Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 17, 2018 | Dec. 31, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | PREMIER, INC. | ||
Entity Central Index Key | 1,577,916 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,518.1 | ||
Class A Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 53,271,621 | ||
Class B Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 79,519,233 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Assets | ||
Cash and cash equivalents | $ 152,386 | $ 156,735 |
Accounts receivable (net of $1,841 and $1,812 allowance for doubtful accounts, respectively) | 185,874 | 159,745 |
Inventory | 66,139 | 50,426 |
Prepaid expenses and other current assets | 23,325 | 35,164 |
Due from related parties | 894 | 6,742 |
Total current assets | 428,618 | 408,812 |
Property and equipment (net of $297,591 and $236,460 accumulated depreciation, respectively) | 206,693 | 187,365 |
Intangible assets (net of $153,635 and $99,198 accumulated amortization, respectively) | 322,115 | 377,962 |
Goodwill | 906,545 | 906,545 |
Deferred income tax assets | 305,624 | 482,484 |
Deferred compensation plan assets | 44,577 | 41,518 |
Investments in unconsolidated affiliates | 94,053 | 92,879 |
Other assets | 3,991 | 10,271 |
Total assets | 2,312,216 | 2,507,836 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 60,130 | 42,815 |
Accrued expenses | 64,257 | 55,857 |
Revenue share obligations | 78,999 | 72,078 |
Limited partners' distribution payable | 15,465 | 24,951 |
Accrued compensation and benefits | 64,112 | 53,506 |
Deferred revenue | 39,785 | 44,443 |
Current portion of tax receivable agreements | 17,925 | 17,925 |
Current portion of long-term debt | 100,250 | 227,993 |
Other liabilities | 7,959 | 32,019 |
Total current liabilities | 448,882 | 571,587 |
Long-term debt, less current portion | 6,962 | 6,279 |
Tax receivable agreements, less current portion | 237,176 | 321,796 |
Deferred compensation plan obligations | 44,577 | 41,518 |
Deferred tax liabilities | 17,569 | 48,227 |
Other liabilities | 63,704 | 42,099 |
Total liabilities | 818,870 | 1,031,506 |
Redeemable limited partners' capital | 2,920,410 | 3,138,583 |
Stockholders' deficit: | ||
Treasury stock, at cost; 4,769,556 shares | (150,058) | 0 |
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (1,277,581) | (1,662,772) |
Accumulated other comprehensive income (loss) | 0 | 0 |
Total stockholders' deficit | (1,427,064) | (1,662,253) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 2,312,216 | 2,507,836 |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | 575 | 519 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Allowance for doubtful accounts | $ 1,841 | $ 1,812 |
Accumulated depreciation | 297,591 | 236,460 |
Accumulated amortization | $ 153,635 | $ 99,198 |
Treasury stock (shares) | 4,769,556 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (shares) | 500,000,000 | 500,000,000 |
Common stock issued (shares) | 57,530,733 | 51,943,281 |
Common stock outstanding (shares) | 52,761,177 | 51,943,281 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock authorized (shares) | 600,000,000 | 600,000,000 |
Common stock issued (shares) | 80,335,701 | 87,298,888 |
Common stock outstanding (shares) | 80,335,701 | 87,298,888 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net revenue: | |||
Net administrative fees | $ 643,839 | $ 557,468 | $ 498,394 |
Other services and support | 372,133 | 363,087 | 337,554 |
Services | 1,015,972 | 920,555 | 835,948 |
Products | 645,284 | 534,118 | 326,646 |
Net revenue | 1,661,256 | 1,454,673 | 1,162,594 |
Cost of revenue: | |||
Services | 187,399 | 182,775 | 163,240 |
Products | 610,892 | 497,273 | 293,816 |
Cost of revenue | 798,291 | 680,048 | 457,056 |
Gross profit | 862,965 | 774,625 | 705,538 |
Remeasurement of tax receivable agreement liabilities | 177,174 | 5,447 | 4,818 |
Other operating income | 177,174 | 5,447 | 4,818 |
Operating expenses: | |||
Selling, general and administrative | 443,639 | 410,918 | 408,429 |
Research and development | 1,423 | 3,107 | 2,925 |
Amortization of purchased intangible assets | 55,447 | 48,327 | 33,054 |
Operating expenses | 500,509 | 462,352 | 444,408 |
Operating income | 539,630 | 317,720 | 265,948 |
Remeasurement gain attributable to acquisition of Innovatix, LLC | 0 | 205,146 | 0 |
Equity in net income of unconsolidated affiliates | 1,174 | 14,745 | 21,647 |
Interest and investment income (loss), net | (5,300) | (4,512) | (1,021) |
Loss on disposal of long-lived assets | (2,376) | (2,422) | 0 |
Other income (expense) | (16,324) | 614 | (1,692) |
Other income (expense), net | (22,826) | 213,571 | 18,934 |
Income before income taxes | 516,804 | 531,291 | 284,882 |
Income tax expense | 259,234 | 81,814 | 49,721 |
Net income | 257,570 | 449,477 | 235,161 |
Net income attributable to non-controlling interest in Premier LP | (224,269) | (336,052) | (193,547) |
Adjustment of redeemable limited partners' capital to redemption amount | 157,581 | (37,176) | 776,750 |
Net income attributable to stockholders | $ 190,882 | $ 76,249 | $ 818,364 |
Weighted average shares outstanding: | |||
Basic (shares) | 53,518 | 49,654 | 42,368 |
Diluted (shares) | 137,340 | 50,374 | 145,308 |
Earnings per share attributable to stockholders: | |||
Basic (usd per share) | $ 3.57 | $ 1.54 | $ 19.32 |
Diluted (usd per share) | $ 1.36 | $ 1.51 | $ 0.97 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 257,570 | $ 449,477 | $ 235,161 |
Net unrealized gain (loss) on marketable securities | 0 | 128 | (110) |
Total comprehensive income | 257,570 | 449,605 | 235,051 |
Less: comprehensive income attributable to non-controlling interest | (224,269) | (336,137) | (193,470) |
Comprehensive income attributable to stockholders | $ 33,301 | $ 113,468 | $ 41,581 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Jun. 30, 2015 | 37,669,000 | 106,383,000 | 0 | ||||||
Beginning balance at Jun. 30, 2015 | $ (3,118,102) | $ 377 | $ 0 | $ 0 | $ 0 | $ (3,118,474) | $ (5) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 7,723,000 | 7,723,000 | |||||||
Exchange of Class B units for Class A common stock by member owners | 267,681 | $ 77 | 267,604 | ||||||
Redemption of limited partners (shares) | (2,527,000) | ||||||||
Increase (decrease) in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation and departure of member owners | 35,431 | 35,431 | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 523,000 | ||||||||
Issuance of Class A common stock under equity incentive plan | 3,557 | $ 5 | 3,552 | ||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 81,000 | ||||||||
Issuance of Class A common stock under employee stock purchase plan | 2,729 | $ 1 | 2,728 | ||||||
Stock-based compensation expense | 48,670 | 48,670 | |||||||
Repurchase of vested restricted units for employee tax-withholding | (7,863) | (7,863) | |||||||
Net income | 235,161 | 235,161 | |||||||
Net income attributable to non-controlling interest in Premier LP | (193,547) | (193,547) | |||||||
Net unrealized loss on marketable securities | (38) | (38) | |||||||
Purchase of non-controlling interest in and final remittance of net income attributable to S2S Global | (1,890) | (1,890) | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | 776,750 | (350,122) | 1,126,872 | ||||||
Ending balance (in shares) at Jun. 30, 2016 | 45,996,000 | 96,133,000 | 0 | ||||||
Ending balance at Jun. 30, 2016 | (1,951,461) | $ 460 | $ 0 | $ 0 | 0 | (1,951,878) | (43) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 4,851,000 | 4,851,000 | |||||||
Exchange of Class B units for Class A common stock by member owners | 157,371 | $ 48 | 157,323 | ||||||
Exchange of Class B units for cash by member owners (in shares) | (3,810,000) | ||||||||
Redemption of limited partners (shares) | (173,000) | ||||||||
Increase (decrease) in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation and departure of member owners | 35,141 | 35,141 | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 1,021,000 | ||||||||
Issuance of Class A common stock under equity incentive plan | 9,168 | $ 10 | 9,158 | ||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 75,000 | ||||||||
Issuance of Class A common stock under employee stock purchase plan | 2,483 | $ 1 | 2,482 | ||||||
Stock-based compensation expense | 26,470 | 26,470 | |||||||
Repurchase of vested restricted units for employee tax-withholding | (17,717) | (17,717) | |||||||
Net income | 449,477 | 449,477 | |||||||
Net income attributable to non-controlling interest in Premier LP | (336,052) | (336,052) | |||||||
Net realized loss on marketable securities | 43 | 43 | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | (37,176) | (212,857) | 175,681 | ||||||
Ending balance (in shares) at Jun. 30, 2017 | 51,943,000 | 87,299,000 | 0 | ||||||
Ending balance at Jun. 30, 2017 | (1,662,253) | $ 519 | $ 0 | $ 0 | 0 | (1,662,772) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 6,531,705 | 6,531,000 | 6,531,000 | 1,649,000 | |||||
Exchange of Class B units for Class A common stock by member owners | 216,121 | $ 49 | $ 0 | $ 50,071 | 166,001 | ||||
Redemption of limited partners (shares) | (432,000) | ||||||||
Increase (decrease) in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation and departure of member owners | (5,766) | (5,766) | |||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 623,000 | ||||||||
Issuance of Class A common stock under equity incentive plan | 8,019 | $ 6 | 8,013 | ||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 82,000 | ||||||||
Issuance of Class A common stock under employee stock purchase plan | 2,619 | $ 1 | 2,618 | ||||||
Treasury stock (in shares) | 6,400,000 | 6,418,000 | 6,418,000 | ||||||
Treasury stock | (200,129) | $ (200,000) | $ (200,129) | ||||||
Stock-based compensation expense | 29,408 | 29,408 | |||||||
Repurchase of vested restricted units for employee tax-withholding | (5,965) | (5,965) | |||||||
Net income | 257,570 | 257,570 | |||||||
Net income attributable to non-controlling interest in Premier LP | (224,269) | (224,269) | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | 157,581 | (194,309) | 351,890 | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 52,761,000 | 80,336,000 | 4,769,000 | ||||||
Ending balance at Jun. 30, 2018 | $ (1,427,064) | $ 575 | $ 0 | $ (150,058) | $ 0 | $ (1,277,581) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | |||
Net income | $ 257,570 | $ 449,477 | $ 235,161 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 126,759 | 107,211 | 84,156 |
Equity in net income of unconsolidated affiliates | (1,174) | (14,745) | (21,647) |
Deferred income taxes | 232,990 | 60,562 | 25,714 |
Stock-based compensation | 29,408 | 26,470 | 48,670 |
Remeasurement of tax receivable agreement liabilities | (177,174) | (5,447) | (4,818) |
Remeasurement gain attributable to acquisition of Innovatix, LLC | 0 | (205,146) | 0 |
Loss on disposal of long-lived assets | 2,376 | 2,422 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, prepaid expenses and other current assets | (14,291) | 3,365 | (37,250) |
Other assets | (824) | 6,821 | (9,638) |
Inventories | (15,713) | (16,349) | 3,937 |
Accounts payable, accrued expenses and other current liabilities | 32,767 | (24,482) | 50,313 |
Long-term liabilities | 6,673 | (901) | (4,195) |
Loss on FFF put and call rights | 22,036 | 3,935 | 0 |
Other operating activities | 6,303 | (946) | 1,067 |
Net cash provided by operating activities | 507,706 | 392,247 | 371,470 |
Investing activities | |||
Purchases of property and equipment | (92,680) | (71,372) | (76,990) |
Purchase of marketable securities | 0 | 0 | (19,211) |
Proceeds from sale of marketable securities | 0 | 48,013 | 386,372 |
Investment in unconsolidated affiliates | 0 | (65,660) | (3,250) |
Distributions received on equity investments in unconsolidated affiliates | 0 | 6,550 | 22,093 |
Other investing activities | 0 | 25 | (27) |
Net cash used in investing activities | (92,680) | (465,053) | (159,636) |
Financing activities | |||
Payments made on notes payable | (8,002) | (5,486) | (2,143) |
Proceeds from credit facility | 30,000 | 425,000 | 150,000 |
Payments on credit facility | (150,000) | (205,000) | (150,000) |
Proceeds from exercise of stock options under equity incentive plans | 8,019 | 9,168 | 3,552 |
Proceeds from issuance of Class A common stock under stock purchase plan | 2,619 | 2,483 | 2,317 |
Repurchase of vested restricted units for employee tax-withholding | (5,965) | (17,717) | (7,863) |
Distributions to limited partners of Premier LP | (79,255) | (90,434) | (92,707) |
Payments to limited partners of Premier LP related to tax receivable agreements | 0 | (13,959) | (10,805) |
Earn-out liability payment to GNYHA Holdings | (16,662) | 0 | 0 |
Final remittance of net income attributable to former S2S Global minority shareholder | 0 | 0 | (1,890) |
Net cash used in financing activities | (419,375) | (19,276) | (109,539) |
Net increase (decrease) in cash and cash equivalents | (4,349) | (92,082) | 102,295 |
Cash and cash equivalents at beginning of year | 156,735 | 248,817 | 146,522 |
Cash and cash equivalents at end of year | 152,386 | 156,735 | 248,817 |
Supplemental schedule of non cash investing and financing activities: | |||
Increase (decrease) in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease (increase) in additional paid-in-capital and accumulated deficit | (157,581) | 37,176 | (776,750) |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital related to quarterly exchange by member owners | 216,122 | 157,371 | 267,681 |
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 15,465 | 24,951 | 22,493 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 1,972 | 2,049 | 5,407 |
Net increase in deferred tax assets related to quarterly exchanges by member owners and other adjustments | 86,788 | 114,605 | 94,839 |
Net increase in tax receivable agreement liabilities related to quarterly exchanges by member owners and other adjustments | 92,554 | 79,463 | 59,408 |
Net increase (decrease) in additional paid-in capital related to quarterly exchanges by member owners and other adjustments | (5,766) | 35,141 | 35,431 |
Net increase in investments in unconsolidated affiliates related to deferred taxes attributed to the net fair value of FFF enterprises, Inc. put and call rights, with offsetting increases in deferred tax assets and deferred tax liabilities | 0 | 15,460 | 0 |
Payable to member owners incurred upon repurchase of ownership interest | 942 | 416 | 3,556 |
Innovatix LLC And Essensa Ventures, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (319,717) | 0 |
Financing activities | |||
Earn-out liability payment to GNYHA Holdings | (21,100) | ||
Acro Pharmaceutical Services LLC And Community Pharmacy Services, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (62,892) | 0 |
CECity.com, Inc. | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (398,261) |
Healthcare Insights, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (64,274) |
InFlowHealth, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (6,088) |
Common Class B Unit | |||
Financing activities | |||
Settlement of exchange of Class B units by member owners, and Repurchase of Class A common stock | 0 | (123,331) | 0 |
Class A Common Stock | |||
Financing activities | |||
Settlement of exchange of Class B units by member owners, and Repurchase of Class A common stock | $ (200,129) | $ 0 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | (1) ORGANIZATION AND BASIS OF PRESENTATION Organization Premier, Inc. ("Premier" or the "Company") is a publicly-held, for-profit Delaware corporation owned by hospitals, health systems and other healthcare organizations (such owners of Premier are referred to herein as "member owners") located in the United States and by public stockholders. The Company is a holding company with no material business operations of its own. The Company’s primary asset is a controlling equity interest in Premier Services, LLC, a Delaware limited liability company ("Premier GP"). Premier GP is the sole general partner of Premier Healthcare Alliance, L.P. ("Premier LP"), a California limited partnership. The Company conducts substantially all of its business operations through Premier LP 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 and other healthcare providers to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry. The Company's business model and solutions are designed to provide its members access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company's data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company's member organizations succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 21 - Segments for further information related to the Company's reportable business segments. The Supply Chain Services segment includes one of the largest healthcare group purchasing organization ("GPO") programs in the United States, and integrated pharmacy and direct sourcing activities. The Performance Services segment includes one of the largest informatics and consulting services businesses in the United States focused on healthcare providers. The Company's software as a service ("SaaS") informatics products utilize the Company's comprehensive data set to provide actionable intelligence to its members, enabling them to benchmark, analyze and identify areas of improvement across the three main categories of cost management, quality and safety, and population health management. The Performance Services segment also includes the Company's technology-enabled performance improvement collaboratives, consulting services, government services and insurance management services. The Company, through Premier GP, held an approximate 40% and 37% sole general partner interest in Premier LP at June 30, 2018 and 2017 , respectively. In addition to their equity ownership interest in the Company, our member owners held an approximate 60% and 63% limited partner interest in Premier LP at June 30, 2018 and 2017 , respectively. Below is a summary of the principal documents that define and regulate the governance and control relationships among Premier, Premier LP and the member owners. LP Agreement Pursuant to the Amended and Restated Limited Partnership Agreement, as amended ("LP Agreement"), Premier GP is the general partner of Premier LP, and controls the day-to-day business affairs and decision-making of Premier LP without the approval of any other partner, subject to certain limited partner approval rights. As the sole member of Premier GP, Premier is responsible for all operational and administrative decisions of Premier LP. In accordance with the LP Agreement, subject to applicable law or regulation and the terms of Premier LP's financing agreements, Premier GP causes Premier LP to make quarterly distributions out of its estimated taxable net income to Premier GP and to the holders of Class B common units as a class in an aggregate amount equal to Premier LP's total taxable income other than net profit attributable to dispositions not in the ordinary course of business for each such quarter multiplied by the effective combined federal, state and local income tax rate then payable by Premier to facilitate payment by each Premier LP partner of taxes, if required, on its share of taxable income of Premier LP. In addition, in accordance with the LP Agreement, Premier GP may cause Premier LP to make additional distributions to Premier GP and to all limited partners holding Class B common units as a class in proportion to their respective number of units, subject to any applicable restrictions under Premier LP's financing agreements or applicable law. Premier GP will distribute any amounts it receives from Premier LP to Premier, which Premier will use to (i) pay applicable taxes, (ii) meet its obligations under the tax receivable agreements ("TRAs") and (iii) meet its obligations to the member owners under the Exchange Agreement (as defined below) if they elect to convert their Class B common units for shares of its Class A common stock and Premier elects to pay some or all of the consideration to such member owners in cash. In the event that a limited partner of Premier LP holding Class B common units not yet eligible to be exchanged for shares of Premier's Class A common stock pursuant to the terms of the Exchange Agreement (i) ceases to participate in Premier's GPO programs, (ii) ceases to be a limited partner of Premier LP (except as a result of a permitted transfer of its Class B common units), (iii) ceases to be a party to a GPO participation agreement (subject to certain limited exceptions) or (iv) becomes a related entity of, or affiliated with, a competing business of Premier LP, in each case, Premier LP will have the option to redeem all of such limited partner's Class B common units not yet eligible to be exchanged at a purchase price set forth in the LP Agreement. In addition, the limited partner will be required to exchange all Class B common units eligible to be exchanged on the next exchange date following the date of the applicable termination event described above. Voting Trust Agreement Pursuant to a voting trust agreement (the "Voting Trust Agreement"), the member owners contributed their Class B common stock into Premier Trust, under which Wells Fargo Delaware Trust Company, N.A., as trustee, acts on behalf of the member owners for purposes of voting their shares of Class B common stock. As a result of the Voting Trust Agreement, the member owners retain beneficial ownership of the Class B common stock, while the trustee is the legal owner of such equity. Pursuant to the Voting Trust Agreement, the trustee must vote all of the member owners' Class B common stock as a block in the manner determined by the plurality of the votes received by the trustee from the member owners for the election of directors to serve on our Board of Directors and by a majority of the votes received by the trustee from the member owners for all other matters. Exchange Agreement Pursuant to the terms of an exchange agreement ("the Exchange Agreement"), subject to certain restrictions, commencing on October 31, 2014 and during each year thereafter, each member owner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units, as well as any additional Class B common units purchased by such member owner pursuant to certain rights of first refusal (discussed below), for shares of Class A common stock (on a one -for-one basis subject to customary adjustments for subdivisions or combinations by split, reverse split, distribution, reclassification, recapitalization or otherwise), cash or a combination of both, the form of consideration to be at the discretion of Premier's Audit and Compliance Committee. This exchange right can be exercised on a quarterly basis and is subject to rights of first refusal in favor of the other holders of Class B common units and Premier LP. For each Class B common unit that is exchanged pursuant to the Exchange Agreement, the member owner will also surrender one corresponding share of our Class B common stock, which will automatically be retired. Registration Rights Agreement Pursuant to the terms of a registration rights agreement (the "Registration Rights Agreement") Premier filed with the Securities and Exchange Commission (the "SEC") a resale shelf registration statement for resales from time to time of its Class A common stock issued to the member owners in exchange for their Class B common units pursuant to the Exchange Agreement, subject to various restrictions. The registration statement was declared effective by the SEC in November 2014. Subject to certain exceptions, Premier will use reasonable efforts to keep the resale shelf registration statement effective for seven years. Pursuant to the Registration Rights Agreement, Premier may, but is not required to, conduct a company-directed underwritten public offering to allow the member owners to resell Class A common stock received by them in exchange for their Class B common units. Premier, as well as the member owners, will be subject to customary prohibitions on sale prior to and for 60 days following any company-directed underwritten public offering. The Registration Rights Agreement also grants the member owners certain "piggyback" registration rights with respect to other registrations of Class A common stock. TRAs Pursuant to the terms of the TRAs, for as long as the member owner remains a limited partner, Premier has agreed to pay to the member owners, generally over a 15 -year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such TRAs) as a result of the increases in tax basis resulting from the initial sale of Class B common units by the member owners in conjunction with the IPO, as well as subsequent exchanges by such member owners pursuant to the Exchange Agreement, and of certain other tax benefits related to Premier entering into the TRAs, including tax benefits attributable to payments under the TRAs. GPO Participation Agreement Pursuant to the terms of a GPO participation agreement, each member owner will generally receive cash sharebacks, or revenue share, from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's acute and alternate site providers and other eligible non-healthcare organizations that are owned, leased or managed by, or affiliated with, each such member owner, or owned, leased, managed and affiliated facilities, through Premier's GPO supplier contracts. In general, our GPO participation agreements automatically extend for successive five -year or seven -year periods (corresponding to the length of their initial terms) unless the member owner notifies Premier LP, prior to the fourth anniversary (in the case of five-year agreements), or sixth anniversary (in the case of seven-year agreements), of the then-current term, that such member owner desires to terminate the GPO participation agreement effective upon the expiration of the then-current term. The terms and conditions of certain GPO participation agreements vary as a result of provisions in Premier's existing arrangements with member owners that conflict with provisions of the GPO participation agreement and which by the express terms of the GPO participation agreement are incorporated by reference and deemed controlling and will continue to remain in effect. In certain other instances, Premier LP and member owners have entered into GPO participation agreements with certain terms and conditions that vary from the standard form, which were approved by the member agreement review committee of Premier's Board of Directors, based upon regulatory constraints, pending merger and acquisition activity or other circumstances affecting those member owners. Basis of Presentation and Consolidation Basis of Presentation The member owners' interest in Premier LP is reflected as redeemable limited partners' capital in the Company's accompanying Consolidated Balance Sheets, and the limited partners' proportionate share of income in Premier LP is reflected within net income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Income and within comprehensive income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Comprehensive Income. At June 30, 2018 and 2017 , the member owners owned approximately 60% and 63% , respectively, of the Company's combined Class A and Class B common stock through their ownership of Class B common stock. During the year ended June 30, 2018 , the member owners exchanged 6.5 million Class B common units and associated Class B common shares for an equal number of Class A common shares pursuant to the Exchange Agreement (see Note 15 - Earnings (Loss) Per Share ). During the year ended June 30, 2018 , approximately 6.5 million Class B common units were contributed to Premier LP, converted to Class A common units and remain outstanding. Correspondingly, approximately 6.5 million Class B common shares were retired during the same period. At June 30, 2018 and 2017 , the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares for an equal number of Class A common shares, owned approximately 40% and 37% of the Company's outstanding common stock through their ownership of Class A common stock. The Company has corrected prior period information within the current period financial statements related to a specific component used in calculating the tax effect on Premier, Inc. net income for purposes of diluted earnings per share. Diluted earnings per share for fiscal 2016 was previously stated at $1.33 per share and has been corrected to $0.97 per share. The Company believes the correction is immaterial and the amount had no impact on the Company's overall financial condition, results of operations or cash flows. We have reclassified $5.4 million and $4.8 million from selling, general and administrative expenses to the remeasurement of tax receivable agreement liabilities for the year ended June 30, 2017 and 2016, respectively, within the Consolidated Statements of Income in order to conform to the current period presentation. Principles of Consolidation The accompanying 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") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, the consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, including normal recurring adjustments. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. The assets and liabilities of Premier LP at June 30, 2018 and 2017 consisted of the following (in thousands): June 30, 2018 June 30, 2017 Assets Current $ 393,863 $ 385,477 Noncurrent 1,577,974 1,616,539 Total assets of Premier LP $ 1,971,837 $ 2,002,016 Liabilities Current $ 457,172 $ 560,582 Noncurrent 128,793 134,635 Total liabilities of Premier LP $ 585,965 $ 695,217 Net income attributable to Premier LP during the years ended June 30, 2018, 2017 and 2016 was as follows (in thousands): Year Ended June 30, 2018 2017 2016 Premier LP net income $ 371,131 $ 522,310 $ 275,955 Premier LP's cash flows for the years ended June 30, 2018, 2017 and 2016 consisted of the following (in thousands): Year Ended June 30, 2018 2017 2016 Net cash provided by (used in): Operating activities $ 534,643 $ 439,746 $ 393,352 Investing activities (92,680 ) (465,053 ) (159,636 ) Financing activities (457,673 ) (51,290 ) (150,330 ) Net increase (decrease) in cash and cash equivalents (15,710 ) (76,597 ) 83,386 Cash and cash equivalents at beginning of year 133,451 210,048 126,662 Cash and cash equivalents at end of year $ 117,741 $ 133,451 $ 210,048 Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including estimates for allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, payables under TRAs, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, deferred revenue, future cash flows associated with asset impairments, values of put and call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Given the Company's use of estimates referenced above, it is important to highlight that on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA includes significant changes to the U.S. corporate income tax system, specifically reducing the U.S. federal corporate income tax rate from 35% to 21%. As changes under the TCJA are broad and complex, the Company continues to interpret the breadth of its immediate and long-term impacts. The Company notes that concurrent with the enactment of the TCJA, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting required under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional amount on its financial statements. If a company cannot determine a provisional estimate to be included on its financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately prior to the enactment of the TCJA. With this in mind, the Company has prescribed such provisional relief under SAB 118 by incorporating various estimates regarding timing and determination of temporary difference recognition when calculating components of its deferred tax balances. While the Company is able to provide reasonable estimates of the impacts related to the TCJA, the final impact may differ from these estimates, due to, among other things, changes in interpretations, assumptions, additional guidance that may be released by the Internal Revenue Service and other actions that we may take that are yet to be determined. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (2) SIGNIFICANT ACCOUNTING POLICIES Business Combinations We account for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are generally recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company's estimate of the recoverability of receivables could be further adjusted. Inventory Inventory consisting of finished goods, primarily medical products and other non-pharmaceutical products, are stated at the lower of cost or net realizable values on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or net realizable values on a first-in, first-out basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 7 - Property and Equipment, Net . Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income, based on the software's end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $74.9 million and $66.6 million during the years ended June 30, 2018 and 2017 , respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition and other economic factors. Intangible Assets Definite-lived intangible assets consist primarily of member relationships, technology, customer relationships, trade names, distribution networks, favorable lease commitments, and non-compete agreements, and are amortized on a straight-line basis over their EUL. See Note 8 - Intangible Assets, Net . The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. The Company's most recent annual impairment testing only required the first step of the two-step process, which consisted of a quantitative assessment, and did not result in any goodwill impairment charges during the fourth quarter of the year ended June 30, 2018 . Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The estimated current portion, totaling $3.6 million and $5.7 million at June 30, 2018 and 2017 , respectively, is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying Consolidated Balance Sheets at June 30, 2018 and 2017 . The non-current portion of the deferred compensation plan assets, totaling $44.6 million and $41.5 million at June 30, 2018 and 2017 , respectively, is included in long-term assets in the accompanying Consolidated Balance Sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying Consolidated Balance Sheets at June 30, 2018 and 2017 . Realized and unrealized gain (loss) of $4.0 million , $4.0 million and $(1.6) million on plan assets as of June 30, 2018, 2017 and 2016 , respectively, are included in other income (expense), in the accompanying Consolidated Statements of Income. Deferred compensation income (expense) from the change in the corresponding liability of $(4.0) million , $(4.0) million and $1.6 million , respectively, are included in selling, general and administrative expense in the accompanying Consolidated Statements of Income for the years ended June 30, 2018, 2017 and 2016 , respectively. TRAs The Company records TRA liabilities based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15 -year period, in connection with the additional tax benefits created in conjunction with the IPO. Tax payments under the TRA will be made to the member owners as the Company realizes tax benefits attributable to the initial purchase of Class B common units from the member owners made concurrently with the IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between the Company and the member owners. Determining the estimated amount of tax savings the Company expects to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. Changes in estimated TRA liabilities that are the result of a change in tax accounting method are recorded in remeasurement of tax receivable agreement liabilities or in selling, general and administrative expense in the Consolidated Statements of Income. Changes in estimated TRA liabilities that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase or decrease to additional paid-in capital in the Consolidated Statements of Stockholders' Deficit. Redeemable Limited Partners' Capital The LP Agreement includes a provision that provides for redemption of a limited partner's interest upon termination as follows: for Class B common units not yet eligible for exchange, those will be redeemed at a purchase price which is the lower of the limited partner's capital account balance in Premier LP immediately prior to the IPO after considering any IPO proceeds received and the fair market value of the Class A common stock of the Company on the date of the termination with either (a) a five -year, unsecured, non-interest bearing term promissory note, (b) a cashier's check or wire transfer of immediately available funds in an amount equal to the present value of the Class B unit redemption amount, or (c) payment on such other terms mutually agreed upon with Premier GP. For Class B common units that are eligible for exchange, the limited partner is also required to exchange all eligible Class B common units on the next exchange date following the date of the termination. A limited partner cannot redeem all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the Board of Directors. Given the limited partners hold the majority of the votes of the Board of Directors, limited partners' capital has a redemption feature that is not solely within the control of the Company. As a result, the Company reflects redeemable limited partners' capital as temporary equity in the mezzanine section of the Consolidated Balance Sheets. In addition, the limited partners have the ability to exchange their Class B common units for cash or Class A common shares on a one -for- one basis. Accordingly, the Company records redeemable limited partners' capital at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement at the reporting date, with the corresponding offset to additional paid-in-capital and accumulated deficit. Distributions to Limited Partners under the LP Agreement Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner's participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier's service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. Revenue Recognition Net Revenue Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the Supply Chain Services segment. Other services and support revenue consists primarily of fees generated by the Performance Services segment in connection with the Company's SaaS informatics products subscriptions, consulting services and performance improvement collaborative subscriptions. Product revenue consists of integrated pharmacy and direct sourcing product sales, which are included in the Supply Chain Services segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectibility is reasonably assured. Net Administrative Fees Revenue Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectibility is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition principles, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying Consolidated Statements of Income. Other Services and Support Revenue Performance Services revenue consists of SaaS informatics products subscriptions, certain perpetual and term licenses, performance improvement collaborative and other service subscriptions, professional fees for consulting services, and insurance services management fees and commissions from group-sponsored insurance programs. SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 60 to 300 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 250 to 300 days following contract execution before the licensed software products can be fully utilized by the member. Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. Professional fees for consulting services sold under contracts vary based on the nature and terms of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, which is generally one year. Certain administrative and/or patient management integrated pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. Product Revenue Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. Multiple Deliverable Arrangements The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. Performance Guarantees On limited occasions, the Company enters into agreements which provide for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge for the member to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred consulting fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the consulting fees are deferred until the performance target is met. Cost of Revenue and Operating Expenses Cost of Revenue Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. Cost of product revenue consists of purchase and shipment costs for integrated pharmaceuticals and direct sourced medical products. Operating Expenses Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead expenses. Research and development expenses consist of employee-related compensation and benefits expenses, and third-party consulting fees of technology professionals, incurred to develop, support and maintain the Company's software-related products and services. Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are reflected in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and were $4.3 million , $3.8 million and $3.3 million for the years ended June 30, 2018, 2017 and 2016 , respectively. Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Comp |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | (3) BUSINESS ACQUISITIONS Acquisition of Innovatix and Essensa Innovatix, LLC ("Innovatix") and Essensa Ventures, LLC ("Essensa") are GPOs focused on serving alternate site health care providers and other organizations throughout the United States. Prior to December 2, 2016, the Company, through its consolidated subsidiary, Premier Supply Chain Improvement ("PSCI"), held 50% of the membership interests in Innovatix (see Note 4 - Investments ). On December 2, 2016, the Company, through PSCI, acquired from GNYHA Holdings, LLC (see Note 19 - Related Party Transactions ) the remaining 50% ownership interest of Innovatix and 100% of the ownership interest in Essensa for $325.0 million , of which $227.5 million was paid in cash at closing and $97.5 million was paid in cash on January 10, 2017. As a result of certain purchase price adjustments provided for in the purchase agreement, the adjusted purchase price was $336.0 million . In connection with the acquisition, the Company utilized its credit facility dated June 24, 2014, as amended on June 4, 2015 (the "Credit Facility") to fund the $325.0 million purchase price (see Note 11 - Debt ). The Company also incurred $5.2 million and $6.5 million of acquisition costs related to this acquisition during the years ended June 30, 2018 and 2017 , respectively. These acquisition costs were included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. The Company has accounted for the Innovatix and Essensa acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired (see Note 8 - Intangible Assets, Net ) and liabilities assumed based on their preliminary fair values. The acquisition resulted in the recognition of approximately $334.7 million of goodwill attributable to the anticipated profitability of Innovatix and Essensa. The acquisition was considered an asset acquisition for tax purposes, and accordingly, the Company expects the goodwill to be deductible for tax purposes. The fair values assigned to the net assets acquired and the liabilities assumed as of the acquisition date were as follows (in thousands): Acquisition Date Fair Value Cash paid at closing $ 227,500 Cash paid on January 10, 2017 97,500 Purchase price 325,000 Additional cash paid at closing 10,984 Adjusted purchase price 335,984 Earn-out liability 16,662 Receivable from GNYHA Holdings, LLC (3,000 ) Total consideration paid 349,646 Cash acquired (16,267 ) Net consideration 333,379 50% ownership interest in Innovatix 218,356 Payable to Innovatix and Essensa (5,765 ) Enterprise value 545,970 Accounts receivable 21,242 Prepaid expenses and other current assets 686 Fixed assets 3,476 Intangible assets 241,494 Total assets acquired 266,898 Accrued expenses 5,264 Revenue share obligations 7,011 Other current liabilities 694 Total liabilities assumed 12,969 Deferred tax liability 42,636 Goodwill $ 334,677 The acquisition provided the sellers an earn-out opportunity of up to $43.0 million based on Innovatix's and Essensa's Adjusted EBITDA (as defined in the purchase agreement) for the fiscal year ended June 30, 2017 . The Company and the seller finalized the amount payable pursuant to the earn-out opportunity and the Company paid the seller $21.1 million during the year ended June 30, 2018 (see Note 5 - Fair Value Measurements ). Certain executive officers of Innovatix and Essensa executed employment agreements that became effective upon the closing of the acquisition. The purchase agreement provides that in the event that Innovatix's and Essensa's Adjusted EBITDA exceeds agreed upon amounts, certain of those executive officers are entitled to receive a retention bonus payment of up to $3.0 million in the aggregate for which the Company will be reimbursed by GNYHA Holdings, LLC, of which $1.5 million was paid and reimbursed during the year ended June 30, 2018 . The Company's 50% ownership interest in Innovatix prior to the acquisition was accounted for under the equity method and had a carrying value of $13.3 million (see Note 4 - Investments ). In connection with the acquisition, the Company's investment was remeasured under business combination accounting rules to a fair value of $218.4 million , resulting in a one-time gain of $205.1 million which was recorded as other income. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The Company reports Innovatix and Essensa as part of its Supply Chain Services segment. Acquisition of Acro Pharmaceuticals Acro Pharmaceutical Services LLC and Community Pharmacy Services, LLC (collectively, "Acro Pharmaceuticals") are specialty pharmacy businesses that provide customized healthcare management solutions to members. On August 23, 2016, the Company, through its consolidated subsidiary, NS3 Health, LLC, acquired 100% of the membership interests of Acro Pharmaceuticals for $75.0 million in cash. As a result of certain purchase price adjustments provided for in the purchase agreement, the adjusted purchase price was $62.9 million . The acquisition was funded with available cash on hand. The Company has accounted for the Acro Pharmaceuticals acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The Acro Pharmaceuticals acquisition resulted in the recognition of approximately $33.9 million of goodwill (see Note 9 - Goodwill ) attributable to the anticipated profitability of Acro Pharmaceuticals. The Acro Pharmaceuticals acquisition is considered an asset acquisition for tax purposes and accordingly, the Company expects the goodwill to be deductible for tax purposes. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The Company reports Acro Pharmaceuticals as part of its Supply Chain Services segment. Acquisition of InFlow InFlowHealth, LLC ("InFlow") is a SaaS-based software developer that specializes in improving the operational, financial and strategic performance of physician practices. InFlow's software allows physicians to identify opportunities for improvement and guide physician practice budgeting and strategic investments by aggregating financial and operational data from physicians in medical groups across the United States. The software is designed to provide actionable insights into among other things, practice capacity, patient volumes, productivity and staffing ratios, revenue cycle performance, patient demographics, referral patterns and overall compensation. On October 1, 2015, PHSI acquired all of the limited liability company membership interests of InFlow for $6.1 million in cash. The Company utilized available funds on hand to complete the acquisition. The acquisition provides selling members an earn-out opportunity of up to $26.9 million based on InFlow's future annual contractual subscription revenues above certain thresholds through December 31, 2019. At June 30, 2018 and 2017 , the fair value of the earn-out liability was zero and $0.2 million , respectively (see Note 5 - Fair Value Measurements ). In accordance with GAAP, the contingent consideration is recorded at fair value based on a probability-weighted approach including multiple earnings scenarios, although this value is not indicative of a known amount to be paid. The selling members also received restricted stock units of the Company with an aggregate equity grant value of $2.1 million , which vest over a three -year period with restrictions tied to continued employment. The Company accounted for the InFlow acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The InFlow acquisition resulted in the recognition of approximately $5.9 million of goodwill attributable to the anticipated profitability of InFlow. The InFlow acquisition is considered an asset acquisition for tax purposes and accordingly, the Company expects the goodwill to be deductible for tax purposes. The Company reports InFlow as part of its Performance Services segment. Acquisition of CECity CECity.com, Inc. ("CECity") is a cloud-based healthcare solutions provider, specializing in performance management and improvement, pay-for-value reporting and professional education. CECity offers turnkey solutions for clinical data registries, continuing medical education, maintenance of certification, performance improvement, pay-for-value reporting and life-long professional development. On August 20, 2015, PHSI acquired 100% of the outstanding shares of capital stock of CECity, a Delaware corporation, for $398.3 million . The Company funded the acquisition with $250.0 million of cash and $150.0 million of borrowings under the Credit Facility (see Note 11 - Debt ). Approximately $4.0 million of pretax acquisition costs related to the CECity acquisition were recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income for the year ended June 30, 2016. The Company accounted for the CECity acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The CECity acquisition resulted in the recognition of approximately $274.0 million of goodwill which reflects a premium relative to the fair value of the identified assets due to the strategic importance of the transaction to the Company and the CECity business model which does not rely extensively on tangible assets as well as the anticipated profitability of CECity. The CECity acquisition is considered an asset acquisition for tax purposes and accordingly, the Company expects the goodwill to be deductible for tax purposes. The following table summarizes the fair values assigned to the net assets acquired and the liabilities assumed as of the CECity acquisition date of August 20, 2015 (in thousands): Acquisition Date Fair Value Purchase price $ 400,000 Working capital adjustment (28 ) Total purchase price 399,972 Less: cash acquired (1,708 ) Total purchase price, net of cash acquired 398,264 Accounts receivable 3,877 Other current assets 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,177 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,958 Pro forma results of operations for this acquisition have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The Company reports CECity as part of its Performance Services segment. Acquisition of HCI Healthcare Insights, LLC ("HCI") has two primary businesses exclusively serving the healthcare provider market: (i) financial analytics which include budgeting, forecasting, and labor productivity applications, and (ii) clinical analytics which includes service line analytics and direct costing analytics to support value-based care. On July 31, 2015, PHSI acquired all of the limited liability company membership interests of HCI for $64.3 million in cash. The Company utilized available funds on hand to complete the acquisition. The acquisition also provides selling members with an earn-out opportunity of up to $4.0 million based on HCI's revenues during the twelve months ending December 31, 2017 as defined in the purchase agreement. The Company finalized the earn-out opportunity, which resulted in zero consideration paid to the seller. The Company accounted for the HCI acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 8 - Intangible Assets, Net ) acquired and liabilities assumed based on their fair values. The HCI acquisition resulted in the recognition of approximately $42.4 million of goodwill attributable to the anticipated profitability of HCI. The HCI acquisition is considered an asset acquisition for tax purposes and accordingly, the Company expects the goodwill to be deductible for tax purposes. The Company reports HCI as part of its Performance Services segment. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | (4) INVESTMENTS Investments in Unconsolidated Affiliates The Company's investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income (Loss) June 30, Year Ended June 30, 2018 2017 2018 2017 2016 FFF $ 91,804 $ 85,520 $ 6,283 $ 4,400 $ — Bloodbuy 1,918 2,066 (147 ) (119 ) (65 ) PharmaPoint — 4,232 (4,232 ) (340 ) (379 ) Innovatix — — — 10,743 21,797 Other investments 331 1,061 (730 ) 61 294 Total investments $ 94,053 $ 92,879 $ 1,174 $ 14,745 $ 21,647 On July 26, 2016, the Company, through its consolidated subsidiary, PSCI, acquired 49% of the issued and outstanding stock of FFF Enterprises, Inc. ("FFF") for $65.7 million in cash plus consideration in the form of the FFF put and call rights. The Company recorded the initial investment in FFF in the accompanying Consolidated Balance Sheets at $81.1 million , of which $65.7 million was in cash and $15.4 million was consideration in the form of the initial net fair value of the FFF put and call rights (see Note 5 - Fair Value Measurements for additional information related to the fair values of the FFF put and call rights). The Company accounts for its investment in FFF using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held a 15% ownership interest in BloodSolutions, LLC ("Bloodbuy") through its ownership of 5.3 million units of Class B Membership Interests in Bloodbuy at June 30, 2018 and 2017 . The Company accounts for its investment in Bloodbuy using the equity method of accounting as the Company has rights to appoint a Board member, and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held a 28% ownership interest in PharmaPoint, LLC ("PharmaPoint") through its ownership of 5.0 million units of Class B Membership Interests in PharmaPoint at June 30, 2018 and 2017 . During the year ended June 30, 2018 , the Company determined that it was unlikely to recover its investment in PharmaPoint, and as a result recognized an other-than-temporary impairment of $4.0 million , which is included in equity in net income (loss) of unconsolidated affiliates in the accompanying Consolidated Statements of Income. The Company accounts for its investment in PharmaPoint using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. The Company, through its consolidated subsidiary, PSCI, held 50% of the membership interests in Innovatix until December 2, 2016, at which time it acquired the remaining 50% membership interests (see Note 3 - Business Acquisitions and Note 19 - Related Party Transactions ). As a result, the Company recognized a one-time gain of $205.1 million during the year ended June 30, 2017 related to the remeasurement of the then-existing 50% ownership share to fair value. Prior to the acquisition, the Company accounted for its investment in Innovatix using the equity method of accounting and included the investment as part of the Supply Chain Services segment. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (5) FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018 Cash equivalents $ 62,684 $ 62,684 $ — $ — FFF call right 610 — — 610 Deferred compensation plan assets 48,215 48,215 — — Total assets $ 111,509 $ 110,899 $ — $ 610 FFF put right $ 42,041 $ — $ — $ 42,041 Total liabilities $ 42,041 $ — $ — $ 42,041 June 30, 2017 Cash equivalents $ 22,218 $ 22,218 $ — $ — FFF call right 4,655 — — 4,655 Deferred compensation plan assets 47,202 47,202 — — Total assets $ 74,075 $ 69,420 $ — $ 4,655 Earn-out liabilities $ 21,310 $ — $ — $ 21,310 FFF put right 24,050 — — 24,050 Total liabilities $ 45,360 $ — $ — $ 45,360 Cash equivalents were included in cash and cash equivalents in the accompanying Consolidated Balance Sheets (see Note 4 - Investments ). Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets was included in prepaid expenses and other current assets ( $3.6 million and $5.7 million at June 30, 2018 and 2017 , respectively) in the accompanying Consolidated Balance Sheets. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) Earn-out liabilities Earn-out liabilities were incurred in connection with acquisitions of HCI on July 31, 2015, Inflow on October 1, 2015 and Innovatix and Essensa on December 2, 2016 (see Note 3 - Business Acquisitions ). The earn-out liabilities were classified as Level 3 of the fair value hierarchy and their values were determined based on estimated future earnings and the probability of achieving them. The decrease in the earn-out liabilities is attributable to the $21.1 million earn-out payment to GNYHA Holdings that occurred during the current year (see Note 3 - Business Acquisitions ). Changes in the fair values of the earn-out liabilities were recorded within selling, general and administrative expenses in the accompanying Consolidated Statements of Income. FFF put and call rights Pursuant to a shareholders' agreement entered into in connection with the Company's equity investment in FFF on July 26, 2016 (see Note 4 - Investments ), which shareholders' agreement was amended and restated November 22, 2017, the majority shareholder of FFF holds a put right that provides such shareholder the right to require the Company to purchase (i) up to 50% of its interest in FFF, which is exercisable beginning on July 26, 2020, the fourth anniversary of the investment closing date and (ii) all or a portion of its remaining interest in FFF on or after December 31, 2020. Any such required purchases are to be made at a per share price equal to FFF's earnings before interest, taxes, depreciation and amortization ("EBITDA") over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents ("Equity Value per Share"). In addition, the amended and restated shareholders' agreement provides the Company with a call right requiring the majority shareholder to sell its remaining interest in FFF to the Company, which is exercisable at any time within the later of 180 calendar days after the date of a Key Man Event (generally defined in the amended and restated shareholders' agreement as the resignation, termination for cause, death or disability of the majority shareholder) or 30 calendar days after December 31, 2020. In the event that the FFF put or call rights are exercised, the purchase price for the additional interest in FFF will be at a per share price equal to the Equity Value per Share. The fair values of the FFF put and call rights were determined based on the Equity Value per Share calculation using unobservable inputs, which included the estimated FFF put and call rights' expiration dates, the forecast of FFF's EBITDA over the option period, forecasted movements in the overall market and the likelihood of a Key Man Event. Significant changes to the Equity Value per Share resulting from changes in the unobservable inputs could have a significant impact on the fair values of the FFF put and call rights. The Company recorded the FFF put and call rights within long-term other liabilities and long-term other assets, respectively, within the accompanying Consolidated Balance Sheets. Net changes in the fair values of the FFF put and call rights were recorded within other income (expense) in the accompanying Consolidated Statements of Income. A reconciliation of the Company's earn-out liabilities and FFF put and call rights is as follows (in thousands): Beginning Balance Purchases (Settlements) Gain (Loss) Ending Balance Year ended June 30, 2018 FFF call right $ 4,655 $ — $ (4,045 ) $ 610 Total Level 3 assets $ 4,655 $ — $ (4,045 ) $ 610 Earn-out liabilities $ 21,310 $ (21,125 ) $ 185 $ — FFF put right 24,050 — (17,991 ) 42,041 Total Level 3 liabilities $ 45,360 $ (21,125 ) $ (17,806 ) $ 42,041 Year ended June 30, 2017 FFF call right $ — $ 10,361 $ (5,706 ) $ 4,655 Total Level 3 assets $ — $ 10,361 $ (5,706 ) $ 4,655 Earn-out liabilities $ 4,128 $ 16,662 $ (520 ) $ 21,310 FFF put right — 25,821 1,771 24,050 Total Level 3 liabilities $ 4,128 $ 42,483 $ 1,251 $ 45,360 Non-Recurring Fair Value Measurements During the year ended June 30, 2018 , 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 fair values of the acquired intangible assets resulting from the acquisitions of Acro Pharmaceuticals and Innovatix and Essensa were determined using the income approach (see Note 3 - Business Acquisitions ). The Company recognized a one-time gain of $205.1 million during the year ended June 30, 2017 related to the remeasurement of the Company's 50% equity method investment in Innovatix to fair value upon acquisition of the remaining interest in Innovatix (see Note 3 - Business Acquisitions ). The fair value of the investment was calculated using a discounted cash flow model. Financial Instruments For Which Fair Value Only is Disclosed The fair values of non-interest bearing notes payable, classified as Level 2, were less than their carrying value by approximately $0.6 million and $0.6 million at June 30, 2018 and 2017 , respectively, based on assumed market interest rates of 3.6% and 2.6% , respectively. Other Financial Instruments The fair values of cash, accounts receivable, accounts payable, accrued liabilities and the Company's Credit Facility approximated carrying value due to the short-term nature of these financial instruments. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | (6) ACCOUNTS RECEIVABLE, NET Trade accounts receivable consisted primarily of amounts due from hospital and healthcare system members for services and products. Managed services receivable consisted of amounts receivable related to fees for services provided to members utilizing the Company's integrated pharmacy services to support contract negotiation and administration, claims data, rebate processing and evaluation of pharmacy formulary and utilization. June 30, 2018 2017 Trade accounts receivable $ 150,426 $ 130,126 Managed services receivable 35,766 31,383 Other 1,523 48 Total accounts receivable 187,715 161,557 Allowance for doubtful accounts (1,841 ) (1,812 ) Accounts receivable, net $ 185,874 $ 159,745 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | (7) PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2018 2017 Capitalized software 2-5 years $ 409,017 $ 340,271 Computer hardware 3-5 years 68,057 57,320 Furniture and other equipment 5 years 8,284 8,218 Leasehold improvements Lesser of estimated useful life or term of lease 18,926 18,016 Total property and equipment 504,284 423,825 Accumulated depreciation and amortization (297,591 ) (236,460 ) Property and equipment, net $ 206,693 $ 187,365 Depreciation and amortization expense related to property and equipment was $71.3 million , $58.9 million and $51.1 million for the years ended June 30, 2018, 2017 and 2016 , respectively. Unamortized capitalized software costs were $157.0 million and $161.4 million at June 30, 2018 and 2017 , respectively. The Company did not incur a material loss on disposal of long-lived assets during the years ended June 30, 2018, 2017 and 2016 . |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | (8) INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following (in thousands): June 30, Useful Life 2018 2017 Member relationships 14.7 years $ 220,100 $ 220,100 Technology 5.0 years 142,317 143,727 Customer relationships 8.3 years 48,120 48,120 Trade names 8.3 years 22,710 22,710 Distribution network 10.0 years 22,400 22,400 Favorable lease commitments 10.1 years 11,393 11,393 Non-compete agreements 5.9 years 8,710 8,710 Total intangible assets 475,750 477,160 Accumulated amortization (153,635 ) (99,198 ) Total intangible assets, net $ 322,115 $ 377,962 Intangible asset amortization totaled $55.4 million , $48.3 million and $33.1 million for the years ended June 30, 2018, 2017 and 2016 , respectively. The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2019 $ 53,941 2020 49,077 2021 27,953 2022 24,964 2023 23,890 Thereafter 139,290 Total amortization expense (a) $ 319,115 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which was classified as technology in the total intangible assets, net table, of $3.0 million at June 30, 2018 . The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2018 2017 Supply Chain Services $ 235,485 $ 255,601 Performance Services 86,630 122,361 Total intangible assets, net $ 322,115 $ 377,962 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | (9) GOODWILL Goodwill consisted of the following (in thousands): June 30, 2018 2017 Supply Chain Services $ 400,348 $ 400,348 Performance Services 506,197 506,197 Total goodwill $ 906,545 $ 906,545 |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 12 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | (10) OTHER LONG-TERM ASSETS Other long-term assets consisted of the following (in thousands): June 30, 2018 2017 Deferred loan costs, net $ 506 $ 1,051 FFF call right 610 4,655 Other 2,875 4,565 Total other long-term assets $ 3,991 $ 10,271 The Company recorded $0.5 million , $0.5 million and $0.5 million in amortization expense on deferred loan costs during the years ended June 30, 2018, 2017 and 2016 , respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest and investment income, net in the Consolidated Statements of Income. Pursuant to a shareholders' agreement entered into in connection with the Company's equity investment in FFF on July 26, 2016, as amended and restated on November 22, 2017 (see Note 4 - Investments ), the Company obtained a call right to purchase the remaining interest in FFF from the majority shareholder (see Note 5 - Fair Value Measurements ). |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | (11) DEBT Long-term debt consisted of the following (in thousands): June 30, Commitment Amount Due Date 2018 2017 Credit Facility $ 750,000 June 24, 2019 $ 100,000 $ 220,000 Notes payable — Various 7,212 14,272 Total debt 107,212 234,272 Less: current portion (100,250 ) (227,993 ) Total long-term debt $ 6,962 $ 6,279 Credit Facility Premier LP, along with its consolidated subsidiaries, PSCI and PHSI, as Co-Borrowers, Premier GP and certain domestic subsidiaries of Premier GP, as guarantors, entered into an unsecured Credit Facility, dated as of June 24, 2014, and amended on June 4, 2015. The Credit Facility has a maturity date of June 24, 2019. The Company expects to commence negotiations to refinance or replace the Credit Facility during the first half of fiscal 2019. The Credit Facility provides for borrowings of up to $750.0 million with (i) a $25.0 million sub-facility for standby letters of credit and (ii) a $75.0 million sub-facility for swingline loans. The Credit Facility may be increased from time to time at the Company's request up to an aggregate additional amount of $250.0 million , subject to lender approval. The Credit Facility includes an unconditional and irrevocable guaranty of all obligations under the Credit Facility by Premier GP, certain domestic subsidiaries of Premier GP and future guarantors, if any. Premier, Inc. is not a guarantor under the Credit Facility. At the Company's option, committed loans may be in the form of Eurodollar rate loans ("Eurodollar Loans") or base rate loans ("Base Rate Loans"). Eurodollar Loans bear interest at the Eurodollar rate (defined as the London Interbank Offered Rate, or LIBOR, plus the Applicable Rate (defined as a margin based on the Consolidated Total Leverage Ratio (as defined in the Credit Facility))). Base Rate Loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.50% or the one-month LIBOR plus 1.0% ) plus the Applicable Rate. The Applicable Rate ranges from 1.125% to 1.750% for Eurodollar Loans and 0.125% to 0.750% for Base Rate Loans. At June 30, 2018 , the interest rate for three-month Eurodollar Loans was 3.461% and the interest rate for Base Rate Loans was 5.125% . The Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.250% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2018 , the commitment fee was 0.125% . The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments of which certain covenant calculations use EBITDA, a Non-GAAP financial measure. Under the terms of the Credit Facility, Premier GP is not permitted to allow its consolidated total leverage ratio (as defined in the Credit Facility) to exceed 3.00 to 1.00 for any period of four consecutive quarters. In addition, Premier GP must maintain a minimum consolidated interest coverage ratio (as defined in the Credit Facility) of 3.00 to 1.00 at the end of every fiscal quarter. Premier GP was in compliance with all such covenants at June 30, 2018 . The Credit Facility also contains customary events of default including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults of any indebtedness or guarantees in excess of $30.0 million , bankruptcy and other insolvency events, judgment defaults in excess of $30.0 million , and the occurrence of a change of control (as defined in the Credit Facility). If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request, of the required lenders, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable. The Company may prepay amounts outstanding under the Credit Facility without premium or penalty provided that Co-Borrowers compensate the lenders for losses and expenses incurred as a result of the prepayment of any Eurodollar Loan, as defined in the Credit Facility. Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, discretionary cash settlements of Class B unit exchanges under the Exchange Agreement, repurchases of Class A common stock pursuant to stock repurchase programs and other general corporate activities. During the year ended June 30, 2018 , the Company utilized borrowings of $30.0 million under the Credit Facility, to partially fund the $200.0 million authorized share repurchase program and other general corporate activities. During the year ended June 30, 2018 , the Company repaid $150.0 million of borrowings under the Credit Facility. Interest expense incurred during the year ended June 30, 2018 was $6.6 million and cash paid for interest during the year ended June 30, 2018 was $5.9 million . Notes Payable At June 30, 2018 and 2017 , the Company had $7.2 million and $14.3 million , respectively, in notes payable consisting primarily of non-interest bearing notes payable outstanding to departed member owners, of which $0.2 million and $8.0 million , respectively, were included in current portion of long-term debt and $7.0 million and $6.3 million , respectively, were included in long-term debt, less current portion, in the accompanying Consolidated Balance Sheets. Notes payable generally have stated maturities of five years from their date of issuance. Future minimum principal payments on the notes as of June 30, 2018 are as follows (in thousands): 2019 $ 250 2020 2,046 2021 3,556 2022 416 2023 944 Thereafter — Total principal payments $ 7,212 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | (12) OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following (in thousands): June 30, 2018 2017 Deferred rent $ 13,402 $ 14,045 Reserve for uncertain tax positions 8,261 3,819 Earn-out liability, less current portion — 185 FFF put right 42,041 24,050 Total other long-term liabilities $ 63,704 $ 42,099 Pursuant to an amended and restated shareholders' agreement entered into in connection with the Company's equity investment in FFF (see Note 4 - Investments ), the majority shareholder of FFF obtained a put right that provides such shareholder the right to sell all or any portion of its interest in FFF to the Company (see Note 5 - Fair Value Measurements ). |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended |
Jun. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE LIMITED PARTNERS' CAPITAL | (13) REDEEMABLE LIMITED PARTNERS' CAPITAL Redeemable limited partners' capital represents the member owners' 60% ownership of Premier LP through their ownership of Class B common units at June 30, 2018 . The member owners hold the majority of the votes of the Board of Directors and any redemption or transfer or choice of consideration cannot be assumed to be within the control of the Company. Therefore, redeemable limited partners' capital is recorded at the greater of the book value or redemption amount per the LP Agreement (see Note 1 - Organization and Basis of Presentation for more information), and is calculated as the fair value of all Class B common units as if immediately exchangeable into Class A common shares. For the years ended June 30, 2018, 2017 and 2016 , the Company recorded adjustments to the fair value of redeemable limited partners' capital as an adjustment of redeemable limited partners' capital to redemption amount in the accompanying Consolidated Statements of Income in the amounts of $(157.6) million , $37.2 million and $(776.8) million , respectively. Redeemable limited partners' capital is classified as temporary equity in the mezzanine section of the accompanying Consolidated Balance Sheets as, pursuant to the LP Agreement, withdrawal is at the option of each member owner and the conditions of the repurchase are not solely within the Company's control. The table below provides a summary of the changes in the redeemable limited partners' capital from June 30, 2015 to June 30, 2018 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions applied to receivables from limited partners 5,407 — — 5,407 Redemption of limited partners — (4,281 ) — (4,281 ) Net income attributable to non-controlling interest in Premier LP — 193,547 — 193,547 Distributions to limited partners — (92,767 ) — (92,767 ) Net unrealized loss on marketable securities — — (77 ) (77 ) Exchange of Class B common units for Class A common stock by member owners — (267,681 ) — (267,681 ) Adjustment of redeemable limited partners' capital to redemption amount — (776,750 ) — (776,750 ) June 30, 2016 $ (6,226 ) $ 3,143,541 $ (85 ) $ 3,137,230 Distributions applied to receivables from limited partners 2,049 — — 2,049 Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital Redemption of limited partners — (416 ) — (416 ) Net income attributable to non-controlling interest in Premier LP — 336,052 — 336,052 Distributions to limited partners — (92,892 ) — (92,892 ) Net realized loss on marketable securities — — 85 85 Exchange of Class B common units for Class A common stock by member owners — (157,371 ) — (157,371 ) Exchange of Class B common units for cash by member owners — (123,330 ) — (123,330 ) Adjustment of redeemable limited partners' capital to redemption amount — 37,176 — 37,176 June 30, 2017 $ (4,177 ) $ 3,142,760 $ — $ 3,138,583 Distributions applied to receivables from limited partners 1,972 — — 1,972 Redemption of limited partners — (942 ) — (942 ) Net income attributable to non-controlling interest in Premier LP — 224,269 — 224,269 Distributions to limited partners — (69,770 ) — (69,770 ) Exchange of Class B common units for Class A common stock by member owners — (216,121 ) — (216,121 ) Adjustment of redeemable limited partners' capital to redemption amount — (157,581 ) — (157,581 ) June 30, 2018 $ (2,205 ) $ 2,922,615 $ — $ 2,920,410 Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes that were issued to new limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners. These receivables are reflected as a reduction to redeemable limited partners' capital so that amounts due from limited partners for capital are not reflected as redeemable limited partnership capital until paid. No interest bearing notes receivable were executed by limited partners of Premier LP during the years ended June 30, 2018, 2017 and 2016 . During the year ended June 30, 2018 , four limited partners withdrew from Premier LP. The limited partnership agreement provides for the redemption of former limited partner's Class B common units that are not eligible for exchange in the form of a five -year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to former limited partners are reflected in notes payable in the accompanying Consolidated Balance Sheets. Under the Exchange Agreement, Class B common units that are eligible for exchange by withdrawing limited partners must be exchanged in the subsequent quarter's exchange process. Premier LP's distribution policy requires cash distributions as long as taxable income is generated and cash is available to distribute on a quarterly basis prior to the 60 th day after the end of each calendar quarter. The Company makes quarterly distributions to its limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. These partner distributions are based on the limited partner's ownership in Premier LP and relative participation across Premier service offerings. While these distributions are based on relative participation across Premier service offerings, they are not based directly on revenue generated from an individual partner's participation as the distributions are based on the net income (loss) of the partnership which encompasses the operating expenses of the partnership as well as participation by non-owner members in Premier's service offerings. To the extent Premier LP incurred a net loss, the limited partners would not receive a quarterly distribution. As provided in the LP Agreement, the amount of actual cash distributed may be reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company. Quarterly distributions made to limited partners during the current fiscal year are as follows (in thousands): Date Distribution (a) August 24, 2017 $ 24,951 November 22, 2017 $ 20,752 February 22, 2018 $ 20,396 May 24, 2018 $ 13,157 (a) Distributions are equal to Premier LP's total taxable income from the preceding fiscal quarter-to-date period for each respective distribution date multiplied by the Company's standalone effective combined federal, state and local income tax rate for each respective distribution date. Premier LP expects to make a $15.5 million quarterly distribution on or before August 23, 2018. The distribution is reflected in limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2018 . Pursuant to the Exchange Agreement (see Note 1 - Organization and Basis of Presentation for more information), each limited partner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units for shares of Class A common stock, cash or a combination of both, the form of consideration to be at the discretion of the Company's independent Audit and Compliance Committee of the Board of Directors. During the year ended June 30, 2018 , the Company recorded total reductions of $216.1 million to redeemable limited partners' capital to reflect the exchange of approximately 6.5 million Class B common units and surrender of associated shares of Class B common stock by member owners for a like number of shares of the Company's Class A common stock (see Note 15 - Earnings (Loss) Per Share for more information). Quarterly exchanges during the current fiscal year were as follows (in thousands, except Class B common units): Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital July 31, 2017 1,231,410 $ 42,976 October 31, 2017 3,651,294 119,289 January 31, 2018 1,006,435 32,659 April 30, 2018 642,566 21,197 6,531,705 $ 216,121 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | (14) STOCKHOLDERS' DEFICIT As of June 30, 2018 , there were 57,530,733 shares of the Company's Class A common stock, par value $0.01 per share, and 80,335,701 shares of the Company's Class B common stock, par value $0.000001 per share, outstanding. On October 31, 2017, the Company's Board of Directors authorized the repurchase of up to $200.0 million of our outstanding Class A common stock as part of a balanced capital deployment strategy, such repurchases to be made from time to time in private or open market transactions at the Company's discretion in accordance with applicable federal securities laws. The Company completed its stock repurchase program during the fiscal year ended June, 30 2018 and purchased approximately 6.4 million shares of Class A common stock at an average price of $31.16 per share for a total purchase price of $200.0 million . Holders of Class A common stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Class A common stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Class A common stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any. Holders of Class B common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, but are not entitled to receive dividends, other than dividends payable in shares of Premier's common stock, or to receive a distribution upon the dissolution or a liquidation of Premier. Pursuant to the Voting Trust Agreement, the trustee will vote all of the Class B common stock as a block in the manner determined by the plurality of the votes received by the trustee from the member owners for the election of directors to serve on the Board of Directors, and by a majority of the votes received by the trustee from the member owners for all other matters. Class B common stock will not be listed on any stock exchange and, except in connection with any permitted sale or transfer of Class B common units, cannot be sold or transferred. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (15) EARNINGS (LOSS) PER SHARE Basic earnings per share of Premier is computed by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding for the period. Net income attributable to stockholders includes the adjustment recorded in the period to reflect redeemable limited partners' capital at the redemption amount, as a result of the exchange benefit obtained by limited partners through the ownership of Class B common units. Except when the effect would be anti-dilutive, the diluted earnings (loss) per share calculation, which is calculated using the treasury stock method, includes the impact of shares that could be issued under the outstanding stock options, non-vested restricted stock units and awards, shares of non-vested performance share awards and the effect of the assumed redemption of Class B common units through the issuance of Class A common shares. The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2018 2017 2016 Numerator for basic earnings per share: Net income attributable to stockholders $ 190,882 $ 76,249 $ 818,364 Numerator for diluted earnings per share: Net income attributable to stockholders $ 190,882 $ 76,249 $ 818,364 Adjustment of redeemable limited partners' capital to redemption amount (157,581 ) — (776,750 ) Net income attributable to non-controlling interest in Premier LP 224,269 — 193,547 Net income 257,570 76,249 235,161 Tax effect on Premier, Inc. net income (a) (70,257 ) — (93,836 ) Adjusted net income $ 187,313 $ 76,249 $ 141,325 Denominator for basic earnings per share: Weighted average shares (b) 53,518 49,654 42,368 Denominator for diluted earnings per share: Weighted average shares (b) 53,518 49,654 42,368 Effect of dilutive securities: (c) Stock options 275 286 348 Restricted stock 295 215 589 Performance share awards 252 219 1,429 Class B shares outstanding 83,000 — 100,574 Weighted average shares and assumed conversions 137,340 50,374 145,308 Basic earnings per share $ 3.57 $ 1.54 $ 19.32 Diluted earnings per share $ 1.36 $ 1.51 $ 0.97 (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from non-controlling interest in Premier, LP for the purpose of diluted earnings (loss) per share. (b) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the years ended June 30, 2018, 2017 and 2016 . (c) For the year ended June 30, 2018 , the effect of 1.6 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2017 , the effect of 90.8 million Class B common units exchangeable for Class A common shares and 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2016 , the effect of 1.3 million stock options were excluded from diluted weighted average share outstanding as they had an anti-dilutive effect. Pursuant to the terms of the Exchange Agreement, on a quarterly basis, the Company has the option, as determined by the independent Audit and Compliance Committee, to settle the exchange of Class B common units of Premier LP by member owners for cash, an equal number of Class A common shares of Premier, Inc. or a combination of cash and shares of Class A common stock. In connection with the exchange of Class B common units by member owners, regardless of the consideration used to settle the exchange, an equal number of shares of Premier's Class B common stock are surrendered by member owners and retired (see Note 13 - Redeemable Limited Partners' Capital ). The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock and/or cash in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement, including activity related to the Class A and Class B common units and Class A and Class B common stock through the date of the applicable quarterly exchange: Quarterly Exchange by Member Owners Class B Common Shares Retired Upon Exchange (a) Class B Common Shares Outstanding After Exchange (a) Class A Common Shares Outstanding After Exchange (b) Percentage of Combined Voting Power Class B/Class A Common Stock July 31, 2017 1,231,410 86,067,478 53,212,057 62%/38% October 31, 2017 3,651,294 82,416,184 57,215,143 59%/41% January 31, 2018 1,006,435 81,169,319 54,829,086 60%/40% April 30, 2018 642,566 80,335,701 52,585,392 60%/40% July 31, 2018 (c) 816,468 79,519,233 53,256,897 60%/40% (a) The number of Class B common shares retired or outstanding are equivalent to the number of Class B common units retired upon exchange or outstanding after the exchange, as applicable. (b) The number of Class A common shares outstanding after exchange also includes activity related to the Company's share repurchase program (see Note 14 - Stockholders' Deficit), equity incentive plan (see Note 16 - Stock-Based Compensation) and departed member owners (see Note 13 - Redeemable Limited Partners' Capital). (c) As the quarterly exchange occurred on July 31, 2018, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2018 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | (16) STOCK-BASED COMPENSATION Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. Pre-tax stock-based compensation expense was $29.4 million , $26.5 million and $48.7 million for the years ended June 30, 2018, 2017 and 2016 , respectively, with a resulting deferred tax benefit of $7.3 million , $10.1 million and $18.5 million , respectively. The deferred tax benefit was calculated at a rate of 25% for the year ended June 30, 2018 and 38% for the years ended June 30, 2017 and 2016 , which represents the expected effective income tax rate at the time of the compensation expense deduction primarily at PHSI, and differs from the Company's current effective income tax rate which includes the impact of partnership income not subject to federal and state income taxes. The decrease in the deferred tax benefit is a result of the Tax Cuts and Jobs Act, which was enacted on December 22, 2017 (see Note 18 - Income Taxes ). Premier 2013 Equity Incentive Plan The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the "2013 Equity Incentive Plan") provides for grants of up to 11.3 million shares of Class A common stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance share awards. As of June 30, 2018 , there were approximately 3.6 million shares available for grant under the 2013 Equity Incentive Plan. The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2018 : 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, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Granted 261,966 $ 32.92 700,733 $ 32.62 560,497 $ 32.79 Vested/exercised (183,988 ) $ 31.89 (352,867 ) $ 31.73 (284,490 ) $ 30.65 Forfeited (49,093 ) $ 32.71 (115,691 ) $ 32.55 (149,255 ) $ 33.70 Outstanding at June 30, 2018 605,873 $ 33.25 1,318,047 $ 33.00 3,499,251 $ 30.53 Stock options outstanding and exercisable at June 30, 2018 2,501,734 $ 29.56 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 have a term of ten years from the date of grant. Vested stock options will expire either after twelve months of an employee's termination with Premier or immediately upon an employee's termination with Premier, depending on the termination circumstances. Stock options generally vest in equal annual installments over three years. Unrecognized stock-based compensation expense at June 30, 2018 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 8,233 1.65 years Performance share awards 17,924 1.70 years Stock options 6,620 1.77 years Total unrecognized stock-based compensation expense $ 32,777 1.70 years The aggregate intrinsic value of stock options at June 30, 2018 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 17,091 Expected to vest 3,398 Total outstanding $ 20,489 Exercised during the year ended June 30, 2018 $ 1,157 The Company estimated the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortized expense over each option's vesting period using the straight-line attribution approach: June 30, 2018 2017 2016 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 29.4% - 32.3% 32.0% - 33.0% 32.7% - 33.5% Risk-free interest rate (d) 1.9% - 2.9% 1.3% - 2.1% 1.2% - 1.8% Weighted average option grant date fair value $9.48 - $11.42 $10.48 - $12.00 $11.11 - $12.40 (a) The six -year expected life (estimated period of time outstanding) of stock options granted was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. This method was utilized for the stock options due to the lack of historical exercise behavior of Premier's employees. (b) No dividends are expected to be paid over the contractual term of the stock options granted, resulting in the use of a zero expected dividend rate. (c) The expected volatility rate is based on the observed historical volatilities of comparable companies. (d) The risk-free interest rate was interpolated from the five -year and seven -year Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant. |
POST-RETIREMENT BENEFITS
POST-RETIREMENT BENEFITS | 12 Months Ended |
Jun. 30, 2018 | |
Postemployment Benefits [Abstract] | |
POST-RETIREMENT BENEFITS | (17) POST-RETIREMENT BENEFITS The Company maintains a defined contribution 401(k) retirement savings plan which covers employees who meet certain age and service requirements. This plan provides for monthly employee contributions of up to 20% and matching monthly employer contributions of up to 4% of the participant's compensation, not to exceed certain limits. The Company's 401(k) expense related to such matching of employee contributions was $9.7 million , $9.2 million and $8.5 million for the years ended June 30, 2018, 2017 and 2016 , respectively. The Company also maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of certain tax limits . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (18) INCOME TAXES The Company's income tax expense is attributable to the activities of the Company, PHSI and PSCI, all of which are subchapter C corporations. Under the provisions of federal and state statutes, Premier LP is not subject to federal and state income taxes. For federal and state income tax purposes, income realized by Premier LP is taxable to its partners. The Company, PHSI and PSCI are subject to U.S. federal and state income taxes. On December 22, 2017, the U.S. government enacted the TCJA that made broad changes to the U.S. tax code. Most notable to the Company was the reduction in the U.S. federal corporate income tax rate from 35% to 21% for the first taxable year beginning on or after January 1, 2018. Due to the timing of the Company's fiscal year, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28.1% for our fiscal year ended June 30, 2018, and 21% for subsequent fiscal years. In accordance with U.S. GAAP, the impact of changes in tax rates and tax laws is recognized as a component of income tax expense from continuing operations in the period of enactment. Accordingly, the Company has remeasured its deferred tax balances as of the enactment date. Concurrent with the enactment of the TCJA, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting required under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional amount on its financial statements. If a company cannot determine a provisional estimate to be included on its financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately prior to the enactment of the TCJA. With this in mind, the Company has prescribed such provisional relief under SAB 118 by incorporating various estimates regarding timing and determination of temporary difference recognition when calculating components of its deferred tax balances. While the Company is able to provide reasonable estimates of the impacts related to the TCJA, the final impact may differ from these estimates, due to, among other things, changes in interpretations, assumptions, additional guidance that may be released by the Internal Revenue Service and other actions that we may take that are yet to be determined. In connection with its analysis of the impacts of the TCJA, the Company has recorded a net provisional tax expense of $210.4 million in fiscal year 2018 which consists of $224.9 million net deferred tax expense associated with the remeasurement of the Company’s deferred tax assets and liabilities offset by $14.5 million of deferred tax benefit associated with the release of valuation allowances related to certain U.S. federal tax attributes that are now expected to be fully realized. The Company has not completed its accounting for the income tax effects of the TCJA. Where the Company has been able to make reasonable estimates of the effects for which its analysis is not yet complete, the Company has recorded provisional amounts in accordance with SAB 118. Significant components of the consolidated expense for income taxes are as follows (in thousands): Year Ended June 30, 2018 2017 2016 Current: Federal $ 22,103 $ 16,638 $ 19,765 State 4,141 4,614 4,242 Total current expense 26,244 21,252 24,007 Deferred: Federal 232,673 49,392 15,703 State 317 11,170 10,011 Total deferred expense 232,990 60,562 25,714 Provision for income taxes $ 259,234 $ 81,814 $ 49,721 The reconciliation between the Company’s effective tax rate on income from continuing operations and the statutory tax rates of 28.1% , 35.0% , 35.0% for fiscal year ended June 30, 2018, 2017 and 2016 , respectively, is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Computed tax expense $ 145,015 $ 185,952 $ 99,709 Partnership income not subject to tax (70,257 ) (85,142 ) (85,063 ) State taxes (net of federal benefit) 12,901 9,823 664 Remeasurement adjustments and other permanent items (53,151 ) (78,998 ) 1,051 Expense (benefit) on subsidiaries treated separately for income tax purposes (983 ) 18,660 (7,497 ) Change in valuation allowance (33,106 ) 26,829 36,279 Deferred tax remeasurement 256,787 9,950 8,080 Other 2,028 (5,260 ) (3,502 ) Provision for income taxes $ 259,234 $ 81,814 $ 49,721 Effective income tax rate 50.2 % 15.4 % 17.5 % The increase in the effective tax rate from the prior year is primarily attributable to the deferred tax expense associated with the remeasurement of deferred tax balances as a result of the TCJA, partially offset by the deferred tax benefit attributable to the release and remeasurement of valuation allowance and the reduction in the statutory rate from 35.0% to a blended statutory rate of 28.1% as a result of the TCJA. The lower effective tax rate in fiscal year 2017 was due to the one-time gain related to the remeasurement of the 50% equity method investment in Innovatix to fair value upon acquisition of Innovatix and Essensa. Deferred Income Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2018 and 2017 are presented below (in thousands): June 30, 2018 2017 Deferred tax asset Partnership basis differences in Premier LP $ 298,306 $ 473,193 Stock compensation 18,347 23,037 Accrued expenses 32,543 44,096 Net operating losses and credits 35,444 47,629 Other 12,103 11,856 Total deferred tax assets 396,743 599,811 Valuation allowance for deferred tax assets (58,681 ) (91,787 ) Net deferred tax assets 338,062 508,024 Deferred tax liability Purchased intangible assets and depreciation (49,855 ) (71,994 ) Other liabilities (152 ) (1,774 ) Net deferred tax asset $ 288,055 $ 434,256 At June 30, 2018 , the Company had federal and state net operating loss carryforwards of $115.4 million and $144.9 million , respectively, primarily attributable to PHSI. The resulting federal and state deferred tax assets are approximately $24.2 million and $5.4 million , respectively. The federal and state net operating loss carryforwards generated prior to fiscal year 2018 expire between the years ending June 30, 2019 through June 30, 2037, unless utilized. Under the TCJA, the Company’s net operating losses generated in fiscal year 2018 and beyond cannot be carried back to prior tax years but can be carried forward indefinitely. A valuation allowance was established for a portion of federal and state losses as the Company believes it is more likely than not that all or a portion of these losses will not be realized in the near future. At June 30, 2018 , the Company had federal research and development credit carryforwards of $10.2 million . The federal credit carryforwards expire at various times between the years ended June 30, 2020 through June 30, 2037, unless utilized. A valuation allowance was established as the Company believes it is more likely than not that all or a portion of the federal and state credit carryforwards will not be realized in the near future. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Annually, the Company assesses the future realization of the tax benefit of its existing deferred tax assets and determines whether a valuation allowance is needed. Based on the Company's assessment, we have concluded that it is more likely than not that a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $58.7 million against its deferred tax assets at June 30, 2018 . The valuation allowance decreased by $33.1 million from the $91.8 million valuation allowance recorded as of June 30, 2017 . The decrease is primarily related to $31.9 million associated with the aforementioned remeasurement of deferred tax assets and $14.5 million associated with the release of valuation allowance as a result of the TCJA, partially offset by a $13.3 million increase in valuation allowance associated with current year operations. As of June 30, 2018 and 2017 , the Company had net deferred tax assets of $288.1 million and $434.3 million , respectively. The June 30, 2018 balance was comprised of $305.6 million in deferred tax assets at Premier, Inc. offset by $17.5 million in deferred tax liabilities at PHSI and PSCI. The decrease of $146.2 million in deferred tax assets was primarily attributable to $224.9 million in net reductions to deferred tax assets and liabilities in connection with the remeasurement associated with the previously mentioned decrease in the U.S. federal corporate income tax rate, partially offset by $76.4 million of deferred tax assets recorded in connection with the exchanges of Class B common units that occurred during the year ended June 30, 2018 , pursuant to the Exchange Agreement. Unrecognized Tax Benefits The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in other liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the years ended June 30, 2018, 2017 and 2016 are as follows (in thousands): Year Ended June 30, 2018 2017 2016 Beginning of year balance $ 5,043 $ 4,381 $ 3,436 Increases in prior period tax positions 12,965 101 318 Decreases in prior period tax positions (179 ) (870 ) (201 ) Reductions on settlements and lapse in statute of limitations (611 ) (22 ) (721 ) Increases in current period tax positions 1,261 1,453 1,549 End of year balance $ 18,479 $ 5,043 $ 4,381 If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision and effective tax rate would be impacted by $7.4 million , $2.8 million and $2.8 million , including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2018, 2017 and 2016 , respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $0.9 million , $0.3 million , and $0.4 million at June 30, 2018, 2017 and 2016 , respectively. The Company has determined that it is reasonably possible that its existing reserve for uncertain income tax positions at June 30, 2018 will decrease by $12.2 million in the next twelve months, primarily related to the closing of ongoing audits. Federal tax returns for tax years ended June 30, 2013 through 2017 remain open as of June 30, 2018 . The IRS commenced an examination of PHSI's tax returns for tax years ended June 30, 2013, 2014 and 2016 in the first quarter of fiscal year 2018. The examination of the June 30, 2013 tax return was previously closed without any adjustments. As of June 30, 2018, the IRS has not proposed any adjustments to those returns and is expected to close the examination in the year ended June 30, 2019. Further, the Company is subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations. The Company made cash tax payments of $24.9 million and $26.1 million during the years ended June 30, 2018 and 2017 , respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (19) RELATED PARTY TRANSACTIONS GNYHA GNYHA Purchasing Alliance, LLC and its member organizations ("GNYHA PA") owned approximately 8% of the outstanding partnership interests in Premier LP as of June 30, 2018 . Although we no longer consider GNYHA a related party under U.S. GAAP, prior period information is included below. Net administrative fees revenue based on purchases by GNYHA Services, Inc. ("GNYHA") (an affiliate of GNYHA PA) and its member organizations was $69.9 million and $66.8 million for the years ended June 30, 2017 and 2016 , respectively. The Company has a contractual requirement under the GPO participation agreement to pay each member owner revenue share from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's facilities through Premier LP's GPO supplier contracts. As GNYHA also remits to Premier LP all gross administrative fees collected by GNYHA based on purchases by its member organizations through GNYHA's own GPO supplier contracts, it also receives revenue share from Premier LP equal to 30% of such gross administrative fees remitted to the Company. Approximately $7.8 million of revenue share obligations in the accompanying Consolidated Balance Sheets related to revenue share obligations to GNYHA and its member organizations at June 30, 2017 . In addition, of the $25.0 million limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2017 , $2.7 million was payable to GNYHA and its member organizations at June 30, 2017 . Services and support revenue earned from GNYHA and its member organizations was $14.2 million and $13.2 million during the years ended June 30, 2017 and 2016 , respectively. Product revenue earned from, or attributable to services provided to, GNYHA and its member organizations was $17.2 million and $19.0 million during the years ended June 30, 2017 and 2016 , respectively. Receivables from GNYHA and its member organizations, included in due from related parties in the accompanying Consolidated Balance Sheets, were $5.4 million at June 30, 2017 . Innovatix and Essensa The Company held 50% of the membership interests in Innovatix until December 2, 2016, at which time it acquired the remaining 50% of the membership interests from GNYHA Holdings (see Note 3 - Business Acquisitions ). The Company's share of Innovatix's net income included in equity in net income (loss) of unconsolidated affiliates in the accompanying Consolidated Statements of Income prior to the acquisition was $10.7 million and $21.8 million for the years ended June 30, 2017 and 2016 , respectively. The Company maintained a group purchasing agreement with Innovatix under which Innovatix members were permitted to utilize Premier LP's GPO supplier contracts. Gross administrative fees revenue and a corresponding revenue share recorded under the arrangement prior to the acquisition were $19.9 million and $44.3 million for the years ended June 30, 2017 and 2016 , respectively. The Company historically maintained a group purchasing agreement with Essensa, under which Essensa utilized the Company's GPO supplier contracts. On December 2, 2016, the Company acquired 100% of the membership interests in Essensa from GNYHA Holdings (see Note 3 - Business Acquisitions ). Net administrative fees revenue recorded from Essensa prior to the acquisition was $1.2 million and $2.8 million for the years ended June 30, 2017 and 2016 , respectively. FFF The Company's 49% ownership share of net income of FFF, which was acquired on July 26, 2016, included in equity in net income of unconsolidated affiliates in the accompanying Consolidated Statements of Income was $6.3 million and $4.4 million for the years ended June 30, 2018 and 2017 , respectively. The Company maintains group purchasing agreements with FFF and receives administrative fees for purchases made by the Company's members pursuant to those agreements. Net administrative fees revenue recorded from purchases under those agreements was $7.6 million and $4.8 million during the years ended June 30, 2018 and 2017 . AEIX The Company conducts all operational activities for American Excess Insurance Exchange Risk Retention Group ("AEIX"), a reciprocal risk retention group that provides excess and umbrella healthcare professional and general liability insurance to certain hospital and healthcare system members. The Company is reimbursed by AEIX for actual costs, plus an annual incentive management fee not to exceed $0.5 million per calendar year. The Company received cost reimbursement of $6.0 million , $5.1 million and $4.3 million for the years ended June 30, 2018, 2017 and 2016 , respectively, and annual incentive management fees of $0.3 million , $0.2 million and $0.2 million for the years ended June 30, 2018, 2017 and 2016 , respectively. As of June 30, 2018 and 2017 , $0.9 million and $0.6 million , respectively, in amounts receivable from AEIX are included in due from related parties in the accompanying Consolidated Balance Sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (20) COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases office space under operating leases. The office space leases provide for escalating rent payments during the lease terms. The Company recognizes rent expense on a straight-line basis over the lease term. Rent and associated operating expenses totaled $11.9 million , $9.5 million and $10.1 million for the years ended June 30, 2018, 2017 and 2016 , respectively. Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): 2019 $ 12,158 2020 11,220 2021 10,779 2022 10,945 2023 10,996 Thereafter 31,336 Total future minimum lease payments $ 87,434 Other Matters The Company is not currently involved in any litigation it believes to be significant. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. If current or future government regulations, specifically, those with respect to antitrust or healthcare laws, are interpreted or enforced in a manner adverse to the Company or its business, the Company may be subject to enforcement actions, penalties and other material limitations which could have a material adverse effect on the Company's business, financial condition and results of operations. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENTS | (21) SEGMENTS The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company's GPO, integrated pharmacy offerings and direct sourcing activities. The Performance Services segment includes the Company's informatics, collaborative, consulting services, government services and insurance services businesses. Segment information was as follows (in thousands): Year Ended June 30, 2018 2017 2016 Net revenue: Supply Chain Services Net administrative fees $ 643,839 $ 557,468 $ 498,394 Other services and support 11,454 9,704 4,385 Services 655,293 567,172 502,779 Products 645,284 534,118 326,646 Total Supply Chain Services 1,300,577 1,101,290 829,425 Performance Services 360,679 353,383 333,169 Net revenue $ 1,661,256 $ 1,454,673 $ 1,162,594 Depreciation and amortization expense (a) : Supply Chain Services $ 21,734 $ 14,209 $ 1,401 Performance Services 95,808 85,299 76,500 Corporate 9,217 7,703 6,255 Total depreciation and amortization expense $ 126,759 $ 107,211 $ 84,156 Capital expenditures: Supply Chain Services $ 1,691 $ 483 $ 914 Performance Services 80,900 66,686 62,337 Corporate 10,089 4,203 13,739 Total capital expenditures $ 92,680 $ 71,372 $ 76,990 June 30, Total assets: 2018 2017 Supply Chain Services $ 991,837 $ 1,017,023 Performance Services 860,409 888,862 Corporate 459,970 601,951 Total assets $ 2,312,216 $ 2,507,836 (a) Includes amortization of purchased intangible assets. The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles ("Non-GAAP")) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment's net revenue and equity in net income (loss) of unconsolidated affiliates less operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative and product development activities specific to the operation of each segment. Non-recurring items are income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see "Our Use of Non-GAAP Financial Measures" within Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Income before income taxes $ 516,804 $ 531,291 $ 284,882 Remeasurement gain attributable to acquisition of Innovatix, LLC — (205,146 ) — Equity in net income of unconsolidated affiliates (a) (1,174 ) (14,745 ) (21,647 ) Interest and investment loss, net (b) 5,300 4,512 1,021 Loss on disposal of long-lived assets 2,376 2,422 — Other expense (income) 16,324 (614 ) 1,692 Operating income 539,630 317,720 265,948 Depreciation and amortization 71,312 58,884 51,102 Amortization of purchased intangible assets 55,447 48,327 33,054 Stock-based compensation (c) 29,799 26,860 49,081 Acquisition related expenses 8,335 15,790 15,804 Strategic and financial restructuring expenses (d) 2,512 31 268 Remeasurement of tax receivable agreement liabilities (e) (177,174 ) (5,447 ) (4,818 ) ERP implementation expenses (f) 1,000 2,028 4,870 Acquisition related adjustment - revenue (g) 300 18,049 5,624 Equity in net income of unconsolidated affiliates (a) 1,174 14,745 21,647 Impairment on investments (a) 5,002 — — Deferred compensation plan income (expense) (h) 3,960 4,020 (1,605 ) Other income 1,752 584 — Adjusted EBITDA $ 543,049 $ 501,591 $ 440,975 Segment Adjusted EBITDA: Supply Chain Services $ 535,380 $ 493,763 $ 439,013 Performance Services 123,429 121,090 110,787 Corporate (115,760 ) (113,262 ) (108,825 ) Adjusted EBITDA $ 543,049 $ 501,591 $ 440,975 (a) Refer to Note 4 - Investments for further information. (b) Represents interest expense, net and realized gains and losses on our marketable securities. (c) Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.4 million during both of the years ended June 30, 2018 and 2017 . (d) Represents legal, accounting and other expenses directly related to strategic and financial restructuring expenses. (e) Represents adjustments to TRA liabilities for a 14% decrease in the U.S. federal corporate income tax rate that occurred during the year ended June 30, 2018 , which is a result of the TCJA that was enacted on December 22, 2017, an increase in income apportioned to California and a 1.5% decrease in the North Carolina state income tax rate during the year ended June 30, 2017 , and an adjustment for a 1% decrease in North Carolina state income tax rate during the year ended June 30, 2016. (f) Represents implementation and other costs associated with the implementation of our enterprise resource planning ("ERP") system. (g) This item includes non-cash adjustments to deferred revenue of acquired entities of $0.3 million , $0.6 million and $5.6 million for the years ended June 30, 2018, 2017 and 2016 , respectively. Business combination accounting rules require the Company to record a deferred revenue liability at its fair value only if the acquired deferred revenue represents a legal performance obligation assumed by the acquirer. The fair value is based on direct and indirect incremental costs of providing the services plus a normal profit margin. Generally, this results in a reduction to the purchased deferred revenue balance, which was based on upfront software license update fees and product support contracts assumed in connection with acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one-year period subsequent to the acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The Non-GAAP adjustment to software license update fees and product support revenues is intended to include, and thus reflect, the full amount of such revenues. Also, during the year ended June 30, 2017 we recorded $17.4 million of purchase accounting adjustments to Adjusted EBITDA related to our acquisition of Innovatix and Essensa on December 2, 2016. This adjustment reflects the fair value of administrative fees related to member purchases that occurred prior to December 2, 2016, but were reported to us subsequent to that date through June 30, 2017 . Under our revenue recognition accounting policy, which is in accordance with GAAP, these administrative fees would be ordinarily recorded as revenue when reported to us; however, the acquisition method of accounting requires us to estimate the amount of purchases prior to the acquisition date and to record the fair value of the administrative fees to be received from those purchases as an account receivable (as opposed to recognizing revenue when these transactions are reported to us) and record any corresponding revenue share obligation as a liability. The purchase accounting adjustment amounted to an estimated $21.2 million of accounts receivable relating to these administrative fees and an estimated $3.8 million for the related revenue share obligation through June 30, 2017 . (h) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | (22) QUARTERLY FINANCIAL DATA (UNAUDITED) The Company has corrected prior period information within the current period financial statements related to a specific component used in calculating the tax effect on Premier, Inc. net income for purposes of diluted earnings (loss) per share. Diluted earnings (loss) per share for the first quarter of fiscal 2018 was previously stated at $0.36 per share and has been corrected to $0.30 per share; diluted earnings (loss) per share for the second quarter of fiscal 2018 was previously stated at $(1.66) per share and has been corrected to $0.06 per share; and diluted earnings (loss) per share for the second quarter of fiscal 2017 was previously stated at $1.50 per share and has been corrected to $1.58 per share. The Company believes the corrections are immaterial and the amounts had no impact on the Company’s overall financial condition, results of operations or cash flows. The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2018 and 2017 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal Year 2018 Net revenue $ 390,564 $ 411,398 $ 425,338 $ 433,956 Gross profit 199,188 210,871 221,790 231,116 Net income 60,616 19,769 76,549 100,636 Net income attributable to non-controlling interest in Premier LP (44,610 ) (56,485 ) (53,047 ) (70,127 ) Adjustment of redeemable limited partners' capital to redemption amount 320,424 317,916 (127,039 ) (353,720 ) Net income (loss) attributable to stockholders $ 336,430 $ 281,200 $ (103,537 ) $ (323,211 ) Weighted average shares outstanding: Basic 52,909 55,209 53,529 52,412 Diluted 140,046 139,237 53,529 52,412 Net income (loss) per share attributable to stockholders: Basic $ 6.36 $ 5.09 $ (1.93 ) $ (6.17 ) Diluted $ 0.30 $ 0.06 $ (1.93 ) $ (6.17 ) Fiscal Year 2017 Net revenue $ 313,272 $ 358,500 $ 379,803 $ 403,098 Gross profit 174,769 182,486 202,555 214,815 Net income 58,095 246,184 71,338 73,860 Net income attributable to non-controlling interest in Premier LP (49,601 ) (181,173 ) (51,433 ) (53,845 ) Adjustment of redeemable limited partners' capital to redemption amount 61,808 335,264 (100,506 ) (333,742 ) Net income (loss) attributable to stockholders $ 70,302 $ 400,275 $ (80,601 ) $ (313,727 ) Weighted average shares outstanding: Basic 47,214 49,445 50,525 51,470 Diluted 142,962 141,308 50,525 51,470 Net income (loss) per share attributable to stockholders: Basic $ 1.49 $ 8.10 $ (1.60 ) $ (6.10 ) Diluted $ 0.26 $ 1.58 $ (1.60 ) $ (6.10 ) |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Years Ended June 30, 2018, 2017 and 2016 (in thousands) Beginning Balance Additions/(Reductions) to Expense or Other Accounts Deductions Ending Balance Year ended June 30, 2018 Allowance for doubtful accounts $ 1,812 1,148 1,119 $ 1,841 Deferred tax assets valuation allowance $ 91,787 (33,106 ) — $ 58,681 Year ended June 30, 2017 Allowance for doubtful accounts $ 1,981 781 950 $ 1,812 Deferred tax assets valuation allowance $ 64,958 26,829 — $ 91,787 Year ended June 30, 2016 Allowance for doubtful accounts $ 1,153 1,655 827 $ 1,981 Deferred tax assets valuation allowance $ 28,679 36,279 — $ 64,958 |
SIGNIFICANT ACCOUNTING POLICI31
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The member owners' interest in Premier LP is reflected as redeemable limited partners' capital in the Company's accompanying Consolidated Balance Sheets, and the limited partners' proportionate share of income in Premier LP is reflected within net income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Income and within comprehensive income attributable to non-controlling interest in Premier LP in the Company's accompanying Consolidated Statements of Comprehensive Income. At June 30, 2018 and 2017 , the member owners owned approximately 60% and 63% , respectively, of the Company's combined Class A and Class B common stock through their ownership of Class B common stock. During the year ended June 30, 2018 , the member owners exchanged 6.5 million Class B common units and associated Class B common shares for an equal number of Class A common shares pursuant to the Exchange Agreement (see Note 15 - Earnings (Loss) Per Share ). During the year ended June 30, 2018 , approximately 6.5 million Class B common units were contributed to Premier LP, converted to Class A common units and remain outstanding. Correspondingly, approximately 6.5 million Class B common shares were retired during the same period. At June 30, 2018 and 2017 , the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares for an equal number of Class A common shares, owned approximately 40% and 37% of the Company's outstanding common stock through their ownership of Class A common stock. The Company has corrected prior period information within the current period financial statements related to a specific component used in calculating the tax effect on Premier, Inc. net income for purposes of diluted earnings per share. Diluted earnings per share for fiscal 2016 was previously stated at $1.33 per share and has been corrected to $0.97 per share. The Company believes the correction is immaterial and the amount had no impact on the Company's overall financial condition, results of operations or cash flows. We have reclassified $5.4 million and $4.8 million from selling, general and administrative expenses to the remeasurement of tax receivable agreement liabilities for the year ended June 30, 2017 and 2016, respectively, within the Consolidated Statements of Income in order to conform to the current period presentation. Principles of Consolidation The accompanying 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") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, the consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, including normal recurring adjustments. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. |
Principles of Consolidation | Principles of Consolidation The accompanying 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") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, the consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, including normal recurring adjustments. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including estimates for allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, payables under TRAs, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, deferred revenue, future cash flows associated with asset impairments, values of put and call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Given the Company's use of estimates referenced above, it is important to highlight that on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA includes significant changes to the U.S. corporate income tax system, specifically reducing the U.S. federal corporate income tax rate from 35% to 21%. As changes under the TCJA are broad and complex, the Company continues to interpret the breadth of its immediate and long-term impacts. The Company notes that concurrent with the enactment of the TCJA, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting required under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional amount on its financial statements. If a company cannot determine a provisional estimate to be included on its financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately prior to the enactment of the TCJA. With this in mind, the Company has prescribed such provisional relief under SAB 118 by incorporating various estimates regarding timing and determination of temporary difference recognition when calculating components of its deferred tax balances. While the Company is able to provide reasonable estimates of the impacts related to the TCJA, the final impact may differ from these estimates, due to, among other things, changes in interpretations, assumptions, additional guidance that may be released by the Internal Revenue Service and other actions that we may take that are yet to be determined. |
Business Combinations | Business Combinations We account for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are generally recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Accounts Receivable | Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company's estimate of the recoverability of receivables could be further adjusted. |
Inventory | Inventory Inventory consisting of finished goods, primarily medical products and other non-pharmaceutical products, are stated at the lower of cost or net realizable values on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or net realizable values on a first-in, first-out basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 7 - Property and Equipment, Net . Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income, based on the software's end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $74.9 million and $66.6 million during the years ended June 30, 2018 and 2017 , respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition and other economic factors. |
Intangible Assets | Intangible Assets Definite-lived intangible assets consist primarily of member relationships, technology, customer relationships, trade names, distribution networks, favorable lease commitments, and non-compete agreements, and are amortized on a straight-line basis over their EUL. See Note 8 - Intangible Assets, Net . The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. |
Goodwill | Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. |
Deferred Compensation Plan Assets and Related Liabilities | Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The estimated current portion, totaling $3.6 million and $5.7 million at June 30, 2018 and 2017 , respectively, is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying Consolidated Balance Sheets at June 30, 2018 and 2017 . The non-current portion of the deferred compensation plan assets, totaling $44.6 million and $41.5 million at June 30, 2018 and 2017 , respectively, is included in long-term assets in the accompanying Consolidated Balance Sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying Consolidated Balance Sheets at June 30, 2018 and 2017 . Realized and unrealized gain (loss) of $4.0 million , $4.0 million and $(1.6) million on plan assets as of June 30, 2018, 2017 and 2016 , respectively, are included in other income (expense), in the accompanying Consolidated Statements of Income. Deferred compensation income (expense) from the change in the corresponding liability of $(4.0) million , $(4.0) million and $1.6 million , respectively, are included in selling, general and administrative expense in the accompanying Consolidated Statements of Income for the years ended June 30, 2018, 2017 and 2016 , respectively. |
TRAs | TRAs The Company records TRA liabilities based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15 -year period, in connection with the additional tax benefits created in conjunction with the IPO. Tax payments under the TRA will be made to the member owners as the Company realizes tax benefits attributable to the initial purchase of Class B common units from the member owners made concurrently with the IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between the Company and the member owners. Determining the estimated amount of tax savings the Company expects to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. Changes in estimated TRA liabilities that are the result of a change in tax accounting method are recorded in remeasurement of tax receivable agreement liabilities or in selling, general and administrative expense in the Consolidated Statements of Income. Changes in estimated TRA liabilities that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase or decrease to additional paid-in capital in the Consolidated Statements of Stockholders' Deficit. |
Redeemable Limited Partner's Capital | Redeemable Limited Partners' Capital The LP Agreement includes a provision that provides for redemption of a limited partner's interest upon termination as follows: for Class B common units not yet eligible for exchange, those will be redeemed at a purchase price which is the lower of the limited partner's capital account balance in Premier LP immediately prior to the IPO after considering any IPO proceeds received and the fair market value of the Class A common stock of the Company on the date of the termination with either (a) a five -year, unsecured, non-interest bearing term promissory note, (b) a cashier's check or wire transfer of immediately available funds in an amount equal to the present value of the Class B unit redemption amount, or (c) payment on such other terms mutually agreed upon with Premier GP. For Class B common units that are eligible for exchange, the limited partner is also required to exchange all eligible Class B common units on the next exchange date following the date of the termination. A limited partner cannot redeem all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the Board of Directors. Given the limited partners hold the majority of the votes of the Board of Directors, limited partners' capital has a redemption feature that is not solely within the control of the Company. As a result, the Company reflects redeemable limited partners' capital as temporary equity in the mezzanine section of the Consolidated Balance Sheets. In addition, the limited partners have the ability to exchange their Class B common units for cash or Class A common shares on a one -for- one basis. Accordingly, the Company records redeemable limited partners' capital at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement at the reporting date, with the corresponding offset to additional paid-in-capital and accumulated deficit. |
Distributions to Limited Partners under the LP Agreement | Distributions to Limited Partners under the LP Agreement Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner's participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier's service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. |
Revenue Recognition | Revenue Recognition Net Revenue Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the Supply Chain Services segment. Other services and support revenue consists primarily of fees generated by the Performance Services segment in connection with the Company's SaaS informatics products subscriptions, consulting services and performance improvement collaborative subscriptions. Product revenue consists of integrated pharmacy and direct sourcing product sales, which are included in the Supply Chain Services segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectibility is reasonably assured. Net Administrative Fees Revenue Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectibility is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition principles, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying Consolidated Statements of Income. |
Other Services and Support Revenue | Other Services and Support Revenue Performance Services revenue consists of SaaS informatics products subscriptions, certain perpetual and term licenses, performance improvement collaborative and other service subscriptions, professional fees for consulting services, and insurance services management fees and commissions from group-sponsored insurance programs. SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 60 to 300 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 250 to 300 days following contract execution before the licensed software products can be fully utilized by the member. Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. Professional fees for consulting services sold under contracts vary based on the nature and terms of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, which is generally one year. Certain administrative and/or patient management integrated pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. |
Product Revenue | Product Revenue Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. |
Multiple Deliverable Arrangements | Multiple Deliverable Arrangements The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. |
Performance Guarantees | Performance Guarantees On limited occasions, the Company enters into agreements which provide for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge for the member to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred consulting fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the consulting fees are deferred until the performance target is met. |
Cost of Revenue | Cost of Revenue Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. Cost of product revenue consists of purchase and shipment costs for integrated pharmaceuticals and direct sourced medical products. |
Selling, General and Administrative Expenses | Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead expenses. |
Research and Development Expenses | Research and development expenses consist of employee-related compensation and benefits expenses, and third-party consulting fees of technology professionals, incurred to develop, support and maintain the Company's software-related products and services. |
Amortization of Purchased Intangible Assets | Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company's tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company's tax expense for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be "more likely than not" that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return if it believes it is "more likely than not" that such tax positions would be sustained. There is considerable judgment involved in determining whether it is "more likely than not" that positions taken on the tax returns would be sustained. The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserve and related estimated interest charges that are considered appropriate. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in stockholders' deficit during a period from non-owner sources. Net income and other comprehensive income, including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income. |
Basic and Diluted Earnings (Loss) per Share (''EPS'') | Basic and Diluted Earnings (Loss) per Share ("EPS") Basic EPS is calculated by dividing net income by the number of weighted average common shares outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is computed by dividing net income by the number of weighted average common shares increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In July 2015, the FASB issued Accounting Standards Update ("ASU") 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , which requires entities to measure most inventory "at the lower of cost and net realizable value," thereby simplifying the guidance under which an entity must measure inventory at the lower of cost or market. This guidance does not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The Company adopted this standard effective July 1, 2017 using the prospective approach. The implementation of this ASU did not have a material effect on the Company's consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. The Company adopted this standard effective October 1, 2017 using the prospective approach. The implementation of this ASU did not have a material effect on the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU amendments add or clarify guidance on eight cash flow issues. The Company adopted this standard effective January 1, 2018 using the retrospective approach. The implementation of this ASU did not impact the classification or presentation of cash flows within the Company's consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test. The guidance requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. In addition, the guidance eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2020. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2018. The implementation of this ASU is not expected to have a material effect on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which is intended to increase transparency and comparability among organizations of accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Entities will be required to recognize and measure leases as of the earliest period presented using a modified retrospective approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which is intended to provide users of financial statements with more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2018. The implementation of this ASU is not expected to have a material effect on the Company's consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which will supersede nearly all existing revenue recognition guidance. The new standard requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new standard allows for either full retrospective or modified retrospective adoption. In August 2015, the FASB issued an amendment in ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , to defer the effective date of the new standard for all entities by one year. The new standard, as amended, is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption as of the original effective date for public entities is permitted. In March 2016, the FASB issued another amendment in ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations , related to a third party providing goods or services to a customer. When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself or to arrange for the good or service to be provided by a third party. If the entity provides the specific good or service itself, the entity acts as a principal. If an entity arranges for the good or service to be provided by a third party, the entity acts as an agent. The standard requires the principal to recognize revenue for the gross amount and the agent to recognize revenue for the amount of any fee or commission for which it expects to be entitled in exchange for arranging for the specified good or service to be provided. The new standard is effective with ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which amends specific aspects of ASU 2014-09, including how to identify performance obligations and guidance related to licensing implementation. This amendment provides guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property or a right to access the entity's intellectual property. The amendment is effective with ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies specific aspects of ASU 2014-09, clarifying how to identify performance obligations and guidance related to its promise in granting a license of intellectual property. This new standard provides guidance to allow entities to disregard items that are immaterial in the context of the contract, clarify when a promised good or service is separately identifiable and allow an entity to elect to account for the cost of shipping and handling performed after control of a good has been transferred to the customer as a fulfillment cost. The new standard also clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property to help determine whether it recognizes revenue over time or at a point in time and addresses how entities should consider license renewals and restrictions. The new standard is effective with ASU 2014-09. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606: Revenue from Contracts with Customers , which clarifies specific aspects of ASU 2014-09, including allowing entities not to make quantitative disclosures about remaining performance obligations in certain cases and requiring entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard also makes twelve other technical corrections and modifications to ASU 2014-09. The new standard is effective with ASU 2014-09. The new revenue recognition standard related to Topic 606 discussed above, as amended, is effective for the Company for the fiscal year beginning July 1, 2018, and we plan to adopt the standard using the modified retrospective approach. To date, the Company has identified the following preliminary impacts of adopting the new standard on the various revenue streams across its operating segments. Within the Supply Chain Services segment, the Company expects to recognize administrative fee revenue upon the occurrence of a sale by suppliers to the Company’s members. This differs from the previous treatment in which the Company recognizes revenue in the period that the respective supplier reports member purchasing data, which is typically one to three months in arrears of the actual member purchase activity. This change is expected to result in the Company recognizing revenue sooner in the revenue cycle than under the Company's previous revenue recognition policy and the creation of a contract asset associated with this shift in revenue recognition timing. With regards to product revenue, the Company does not expect a material impact on the timing of revenue recognition. The Company is continuing to assess the impact of the new standard on the financial statements and disclosures. Within the Performance Services segment, the Company expects to recognize revenue associated with its perpetual and term licenses upon delivery to the customer (point in time) and the associated mandatory post-contract customer support ratably over the period during which the support is provided (over time). The Company expects that this change will result in a shift and acceleration in timing of revenue recognition relative to the previous treatment. Also under the new standard, the Company will be required to capitalize the incremental costs of obtaining a contract, which the Company has preliminarily identified as sales commissions and costs associated with implementing our SaaS informatics tools, and to amortize these costs in a manner that reflects the transfer of services to the customer. These costs are expensed as incurred under the Company's previous policy. The Company is nearing completion of its assessment and is still in the process of quantifying the impact of the new standard on its consolidated financial statements. Based on this assessment thus far, the Company believes that the impact on its consolidated financial statements could be material. However, due to the inherent complexity of its revenue recognition, the Company continues to evaluate all potential impacts of the new standard and is concurrently refining its business processes, systems and internal controls necessary to support accounting, reporting and disclosure requirements. Accordingly, a significant amount of work remains as the Company finalizes its implementation, and any preliminary assessment is subject to change. |
ORGANIZATION AND BASIS OF PRE32
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The assets and liabilities of Premier LP at June 30, 2018 and 2017 consisted of the following (in thousands): June 30, 2018 June 30, 2017 Assets Current $ 393,863 $ 385,477 Noncurrent 1,577,974 1,616,539 Total assets of Premier LP $ 1,971,837 $ 2,002,016 Liabilities Current $ 457,172 $ 560,582 Noncurrent 128,793 134,635 Total liabilities of Premier LP $ 585,965 $ 695,217 Net income attributable to Premier LP during the years ended June 30, 2018, 2017 and 2016 was as follows (in thousands): Year Ended June 30, 2018 2017 2016 Premier LP net income $ 371,131 $ 522,310 $ 275,955 Premier LP's cash flows for the years ended June 30, 2018, 2017 and 2016 consisted of the following (in thousands): Year Ended June 30, 2018 2017 2016 Net cash provided by (used in): Operating activities $ 534,643 $ 439,746 $ 393,352 Investing activities (92,680 ) (465,053 ) (159,636 ) Financing activities (457,673 ) (51,290 ) (150,330 ) Net increase (decrease) in cash and cash equivalents (15,710 ) (76,597 ) 83,386 Cash and cash equivalents at beginning of year 133,451 210,048 126,662 Cash and cash equivalents at end of year $ 117,741 $ 133,451 $ 210,048 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Net Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to the net assets acquired and the liabilities assumed as of the CECity acquisition date of August 20, 2015 (in thousands): Acquisition Date Fair Value Purchase price $ 400,000 Working capital adjustment (28 ) Total purchase price 399,972 Less: cash acquired (1,708 ) Total purchase price, net of cash acquired 398,264 Accounts receivable 3,877 Other current assets 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,177 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,958 The fair values assigned to the net assets acquired and the liabilities assumed as of the acquisition date were as follows (in thousands): Acquisition Date Fair Value Cash paid at closing $ 227,500 Cash paid on January 10, 2017 97,500 Purchase price 325,000 Additional cash paid at closing 10,984 Adjusted purchase price 335,984 Earn-out liability 16,662 Receivable from GNYHA Holdings, LLC (3,000 ) Total consideration paid 349,646 Cash acquired (16,267 ) Net consideration 333,379 50% ownership interest in Innovatix 218,356 Payable to Innovatix and Essensa (5,765 ) Enterprise value 545,970 Accounts receivable 21,242 Prepaid expenses and other current assets 686 Fixed assets 3,476 Intangible assets 241,494 Total assets acquired 266,898 Accrued expenses 5,264 Revenue share obligations 7,011 Other current liabilities 694 Total liabilities assumed 12,969 Deferred tax liability 42,636 Goodwill $ 334,677 |
INVESTMENTS - (Tables)
INVESTMENTS - (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company's investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income (Loss) June 30, Year Ended June 30, 2018 2017 2018 2017 2016 FFF $ 91,804 $ 85,520 $ 6,283 $ 4,400 $ — Bloodbuy 1,918 2,066 (147 ) (119 ) (65 ) PharmaPoint — 4,232 (4,232 ) (340 ) (379 ) Innovatix — — — 10,743 21,797 Other investments 331 1,061 (730 ) 61 294 Total investments $ 94,053 $ 92,879 $ 1,174 $ 14,745 $ 21,647 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets at Fair Value on a Recurring Basis | The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018 Cash equivalents $ 62,684 $ 62,684 $ — $ — FFF call right 610 — — 610 Deferred compensation plan assets 48,215 48,215 — — Total assets $ 111,509 $ 110,899 $ — $ 610 FFF put right $ 42,041 $ — $ — $ 42,041 Total liabilities $ 42,041 $ — $ — $ 42,041 June 30, 2017 Cash equivalents $ 22,218 $ 22,218 $ — $ — FFF call right 4,655 — — 4,655 Deferred compensation plan assets 47,202 47,202 — — Total assets $ 74,075 $ 69,420 $ — $ 4,655 Earn-out liabilities $ 21,310 $ — $ — $ 21,310 FFF put right 24,050 — — 24,050 Total liabilities $ 45,360 $ — $ — $ 45,360 |
Reconciliation Earn-Out Liabilities and FFF Put and Call Rights | A reconciliation of the Company's earn-out liabilities and FFF put and call rights is as follows (in thousands): Beginning Balance Purchases (Settlements) Gain (Loss) Ending Balance Year ended June 30, 2018 FFF call right $ 4,655 $ — $ (4,045 ) $ 610 Total Level 3 assets $ 4,655 $ — $ (4,045 ) $ 610 Earn-out liabilities $ 21,310 $ (21,125 ) $ 185 $ — FFF put right 24,050 — (17,991 ) 42,041 Total Level 3 liabilities $ 45,360 $ (21,125 ) $ (17,806 ) $ 42,041 Year ended June 30, 2017 FFF call right $ — $ 10,361 $ (5,706 ) $ 4,655 Total Level 3 assets $ — $ 10,361 $ (5,706 ) $ 4,655 Earn-out liabilities $ 4,128 $ 16,662 $ (520 ) $ 21,310 FFF put right — 25,821 1,771 24,050 Total Level 3 liabilities $ 4,128 $ 42,483 $ 1,251 $ 45,360 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Trade accounts receivable consisted primarily of amounts due from hospital and healthcare system members for services and products. Managed services receivable consisted of amounts receivable related to fees for services provided to members utilizing the Company's integrated pharmacy services to support contract negotiation and administration, claims data, rebate processing and evaluation of pharmacy formulary and utilization. June 30, 2018 2017 Trade accounts receivable $ 150,426 $ 130,126 Managed services receivable 35,766 31,383 Other 1,523 48 Total accounts receivable 187,715 161,557 Allowance for doubtful accounts (1,841 ) (1,812 ) Accounts receivable, net $ 185,874 $ 159,745 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2018 2017 Capitalized software 2-5 years $ 409,017 $ 340,271 Computer hardware 3-5 years 68,057 57,320 Furniture and other equipment 5 years 8,284 8,218 Leasehold improvements Lesser of estimated useful life or term of lease 18,926 18,016 Total property and equipment 504,284 423,825 Accumulated depreciation and amortization (297,591 ) (236,460 ) Property and equipment, net $ 206,693 $ 187,365 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, Useful Life 2018 2017 Member relationships 14.7 years $ 220,100 $ 220,100 Technology 5.0 years 142,317 143,727 Customer relationships 8.3 years 48,120 48,120 Trade names 8.3 years 22,710 22,710 Distribution network 10.0 years 22,400 22,400 Favorable lease commitments 10.1 years 11,393 11,393 Non-compete agreements 5.9 years 8,710 8,710 Total intangible assets 475,750 477,160 Accumulated amortization (153,635 ) (99,198 ) Total intangible assets, net $ 322,115 $ 377,962 |
Schedule of Estimated Aggregate Amortization Expense | The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2019 $ 53,941 2020 49,077 2021 27,953 2022 24,964 2023 23,890 Thereafter 139,290 Total amortization expense (a) $ 319,115 (a) Estimated aggregate amortization expense for the next five fiscal years and thereafter excludes amortization on technology under development, which was classified as technology in the total intangible assets, net table, of $3.0 million at June 30, 2018 . |
Schedule of Net Carrying Value of Intangible Assets by Segment | The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2018 2017 Supply Chain Services $ 235,485 $ 255,601 Performance Services 86,630 122,361 Total intangible assets, net $ 322,115 $ 377,962 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): June 30, 2018 2017 Supply Chain Services $ 400,348 $ 400,348 Performance Services 506,197 506,197 Total goodwill $ 906,545 $ 906,545 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Long-term Assets | Other long-term assets consisted of the following (in thousands): June 30, 2018 2017 Deferred loan costs, net $ 506 $ 1,051 FFF call right 610 4,655 Other 2,875 4,565 Total other long-term assets $ 3,991 $ 10,271 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): June 30, Commitment Amount Due Date 2018 2017 Credit Facility $ 750,000 June 24, 2019 $ 100,000 $ 220,000 Notes payable — Various 7,212 14,272 Total debt 107,212 234,272 Less: current portion (100,250 ) (227,993 ) Total long-term debt $ 6,962 $ 6,279 |
Schedule of Future Minimum Principal Payments of Notes Payable | Future minimum principal payments on the notes as of June 30, 2018 are as follows (in thousands): 2019 $ 250 2020 2,046 2021 3,556 2022 416 2023 944 Thereafter — Total principal payments $ 7,212 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2018 2017 Deferred rent $ 13,402 $ 14,045 Reserve for uncertain tax positions 8,261 3,819 Earn-out liability, less current portion — 185 FFF put right 42,041 24,050 Total other long-term liabilities $ 63,704 $ 42,099 |
REDEEMABLE LIMITED PARTNERS' 43
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Changes in Redeemable Limited Partners' Capital | The table below provides a summary of the changes in the redeemable limited partners' capital from June 30, 2015 to June 30, 2018 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions applied to receivables from limited partners 5,407 — — 5,407 Redemption of limited partners — (4,281 ) — (4,281 ) Net income attributable to non-controlling interest in Premier LP — 193,547 — 193,547 Distributions to limited partners — (92,767 ) — (92,767 ) Net unrealized loss on marketable securities — — (77 ) (77 ) Exchange of Class B common units for Class A common stock by member owners — (267,681 ) — (267,681 ) Adjustment of redeemable limited partners' capital to redemption amount — (776,750 ) — (776,750 ) June 30, 2016 $ (6,226 ) $ 3,143,541 $ (85 ) $ 3,137,230 Distributions applied to receivables from limited partners 2,049 — — 2,049 Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital Redemption of limited partners — (416 ) — (416 ) Net income attributable to non-controlling interest in Premier LP — 336,052 — 336,052 Distributions to limited partners — (92,892 ) — (92,892 ) Net realized loss on marketable securities — — 85 85 Exchange of Class B common units for Class A common stock by member owners — (157,371 ) — (157,371 ) Exchange of Class B common units for cash by member owners — (123,330 ) — (123,330 ) Adjustment of redeemable limited partners' capital to redemption amount — 37,176 — 37,176 June 30, 2017 $ (4,177 ) $ 3,142,760 $ — $ 3,138,583 Distributions applied to receivables from limited partners 1,972 — — 1,972 Redemption of limited partners — (942 ) — (942 ) Net income attributable to non-controlling interest in Premier LP — 224,269 — 224,269 Distributions to limited partners — (69,770 ) — (69,770 ) Exchange of Class B common units for Class A common stock by member owners — (216,121 ) — (216,121 ) Adjustment of redeemable limited partners' capital to redemption amount — (157,581 ) — (157,581 ) June 30, 2018 $ (2,205 ) $ 2,922,615 $ — $ 2,920,410 |
Schedule of Incentive Distributions Made to Managing Members or General Partners by Distribution [Table Text Block] | Quarterly distributions made to limited partners during the current fiscal year are as follows (in thousands): Date Distribution (a) August 24, 2017 $ 24,951 November 22, 2017 $ 20,752 February 22, 2018 $ 20,396 May 24, 2018 $ 13,157 (a) Distributions are equal to Premier LP's total taxable income from the preceding fiscal quarter-to-date period for each respective distribution date multiplied by the Company's standalone effective combined federal, state and local income tax rate for each respective distribution date. Premier LP expects to make a $15.5 million quarterly distribution on or before August 23, 2018. The distribution is reflected in limited partners' distribution payable in the accompanying Consolidated Balance Sheets at June 30, 2018 . |
Schedule of Limited Partners' Capital Account by Class | During the year ended June 30, 2018 , the Company recorded total reductions of $216.1 million to redeemable limited partners' capital to reflect the exchange of approximately 6.5 million Class B common units and surrender of associated shares of Class B common stock by member owners for a like number of shares of the Company's Class A common stock (see Note 15 - Earnings (Loss) Per Share for more information). Quarterly exchanges during the current fiscal year were as follows (in thousands, except Class B common units): Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital July 31, 2017 1,231,410 $ 42,976 October 31, 2017 3,651,294 119,289 January 31, 2018 1,006,435 32,659 April 30, 2018 642,566 21,197 6,531,705 $ 216,121 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Common Shares Used for Earnings (Loss) Per Share | The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2018 2017 2016 Numerator for basic earnings per share: Net income attributable to stockholders $ 190,882 $ 76,249 $ 818,364 Numerator for diluted earnings per share: Net income attributable to stockholders $ 190,882 $ 76,249 $ 818,364 Adjustment of redeemable limited partners' capital to redemption amount (157,581 ) — (776,750 ) Net income attributable to non-controlling interest in Premier LP 224,269 — 193,547 Net income 257,570 76,249 235,161 Tax effect on Premier, Inc. net income (a) (70,257 ) — (93,836 ) Adjusted net income $ 187,313 $ 76,249 $ 141,325 Denominator for basic earnings per share: Weighted average shares (b) 53,518 49,654 42,368 Denominator for diluted earnings per share: Weighted average shares (b) 53,518 49,654 42,368 Effect of dilutive securities: (c) Stock options 275 286 348 Restricted stock 295 215 589 Performance share awards 252 219 1,429 Class B shares outstanding 83,000 — 100,574 Weighted average shares and assumed conversions 137,340 50,374 145,308 Basic earnings per share $ 3.57 $ 1.54 $ 19.32 Diluted earnings per share $ 1.36 $ 1.51 $ 0.97 (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from non-controlling interest in Premier, LP for the purpose of diluted earnings (loss) per share. (b) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the years ended June 30, 2018, 2017 and 2016 . (c) For the year ended June 30, 2018 , the effect of 1.6 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2017 , the effect of 90.8 million Class B common units exchangeable for Class A common shares and 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2016 , the effect of 1.3 million stock options were excluded from diluted weighted average share outstanding as they had an anti-dilutive effect. |
Schedule of Exchange Agreement | The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock and/or cash in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement, including activity related to the Class A and Class B common units and Class A and Class B common stock through the date of the applicable quarterly exchange: Quarterly Exchange by Member Owners Class B Common Shares Retired Upon Exchange (a) Class B Common Shares Outstanding After Exchange (a) Class A Common Shares Outstanding After Exchange (b) Percentage of Combined Voting Power Class B/Class A Common Stock July 31, 2017 1,231,410 86,067,478 53,212,057 62%/38% October 31, 2017 3,651,294 82,416,184 57,215,143 59%/41% January 31, 2018 1,006,435 81,169,319 54,829,086 60%/40% April 30, 2018 642,566 80,335,701 52,585,392 60%/40% July 31, 2018 (c) 816,468 79,519,233 53,256,897 60%/40% (a) The number of Class B common shares retired or outstanding are equivalent to the number of Class B common units retired upon exchange or outstanding after the exchange, as applicable. (b) The number of Class A common shares outstanding after exchange also includes activity related to the Company's share repurchase program (see Note 14 - Stockholders' Deficit), equity incentive plan (see Note 16 - Stock-Based Compensation) and departed member owners (see Note 13 - Redeemable Limited Partners' Capital). (c) As the quarterly exchange occurred on July 31, 2018, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2018 . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2018 : 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, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Granted 261,966 $ 32.92 700,733 $ 32.62 560,497 $ 32.79 Vested/exercised (183,988 ) $ 31.89 (352,867 ) $ 31.73 (284,490 ) $ 30.65 Forfeited (49,093 ) $ 32.71 (115,691 ) $ 32.55 (149,255 ) $ 33.70 Outstanding at June 30, 2018 605,873 $ 33.25 1,318,047 $ 33.00 3,499,251 $ 30.53 Stock options outstanding and exercisable at June 30, 2018 2,501,734 $ 29.56 |
Schedule of Performance Share Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2018 : 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, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Granted 261,966 $ 32.92 700,733 $ 32.62 560,497 $ 32.79 Vested/exercised (183,988 ) $ 31.89 (352,867 ) $ 31.73 (284,490 ) $ 30.65 Forfeited (49,093 ) $ 32.71 (115,691 ) $ 32.55 (149,255 ) $ 33.70 Outstanding at June 30, 2018 605,873 $ 33.25 1,318,047 $ 33.00 3,499,251 $ 30.53 Stock options outstanding and exercisable at June 30, 2018 2,501,734 $ 29.56 |
Schedule of Stock Options Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2018 : 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, 2017 576,988 $ 32.92 1,085,872 $ 32.79 3,372,499 $ 30.31 Granted 261,966 $ 32.92 700,733 $ 32.62 560,497 $ 32.79 Vested/exercised (183,988 ) $ 31.89 (352,867 ) $ 31.73 (284,490 ) $ 30.65 Forfeited (49,093 ) $ 32.71 (115,691 ) $ 32.55 (149,255 ) $ 33.70 Outstanding at June 30, 2018 605,873 $ 33.25 1,318,047 $ 33.00 3,499,251 $ 30.53 Stock options outstanding and exercisable at June 30, 2018 2,501,734 $ 29.56 |
Schedule of Unrecognized Compensation | Unrecognized stock-based compensation expense at June 30, 2018 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 8,233 1.65 years Performance share awards 17,924 1.70 years Stock options 6,620 1.77 years Total unrecognized stock-based compensation expense $ 32,777 1.70 years |
Summary of the Aggregate Intrinsic Value of Stock Options | The aggregate intrinsic value of stock options at June 30, 2018 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 17,091 Expected to vest 3,398 Total outstanding $ 20,489 Exercised during the year ended June 30, 2018 $ 1,157 |
Schedule of Fair Value using Black-Scholes Option Pricing Model | The Company estimated the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortized expense over each option's vesting period using the straight-line attribution approach: June 30, 2018 2017 2016 Expected life (a) 6 years 6 years 6 years Expected dividend (b) — — — Expected volatility (c) 29.4% - 32.3% 32.0% - 33.0% 32.7% - 33.5% Risk-free interest rate (d) 1.9% - 2.9% 1.3% - 2.1% 1.2% - 1.8% Weighted average option grant date fair value $9.48 - $11.42 $10.48 - $12.00 $11.11 - $12.40 (a) The six -year expected life (estimated period of time outstanding) of stock options granted was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. This method was utilized for the stock options due to the lack of historical exercise behavior of Premier's employees. (b) No dividends are expected to be paid over the contractual term of the stock options granted, resulting in the use of a zero expected dividend rate. (c) The expected volatility rate is based on the observed historical volatilities of comparable companies. (d) The risk-free interest rate was interpolated from the five -year and seven -year Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Significant components of the consolidated expense for income taxes are as follows (in thousands): Year Ended June 30, 2018 2017 2016 Current: Federal $ 22,103 $ 16,638 $ 19,765 State 4,141 4,614 4,242 Total current expense 26,244 21,252 24,007 Deferred: Federal 232,673 49,392 15,703 State 317 11,170 10,011 Total deferred expense 232,990 60,562 25,714 Provision for income taxes $ 259,234 $ 81,814 $ 49,721 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the Company’s effective tax rate on income from continuing operations and the statutory tax rates of 28.1% , 35.0% , 35.0% for fiscal year ended June 30, 2018, 2017 and 2016 , respectively, is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Computed tax expense $ 145,015 $ 185,952 $ 99,709 Partnership income not subject to tax (70,257 ) (85,142 ) (85,063 ) State taxes (net of federal benefit) 12,901 9,823 664 Remeasurement adjustments and other permanent items (53,151 ) (78,998 ) 1,051 Expense (benefit) on subsidiaries treated separately for income tax purposes (983 ) 18,660 (7,497 ) Change in valuation allowance (33,106 ) 26,829 36,279 Deferred tax remeasurement 256,787 9,950 8,080 Other 2,028 (5,260 ) (3,502 ) Provision for income taxes $ 259,234 $ 81,814 $ 49,721 Effective income tax rate 50.2 % 15.4 % 17.5 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2018 and 2017 are presented below (in thousands): June 30, 2018 2017 Deferred tax asset Partnership basis differences in Premier LP $ 298,306 $ 473,193 Stock compensation 18,347 23,037 Accrued expenses 32,543 44,096 Net operating losses and credits 35,444 47,629 Other 12,103 11,856 Total deferred tax assets 396,743 599,811 Valuation allowance for deferred tax assets (58,681 ) (91,787 ) Net deferred tax assets 338,062 508,024 Deferred tax liability Purchased intangible assets and depreciation (49,855 ) (71,994 ) Other liabilities (152 ) (1,774 ) Net deferred tax asset $ 288,055 $ 434,256 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the years ended June 30, 2018, 2017 and 2016 are as follows (in thousands): Year Ended June 30, 2018 2017 2016 Beginning of year balance $ 5,043 $ 4,381 $ 3,436 Increases in prior period tax positions 12,965 101 318 Decreases in prior period tax positions (179 ) (870 ) (201 ) Reductions on settlements and lapse in statute of limitations (611 ) (22 ) (721 ) Increases in current period tax positions 1,261 1,453 1,549 End of year balance $ 18,479 $ 5,043 $ 4,381 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): 2019 $ 12,158 2020 11,220 2021 10,779 2022 10,945 2023 10,996 Thereafter 31,336 Total future minimum lease payments $ 87,434 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Reconciliation of Net Revenue and EBITDA | Segment information was as follows (in thousands): Year Ended June 30, 2018 2017 2016 Net revenue: Supply Chain Services Net administrative fees $ 643,839 $ 557,468 $ 498,394 Other services and support 11,454 9,704 4,385 Services 655,293 567,172 502,779 Products 645,284 534,118 326,646 Total Supply Chain Services 1,300,577 1,101,290 829,425 Performance Services 360,679 353,383 333,169 Net revenue $ 1,661,256 $ 1,454,673 $ 1,162,594 Depreciation and amortization expense (a) : Supply Chain Services $ 21,734 $ 14,209 $ 1,401 Performance Services 95,808 85,299 76,500 Corporate 9,217 7,703 6,255 Total depreciation and amortization expense $ 126,759 $ 107,211 $ 84,156 Capital expenditures: Supply Chain Services $ 1,691 $ 483 $ 914 Performance Services 80,900 66,686 62,337 Corporate 10,089 4,203 13,739 Total capital expenditures $ 92,680 $ 71,372 $ 76,990 June 30, Total assets: 2018 2017 Supply Chain Services $ 991,837 $ 1,017,023 Performance Services 860,409 888,862 Corporate 459,970 601,951 Total assets $ 2,312,216 $ 2,507,836 (a) Includes amortization of purchased intangible assets. |
Reconciliation of Segment Adjusted EBITDA to Operating Income | A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Income before income taxes $ 516,804 $ 531,291 $ 284,882 Remeasurement gain attributable to acquisition of Innovatix, LLC — (205,146 ) — Equity in net income of unconsolidated affiliates (a) (1,174 ) (14,745 ) (21,647 ) Interest and investment loss, net (b) 5,300 4,512 1,021 Loss on disposal of long-lived assets 2,376 2,422 — Other expense (income) 16,324 (614 ) 1,692 Operating income 539,630 317,720 265,948 Depreciation and amortization 71,312 58,884 51,102 Amortization of purchased intangible assets 55,447 48,327 33,054 Stock-based compensation (c) 29,799 26,860 49,081 Acquisition related expenses 8,335 15,790 15,804 Strategic and financial restructuring expenses (d) 2,512 31 268 Remeasurement of tax receivable agreement liabilities (e) (177,174 ) (5,447 ) (4,818 ) ERP implementation expenses (f) 1,000 2,028 4,870 Acquisition related adjustment - revenue (g) 300 18,049 5,624 Equity in net income of unconsolidated affiliates (a) 1,174 14,745 21,647 Impairment on investments (a) 5,002 — — Deferred compensation plan income (expense) (h) 3,960 4,020 (1,605 ) Other income 1,752 584 — Adjusted EBITDA $ 543,049 $ 501,591 $ 440,975 Segment Adjusted EBITDA: Supply Chain Services $ 535,380 $ 493,763 $ 439,013 Performance Services 123,429 121,090 110,787 Corporate (115,760 ) (113,262 ) (108,825 ) Adjusted EBITDA $ 543,049 $ 501,591 $ 440,975 (a) Refer to Note 4 - Investments for further information. (b) Represents interest expense, net and realized gains and losses on our marketable securities. (c) Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.4 million during both of the years ended June 30, 2018 and 2017 . (d) Represents legal, accounting and other expenses directly related to strategic and financial restructuring expenses. (e) Represents adjustments to TRA liabilities for a 14% decrease in the U.S. federal corporate income tax rate that occurred during the year ended June 30, 2018 , which is a result of the TCJA that was enacted on December 22, 2017, an increase in income apportioned to California and a 1.5% decrease in the North Carolina state income tax rate during the year ended June 30, 2017 , and an adjustment for a 1% decrease in North Carolina state income tax rate during the year ended June 30, 2016. (f) Represents implementation and other costs associated with the implementation of our enterprise resource planning ("ERP") system. (g) This item includes non-cash adjustments to deferred revenue of acquired entities of $0.3 million , $0.6 million and $5.6 million for the years ended June 30, 2018, 2017 and 2016 , respectively. Business combination accounting rules require the Company to record a deferred revenue liability at its fair value only if the acquired deferred revenue represents a legal performance obligation assumed by the acquirer. The fair value is based on direct and indirect incremental costs of providing the services plus a normal profit margin. Generally, this results in a reduction to the purchased deferred revenue balance, which was based on upfront software license update fees and product support contracts assumed in connection with acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one-year period subsequent to the acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The Non-GAAP adjustment to software license update fees and product support revenues is intended to include, and thus reflect, the full amount of such revenues. Also, during the year ended June 30, 2017 we recorded $17.4 million of purchase accounting adjustments to Adjusted EBITDA related to our acquisition of Innovatix and Essensa on December 2, 2016. This adjustment reflects the fair value of administrative fees related to member purchases that occurred prior to December 2, 2016, but were reported to us subsequent to that date through June 30, 2017 . Under our revenue recognition accounting policy, which is in accordance with GAAP, these administrative fees would be ordinarily recorded as revenue when reported to us; however, the acquisition method of accounting requires us to estimate the amount of purchases prior to the acquisition date and to record the fair value of the administrative fees to be received from those purchases as an account receivable (as opposed to recognizing revenue when these transactions are reported to us) and record any corresponding revenue share obligation as a liability. The purchase accounting adjustment amounted to an estimated $21.2 million of accounts receivable relating to these administrative fees and an estimated $3.8 million for the related revenue share obligation through June 30, 2017 . (h) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. |
QUARTERLY FINANCIAL DATA (UNA49
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2018 and 2017 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal Year 2018 Net revenue $ 390,564 $ 411,398 $ 425,338 $ 433,956 Gross profit 199,188 210,871 221,790 231,116 Net income 60,616 19,769 76,549 100,636 Net income attributable to non-controlling interest in Premier LP (44,610 ) (56,485 ) (53,047 ) (70,127 ) Adjustment of redeemable limited partners' capital to redemption amount 320,424 317,916 (127,039 ) (353,720 ) Net income (loss) attributable to stockholders $ 336,430 $ 281,200 $ (103,537 ) $ (323,211 ) Weighted average shares outstanding: Basic 52,909 55,209 53,529 52,412 Diluted 140,046 139,237 53,529 52,412 Net income (loss) per share attributable to stockholders: Basic $ 6.36 $ 5.09 $ (1.93 ) $ (6.17 ) Diluted $ 0.30 $ 0.06 $ (1.93 ) $ (6.17 ) Fiscal Year 2017 Net revenue $ 313,272 $ 358,500 $ 379,803 $ 403,098 Gross profit 174,769 182,486 202,555 214,815 Net income 58,095 246,184 71,338 73,860 Net income attributable to non-controlling interest in Premier LP (49,601 ) (181,173 ) (51,433 ) (53,845 ) Adjustment of redeemable limited partners' capital to redemption amount 61,808 335,264 (100,506 ) (333,742 ) Net income (loss) attributable to stockholders $ 70,302 $ 400,275 $ (80,601 ) $ (313,727 ) Weighted average shares outstanding: Basic 47,214 49,445 50,525 51,470 Diluted 142,962 141,308 50,525 51,470 Net income (loss) per share attributable to stockholders: Basic $ 1.49 $ 8.10 $ (1.60 ) $ (6.10 ) Diluted $ 0.26 $ 1.58 $ (1.60 ) $ (6.10 ) |
ORGANIZATION AND BASIS OF PRE50
ORGANIZATION AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | Apr. 30, 2018shares | Jan. 31, 2018shares | Oct. 31, 2017shares | Jul. 31, 2017shares | Oct. 01, 2013 | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2017$ / shares | Sep. 30, 2017$ / shares | Jun. 30, 2017$ / shares | Mar. 31, 2017$ / shares | Dec. 31, 2016$ / shares | Sep. 30, 2016$ / shares | Jun. 30, 2018USD ($)segment$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares |
Schedule of Organization [Line Items] | ||||||||||||||||
Number of reportable segments | segment | 2 | |||||||||||||||
Common stock owned, member owners, percentage | 40.00% | 37.00% | 40.00% | 37.00% | ||||||||||||
Diluted earnings (loss) per share (in dollars per share) | $ (6.17) | $ (1.93) | $ 0.06 | $ 0.30 | $ (6.10) | $ (1.60) | $ 1.58 | $ 0.26 | $ 1.36 | $ 1.51 | $ 0.97 | |||||
Limited partnership, limited partners ownership percentage | 60.00% | 63.00% | ||||||||||||||
Term of tax receivable agreement | 15 years | |||||||||||||||
Estimated amount of tax savings recorded as a liability, as a percentage | 85.00% | 85.00% | ||||||||||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||||||||||||
Remeasurement of tax receivable agreement liabilities | $ | $ 177,174 | $ 5,447 | $ 4,818 | |||||||||||||
Common Class B Unit | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Exchange agreement conversion ratio | 0.1429 | |||||||||||||||
Common stock conversion ratio | 1 | 1 | ||||||||||||||
Member Owners | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Resale shelf registration statement effective term | 7 years | |||||||||||||||
Probation period for company-directed underwritten public offering | 60 days | |||||||||||||||
Class B Common Stock | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 642,566 | 1,006,435 | 3,651,294 | 1,231,410 | 6,531,705 | |||||||||||
Two Largest GPO Member Owners | Minimum | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Participation agreements, automatic extension term | 5 years | |||||||||||||||
Two Largest GPO Member Owners | Maximum | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Participation agreements, automatic extension term | 7 years | |||||||||||||||
Previously stated | ||||||||||||||||
Schedule of Organization [Line Items] | ||||||||||||||||
Diluted earnings (loss) per share (in dollars per share) | $ (1.66) | $ 0.36 | $ 1.50 | $ 1.33 |
ORGANIZATION AND BASIS OF PRE51
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Assets and Liabilities of Premier LP (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Assets | ||
Current | $ 428,618 | $ 408,812 |
Liabilities | ||
Current | 448,882 | 571,587 |
Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Current | 393,863 | 385,477 |
Noncurrent | 1,577,974 | 1,616,539 |
Total assets of Premier LP | 1,971,837 | 2,002,016 |
Liabilities | ||
Current | 457,172 | 560,582 |
Noncurrent | 128,793 | 134,635 |
Total liabilities of Premier LP | $ 585,965 | $ 695,217 |
ORGANIZATION AND BASIS OF PRE52
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Net Income Attributable to Premier LP (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Variable Interest Entity [Line Items] | |||||||||||
Net income | $ 100,636 | $ 76,549 | $ 19,769 | $ 60,616 | $ 73,860 | $ 71,338 | $ 246,184 | $ 58,095 | $ 257,570 | $ 449,477 | $ 235,161 |
Variable Interest Entity, Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net income | $ 371,131 | $ 522,310 | $ 275,955 |
ORGANIZATION AND BASIS OF PRE53
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Premier LP's Cashflows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Variable Interest Entity [Line Items] | |||
Operating activities | $ 507,706 | $ 392,247 | $ 371,470 |
Investing activities | (92,680) | (465,053) | (159,636) |
Financing activities | (419,375) | (19,276) | (109,539) |
Net increase (decrease) in cash and cash equivalents | (4,349) | (92,082) | 102,295 |
Cash and cash equivalents at beginning of year | 156,735 | 248,817 | 146,522 |
Cash and cash equivalents at end of year | 152,386 | 156,735 | 248,817 |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Operating activities | 534,643 | 439,746 | 393,352 |
Investing activities | (92,680) | (465,053) | (159,636) |
Financing activities | (457,673) | (51,290) | (150,330) |
Net increase (decrease) in cash and cash equivalents | (15,710) | (76,597) | 83,386 |
Cash and cash equivalents at beginning of year | 133,451 | 210,048 | 126,662 |
Cash and cash equivalents at end of year | $ 117,741 | $ 133,451 | $ 210,048 |
SIGNIFICANT ACCOUNTING POLICI54
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized costs related to software development for internal use | $ 74.9 | $ 66.6 |
Capitalized software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
SIGNIFICANT ACCOUNTING POLICI55
SIGNIFICANT ACCOUNTING POLICIES - Deferred Compensation Plan Assets and Related Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets, current | $ 3,600 | $ 5,700 | |
Deferred compensation plan assets, total | 44,577 | 41,518 | |
Deferred compensation plan income (expense) | (3,960) | (4,020) | $ 1,605 |
Other Income (Expense), Net | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Unrealized gains (losses) on plan assets | 4,000 | 4,000 | (1,600) |
Selling, General and Administrative Expenses | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan income (expense) | $ (4,000) | $ (4,000) | $ 1,600 |
SIGNIFICANT ACCOUNTING POLICI56
SIGNIFICANT ACCOUNTING POLICIES - Tax Receivable Agreements (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Estimated amount of tax savings recorded as a liability, as a percentage | 85.00% |
Term of tax receivable agreement | 15 years |
SIGNIFICANT ACCOUNTING POLICI57
SIGNIFICANT ACCOUNTING POLICIES - Redeemable Limited Partner's Capital (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Common Class B Unit | |
Redeemable Noncontrolling Interest [Line Items] | |
Common stock conversion ratio | 1 |
Limited Partner | |
Redeemable Noncontrolling Interest [Line Items] | |
Period of payment of partnership interest upon withdrawal from partnership | 5 years |
SIGNIFICANT ACCOUNTING POLICI58
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Deferred Revenue Arrangement [Line Items] | |
Service period | 1 year |
Term of insurance policies | 1 year |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold | 1.00% |
Single serve arrangement maturity period | 3 months |
Minimum | Software Service, Support and Maintenance Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Informatics subscriptions agreement period | 3 years |
Implementation period after contract execution | 60 days |
Minimum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 250 days |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold | 3.00% |
Single serve arrangement maturity period | 5 years |
Maximum | Software Service, Support and Maintenance Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Informatics subscriptions agreement period | 5 years |
Implementation period after contract execution | 300 days |
Maximum | Software License Arrangement | |
Deferred Revenue Arrangement [Line Items] | |
Implementation period after contract execution | 300 days |
SIGNIFICANT ACCOUNTING POLICI59
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Selling, General and Administrative Expenses | |||
Property, Plant and Equipment [Line Items] | |||
Advertising costs | $ 4.3 | $ 3.8 | $ 3.3 |
BUSINESS ACQUISITIONS - Acquisi
BUSINESS ACQUISITIONS - Acquisition of Innovatix and Essensa (Narrative) (Details) - USD ($) | Jun. 24, 2017 | Jan. 10, 2017 | Dec. 02, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 01, 2016 |
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 8,335,000 | $ 15,790,000 | $ 15,804,000 | ||||
Goodwill | 906,545,000 | 906,545,000 | |||||
Earn-out liability payment to GNYHA Holdings | 16,662,000 | 0 | 0 | ||||
Investments in unconsolidated affiliates | 94,053,000 | 92,879,000 | |||||
Remeasurement gain | 0 | $ 205,146,000 | $ 0 | ||||
Innovatix | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | 50.00% | ||||
Business acquisition, percentage of voting interests acquired | 50.00% | ||||||
50% ownership interest in Innovatix | $ 218,400,000 | ||||||
Remeasurement gain | $ 205,100,000 | $ 205,100,000 | |||||
Essensa Ventures, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||
Innovatix LLC And Essensa Ventures, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 325,000,000 | $ 325,000,000 | |||||
Cash payment for acquisition | $ 97,500,000 | 227,500,000 | |||||
Payments to acquire businesses, adjusted purchase price | 335,984,000 | ||||||
Acquisition related expenses | 5,200,000 | $ 6,500,000 | |||||
Goodwill | 334,677,000 | ||||||
Maximum earnout | 43,000,000 | ||||||
Earn-out liability | 16,662,000 | 21,100,000 | |||||
Receivable from GNYHA Holdings, LLC | 3,000,000 | ||||||
Earn-out liability payment to GNYHA Holdings | 21,100,000 | ||||||
50% ownership interest in Innovatix | 218,356,000 | ||||||
Innovatix | |||||||
Business Acquisition [Line Items] | |||||||
Investments in unconsolidated affiliates | $ 13,300,000 | ||||||
Executive Officers | Innovatix LLC And Essensa Ventures, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Receivable from GNYHA Holdings, LLC | $ 3,000,000 | ||||||
Earn-out liability payment to GNYHA Holdings | $ 1,500,000 |
BUSINESS ACQUISITIONS - Acqui61
BUSINESS ACQUISITIONS - Acquisition of Innovatix and Essensa (Details) - USD ($) $ in Thousands | Jun. 24, 2017 | Jan. 10, 2017 | Dec. 02, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||||||
Revenue share obligations | $ 78,999 | $ 72,078 | ||||
Goodwill | 906,545 | 906,545 | ||||
Innovatix LLC And Essensa Ventures, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 97,500 | $ 227,500 | ||||
Purchase price | $ 325,000 | 325,000 | ||||
Additional cash paid at closing | 10,984 | |||||
Adjusted purchase price | 335,984 | |||||
Earn-out liability | 16,662 | 21,100 | ||||
Receivable from GNYHA Holdings, LLC | (3,000) | |||||
Total consideration paid | 349,646 | |||||
Less: cash acquired | (16,267) | |||||
Total purchase price, net of cash acquired | 333,379 | $ 0 | $ 319,717 | $ 0 | ||
50% ownership interest in Innovatix | 218,356 | |||||
Payable to Innovatix and Essensa | (5,765) | |||||
Enterprise value | 545,970 | |||||
Accounts receivable | 21,242 | |||||
Prepaid expenses and other current assets | 686 | |||||
Fixed assets | 3,476 | |||||
Intangible assets | 241,494 | |||||
Total assets acquired | 266,898 | |||||
Accrued expenses | 5,264 | |||||
Revenue share obligations | 7,011 | |||||
Other current liabilities | 694 | |||||
Total liabilities assumed | 12,969 | |||||
Deferred tax liability | 42,636 | |||||
Goodwill | $ 334,677 |
BUSINESS ACQUISITIONS - Acqui62
BUSINESS ACQUISITIONS - Acquisition of Acro Pharmaceutica (Details) - USD ($) $ in Thousands | Aug. 23, 2016 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 906,545 | $ 906,545 | |
Acro Pharmaceutical Services LLC And Community Pharmacy Services, LLC | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Cash payment for acquisition | $ 75,000 | ||
Payments to acquire businesses, adjusted purchase price | 62,900 | ||
Goodwill | $ 33,900 |
BUSINESS ACQUISITIONS - Acqui63
BUSINESS ACQUISITIONS - Acquisition of InFlow (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Earn-out liability, less current portion | $ 0 | $ 185,000 | |
Goodwill | 906,545,000 | 906,545,000 | |
InFlowHealth, LLC | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 6,100,000 | ||
Earn-out liability, less current portion | $ 0 | $ 200,000 | |
Goodwill | 5,900,000 | ||
InFlowHealth, LLC | Restricted Stock | |||
Business Acquisition [Line Items] | |||
Aggregate equity grant value of restricted stock units | $ 2,100,000 | ||
Award vesting period | 3 years | ||
InFlowHealth, LLC | Earn-out liabilities | |||
Business Acquisition [Line Items] | |||
Maximum earn-out opportunity | $ 26,900,000 |
BUSINESS ACQUISITIONS - Acqui64
BUSINESS ACQUISITIONS - Acquisition of CECity (Narrative) (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||||
Acquisition related expenses | $ 8,335 | $ 15,790 | $ 15,804 | |
Goodwill | 906,545 | 906,545 | ||
CECity.com, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||
Total purchase price, net of cash acquired | $ 398,264 | $ 0 | 0 | $ 398,261 |
Cash payment for acquisition | 250,000 | |||
Goodwill | 273,958 | |||
CECity.com, Inc. | Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Acquisition related expenses | $ 4,000 | |||
CECity.com, Inc. | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Borrowings under credit facility used to fund acquisition | $ 150,000 |
BUSINESS ACQUISITIONS - CECITY.
BUSINESS ACQUISITIONS - CECITY.com, Inc. Schedule of Net Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Acquisition Date Fair Value | ||||
Goodwill | $ 906,545 | $ 906,545 | ||
CECity.com, Inc. | ||||
Acquisition Date Fair Value | ||||
Purchase price | $ 400,000 | |||
Working capital adjustment | (28) | |||
Total purchase price | 399,972 | |||
Less: cash acquired | 1,708 | |||
Total purchase price, net of cash acquired | 398,264 | $ 0 | $ 0 | $ 398,261 |
Accounts receivable | 3,877 | |||
Other current assets | 295 | |||
Property and equipment | 605 | |||
Intangible assets | 125,400 | |||
Total assets acquired | 130,177 | |||
Other current liabilities | 5,871 | |||
Total liabilities assumed | 5,871 | |||
Goodwill | $ 273,958 |
BUSINESS ACQUISITIONS - Acqui66
BUSINESS ACQUISITIONS - Acquisition of HCI (Narrative) (Details) - Healthcare Insights, LLC | Jul. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash payment for acquisition | $ 64,300,000 |
Goodwill recognized | 42,400,000 |
Earn-out liabilities | |
Business Acquisition [Line Items] | |
Maximum earn-out opportunity | $ 4,000,000 |
INVESTMENTS Schedule Of Investm
INVESTMENTS Schedule Of Investments In Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | $ 94,053 | $ 92,879 | |
Equity in Net Income (Loss) | 1,174 | 14,745 | $ 21,647 |
FFF | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 91,804 | 85,520 | |
Equity in Net Income (Loss) | 6,283 | 4,400 | 0 |
Bloodbuy | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 1,918 | 2,066 | |
Equity in Net Income (Loss) | (147) | (119) | (65) |
PharmaPoint | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 0 | 4,232 | |
Equity in Net Income (Loss) | (4,232) | (340) | (379) |
Innovatix | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 0 | 0 | |
Equity in Net Income (Loss) | 0 | 10,743 | 21,797 |
Other investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 331 | 1,061 | |
Equity in Net Income (Loss) | $ (730) | $ 61 | $ 294 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 02, 2016 | Jul. 26, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 01, 2016 |
Schedule of Equity Method Investments [Line Items] | ||||||
Impairment recognized | $ 5,002 | $ 0 | $ 0 | |||
Remeasurement gain attributable to acquisition of Innovatix, LLC | $ 0 | $ 205,146 | $ 0 | |||
Innovatix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | 50.00% | |||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Remeasurement gain attributable to acquisition of Innovatix, LLC | $ 205,100 | $ 205,100 | ||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | |||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
FFF | Premier Supply Chain Improvement, Inc | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 49.00% | |||||
Cash payment for acquisition | $ 65,700 | |||||
Purchase price | 81,100 | |||||
Aggregate equity grant value of restricted stock units | $ 15,400 | |||||
Bloodbuy | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 15.00% | 15.00% | ||||
Common limited partners units acquired (in shares) | 5.3 | 5.3 | ||||
PharmaPoint | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Impairment recognized | $ 4,000 | |||||
PharmaPoint | Premier Supply Chain Improvement, Inc | Common Class B Unit | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Subsidiary ownership interest | 28.00% | 28.00% | ||||
Common limited partners units acquired (in shares) | 5 | 5 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 62,684 | $ 22,218 |
Deferred compensation plan assets | 48,215 | 47,202 |
Total assets | 111,509 | 74,075 |
Financial and nonfinancial liabilities, fair value disclosure | 42,041 | 45,360 |
FFF | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 610 | |
Available-for-sale securities | 4,655 | |
FFF put right | 42,041 | 24,050 |
Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | 21,310 | |
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 | 62,684 | 22,218 |
Deferred compensation plan assets | 48,215 | 47,202 |
Total assets | 110,899 | 69,420 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | FFF | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 0 | |
Available-for-sale securities | 0 | |
FFF put right | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | 0 | |
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 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | FFF | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 0 | |
Available-for-sale securities | 0 | |
FFF put right | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | 0 | |
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 | 610 | 4,655 |
Financial and nonfinancial liabilities, fair value disclosure | 42,041 | 45,360 |
Significant Unobservable Inputs (Level 3) | FFF | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FFF call right | 610 | |
Available-for-sale securities | 4,655 | |
FFF put right | $ 42,041 | 24,050 |
Significant Unobservable Inputs (Level 3) | Earn-out liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liabilities | $ 21,310 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Nov. 22, 2017 | Dec. 02, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 01, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Deferred compensation plan assets | $ 44,577 | $ 41,518 | ||||
Earn-out liability payment to GNYHA Holdings | 16,662 | 0 | $ 0 | |||
Remeasurement gain attributable to acquisition of Innovatix, LLC | 0 | 205,146 | $ 0 | |||
Prepaid Expenses and Other Current Assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Deferred compensation plan assets | 3,600 | 5,700 | ||||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notes payable, difference between fair value and carrying value | $ 600 | $ 600 | ||||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | Notes payable | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value inputs, assumed market interest rate | 3.60% | 2.60% | ||||
FFF Put Right | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest in FFF that can be repurchased uppon exercise of Put Right | 50.00% | |||||
FFF Call Right | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Class of warrant or right, period from which warrants or rights exercisable | 180 days | |||||
Innovatix LLC And Essensa Ventures, LLC | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Earn-out liability payment to GNYHA Holdings | $ 21,100 | |||||
Innovatix | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Remeasurement gain attributable to acquisition of Innovatix, LLC | $ 205,100 | $ 205,100 | ||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | 50.00% |
FAIR VALUE MEASUREMENTS Reconci
FAIR VALUE MEASUREMENTS Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset value | $ 610 | $ 4,655 | $ 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, purchases | 0 | 10,361 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, gain (loss) included in earnings | (4,045) | (5,706) | |
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 42,041 | 45,360 | 4,128 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (21,125) | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 42,483 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | (17,806) | 1,251 | |
FFF call right | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset value | 610 | 4,655 | 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, purchases | 0 | 10,361 | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, gain (loss) included in earnings | (4,045) | (5,706) | |
Earn-out liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 0 | 21,310 | 4,128 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (21,125) | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 16,662 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | 185 | (520) | |
FFF put right | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 42,041 | 24,050 | $ 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 25,821 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, gain (loss) included in earnings | $ (17,991) | $ 1,771 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 187,715 | $ 161,557 |
Allowance for doubtful accounts | (1,841) | (1,812) |
Accounts receivable, net | 185,874 | 159,745 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 150,426 | 130,126 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 1,523 | 48 |
Premier Pharmacy Benefit Management, LLC | Managed services receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 35,766 | $ 31,383 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 504,284 | $ 423,825 | |
Accumulated depreciation and amortization | (297,591) | (236,460) | |
Property and equipment, net | 206,693 | 187,365 | |
Depreciation and amortization expense related to property and equipment | 71,312 | 58,884 | $ 51,102 |
Unamortized capitalized software costs | 157,000 | 161,400 | |
Loss on disposal of long-lived assets | 2,376 | 2,422 | $ 0 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 409,017 | 340,271 | |
Capitalized software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 2 years | ||
Capitalized software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 68,057 | 57,320 | |
Computer hardware | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer hardware | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Furniture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,284 | 8,218 | |
Useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 18,926 | $ 18,016 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 475,750 | $ 477,160 |
Accumulated amortization | (153,635) | (99,198) |
Total intangible assets, net | $ 322,115 | 377,962 |
Member relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 14 years 8 months | |
Total intangible assets | $ 220,100 | 220,100 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Total intangible assets | $ 142,317 | 143,727 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years 4 months | |
Total intangible assets | $ 48,120 | 48,120 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years 4 months | |
Total intangible assets | $ 22,710 | 22,710 |
Distribution network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Total intangible assets | $ 22,400 | 22,400 |
Favorable lease commitments | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years 1 month | |
Total intangible assets | $ 11,393 | 11,393 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years 11 months | |
Total intangible assets | $ 8,710 | $ 8,710 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 55,447 | $ 48,327 | $ 33,054 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 3,000 |
INTANGIBLE ASSETS, NET - Sche76
INTANGIBLE ASSETS, NET - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
2,019 | $ 53,941 | ||
2,020 | 49,077 | ||
2,021 | 27,953 | ||
2,022 | 24,964 | ||
2,023 | 23,890 | ||
Thereafter | 139,290 | ||
Total amortization expense | 319,115 | ||
Amortization of purchased intangible assets | 55,447 | $ 48,327 | $ 33,054 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangible assets | $ 3,000 |
INTANGIBLE ASSETS, NET - Sche77
INTANGIBLE ASSETS, NET - Schedule of Net Carrying Value of Intangible Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 322,115 | $ 377,962 |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | 235,485 | 255,601 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 86,630 | $ 122,361 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Goodwill | ||
Goodwill | $ 906,545 | $ 906,545 |
Supply Chain Services | ||
Goodwill | ||
Goodwill | 400,348 | 400,348 |
Performance Services | ||
Goodwill | ||
Goodwill | $ 506,197 | $ 506,197 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred loan costs, net | $ 506 | $ 1,051 | |
FFF call right | 610 | 4,655 | |
Other | 2,875 | 4,565 | |
Total other long-term assets | 3,991 | 10,271 | |
Amortization expense on deferred loan costs | $ 500 | $ 500 | $ 500 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 04, 2015 |
Debt Instrument [Line Items] | |||
Total | $ 107,212,000 | $ 234,272,000 | |
Less: current portion | (100,250,000) | (227,993,000) | |
Total long-term debt | 6,962,000 | 6,279,000 | |
Notes payable | |||
Debt Instrument [Line Items] | |||
Total | 7,212,000 | 14,272,000 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment Amount | $ 750,000,000 | ||
Total | $ 100,000,000 | $ 220,000,000 |
DEBT - Credit Facility (Narrati
DEBT - Credit Facility (Narrative) (Details) | Jun. 04, 2015USD ($)quarter | Jun. 30, 2018USD ($) |
Line of Credit Facility [Line Items] | ||
Debt Instrument, Covenant Compliance, Number of Quarters | quarter | 4 | |
Authorized share repurchase program | $ 200,000,000 | |
Interest expense incurred | 6,600,000 | |
Cash paid for interest expense | $ 5,900,000 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | |
Additional borrowing capacity | $ 250,000,000 | |
Commitment fee, as a percent | 0.125% | |
Maximum leverage ratio | 3 | |
Minimum interest coverage ratio | 3 | |
Indebtedness or guarantee threshold | $ 30,000,000 | |
Judgment default threshold | $ 30,000,000 | |
Amount of credit facility utilized to fund acquisition | $ 30,000,000 | |
Payments on S2S Global revolving line of credit | $ 150,000,000 | |
Revolving Credit Facility | Base Rate Loans | Federal Funds Effective Swap Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Revolving Credit Facility | Base Rate Loans | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Revolving Credit Facility | Base Rate Loans | Three-Month Eurodollar | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 5.125% | |
Revolving Credit Facility | Eurodollar Rate Loans | Three-Month Eurodollar | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 3.461% | |
Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee on unused credit facility, as a percent | 0.125% | |
Revolving Credit Facility | Minimum | Base Rate Loans | Applicable Margin | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.125% | |
Revolving Credit Facility | Minimum | Eurodollar Rate Loans | Applicable Margin | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.125% | |
Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee on unused credit facility, as a percent | 0.25% | |
Revolving Credit Facility | Maximum | Base Rate Loans | Applicable Margin | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.75% | |
Revolving Credit Facility | Maximum | Eurodollar Rate Loans | Applicable Margin | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.75% | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 25,000,000 | |
Swing Line Loan | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 75,000,000 |
DEBT - Notes Payable (Narrative
DEBT - Notes Payable (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 7.2 | $ 14.3 |
Notes payable, current | 0.2 | 8 |
Notes payable, noncurrent | $ 7 | $ 6.3 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years |
DEBT - Principal Payments of No
DEBT - Principal Payments of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Total | $ 107,212 | $ 234,272 |
Notes payable | ||
Debt Instrument [Line Items] | ||
2,019 | 250 | |
2,020 | 2,046 | |
2,021 | 3,556 | |
2,022 | 416 | |
2,023 | 944 | |
Thereafter | 0 | |
Total | $ 7,212 | $ 14,272 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 13,402 | $ 14,045 |
Reserve for uncertain tax positions | 8,261 | 3,819 |
Earn-out liability, less current portion | 0 | 185 |
FFF put right | 42,041 | 24,050 |
Total other long-term liabilities | $ 63,704 | $ 42,099 |
REDEEMABLE LIMITED PARTNERS' 85
REDEEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018USD ($)notes_receivableshares | Jun. 30, 2017USD ($)notes_receivablelimited_partnershares | Jun. 30, 2016USD ($)notes_receivableshares | |
Temporary Equity [Line Items] | |||
Limited partnership, limited partners ownership percentage | 60.00% | 63.00% | |
Exchange of Class B units for Class A common stock by member owners | $ 216,121 | $ 157,371 | $ 267,681 |
Limited Partner | |||
Temporary Equity [Line Items] | |||
Number of interest bearing notes receivable | notes_receivable | 0 | 0 | 0 |
Number of partners withdrawing from partnership | limited_partner | 4 | ||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||
Exchange of Class B units for Class A common stock by member owners | $ 216,121 | $ 157,371 | $ 267,681 |
Common Class B Unit | |||
Temporary Equity [Line Items] | |||
Exchange agreement conversion ratio | 0.1429 | ||
Redeemable Limited Partners' Capital | Limited Partner | |||
Temporary Equity [Line Items] | |||
Noncontrolling interest, change in redemption value | $ 157,600 | (37,200) | 776,800 |
Exchange of Class B units for Class A common stock by member owners | 216,121 | 157,371 | 267,681 |
Common Stock | Class A Common Stock | |||
Temporary Equity [Line Items] | |||
Exchange of Class B units for Class A common stock by member owners | $ 49 | $ 48 | $ 77 |
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 6,531 | 4,851 | 7,723 |
REDEEMABLE LIMITED PARTNERS' 86
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | May 24, 2018 | Feb. 22, 2018 | Nov. 22, 2017 | Aug. 24, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | $ 3,138,583 | ||||||
Exchange of Class B common units for Class A common stock by member owners | (216,121) | $ (157,371) | $ (267,681) | ||||
Adjustment of redeemable limited partners' capital to redemption amount | (157,581) | (776,750) | |||||
Ending balance | 2,920,410 | 3,138,583 | |||||
Limited Partner | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | 3,138,583 | 3,137,230 | 4,079,832 | ||||
Distributions applied to receivables from limited partners | 1,972 | 2,049 | 5,407 | ||||
Redemption of limited partners | (942) | (416) | (4,281) | ||||
Net income attributable to non-controlling interest in Premier LP | 224,269 | 336,052 | 193,547 | ||||
Distributions to limited partners | $ (13,157) | $ (20,396) | $ (20,752) | $ (24,951) | (69,770) | (92,892) | (92,767) |
Net realized loss on marketable securities | 85 | (77) | |||||
Exchange of Class B common units for Class A common stock by member owners | (216,121) | (157,371) | (267,681) | ||||
Exchange of Class B common units for cash by member owners | (123,330) | ||||||
Adjustment of redeemable limited partners' capital to redemption amount | (157,581) | 37,176 | (776,750) | ||||
Ending balance | 2,920,410 | 3,138,583 | 3,137,230 | ||||
Limited Partner | Receivables From Limited Partners | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | (4,177) | (6,226) | (11,633) | ||||
Distributions applied to receivables from limited partners | 1,972 | 2,049 | 5,407 | ||||
Ending balance | (2,205) | (4,177) | (6,226) | ||||
Limited Partner | Redeemable Limited Partners' Capital | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | 3,142,760 | 3,143,541 | 4,091,473 | ||||
Redemption of limited partners | (942) | (416) | (4,281) | ||||
Net income attributable to non-controlling interest in Premier LP | 224,269 | 336,052 | 193,547 | ||||
Distributions to limited partners | (69,770) | (92,892) | (92,767) | ||||
Exchange of Class B common units for Class A common stock by member owners | (216,121) | (157,371) | (267,681) | ||||
Exchange of Class B common units for cash by member owners | (123,330) | ||||||
Adjustment of redeemable limited partners' capital to redemption amount | (157,581) | 37,176 | (776,750) | ||||
Ending balance | 2,922,615 | 3,142,760 | 3,143,541 | ||||
Limited Partner | Accumulated Other Comprehensive Income (Loss) | |||||||
Increase (Decrease) in Temporary Equity | |||||||
Beginning balance | 0 | (85) | (8) | ||||
Net realized loss on marketable securities | 85 | (77) | |||||
Ending balance | $ 0 | $ 0 | $ (85) |
REDEEMABLE LIMITED PARTNERS' 87
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of actual quarterly distributions made to limited partners (Details) - Limited Partner - USD ($) $ in Thousands | Aug. 23, 2018 | May 24, 2018 | Feb. 22, 2018 | Nov. 22, 2017 | Aug. 24, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Temporary Equity [Line Items] | ||||||||
Distributions to limited partners | $ 13,157 | $ 20,396 | $ 20,752 | $ 24,951 | $ 69,770 | $ 92,892 | $ 92,767 | |
Scenario, Forecast | ||||||||
Temporary Equity [Line Items] | ||||||||
Distributions to limited partners | $ 15,500 |
REDEEMABLE LIMITED PARTNERS' 88
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of Exchange Agreement (Details) - Class B Common Stock - USD ($) $ in Thousands | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2018 |
Temporary Equity [Line Items] | |||||
Number of Class B Common Units Exchanged | 642,566 | 1,006,435 | 3,651,294 | 1,231,410 | 6,531,705 |
Reduction in Redeemable Limited Partners' Capital | $ 21,197 | $ 32,659 | $ 119,289 | $ 42,976 | $ 216,121 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 12 Months Ended | ||
Jun. 30, 2018USD ($)$ / sharesshares | Oct. 31, 2017USD ($) | Jun. 30, 2017$ / sharesshares | |
Class of Stock [Line Items] | |||
Authorized share repurchase program | $ 200,000,000 | ||
Shares repurchases | $ 200,129,000 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued (shares) | shares | 57,530,733 | 51,943,281 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, number of votes per share held | 1 | ||
Authorized share repurchase program | $ 200,000,000 | ||
Shares repurchased (in shares) | shares | 6,400,000 | ||
Average share repurchase price (in usd per share) | $ / shares | $ 31.16 | ||
Shares repurchases | $ 200,000,000 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued (shares) | shares | 80,335,701 | 87,298,888 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | |
Common stock, number of votes per share held | 1 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of Common Shares Used for Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Class of Stock [Line Items] | |||||||||||
Net income attributable to stockholders | $ (323,211) | $ (103,537) | $ 281,200 | $ 336,430 | $ (313,727) | $ (80,601) | $ 400,275 | $ 70,302 | $ 190,882 | $ 76,249 | $ 818,364 |
Numerator for basic earnings per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (157,581) | (776,750) | |||||||||
Net income attributable to non-controlling interest in Premier LP | $ 70,127 | $ 53,047 | $ 56,485 | $ 44,610 | $ 53,845 | $ 51,433 | $ 181,173 | $ 49,601 | 224,269 | 336,052 | 193,547 |
Net income | 257,570 | 76,249 | 235,161 | ||||||||
Tax effect on Premier Inc. net income | (70,257) | (93,836) | |||||||||
Adjusted net income | $ 187,313 | $ 76,249 | $ 141,325 | ||||||||
Denominator for diluted earnings per share: | |||||||||||
Denominator for basic earnings (loss) weighted average shares | 52,412 | 53,529 | 55,209 | 52,909 | 51,470 | 50,525 | 49,445 | 47,214 | 53,518 | 49,654 | 42,368 |
Weighted average shares and assumed conversions | 52,412 | 53,529 | 139,237 | 140,046 | 51,470 | 50,525 | 141,308 | 142,962 | 137,340 | 50,374 | 145,308 |
Basic earnings (loss) per share (in dollars per share) | $ (6.17) | $ (1.93) | $ 5.09 | $ 6.36 | $ (6.10) | $ (1.60) | $ 8.10 | $ 1.49 | $ 3.57 | $ 1.54 | $ 19.32 |
Diluted earnings (loss) per share (in dollars per share) | $ (6.17) | $ (1.93) | $ 0.06 | $ 0.30 | $ (6.10) | $ (1.60) | $ 1.58 | $ 0.26 | $ 1.36 | $ 1.51 | $ 0.97 |
Limited Partner | |||||||||||
Numerator for basic earnings per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ (157,581) | $ 37,176 | $ (776,750) | ||||||||
Redeemable Limited Partners' Capital | Limited Partner | |||||||||||
Numerator for basic earnings per share: | |||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | $ (157,581) | $ 37,176 | $ (776,750) | ||||||||
Class B Common Stock | |||||||||||
Denominator for diluted earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 83,000 | 0 | 100,574 | ||||||||
Stock options | |||||||||||
Denominator for diluted earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 275 | 286 | 348 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 1,600 | 1,300 | 1,300 | ||||||||
Restricted stock | |||||||||||
Denominator for diluted earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 295 | 215 | 589 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation | 90,800 | ||||||||||
Performance share awards | |||||||||||
Denominator for diluted earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 252 | 219 | 1,429 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Exchange Agreement (Details) - shares | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Class B Common Stock | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 642,566 | 1,006,435 | 3,651,294 | 1,231,410 | 6,531,705 | ||
Number Outstanding After Exchange (in shares) | 80,335,701 | 81,169,319 | 82,416,184 | 86,067,478 | 80,335,701 | 87,298,888 | |
Percentage of Combined Voting Power Class B/Class A Common Stock | 60.00% | 60.00% | 59.00% | 62.00% | |||
Class B Common Stock | Subsequent Event | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 816,468 | ||||||
Number Outstanding After Exchange (in shares) | 79,519,233 | ||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 60.00% | ||||||
Class A Common Stock | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number Outstanding After Exchange (in shares) | 52,585,392 | 54,829,086 | 57,215,143 | 53,212,057 | 52,761,177 | 51,943,281 | |
Percentage of Combined Voting Power Class B/Class A Common Stock | 40.00% | 40.00% | 41.00% | 38.00% | |||
Class A Common Stock | Subsequent Event | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Number Outstanding After Exchange (in shares) | 53,256,897 | ||||||
Percentage of Combined Voting Power Class B/Class A Common Stock | 40.00% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 29.4 | $ 26.5 | $ 48.7 | |
Deferred taxes | $ 7.3 | $ 10.1 | $ 18.5 | |
Estimated effective income tax rate | 38.00% | 25.00% | 38.00% | |
Restricted Stock | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Performance Share Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Share based payment award, term | 10 years | |||
Stock options, expiration period | 12 months | |||
2013 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number common stock awards authorized (in shares) | 11.3 | |||
Shares available for grant (in shares) | 3.6 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - 2013 Equity Incentive Plan - Restricted Stock | 12 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 576,988 |
Granted (in shares) | shares | 261,966 |
Vested (in shares) | shares | (183,988) |
Forfeited (in shares) | shares | (49,093) |
Ending balance (in shares) | shares | 605,873 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 32.92 |
Granted (in dollars per share) | $ / shares | 32.92 |
Vested (in dollars per share) | $ / shares | 31.89 |
Forfeited (in dollars per share) | $ / shares | 32.71 |
Ending balance (in dollars per share) | $ / shares | $ 33.25 |
STOCK-BASED COMPENSATION - Sc94
STOCK-BASED COMPENSATION - Schedule of Performance Share Awards (Details) - 2013 Equity Incentive Plan - Performance Share Awards | 12 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,085,872 |
Granted (in shares) | shares | 700,733 |
Vested (in shares) | shares | (352,867) |
Forfeited (in shares) | shares | (115,691) |
Ending balance (in shares) | shares | 1,318,047 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 32.79 |
Granted (in dollars per share) | $ / shares | 32.62 |
Vested (in dollars per share) | $ / shares | 31.73 |
Forfeited (in dollars per share) | $ / shares | 32.55 |
Ending balance (in dollars per share) | $ / shares | $ 33 |
STOCK-BASED COMPENSATION - Sc95
STOCK-BASED COMPENSATION - Schedule of Stock Options Awards (Details) - 2013 Equity Incentive Plan | 12 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Options | |
Beginning balance (in shares) | shares | 3,372,499 |
Granted (in shares) | shares | 560,497 |
Exercised (in shares) | shares | (284,490) |
Forfeited (in shares) | shares | (149,255) |
Ending balance (in shares) | shares | 3,499,251 |
Outstanding and exercisable at end of period (in shares) | shares | 2,501,734 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 30.31 |
Granted (in dollars per share) | $ / shares | 32.79 |
Exercised (in dollars per share) | $ / shares | 30.65 |
Forfeited (in dollars per share) | $ / shares | 33.70 |
Ending balance (in dollars per share) | $ / shares | 30.53 |
Outstanding and exercisable at end of period (in dollars per share) | $ / shares | $ 29.56 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Stock-based Compensation (Details) - 2013 Equity Incentive Plan $ in Thousands | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 32,777 |
Weighted Average Amortization Period | 1 year 8 months 12 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 8,233 |
Weighted Average Amortization Period | 1 year 7 months 24 days |
Performance Share Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 17,924 |
Weighted Average Amortization Period | 1 year 8 months 12 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 6,620 |
Weighted Average Amortization Period | 1 year 9 months 8 days |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate Intrinsic Value (Details) - 2013 Equity Incentive Plan $ in Thousands | Jun. 30, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and exercisable | $ 17,091 |
Expected to vest | 3,398 |
Total outstanding | 20,489 |
Exercised during the year ended June 30, 2017 | $ 1,157 |
STOCK-BASED COMPENSATION - Sc98
STOCK-BASED COMPENSATION - Schedule of Fair Value using Black-Scholes Option Pricing Model (Details) - 2013 Equity Incentive Plan - Stock options - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 years | 6 years | 6 years |
Expected dividend | $ 0 | $ 0 | $ 0 |
Expected dividend rate used for stock options granted | 0.00% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 29.40% | 32.00% | 32.70% |
Risk-free interest rate | 1.90% | 1.30% | 1.20% |
Weighted average option grant date fair value (in dollars per share) | $ 9.48 | $ 10.48 | $ 11.11 |
Risk-free rate interpolated | 5 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 32.30% | 33.00% | 33.50% |
Risk-free interest rate | 2.90% | 2.10% | 1.80% |
Weighted average option grant date fair value (in dollars per share) | $ 11.42 | $ 12 | $ 12.40 |
Risk-free rate interpolated | 7 years |
POST-RETIREMENT BENEFITS (Detai
POST-RETIREMENT BENEFITS (Details) - 401(k) Retirement Savings Plan - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Monthly employee contributions (as a percent of compensation) | 20.00% | ||
Monthly matching employer contributions (as a percent of compensation) | 4.00% | ||
Selling, General and Administrative Expenses | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan expense | $ 9.7 | $ 9.2 | $ 8.5 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Contingency [Line Items] | |||
Provisional tax expense | $ 210,400 | ||
Net deferred tax expense | 224,900 | ||
Deferred tax benefit associated with release of valuation allowance | $ 14,500 | ||
Statutory tax rate (percent) | 28.06% | 35.00% | 35.00% |
Net deferred tax asset | $ 288,055 | $ 434,256 | |
Valuation allowance | 58,700 | 91,800 | |
Decrease in valuation allowance | 33,106 | (26,829) | $ (36,279) |
Re-measurement of deferred tax assets | 31,900 | ||
Increase in valuation allowance | 13,300 | ||
Deferred income tax assets, net | 305,624 | 482,484 | |
Deferred income tax liabilities, net | 17,500 | ||
Decrease in deferred tax assets | 146,200 | ||
Unrecognized tax benefits | 7,400 | 2,800 | 2,800 |
Accrued interest and penalties | 900 | 300 | $ 400 |
Decrease in reserve for uncertain income tax positions is reasonable possible | 12,200 | ||
Cash paid for income taxes | 24,900 | $ 26,100 | |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 115,400 | ||
Net deferred tax asset | 24,200 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 144,900 | ||
Net deferred tax asset | 5,400 | ||
Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 10,200 | ||
Innovatix | |||
Income Tax Contingency [Line Items] | |||
Equity method investment ownership interest (percent) | 50.00% | ||
Deferred Tax Asset Resulting From Exchange Agreement | |||
Income Tax Contingency [Line Items] | |||
Net deferred tax asset | $ 76,400 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current: | |||
Federal | $ 22,103 | $ 16,638 | $ 19,765 |
State | 4,141 | 4,614 | 4,242 |
Total current expense | 26,244 | 21,252 | 24,007 |
Deferred: | |||
Federal | 232,673 | 49,392 | 15,703 |
State | 317 | 11,170 | 10,011 |
Total deferred expense | 232,990 | 60,562 | 25,714 |
Provision for income taxes | $ 259,234 | $ 81,814 | $ 49,721 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Computed tax expense | $ 145,015 | $ 185,952 | $ 99,709 |
Partnership income not subject to tax | (70,257) | (85,142) | (85,063) |
State taxes (net of federal benefit) | 12,901 | 9,823 | 664 |
Remeasurement adjustments and other permanent items | (53,151) | (78,998) | 1,051 |
Expense (benefit) on subsidiaries treated separately for income tax purposes | (983) | 18,660 | (7,497) |
Change in valuation allowance | (33,106) | 26,829 | 36,279 |
Deferred tax remeasurement | 256,787 | 9,950 | 8,080 |
Other | 2,028 | (5,260) | (3,502) |
Provision for income taxes | $ 259,234 | $ 81,814 | $ 49,721 |
Effective income tax rate | 50.20% | 15.40% | 17.50% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax asset | ||
Partnership basis differences in Premier LP | $ 298,306 | $ 473,193 |
Stock compensation | 18,347 | 23,037 |
Accrued expenses | 32,543 | 44,096 |
Net operating losses and credits | 35,444 | 47,629 |
Other | 12,103 | 11,856 |
Total deferred tax assets | 396,743 | 599,811 |
Valuation allowance for deferred tax assets | (58,681) | (91,787) |
Net deferred tax assets | 338,062 | 508,024 |
Deferred tax liability | ||
Purchased intangible assets and depreciation | (49,855) | (71,994) |
Other liabilities | (152) | (1,774) |
Total net deferred tax asset | $ 288,055 | $ 434,256 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Beginning of year balance | $ 5,043 | $ 4,381 | $ 3,436 |
Increases in prior period tax positions | 12,965 | 101 | 318 |
Decreases in prior period tax positions | (179) | (870) | (201) |
Reductions on settlements and lapse in statute of limitations | (611) | (22) | (721) |
Increases in current period tax positions | 1,261 | 1,453 | 1,549 |
End of year balance | $ 18,479 | $ 5,043 | $ 4,381 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 02, 2016 | Dec. 01, 2016 | Jul. 26, 2016 | |
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
Revenue share obligations | $ 78,999,000 | $ 72,078,000 | ||||
Limited partners' distribution payable | 15,465,000 | 24,951,000 | ||||
Due from related parties | 894,000 | 6,742,000 | ||||
Equity in net income of unconsolidated affiliates | 1,174,000 | 14,745,000 | $ 21,647,000 | |||
Business acquisition, transition expenses | 8,335,000 | 15,790,000 | 15,804,000 | |||
Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 0 | 10,743,000 | 21,797,000 | |||
FFF | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 6,283,000 | 4,400,000 | 0 | |||
Administrative Fee Revenue | FFF | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 7,600,000 | 4,800,000 | ||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 10,700,000 | 21,800,000 | ||||
Premier Supply Chain Improvement, Inc | FFF | ||||||
Related Party Transaction [Line Items] | ||||||
Equity in net income of unconsolidated affiliates | 6,300,000 | $ 4,400,000 | ||||
Equity method investment ownership interest (percent) | 49.00% | |||||
Innovatix | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | 50.00% | 50.00% | |||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Equity method investment ownership interest (percent) | 50.00% | |||||
Innovatix | Premier Supply Chain Improvement, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination, equity interest in acquiree, percentage | 50.00% | |||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Essensa Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Innovatix LLC And Essensa Ventures, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | $ 7,011,000 | |||||
Business acquisition, transition expenses | 5,200,000 | $ 6,500,000 | ||||
GYNHA | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share obligations | 7,800,000 | |||||
Limited partners' distribution payable | $ 2,700,000 | |||||
GYNHA | Premier LP | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 8.00% | |||||
GYNHA | Premier LP | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 69,900,000 | 66,800,000 | ||||
Due from related parties | $ 5,400,000 | |||||
GYNHA | Premier LP | Services and Support Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 14,200,000 | 13,200,000 | ||||
GYNHA | Premier LP | Product Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 17,200,000 | 19,000,000 | ||||
Member Owners | Premier LP | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue sharing (participation agreements), percent | 30.00% | |||||
Innovatix | Premier Supply Chain Improvement, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 19,900,000 | 44,300,000 | ||||
Essensa Ventures, LLC | Premier LP | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 1,200,000 | 2,800,000 | ||||
AEIX | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum annual management fee revenue | $ 500,000 | |||||
AEIX | Administrative Fee Revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 300,000 | 200,000 | 200,000 | |||
Due from related parties | 900,000 | 600,000 | ||||
AEIX | Cost Reimbursement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 6,000,000 | $ 5,100,000 | $ 4,300,000 |
COMMITMENTS AND CONTINGENCIE106
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent and associated operating expenses | $ 11,900 | $ 9,500 | $ 10,100 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2,019 | 12,158 | ||
2,020 | 11,220 | ||
2,021 | 10,779 | ||
2,022 | 10,945 | ||
2,023 | 10,996 | ||
Thereafter | 31,336 | ||
Total future minimum lease payments | $ 87,434 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Segment Reporting [Abstract] | |||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Deferred Revenue | $ | $ (0.3) | $ (0.6) | $ (5.6) |
Number of reportable segments | segment | 2 | ||
Nonrecurring expenses, period not incurred | 2 years | ||
Nonrecurring expenses, period not expected to recur | 2 years |
SEGMENTS - Reconciliation of Ne
SEGMENTS - Reconciliation of Net Revenue and EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Supply Chain Services | |||||||||||
Net administrative fees | $ 643,839 | $ 557,468 | $ 498,394 | ||||||||
Other services and support | 372,133 | 363,087 | 337,554 | ||||||||
Services | 1,015,972 | 920,555 | 835,948 | ||||||||
Products | 645,284 | 534,118 | 326,646 | ||||||||
Net revenue | $ 433,956 | $ 425,338 | $ 411,398 | $ 390,564 | $ 403,098 | $ 379,803 | $ 358,500 | $ 313,272 | 1,661,256 | 1,454,673 | 1,162,594 |
Depreciation and amortization | 126,759 | 107,211 | 84,156 | ||||||||
Capital expenditures | 92,680 | 71,372 | 76,990 | ||||||||
Assets | 2,312,216 | 2,507,836 | 2,312,216 | 2,507,836 | |||||||
Supply Chain Services | |||||||||||
Supply Chain Services | |||||||||||
Net administrative fees | 643,839 | 557,468 | 498,394 | ||||||||
Other services and support | 11,454 | 9,704 | 4,385 | ||||||||
Services | 655,293 | 567,172 | 502,779 | ||||||||
Products | 645,284 | 534,118 | 326,646 | ||||||||
Net revenue | 1,300,577 | 1,101,290 | 829,425 | ||||||||
Performance Services | |||||||||||
Supply Chain Services | |||||||||||
Net revenue | 360,679 | 353,383 | 333,169 | ||||||||
Operating Segments | Supply Chain Services | |||||||||||
Supply Chain Services | |||||||||||
Depreciation and amortization | 21,734 | 14,209 | 1,401 | ||||||||
Capital expenditures | 1,691 | 483 | 914 | ||||||||
Assets | 991,837 | 1,017,023 | 991,837 | 1,017,023 | |||||||
Operating Segments | Performance Services | |||||||||||
Supply Chain Services | |||||||||||
Depreciation and amortization | 95,808 | 85,299 | 76,500 | ||||||||
Capital expenditures | 80,900 | 66,686 | 62,337 | ||||||||
Assets | 860,409 | 888,862 | 860,409 | 888,862 | |||||||
Corporate | |||||||||||
Supply Chain Services | |||||||||||
Depreciation and amortization | 9,217 | 7,703 | 6,255 | ||||||||
Capital expenditures | 10,089 | 4,203 | $ 13,739 | ||||||||
Assets | $ 459,970 | $ 601,951 | $ 459,970 | $ 601,951 |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Income before income taxes | $ 516,804 | $ 531,291 | $ 284,882 |
Remeasurement gain attributable to acquisition of Innovatix, LLC | 0 | (205,146) | 0 |
Equity in net income of unconsolidated affiliates | (1,174) | (14,745) | (21,647) |
Interest and investment income (loss), net | 5,300 | 4,512 | 1,021 |
Loss on disposal of long-lived assets | 2,376 | 2,422 | 0 |
Other expense (income) | 16,324 | (614) | 1,692 |
Operating income | 539,630 | 317,720 | 265,948 |
Depreciation and amortization | 71,312 | 58,884 | 51,102 |
Amortization of purchased intangible assets | 55,447 | 48,327 | 33,054 |
Stock-based compensation | 29,799 | 26,860 | 49,081 |
Acquisition related expenses | 8,335 | 15,790 | 15,804 |
Strategic and financial restructuring expenses | 2,512 | 31 | 268 |
Adjustment to tax receivable agreement liability | (177,174) | (5,447) | (4,818) |
ERP implementation expenses | 1,000 | 2,028 | 4,870 |
Acquisition related adjustment - deferred revenue | 300 | 18,049 | 5,624 |
Equity in net income of unconsolidated affiliates | 1,174 | 14,745 | 21,647 |
Impairment on investments | 5,002 | 0 | 0 |
Deferred compensation plan income (expense) | 3,960 | 4,020 | (1,605) |
Other income | 1,752 | 584 | 0 |
Adjusted EBITDA | 543,049 | 501,591 | 440,975 |
Stock purchase plan expense | $ 29,400 | $ 26,500 | $ 48,700 |
Decrease in US federal corporate income tax rate (percent) | 14.00% | ||
Tax receivable agreement liability, adjustment, increase (decrease) in state income tax rate (percent) | (1.50%) | 1.00% | |
Business combination provisional information initial accounting incomplete adjustment deferred revenue | $ 300 | $ 600 | $ 5,600 |
Employee Stock Purchase Plan (ESPP) | |||
Segment Reporting Information [Line Items] | |||
Stock purchase plan expense | 400 | 400 | |
Operating Segments | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 535,380 | 493,763 | 439,013 |
Operating Segments | Performance Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 123,429 | 121,090 | 110,787 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | (115,760) | (113,262) | $ (108,825) |
Innovatix LLC And Essensa Ventures, LLC | |||
Segment Reporting Information [Line Items] | |||
Acquisition related expenses | 5,200 | $ 6,500 | |
Acquisition related adjustment - deferred revenue | 17,400 | ||
Business combination, provisional information, initial accounting incomplete, adjustment, financial assets | 21,200 | ||
Business combination, provisional information, initial accounting incomplete, adjustment, financial liabilities | $ 3,800 |
QUARTERLY FINANCIAL DATA (UN110
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net revenue | $ 433,956 | $ 425,338 | $ 411,398 | $ 390,564 | $ 403,098 | $ 379,803 | $ 358,500 | $ 313,272 | $ 1,661,256 | $ 1,454,673 | $ 1,162,594 |
Gross profit | 231,116 | 221,790 | 210,871 | 199,188 | 214,815 | 202,555 | 182,486 | 174,769 | 862,965 | 774,625 | 705,538 |
Net income | 100,636 | 76,549 | 19,769 | 60,616 | 73,860 | 71,338 | 246,184 | 58,095 | 257,570 | 449,477 | 235,161 |
Net income attributable to non-controlling interest in Premier LP | (70,127) | (53,047) | (56,485) | (44,610) | (53,845) | (51,433) | (181,173) | (49,601) | (224,269) | (336,052) | (193,547) |
Adjustment of redeemable limited partners' capital to redemption amount | (353,720) | (127,039) | 317,916 | 320,424 | (333,742) | (100,506) | 335,264 | 61,808 | 157,581 | (37,176) | 776,750 |
Net income attributable to stockholders | $ (323,211) | $ (103,537) | $ 281,200 | $ 336,430 | $ (313,727) | $ (80,601) | $ 400,275 | $ 70,302 | $ 190,882 | $ 76,249 | $ 818,364 |
Weighted average shares outstanding: | |||||||||||
Basic (shares) | 52,412 | 53,529 | 55,209 | 52,909 | 51,470 | 50,525 | 49,445 | 47,214 | 53,518 | 49,654 | 42,368 |
Diluted (shares) | 52,412 | 53,529 | 139,237 | 140,046 | 51,470 | 50,525 | 141,308 | 142,962 | 137,340 | 50,374 | 145,308 |
Net income (loss) per share attributable to stockholders: | |||||||||||
Basic (usd per share) | $ (6.17) | $ (1.93) | $ 5.09 | $ 6.36 | $ (6.10) | $ (1.60) | $ 8.10 | $ 1.49 | $ 3.57 | $ 1.54 | $ 19.32 |
Diluted (usd per share) | $ (6.17) | $ (1.93) | 0.06 | 0.30 | $ (6.10) | $ (1.60) | 1.58 | $ 0.26 | $ 1.36 | $ 1.51 | 0.97 |
Previously stated | |||||||||||
Net income (loss) per share attributable to stockholders: | |||||||||||
Diluted (usd per share) | $ (1.66) | $ 0.36 | $ 1.50 | $ 1.33 |
Schedule II Valuation and Qu111
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | $ 1,812 | $ 1,981 | $ 1,153 |
Additions/(Reductions) to Expense or Other Accounts | 1,148 | 781 | 1,655 |
Deductions | 1,119 | 950 | 827 |
Ending Balance | 1,841 | 1,812 | 1,981 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | 91,787 | 64,958 | 28,679 |
Additions/(Reductions) to Expense or Other Accounts | (33,106) | 26,829 | 36,279 |
Deductions | 0 | 0 | 0 |
Ending Balance | $ 58,681 | $ 91,787 | $ 64,958 |