $ 117,286 $ 112,188 $ 367,202 $ 375,907 Segment Non-GAAP Adjusted EBITDA: Supply Chain Services (e) $ 122,040 $ 118,034 $ 371,228 $ 381,586 Performance Services (e) 25,018 26,552 87,587 89,277 Corporate (29,772) (32,398) (91,613) (94,956) Non-GAAP Adjusted EBITDA $ 117,286 $ 112,188 $ 367,202 $ 375,907 _________________________________ (a) Refer to Note 4 - Investments for more information. (b) Refer to Note 5 - Fair Value Measurements for more information. (c) Includes non-cash employee stock-based compensation expense and stock purchase plan expense of $0.1 million for both the three months ended March 31, 2023 and 2022 and $0.5 million and $0.4 million for the nine months ended March 31, 2023 and 2022, respectively. (d) Represents realized and unrealized gains and (losses) and dividend income on deferred compensation plan assets. (e) Includes intersegment revenue which is eliminated in consolidation. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information 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, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2022 Annual Report. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of 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. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-08”), which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The Company adopted ASU 2021-08 during the second quarter of fiscal 2023. The standard did not have a material impact on the Company’s financial statements nor its related disclosures. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table presents supplementary cash flows information for the nine months ended March 31, 2023 and 2022 (in thousands): Nine Months Ended March 31, 2023 2022 Supplemental schedule of non-cash investing and financing activities: Non-cash additions to property and equipment $ 5 $ 129 Non-cash investment in unconsolidated affiliates 7,800 — Accrued dividend equivalents 778 738 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments in Unconsolidated Affiliates | The Company’s investments in unconsolidated affiliates consisted of the following (in thousands): Equity in Net Income Three Months Ended Nine Months Ended Carrying Value March 31, March 31, March 31, 2023 June 30, 2022 2023 2022 2023 2022 FFF $ 136,584 $ 137,162 $ 1,370 $ 2,437 $ 9,075 $ 11,836 Exela 31,368 27,733 2,865 501 3,635 1,504 Qventus 16,000 16,000 — — — — Prestige 16,206 15,597 139 935 610 3,272 Other investments 30,142 19,053 256 118 1,227 553 Total investments $ 230,300 $ 215,545 $ 4,630 $ 3,991 $ 14,547 $ 17,165 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities | The following table represents the Company’s financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs March 31, 2023 Cash equivalents $ 76 $ 76 $ — $ — Deferred compensation plan assets 52,787 52,787 — — Total assets 52,863 52,863 — — Earn-out liabilities 27,174 — — 27,174 Total liabilities $ 27,174 $ — $ — $ 27,174 June 30, 2022 Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 52,718 52,718 — — Total assets 52,793 52,793 — — Earn-out liabilities 22,789 — — 22,789 Total liabilities $ 22,789 $ — $ — $ 22,789 |
Schedule of Fair Value Measurement Inputs and Valuation Assumptions | Input assumptions As of March 31, 2023 As of June 30, 2022 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.8 % 1.6 % _________________________________ (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. |
Schedule of Reconciliation of Earn-out Liabilities and FFF Put Rights | A reconciliation of the Company’s earn-out liabilities and FFF Put Right is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) (Gain)/Loss (b) Ending Balance Three Months Ended March 31, 2023 Earn-out liabilities $ 24,098 $ — $ 3,076 $ 27,174 Total Level 3 liabilities $ 24,098 $ — $ 3,076 $ 27,174 Three Months Ended March 31, 2022 Earn-out liabilities $ 24,139 $ — $ (945) $ 23,194 Total Level 3 liabilities $ 24,139 $ — $ (945) $ 23,194 Nine Months Ended March 31, 2023 Earn-out liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Total Level 3 liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Nine Months Ended March 31, 2022 Earn-out liabilities $ 24,249 $ — $ (1,055) $ 23,194 FFF put right 64,110 (64,110) — — Total Level 3 liabilities $ 88,359 $ (64,110) $ (1,055) $ 23,194 _________________________________ (a) Purchases for the nine months ended March 31, 2023 includes an earn-out which has not been earned or paid as of March 31, 2023. Settlements for the nine months ended March 31, 2022 includes non-cash gain recognized as a result the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. (b) A gain on level 3 liability balances will decrease the liability ending balance whereas a loss on level 3 liability balance will increase the liability ending balance. |
Schedule of Reconciliation of FFF Call Rights | A reconciliation of the Company’s earn-out liabilities and FFF Put Right is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) (Gain)/Loss (b) Ending Balance Three Months Ended March 31, 2023 Earn-out liabilities $ 24,098 $ — $ 3,076 $ 27,174 Total Level 3 liabilities $ 24,098 $ — $ 3,076 $ 27,174 Three Months Ended March 31, 2022 Earn-out liabilities $ 24,139 $ — $ (945) $ 23,194 Total Level 3 liabilities $ 24,139 $ — $ (945) $ 23,194 Nine Months Ended March 31, 2023 Earn-out liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Total Level 3 liabilities $ 22,789 $ 1,460 $ 2,925 $ 27,174 Nine Months Ended March 31, 2022 Earn-out liabilities $ 24,249 $ — $ (1,055) $ 23,194 FFF put right 64,110 (64,110) — — Total Level 3 liabilities $ 88,359 $ (64,110) $ (1,055) $ 23,194 _________________________________ (a) Purchases for the nine months ended March 31, 2023 includes an earn-out which has not been earned or paid as of March 31, 2023. Settlements for the nine months ended March 31, 2022 includes non-cash gain recognized as a result the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. (b) A gain on level 3 liability balances will decrease the liability ending balance whereas a loss on level 3 liability balance will increase the liability ending balance. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Total June 30, 2022 $ 388,502 $ 611,411 $ 999,913 Acquisition of businesses and assets — 69,160 69,160 March 31, 2023 $ 388,502 $ 680,571 $ 1,069,073 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): Useful Life March 31, 2023 June 30, 2022 Member relationships 14.7 years $ 386,100 $ 386,100 Provider network 15.0 years 106,500 — Technology 7.1 years 99,317 98,017 Customer relationships 9.4 years 57,930 47,830 Non-compete agreements 5.2 years 17,715 17,315 Trade names 6.7 years 18,920 17,210 Other (a) 9.3 years 9,233 7,682 Total intangible assets 695,715 574,154 Accumulated amortization (252,997) (217,582) Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): March 31, 2023 June 30, 2022 Supply Chain Services $ 277,641 $ 301,611 Performance Services (a) 165,077 54,961 Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): Useful Life March 31, 2023 June 30, 2022 Member relationships 14.7 years $ 386,100 $ 386,100 Provider network 15.0 years 106,500 — Technology 7.1 years 99,317 98,017 Customer relationships 9.4 years 57,930 47,830 Non-compete agreements 5.2 years 17,715 17,315 Trade names 6.7 years 18,920 17,210 Other (a) 9.3 years 9,233 7,682 Total intangible assets 695,715 574,154 Accumulated amortization (252,997) (217,582) Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): March 31, 2023 June 30, 2022 Supply Chain Services $ 277,641 $ 301,611 Performance Services (a) 165,077 54,961 Total intangible assets, net $ 442,718 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. |
Schedule of Estimated Aggregate Amortization Expense | The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2023 (a) $ 12,688 2024 49,761 2025 48,136 2026 46,892 2027 44,240 Thereafter 240,001 Total amortization expense $ 441,718 (a) As of March 31, 2023, estimated amortization expense is for the period from April 1, 2023 to June 30, 2023. |
DEBT AND NOTES PAYABLE (Tables)
DEBT AND NOTES PAYABLE (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Notes Payable | Long-term debt and notes payable consisted of the following (in thousands): March 31, 2023 June 30, 2022 Credit facility $ 235,000 $ 150,000 Notes payable to members, net of discount 225,814 298,994 Other notes payable 2,280 5,333 Total debt and notes payable 463,094 454,327 Less: current portion (335,472) (250,859) Total long-term debt and notes payable $ 127,622 $ 203,468 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Common Shares Used for Earnings Per Share | The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Numerator for basic earnings per share: Net income attributable to stockholders (a) $ 46,801 $ 38,415 $ 153,563 $ 235,964 Numerator for diluted earnings per share: Net income attributable to stockholders (a) $ 46,801 $ 38,415 $ 153,563 $ 235,964 Net loss attributable to non-controlling interest — — — 1,643 Net income for diluted earnings per share $ 46,801 $ 38,415 $ 153,563 $ 237,607 Denominator for earnings per share: Basic weighted average shares outstanding (b) 118,872 118,697 118,668 120,957 Effect of dilutive securities: (c) Stock options 76 98 103 225 Restricted stock 528 465 519 499 Performance share awards 340 553 542 621 Diluted weighted average shares and assumed conversions 119,816 119,813 119,832 122,302 Earnings per share attributable to stockholders: Basic $ 0.39 $ 0.32 $ 1.29 $ 1.95 Diluted $ 0.39 $ 0.32 $ 1.28 $ 1.94 _________________________________ (a) Net income attributable to stockholders was calculated as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net income $ 48,649 $ 39,069 $ 155,982 $ 237,607 Net income attributable to non-controlling interest (1,848) (654) (2,419) (1,643) Net income attributable to stockholders $ 46,801 $ 38,415 $ 153,563 $ 235,964 (b) Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Class A common stock for the three and nine months ended March 31, 2023 and 2022. (c) The effect of 0.3 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect for both the three and nine months ended March 31, 2023. Additionally, for the three and nine months ended March 31, 2023, the effect of 0.4 million and 0.3 million performance share awards, respectively, was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the three and nine months ended March 31, 2022, the effect of 0.3 million and 0.6 million stock options and restricted stock units, respectively, was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect. Additionally, for the nine months ended March 31, 2022, the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense and Resulting Tax Benefits | Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Pre-tax stock-based compensation expense $ 6,560 $ 14,004 $ 16,375 $ 37,792 Less: deferred tax benefit (a) 2,400 3,288 4,407 8,013 Total stock-based compensation expense, net of tax $ 4,160 $ 10,716 $ 11,968 $ 29,779 _________________________________ (a) For the three and nine months ended March 31, 2023, the deferred tax benefit was reduced by $0.7 million and $0.2 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017. |
Schedule of Information Related to Restricted Stock | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2023: 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, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 419,519 36.69 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (24,351) 32.84 Forfeited (72,268) 35.81 (81,350) 33.41 (2,906) 35.65 Outstanding at March 31, 2023 1,290,810 $ 35.78 1,493,711 $ 33.09 869,097 $ 30.30 Stock options outstanding and exercisable at March 31, 2023 869,097 $ 30.30 |
Schedule of Information Related to Performance Share Awards | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2023: 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, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 419,519 36.69 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (24,351) 32.84 Forfeited (72,268) 35.81 (81,350) 33.41 (2,906) 35.65 Outstanding at March 31, 2023 1,290,810 $ 35.78 1,493,711 $ 33.09 869,097 $ 30.30 Stock options outstanding and exercisable at March 31, 2023 869,097 $ 30.30 |
Schedule of Information Related to Stock Options | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2023: 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, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 419,519 36.69 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (24,351) 32.84 Forfeited (72,268) 35.81 (81,350) 33.41 (2,906) 35.65 Outstanding at March 31, 2023 1,290,810 $ 35.78 1,493,711 $ 33.09 869,097 $ 30.30 Stock options outstanding and exercisable at March 31, 2023 869,097 $ 30.30 |
Schedule of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense at March 31, 2023 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 23,381 1.8 years Performance share awards 22,830 1.8 years Total unrecognized stock-based compensation expense $ 46,211 1.8 years |
Schedule of Aggregate Intrinsic Value of Stock Options | The aggregate intrinsic value of stock options at March 31, 2023 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 2,325 Exercised during the nine months ended March 31, 2023 78 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancellable operating leases with initial lease terms in excess of one year were as follows (in thousands): March 31, 2023 June 30, 2022 2023 (a) $ 2,406 $ 12,131 2024 12,381 12,267 2025 12,389 12,301 2026 9,005 9,005 2027 1,324 1,323 Total future minimum lease payments 37,505 47,027 Less: imputed interest 2,281 3,445 Total operating lease liabilities (b) $ 35,224 $ 43,582 _________________________________ (a) As of March 31, 2023, future minimum lease payments are for the period from April 1, 2023 to June 30, 2023. (b) As of March 31, 2023, total operating lease liabilities included $9.8 million within other current liabilities in the Condensed Consolidated Balance Sheets. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table presents disaggregated revenue by business segment and underlying source (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net revenue: Supply Chain Services Net administrative fees $ 148,441 $ 148,396 $ 452,870 $ 448,261 Software licenses, other services and support 11,032 8,914 35,963 27,165 Services and software licenses 159,473 157,310 488,833 475,426 Products 57,212 93,629 183,066 323,825 Total Supply Chain Services (a) 216,685 250,939 671,899 799,251 Performance Services Software licenses, other services and support SaaS-based products subscriptions 44,685 49,347 142,097 144,357 Consulting services 22,087 16,342 57,963 46,440 Software licenses 14,400 12,169 51,197 44,033 Other (b) 24,384 19,045 72,603 58,132 Total Performance Services (a) 105,556 96,903 323,860 292,962 Total segment net revenue 322,241 347,842 995,759 1,092,213 Eliminations (a) (9) (9) (28) (18) Net revenue $ 322,232 $ 347,833 $ 995,731 $ 1,092,195 _________________________________ (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. (b) Includes revenue from Contigo Health, Remitra and other PINC AI revenue. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Depreciation and amortization expense (a) : Supply Chain Services $ 13,002 $ 14,114 $ 40,862 $ 40,710 Performance Services 17,189 16,163 53,407 48,349 Corporate 2,000 2,282 6,299 6,705 Total depreciation and amortization expense $ 32,191 $ 32,559 $ 100,568 $ 95,764 Capital expenditures: Supply Chain Services $ 6,571 $ 6,740 $ 19,586 $ 22,212 Performance Services 13,311 10,926 38,576 34,312 Corporate 166 735 302 4,537 Total capital expenditures $ 20,048 $ 18,401 $ 58,464 $ 61,061 March 31, 2023 June 30, 2022 Total assets: Supply Chain Services $ 1,355,552 $ 1,406,108 Performance Services 1,261,241 1,054,687 Corporate 896,047 896,336 Total assets 3,512,840 3,357,131 Eliminations (b) (323) (4) Total assets, net $ 3,512,517 $ 3,357,127 _________________________________ (a) Includes amortization of purchased intangible assets. (b) Includes eliminations of intersegment transactions which occur during the ordinary course of business. |
Schedule of Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA | A reconciliation of income before income taxes to unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Income before income taxes $ 65,881 $ 53,763 $ 215,748 $ 277,701 Equity in net income of unconsolidated affiliates (a) (4,630) (3,991) (14,547) (17,165) Interest expense, net 4,269 2,804 11,759 8,465 Gain on FFF Put and Call Rights (b) — — — (64,110) Other (income) expense, net (2,954) 4,248 (3,720) 2,176 Operating income 62,566 56,824 209,240 207,067 Depreciation and amortization 20,275 21,408 65,153 62,874 Amortization of purchased intangible assets 11,916 11,151 35,415 32,890 Stock-based compensation (c) 6,709 14,149 16,859 38,229 Acquisition- and disposition-related expenses 6,294 3,115 11,592 10,282 Strategic initiative and financial restructuring-related expenses 1,942 5,540 10,988 9,314 Equity in net income of unconsolidated affiliates (a) 4,630 3,991 14,547 17,165 Deferred compensation plan expense (income) (d) 2,859 (3,994) 3,148 (1,923) Other reconciling items, net 95 4 260 9 Non-GAAP Adjusted EBITDA $ 117,286 $ 112,188 $ 367,202 $ 375,907 Segment Non-GAAP Adjusted EBITDA: Supply Chain Services (e) $ 122,040 $ 118,034 $ 371,228 $ 381,586 Performance Services (e) 25,018 26,552 87,587 89,277 Corporate (29,772) (32,398) (91,613) (94,956) Non-GAAP Adjusted EBITDA $ 117,286 $ 112,188 $ 367,202 $ 375,907 _________________________________ (a) Refer to Note 4 - Investments for more information. (b) Refer to Note 5 - Fair Value Measurements for more information. (c) Includes non-cash employee stock-based compensation expense and stock purchase plan expense of $0.1 million for both the three months ended March 31, 2023 and 2022 and $0.5 million and $0.4 million for the nine months ended March 31, 2023 and 2022, respectively. (d) Represents realized and unrealized gains and (losses) and dividend income on deferred compensation plan assets. (e) Includes intersegment revenue which is eliminated in consolidation. |
ORGANIZATION - Narrative (Detai
ORGANIZATION - Narrative (Details) | 9 Months Ended |
Mar. 31, 2023 brand segment | |
Segment Reporting Information [Line Items] | |
Number of business segments | segment | 2 |
Performance Services | |
Segment Reporting Information [Line Items] | |
Number of sub-brands | brand | 3 |
ORGANIZATION - Supplementary Ca
ORGANIZATION - Supplementary Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Non-cash additions to property and equipment | $ 5 | $ 129 |
Non-cash investment in unconsolidated affiliates | 7,800 | 0 |
Accrued dividend equivalents | $ 778 | $ 738 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) $ in Thousands | Oct. 13, 2022 USD ($) provider | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) |
Asset Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 1,069,073 | $ 999,913 | |
TRPN Transferred Assets | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Number of TRPN contracts | provider | 900,000 | ||
Transferring cash | $ 177,500 | ||
Escrow account satisfy indemnification obligations | 17,800 | ||
Fair value of intangible assets acquired | 116,600 | ||
Goodwill | $ 60,900 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | $ 230,300 | $ 230,300 | $ 215,545 | ||
Equity in Net Income | 4,630 | $ 3,991 | 14,547 | $ 17,165 | |
FFF | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 136,584 | 136,584 | 137,162 | ||
Equity in Net Income | 1,370 | 2,437 | 9,075 | 11,836 | |
Exela | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 31,368 | 31,368 | 27,733 | ||
Equity in Net Income | 2,865 | 501 | 3,635 | 1,504 | |
Qventus | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 16,000 | 16,000 | 16,000 | ||
Equity in Net Income | 0 | 0 | 0 | 0 | |
Prestige | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 16,206 | 16,206 | 15,597 | ||
Equity in Net Income | 139 | 935 | 610 | 3,272 | |
Other investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 30,142 | 30,142 | $ 19,053 | ||
Equity in Net Income | $ 256 | $ 118 | $ 1,227 | $ 553 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Millions | Mar. 03, 2023 USD ($) | Mar. 31, 2023 health_system | Jun. 30, 2022 |
FFF | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 49% | 49% | |
Liquidation preference value | $ | $ 32.3 | ||
FFF | Class B Common Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Increase in liquidation preference | $ | $ 24.8 | ||
ExPre Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 15% | ||
Number of member health systems | health_system | 11 | ||
PRAM Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 26% | ||
Number of member health systems | health_system | 16 | ||
Qventus | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 7% | ||
ExPre Holdings, LLC | Exela | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 6% | ||
PRAM Holdings, LLC | Prestige | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest through subsidiary (as a percent) | 20% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 76 | $ 75 |
Deferred compensation plan assets | 52,787 | 52,718 |
Total assets | 52,863 | 52,793 |
Earn-out liabilities | 27,174 | 22,789 |
Total liabilities | 27,174 | 22,789 |
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 | 76 | 75 |
Deferred compensation plan assets | 52,787 | 52,718 |
Total assets | 52,863 | 52,793 |
Earn-out liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
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 | 0 |
Earn-out liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Earn-out liabilities | 27,174 | 22,789 |
Total liabilities | $ 27,174 | $ 22,789 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 9 Months Ended | ||
Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Aug. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assumed market interest rate (percent) | 1.60% | 1.60% | |
Notes payable to members, net of discount | Notes Payable, Other Payables | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Imputed interest (percent) | 1.80% | ||
Debt discount | $ 5,200,000 | $ 9,100,000 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | 23,000,000 | 22,800,000 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | $ 0 | $ 30,000,000 | |
Credit spread | Valuation Technique, Estimated Future Earnings | Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out input assumptions (percent) | 0.018 | 0.016 | |
FFF Call Right | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Call right, exercisable term, key event (in days) | 180 days | ||
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
FFF call right | $ 0 | $ 0 | |
Earn-out liabilities | 27,174,000 | 22,789,000 | |
Level 1 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | 0 | 0 | |
Level 1 | Prepaid Expenses and Other Current Assets | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Current portion of deferred compensation plan assets | 5,100,000 | 5,300,000 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Imputed interest (percent) | 1.80% | ||
Notes payable, difference between fair value and carrying value | 100,000 | ||
Level 2 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Input Assumptions (Details) - Valuation Technique, Estimated Future Earnings - Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Mar. 31, 2023 | Jun. 30, 2022 |
Probability of transferred member renewal percentage less than 50% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.050 | 0.050 |
Probability of transferred member renewal percentage between 50% and 65% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.100 | 0.100 |
Probability of transferred member renewal percentage between 65% and 80% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.250 | 0.250 |
Probability of transferred member renewal percentage greater than 80% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.600 | 0.600 |
Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.018 | 0.016 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | $ 24,098 | $ 24,139 | $ 22,789 | $ 88,359 |
Purchases (Settlements) | 0 | 0 | 1,460 | (64,110) |
(Gain) Loss | 3,076 | (945) | 2,925 | (1,055) |
Ending Balance | $ 27,174 | $ 23,194 | $ 27,174 | $ 23,194 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | Nonoperating Income (Expense) | Nonoperating Income (Expense) | Nonoperating Income (Expense) |
Earn-out liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | $ 24,098 | $ 24,139 | $ 22,789 | $ 24,249 |
Purchases (Settlements) | 0 | 0 | 1,460 | 0 |
(Gain) Loss | 3,076 | (945) | 2,925 | (1,055) |
Ending Balance | $ 27,174 | 23,194 | $ 27,174 | 23,194 |
FFF put right | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | 64,110 | |||
Purchases (Settlements) | (64,110) | |||
(Gain) Loss | 0 | |||
Ending Balance | $ 0 | $ 0 |
CONTRACT BALANCES - Contract As
CONTRACT BALANCES - Contract Assets, Deferred Revenue and Capitalized Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue recognized | $ 25.5 | |||
Revenue recognized from performance obligations satisfied in previous periods | $ 5.4 | $ 5.7 | 3.9 | $ 3.6 |
Revenue recognized associated with revised forecasts underlying contracts with variable consideration components | (0.7) | 0.3 | (2.7) | 0.3 |
Administrative Fees | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue recognized associated with a change in net administration fee revenue | $ 6.1 | $ 5.4 | $ 6.6 | $ 3.3 |
CONTRACT BALANCES - Remaining P
CONTRACT BALANCES - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Transaction price allocated to remaining performance obligation | $ 701.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be satisfied (percent) | 40% |
Remaining performance obligation satisfaction period (in months) | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be satisfied (percent) | 23% |
Remaining performance obligation satisfaction period (in months) | 12 months |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 999,913 |
Acquisition of businesses and assets | 69,160 |
Goodwill ending balance | 1,069,073 |
Supply Chain Services | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 388,502 |
Acquisition of businesses and assets | 0 |
Goodwill ending balance | 388,502 |
Performance Services | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 611,411 |
Acquisition of businesses and assets | 69,160 |
Goodwill ending balance | $ 680,571 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 695,715 | $ 574,154 |
Accumulated amortization | (252,997) | (217,582) |
Total intangible assets, net | 442,718 | 356,572 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset | $ 1,000 | |
Member relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 14 years 8 months 12 days | |
Total intangible assets | $ 386,100 | 386,100 |
Provider network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | |
Total intangible assets | $ 106,500 | 0 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years 1 month 6 days | |
Total intangible assets | $ 99,317 | 98,017 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 9 years 4 months 24 days | |
Total intangible assets | $ 57,930 | 47,830 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years 2 months 12 days | |
Total intangible assets | $ 17,715 | 17,315 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years 8 months 12 days | |
Total intangible assets | $ 18,920 | 17,210 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 9 years 3 months 18 days | |
Total intangible assets | $ 9,233 | $ 7,682 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | $ 442,718 | $ 356,572 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset | 1,000 | |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | 277,641 | 301,611 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | $ 165,077 | $ 54,961 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 13, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | |||||
Intangible asset amortization | $ 11,916 | $ 11,151 | $ 35,415 | $ 32,890 | |
TRPN Transferred Assets | |||||
Goodwill [Line Items] | |||||
Fair value of intangible assets acquired | $ 116,600 | ||||
Weighted average useful life of the acquired intangible assets | 14 years 1 month 6 days | ||||
TRPN Transferred Assets | Provider network | |||||
Goodwill [Line Items] | |||||
Fair value of intangible assets acquired | $ 106,500 | ||||
Weighted average useful life of the acquired intangible assets | 15 years |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Aggregate Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 12,688 |
2024 | 49,761 |
2025 | 48,136 |
2026 | 46,892 |
2027 | 44,240 |
Thereafter | 240,001 |
Total intangible assets, net | $ 441,718 |
DEBT AND NOTES PAYABLE - Schedu
DEBT AND NOTES PAYABLE - Schedule of Long-Term Debt and Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 463,094 | $ 454,327 |
Less: current portion | (335,472) | (250,859) |
Total long-term debt and notes payable | 127,622 | 203,468 |
Credit facility | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 235,000 | 150,000 |
Notes Payable | Notes payable to members, net of discount | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 225,814 | 298,994 |
Notes Payable | Other notes payable | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 2,280 | $ 5,333 |
DEBT AND NOTES PAYABLE - Credit
DEBT AND NOTES PAYABLE - Credit Facility (Narrative) (Details) | 1 Months Ended | 4 Months Ended | 9 Months Ended | ||||
Dec. 12, 2022 USD ($) extension | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Nov. 09, 2018 USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Outstanding borrowings | $ 463,094,000 | $ 463,094,000 | $ 454,327,000 | ||||
Proceeds from credit facility | 350,000,000 | $ 300,000,000 | |||||
Payments on credit facility | $ 265,000,000 | $ 125,000,000 | |||||
Credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of available extensions | extension | 2 | ||||||
Duration of each available extension | 1 year | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||||
Additional borrowing capacity | 350,000,000 | ||||||
Debt instrument carrying amount | 331,300,000 | ||||||
Credit facility, unused capacity commitment fee (percent) | 0.125% | ||||||
Weighted average interest rate | 6.195% | 6.195% | |||||
Indebtedness or guarantee threshold | $ 75,000,000 | ||||||
Outstanding borrowings | $ 235,000,000 | $ 235,000,000 | |||||
Available borrowing capacity | $ 765,000,000 | 765,000,000 | |||||
Proceeds from credit facility | 65,000,000 | ||||||
Payments on credit facility | $ 130,000,000 | ||||||
Credit facility | Subsequent Event | |||||||
Line of Credit Facility [Line Items] | |||||||
Payments on credit facility | $ 60,000,000 | ||||||
Credit facility | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, unused capacity commitment fee (percent) | 0.125% | ||||||
Credit facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, unused capacity commitment fee (percent) | 0.225% | ||||||
Credit facility | SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.10% | ||||||
Interest rate (percent) | 6.152% | 6.152% | |||||
Credit facility | SOFR | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Credit facility | SOFR | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Credit facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Credit facility | One-Month Adjusted Secured Overnight Financing Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Credit facility | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 0% | ||||||
Interest rate (percent) | 8.25% | 8.25% | |||||
Credit facility | Base Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.25% | ||||||
Credit facility | Base Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
Letters of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||
Swing Line Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
Prior Loan Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from credit facility | $ 285,000,000 | ||||||
Payments on credit facility | $ 135,000,000 |
DEBT AND NOTES PAYABLE - Notes
DEBT AND NOTES PAYABLE - Notes Payable (Narrative) (Details) - Notes Payable - USD ($) $ in Millions | 9 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2022 | Aug. 31, 2020 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Notes payable, stated maturity period | 3 years | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Notes payable, stated maturity period | 5 years | ||
Notes payable to members, net of discount | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 225.8 | $ 299 | |
Debt discount | 5.2 | 9.1 | |
Notes payable included in current portion of long-term debt | 99.2 | 97.8 | |
Imputed interest (percent) | 1.80% | ||
Other notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable | 2.3 | 5.3 | |
Notes payable included in current portion of long-term debt | $ 1.3 | $ 3.1 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||||||
Apr. 27, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Jun. 30, 2022 | |
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends declared (in dollars per share) | $ 0.21 | ||||||||
Class A Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock outstanding (in shares) | 118,880,307 | 118,880,307 | 118,052,235 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Dividends declared (in dollars per share) | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.20 | $ 0.20 | $ 0.20 | |||
Per share amount of dividends (in dollars per share) | $ 0.21 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of the Numerator and Denominator Used for Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator for basic earnings per share: | ||||||||
Net income attributable to stockholders | $ 46,801 | $ 38,415 | $ 153,563 | $ 235,964 | ||||
Numerator for diluted earnings per share: | ||||||||
Net income attributable to stockholders | 46,801 | 38,415 | 153,563 | 235,964 | ||||
Net loss attributable to non-controlling interest | 0 | 0 | 0 | 1,643 | ||||
Net income for diluted earnings per share | $ 46,801 | $ 38,415 | $ 153,563 | $ 237,607 | ||||
Denominator for earnings per share: | ||||||||
Basic weighted average shares outstanding (in shares) | 118,872 | 118,697 | 118,668 | 120,957 | ||||
Effect of dilutive securities: | ||||||||
Diluted weighted average shares and assumed conversions (in shares) | 119,816 | 119,813 | 119,832 | 122,302 | ||||
Earnings per share attributable to stockholders: | ||||||||
Basic (in dollars per share) | $ 0.39 | $ 0.32 | $ 1.29 | $ 1.95 | ||||
Diluted (in dollars per share) | $ 0.39 | $ 0.32 | $ 1.28 | $ 1.94 | ||||
Net income | $ 48,649 | $ 64,374 | $ 42,959 | $ 39,069 | $ 77,232 | $ 121,306 | $ 155,982 | $ 237,607 |
Net income attributable to non-controlling interest | (1,848) | (654) | (2,419) | (1,643) | ||||
Net income attributable to stockholders | $ 46,801 | $ 38,415 | $ 153,563 | $ 235,964 | ||||
Stock options | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities (in shares) | 76 | 98 | 103 | 225 | ||||
Restricted stock | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities (in shares) | 528 | 465 | 519 | 499 | ||||
Performance share awards | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities (in shares) | 340 | 553 | 542 | 621 | ||||
Earnings per share attributable to stockholders: | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 400 | 300 | 300 | |||||
Options and Restricted Stock Units | ||||||||
Earnings per share attributable to stockholders: | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 300 | 300 | 300 | 600 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected effective income tax rate (percent) | 26% | 26% |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized for grant (up to) (in shares) | 14.8 | |
Number of shares available for grant (in shares) | 3.9 | |
Unrecognized Stock-Based Compensation Expense | $ 46,211 | |
Restricted Stock | 2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Stock-Based Compensation Expense | $ 23,381 | |
Performance share awards | 2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
Unrecognized Stock-Based Compensation Expense | $ 22,830 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Stock-Based Compensation Expense | $ 0 | |
Stock options | 2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
Stock options, expiration period | 10 years | |
Stock options | 2013 Equity Incentive Plan | Share-Based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, expiration period | 12 months | |
Stock options | 2013 Equity Incentive Plan | Share-Based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, expiration period | 90 days | |
Employee | Restricted Stock | 2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
Director | Restricted Stock | 2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense and Resulting Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Pre-tax stock-based compensation expense | $ 6,560 | $ 14,004 | $ 16,375 | $ 37,792 |
Less: deferred tax benefit | 2,400 | 3,288 | 4,407 | 8,013 |
Total stock-based compensation expense, net of tax | 4,160 | $ 10,716 | 11,968 | $ 29,779 |
Decrease in deferred tax benefit | $ 700 | $ 200 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Information Related to Restricted Stock, Performance Share Awards and Stock Options (Details) - 2013 Equity Incentive Plan | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock | |
Number of Awards | |
Outstanding, beginning balance (in shares) | shares | 1,201,130 |
Granted (in shares) | shares | 419,519 |
Vested/exercised (in shares) | shares | (257,571) |
Forfeited (in shares) | shares | (72,268) |
Outstanding, ending balance (in shares) | shares | 1,290,810 |
Weighted Average Fair Value at Grant Date | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 35.59 |
Granted (in dollars per share) | $ / shares | 36.69 |
Vested/exercised (in dollars per share) | $ / shares | 36.37 |
Forfeited (in dollars per share) | $ / shares | 35.81 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 35.78 |
Performance Share Awards | |
Number of Awards | |
Outstanding, beginning balance (in shares) | shares | 1,578,795 |
Granted (in shares) | shares | 823,009 |
Vested/exercised (in shares) | shares | (826,743) |
Forfeited (in shares) | shares | (81,350) |
Outstanding, ending balance (in shares) | shares | 1,493,711 |
Weighted Average Fair Value at Grant Date | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 33.66 |
Granted (in dollars per share) | $ / shares | 35.34 |
Vested/exercised (in dollars per share) | $ / shares | 36.35 |
Forfeited (in dollars per share) | $ / shares | 33.41 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 33.09 |
Stock options | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 896,354 |
Granted (in shares) | shares | 0 |
Vested/exercised (in shares) | shares | (24,351) |
Forfeited (in shares) | shares | (2,906) |
Outstanding, ending balance (in shares) | shares | 869,097 |
Stock options outstanding and exercisable (in shares) | shares | 869,097 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 30.38 |
Granted (in dollars per share) | $ / shares | 0 |
Vested/exercised (in dollars per share) | $ / shares | 32.84 |
Forfeited (in dollars per share) | $ / shares | 35.65 |
Outstanding, ending balance (in dollars per share) | $ / shares | 30.30 |
Stock options outstanding and exercisable (in dollars per share) | $ / shares | $ 30.30 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Unrecognized Stock-Based Compensation Expense (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 0 |
2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 46,211 |
Weighted Average Amortization Period | 1 year 9 months 18 days |
2013 Equity Incentive Plan | Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 23,381 |
Weighted Average Amortization Period | 1 year 9 months 18 days |
2013 Equity Incentive Plan | Performance share awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 22,830 |
Weighted Average Amortization Period | 1 year 9 months 18 days |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Aggregate Intrinsic Value of Stock Options (Details) - 2013 Equity Incentive Plan $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and exercisable | $ 2,325 |
Exercised during the nine months ended March 31, 2023 | $ 78 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense | $ 17,232 | $ 14,694 | $ 59,766 | $ 40,094 |
Effective tax rate (percent) | 26% | 27% | 28% | 14% |
Tax liabilities included within other current liabilities | $ 52,300 | $ 52,300 | ||
Pro Forma | ||||
Income Tax Contingency [Line Items] | ||||
Effective tax rate (percent) | 25% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating lease expense | $ 2,500 | $ 2,500 | $ 7,500 | $ 7,600 | |
Weighted average remaining lease term (in years) | 3 years 1 month 6 days | 3 years 1 month 6 days | |||
Weighted average discount rate (percent) | 4% | 4% | |||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||||
Remainder of the year | $ 2,406 | $ 2,406 | |||
Year one | 12,381 | 12,381 | $ 12,131 | ||
Year two | 12,389 | 12,389 | 12,267 | ||
Year three | 9,005 | 9,005 | 12,301 | ||
Year four | 1,324 | 1,324 | 9,005 | ||
Year five | 1,323 | ||||
Total future minimum lease payments | 37,505 | 37,505 | 47,027 | ||
Less: imputed interest | 2,281 | 2,281 | 3,445 | ||
Total operating lease liabilities | $ 35,224 | $ 35,224 | $ 43,582 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |||
Operating lease liability included in other liabilities, current | $ 9,800 | $ 9,800 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 9 Months Ended |
Mar. 31, 2023 brand segment | |
Segment Reporting Information [Line Items] | |
Number of reportable business segments | segment | 2 |
Performance Services | |
Segment Reporting Information [Line Items] | |
Number of sub-brands | brand | 3 |
SEGMENTS - Schedule of Segment
SEGMENTS - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 322,232 | $ 347,833 | $ 995,731 | $ 1,092,195 | |
Total depreciation and amortization expense | 32,191 | 32,559 | 100,568 | 95,764 | |
Total capital expenditures | 20,048 | 18,401 | 58,464 | 61,061 | |
Total assets | 3,512,517 | 3,512,517 | $ 3,357,127 | ||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 322,241 | 347,842 | 995,759 | 1,092,213 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total depreciation and amortization expense | 2,000 | 2,282 | 6,299 | 6,705 | |
Total capital expenditures | 166 | 735 | 302 | 4,537 | |
Total assets | 896,047 | 896,047 | 896,336 | ||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | (9) | (9) | (28) | (18) | |
Total assets | (323) | (323) | (4) | ||
Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 216,685 | 250,939 | 671,899 | 799,251 | |
Total depreciation and amortization expense | 13,002 | 14,114 | 40,862 | 40,710 | |
Total capital expenditures | 6,571 | 6,740 | 19,586 | 22,212 | |
Total assets | 1,355,552 | 1,355,552 | 1,406,108 | ||
Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 105,556 | 96,903 | 323,860 | 292,962 | |
Total depreciation and amortization expense | 17,189 | 16,163 | 53,407 | 48,349 | |
Total capital expenditures | 13,311 | 10,926 | 38,576 | 34,312 | |
Total assets | 1,261,241 | 1,261,241 | 1,054,687 | ||
Operating Segments and Corporate Non-segment | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 3,512,840 | 3,512,840 | $ 3,357,131 | ||
Net administrative fees | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 148,441 | 148,396 | 452,870 | 448,261 | |
Net administrative fees | Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 148,441 | 148,396 | 452,870 | 448,261 | |
Software licenses, other services and support | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 116,579 | 105,808 | 359,795 | 320,109 | |
Software licenses, other services and support | Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 11,032 | 8,914 | 35,963 | 27,165 | |
Services and software licenses | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 265,020 | 254,204 | 812,665 | 768,370 | |
Services and software licenses | Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 159,473 | 157,310 | 488,833 | 475,426 | |
Products | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 57,212 | 93,629 | 183,066 | 323,825 | |
Products | Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 57,212 | 93,629 | 183,066 | 323,825 | |
SaaS-based products subscriptions | Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 44,685 | 49,347 | 142,097 | 144,357 | |
Consulting services | Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 22,087 | 16,342 | 57,963 | 46,440 | |
Software licenses | Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 14,400 | 12,169 | 51,197 | 44,033 | |
Other | Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 24,384 | $ 19,045 | $ 72,603 | $ 58,132 |
SEGMENTS - Reconciliation of In
SEGMENTS - Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Income before income taxes | $ 65,881 | $ 53,763 | $ 215,748 | $ 277,701 |
Equity in net income of unconsolidated affiliates | (4,630) | (3,991) | (14,547) | (17,165) |
Interest expense, net | 4,269 | 2,804 | 11,759 | 8,465 |
Gain on FFF Put and Call Rights | 0 | 0 | 0 | (64,110) |
Other (income) expense, net | (2,954) | 4,248 | (3,720) | 2,176 |
Operating income | 62,566 | 56,824 | 209,240 | 207,067 |
Depreciation and amortization | 20,275 | 21,408 | 65,153 | 62,874 |
Amortization of purchased intangible assets | 11,916 | 11,151 | 35,415 | 32,890 |
Stock-based compensation | 6,709 | 14,149 | 16,859 | 38,229 |
Acquisition- and disposition-related expenses | 6,294 | 3,115 | 11,592 | 10,282 |
Strategic initiative and financial restructuring-related expenses | 1,942 | 5,540 | 10,988 | 9,314 |
Equity in net income of unconsolidated affiliates | 4,630 | 3,991 | 14,547 | 17,165 |
Deferred compensation plan expense (income) | 2,859 | (3,994) | 3,148 | (1,923) |
Other reconciling items, net | 95 | 4 | 260 | 9 |
Non-GAAP Adjusted EBITDA | 117,286 | 112,188 | 367,202 | 375,907 |
Employee Stock Purchase Plan (ESPP) | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation | 100 | 100 | 500 | 400 |
Operating Segments | Supply Chain Services | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | 122,040 | 118,034 | 371,228 | 381,586 |
Operating Segments | Performance Services | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | 25,018 | 26,552 | 87,587 | 89,277 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | $ (29,772) | $ (32,398) | $ (91,613) | $ (94,956) |