Cover Page
Cover Page - shares | 9 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36092 | |
Entity Registrant Name | Premier, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2477140 | |
Entity Address, Address Line One | 13034 Ballantyne Corporate Place | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28277 | |
City Area Code | 704 | |
Local Phone Number | 357-0022 | |
Title of 12(b) Security | Class A Common Stock, $0.01 Par Value | |
Trading Symbol | PINC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 122,269,491 | |
Entity Central Index Key | 0001577916 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Assets | ||
Cash and cash equivalents | $ 132,584 | $ 99,304 |
Accounts receivable (net of $2,137 and $731 allowance for doubtful accounts, respectively) | 188,519 | 135,063 |
Contract assets | 259,331 | 215,660 |
Inventory | 225,231 | 70,997 |
Prepaid expenses and other current assets | 83,527 | 97,338 |
Total current assets | 889,192 | 618,362 |
Property and equipment (net of $503,189 and $452,609 accumulated depreciation, respectively) | 223,689 | 206,728 |
Intangible assets (net of $279,023 and $245,160 accumulated amortization, respectively) | 407,531 | 417,422 |
Goodwill | 999,777 | 941,965 |
Deferred income tax assets | 821,439 | 430,025 |
Deferred compensation plan assets | 55,952 | 49,175 |
Investments in unconsolidated affiliates | 153,747 | 133,335 |
Operating lease right-of-use assets | 50,556 | 57,823 |
Other assets | 80,082 | 93,680 |
Total assets | 3,681,965 | 2,948,515 |
Liabilities, redeemable limited partners' capital and stockholders' equity | ||
Accounts payable | 100,348 | 54,841 |
Accrued expenses | 64,255 | 53,500 |
Revenue share obligations | 216,054 | 145,777 |
Limited partners' distribution payable | 0 | 8,012 |
Accrued compensation and benefits | 80,234 | 73,262 |
Deferred revenue | 35,933 | 35,446 |
Current portion of tax receivable agreements | 0 | 13,689 |
Current portion of notes payable to members | 95,483 | 0 |
Line of credit and current portion of long-term debt | 203,964 | 79,560 |
Other liabilities | 56,574 | 31,987 |
Total current liabilities | 852,845 | 496,074 |
Long-term debt, less current portion | 5,333 | 4,640 |
Tax receivable agreements, less current portion | 0 | 279,981 |
Notes payable to members, less current portion | 323,156 | 0 |
Deferred compensation plan obligations | 55,952 | 49,175 |
Deferred tax liabilities | 0 | 17,508 |
Deferred consideration, less current portion | 83,700 | 112,917 |
Operating lease liabilities, less current portion | 45,654 | 52,990 |
Other liabilities | 100,758 | 75,658 |
Total liabilities | 1,467,398 | 1,088,943 |
Commitments and contingencies | ||
Redeemable limited partners' capital | 0 | 1,720,309 |
Stockholders' equity: | ||
Additional paid-in-capital | 2,046,836 | 138,547 |
Retained earnings | 166,508 | 0 |
Total stockholders' equity | 2,214,567 | 139,263 |
Total liabilities, redeemable limited partners' capital and stockholders' equity | 3,681,965 | 2,948,515 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,223 | 716 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Allowance for doubtful accounts | $ 2,137 | $ 731 |
Accumulated depreciation | 503,189 | 452,609 |
Accumulated amortization | $ 279,023 | $ 245,160 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 122,268,758 | 71,627,462 |
Common stock, shares outstanding (in shares) | 122,268,758 | 71,627,462 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 0 | 50,213,098 |
Common stock, shares outstanding (in shares) | 0 | 50,213,098 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues [Abstract] | ||||
Net revenue | $ 469,923 | $ 334,823 | $ 1,239,637 | $ 956,839 |
Cost of revenue: | ||||
Cost of revenue | 258,116 | 103,128 | 622,138 | 294,380 |
Gross profit | 211,807 | 231,695 | 617,499 | 662,459 |
Operating expenses: | ||||
Selling, general and administrative | 134,502 | 115,289 | 388,453 | 315,311 |
Research and development | 715 | 628 | 2,013 | 1,808 |
Amortization of purchased intangible assets | 10,400 | 13,966 | 33,864 | 38,948 |
Operating expenses | 145,617 | 129,883 | 424,330 | 356,067 |
Operating income | 66,190 | 101,812 | 193,169 | 306,392 |
Equity in net income of unconsolidated affiliates | 5,524 | 4,442 | 16,023 | 11,038 |
Interest and investment loss, net | (3,225) | (9,966) | (8,742) | (9,849) |
(Loss) gain on FFF put and call rights | (5,195) | (13,906) | (21,621) | 8,477 |
Other income (expense), net | 1,594 | (5,005) | 10,167 | (1,996) |
Other (expense) income, net | (1,302) | (24,435) | (4,173) | 7,670 |
Income before income taxes | 64,888 | 77,377 | 188,996 | 314,062 |
Income tax expense (benefit) | 13,444 | 4,165 | (88,037) | 78,336 |
Net income from continuing operations | 51,444 | 73,212 | 277,033 | 235,726 |
Income from discontinued operations, net of tax | 0 | 5 | 0 | 1,009 |
Net income | 51,444 | 73,217 | 277,033 | 236,735 |
Net income from continuing operations attributable to non-controlling interest | (3,123) | (35,055) | (15,903) | (132,189) |
Net income from discontinued operations attributable to non-controlling interest | 0 | (3) | 0 | (480) |
Net income attributable to non-controlling interest | (3,123) | (35,058) | (15,903) | (132,669) |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 302,569 | (26,685) | 516,725 |
Net income attributable to stockholders | 48,321 | 340,728 | 234,445 | 620,791 |
Comprehensive income: | ||||
Net income | 51,444 | 73,217 | 277,033 | 236,735 |
Less: comprehensive income attributable to non-controlling interest | (3,123) | (35,058) | (15,903) | (132,669) |
Comprehensive income attributable to stockholders | $ 48,321 | $ 38,159 | $ 261,130 | $ 104,066 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 122,254 | 69,451 | 114,596 | 65,582 |
Diluted (in shares) | 123,116 | 122,470 | 115,365 | 124,030 |
Earnings per share attributable to stockholders: | ||||
Basic earnings per share attributable to stockholders (in usd per share) | $ 0.40 | $ 4.91 | $ 2.05 | $ 9.47 |
Diluted earnings per share attributable to stockholders (in usd per share) | $ 0.39 | $ 0.54 | $ 2.03 | $ 1.66 |
Net administrative fees | ||||
Revenues [Abstract] | ||||
Net revenue | $ 146,553 | $ 174,049 | $ 424,537 | $ 518,566 |
Other services and support | ||||
Revenues [Abstract] | ||||
Net revenue | 107,375 | 99,591 | 304,020 | 270,929 |
Services | ||||
Revenues [Abstract] | ||||
Net revenue | 253,928 | 273,640 | 728,557 | 789,495 |
Cost of revenue: | ||||
Cost of revenue | 46,980 | 49,007 | 125,852 | 143,965 |
Products | ||||
Revenues [Abstract] | ||||
Net revenue | 215,995 | 61,183 | 511,080 | 167,344 |
Cost of revenue: | ||||
Cost of revenue | $ 211,136 | $ 54,121 | $ 496,286 | $ 150,415 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings / (Accumulated Deficit) | Impact of change in accounting principle | Impact of change in accounting principleRetained Earnings / (Accumulated Deficit) | Adjusted balance | Adjusted balanceCommon StockClass A Common Stock | Adjusted balanceCommon StockClass B Common Stock | Adjusted balanceTreasury Stock | Adjusted balanceAdditional Paid-In Capital | Adjusted balanceRetained Earnings / (Accumulated Deficit) |
Beginning Balance (in shares) at Jun. 30, 2019 | 61,938 | 64,548 | (2,419) | 61,938 | 64,548 | (2,419) | ||||||||
Beginning Balance at Jun. 30, 2019 | $ (862,250) | $ 644 | $ 0 | $ (87,220) | $ 0 | $ (775,674) | $ (899) | $ (899) | $ (863,149) | $ 644 | $ 0 | $ (87,220) | $ 0 | $ (776,573) |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 1,311 | (1,311) | (1,311) | |||||||||||
Exchange of Class B common units for Class A common stock by member owners | 50,792 | $ 47,258 | 3,534 | |||||||||||
Redemption of limited partners (in shares) | (782) | |||||||||||||
Redemption of limited partners | 0 | |||||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation | 12,272 | 12,272 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 485 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 1,754 | $ 5 | 1,749 | |||||||||||
Treasury stock (in shares) | 1,055 | (1,055) | ||||||||||||
Treasury stock | (35,649) | $ (35,649) | ||||||||||||
Stock-based compensation expense | 3,704 | 3,704 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (8,311) | (8,311) | ||||||||||||
Net income | 71,329 | 71,329 | ||||||||||||
Net income attributable to non-controlling interest | (41,907) | (41,907) | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | 694,309 | (12,948) | 707,257 | |||||||||||
Ending Balance (in shares) at Sep. 30, 2019 | 62,679 | 62,455 | (2,163) | |||||||||||
Ending Balance at Sep. 30, 2019 | (114,856) | $ 649 | $ 0 | $ (75,611) | 0 | (39,894) | ||||||||
Beginning Balance (in shares) at Jun. 30, 2019 | 61,938 | 64,548 | (2,419) | 61,938 | 64,548 | (2,419) | ||||||||
Beginning Balance at Jun. 30, 2019 | (862,250) | $ 644 | $ 0 | $ (87,220) | 0 | (775,674) | (899) | (899) | (863,149) | $ 644 | $ 0 | $ (87,220) | 0 | (776,573) |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Increase in additional paid-in capital related to final exchange by member owners, including TRA termination | 0 | |||||||||||||
Net income | 236,735 | |||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | 0 | |||||||||||||
Early Termination Payments to members | 0 | |||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 71,071 | 50,716 | 0 | |||||||||||
Ending Balance at Mar. 31, 2020 | 141,462 | $ 711 | $ 0 | $ 0 | 140,751 | 0 | ||||||||
Beginning Balance (in shares) at Sep. 30, 2019 | 62,679 | 62,455 | (2,163) | |||||||||||
Beginning Balance at Sep. 30, 2019 | (114,856) | $ 649 | $ 0 | $ (75,611) | 0 | (39,894) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 6,873 | (6,873) | (5,031) | |||||||||||
Exchange of Class B common units for Class A common stock by member owners | 223,946 | $ 19 | $ 164,810 | 59,117 | ||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation | 1,103 | 1,103 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 146 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 4,244 | $ 1 | 4,243 | |||||||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 40 | |||||||||||||
Issuance of Class A common stock under employee stock purchase plan | 1,540 | $ 0 | 1,540 | |||||||||||
Treasury stock (in shares) | 3,549 | (3,549) | ||||||||||||
Treasury stock | (112,917) | $ (112,917) | ||||||||||||
Stock-based compensation expense | 7,775 | 7,775 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (47) | (47) | ||||||||||||
Net income | 92,189 | 92,189 | ||||||||||||
Net income attributable to non-controlling interest | (55,704) | (55,704) | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (480,153) | (73,731) | (406,422) | |||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 66,189 | 55,582 | (681) | |||||||||||
Ending Balance at Dec. 31, 2019 | (432,880) | $ 669 | $ 0 | $ (23,718) | 0 | (409,831) | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 4,866 | (4,866) | (723) | |||||||||||
Exchange of Class B common units for Class A common stock by member owners | 169,194 | $ 41 | $ 25,245 | 143,908 | ||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation | 58,193 | 58,193 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 58 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 309 | $ 1 | 308 | |||||||||||
Treasury stock (in shares) | 42 | (42) | ||||||||||||
Treasury stock | (1,527) | $ (1,527) | ||||||||||||
Stock-based compensation expense | 7,568 | 7,568 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (123) | (123) | ||||||||||||
Net income | 73,217 | 73,217 | ||||||||||||
Net income attributable to non-controlling interest | (35,058) | (35,058) | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | 302,569 | (69,103) | 371,672 | |||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 71,071 | 50,716 | 0 | |||||||||||
Ending Balance at Mar. 31, 2020 | 141,462 | $ 711 | $ 0 | $ 0 | 140,751 | 0 | ||||||||
Beginning Balance (in shares) at Jun. 30, 2020 | 71,627 | 50,213 | 0 | 71,627 | 50,213 | 0 | ||||||||
Beginning Balance at Jun. 30, 2020 | 139,263 | $ 716 | $ 0 | $ 0 | 138,547 | 0 | (1,228) | (1,228) | 138,035 | $ 716 | $ 0 | $ 0 | 138,547 | (1,228) |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 70 | (70) | ||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 2,437 | $ 1 | 2,436 | |||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners, including associated TRA revaluation | 37,319 | 37,319 | ||||||||||||
Increase in additional paid-in capital related to final exchange by member owners, including TRA termination | 517,526 | 517,526 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 241 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 644 | $ 2 | 642 | |||||||||||
Stock-based compensation expense | 7,229 | 7,229 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (3,023) | (3,023) | ||||||||||||
Net income | 180,685 | 180,685 | ||||||||||||
Net income attributable to non-controlling interest | (11,845) | (11,845) | ||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | 1,754,607 | 1,750,840 | 3,767 | |||||||||||
Final exchange of Class B common units for Class A common stock by member owners (shares) | 50,143 | (50,143) | ||||||||||||
Final exchange of Class B common units for Class A common stock by member owners | 0 | $ 502 | (502) | |||||||||||
Early Termination Payments to members | (438,967) | (438,967) | ||||||||||||
Dividends ($0.19 per share) | (23,381) | (23,381) | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (26,685) | (26,685) | ||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 122,081 | 0 | 0 | |||||||||||
Ending Balance at Sep. 30, 2020 | $ 2,134,581 | $ 1,221 | $ 0 | $ 0 | 2,012,047 | 121,313 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||||||
Beginning Balance (in shares) at Jun. 30, 2020 | 71,627 | 50,213 | 0 | 71,627 | 50,213 | 0 | ||||||||
Beginning Balance at Jun. 30, 2020 | $ 139,263 | $ 716 | $ 0 | $ 0 | 138,547 | 0 | $ (1,228) | $ (1,228) | $ 138,035 | $ 716 | $ 0 | $ 0 | $ 138,547 | $ (1,228) |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Increase in additional paid-in capital related to final exchange by member owners, including TRA termination | 517,526 | |||||||||||||
Net income | 277,033 | |||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | 1,754,607 | |||||||||||||
Early Termination Payments to members | (438,967) | |||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 122,268 | 0 | 0 | |||||||||||
Ending Balance at Mar. 31, 2021 | 2,214,567 | $ 1,223 | $ 0 | $ 0 | 2,046,836 | 166,508 | ||||||||
Beginning Balance (in shares) at Sep. 30, 2020 | 122,081 | 0 | 0 | |||||||||||
Beginning Balance at Sep. 30, 2020 | 2,134,581 | $ 1,221 | $ 0 | $ 0 | 2,012,047 | 121,313 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 102 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 1,771 | $ 1 | 1,770 | |||||||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 45 | |||||||||||||
Issuance of Class A common stock under employee stock purchase plan | 1,597 | $ 0 | 1,597 | |||||||||||
Stock-based compensation expense | 7,316 | 7,316 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (28) | (28) | ||||||||||||
Net income | 44,904 | 44,904 | ||||||||||||
Net income attributable to non-controlling interest | 0 | 935 | (935) | |||||||||||
Dividends ($0.19 per share) | (23,374) | (23,374) | ||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 318 | (318) | |||||||||||
Capital Contributions | 1,959 | 1,959 | ||||||||||||
Non-controlling interest in consolidated investments | 3,690 | 3,690 | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 122,228 | 0 | 0 | |||||||||||
Ending Balance at Dec. 31, 2020 | 2,172,416 | $ 1,222 | $ 0 | $ 0 | 2,029,604 | 141,590 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 40 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 1,102 | $ 1 | 1,101 | |||||||||||
Stock-based compensation expense | 13,056 | 13,056 | ||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (48) | (48) | ||||||||||||
Net income | 51,444 | 51,444 | ||||||||||||
Net income attributable to non-controlling interest | 0 | 3,123 | (3,123) | |||||||||||
Dividends ($0.19 per share) | (23,403) | (23,403) | ||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 122,268 | 0 | 0 | |||||||||||
Ending Balance at Mar. 31, 2021 | $ 2,214,567 | $ 1,223 | $ 0 | $ 0 | $ 2,046,836 | $ 166,508 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Per share amount of dividends (in usd per share) | $ 0.19 | $ 0.19 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net income | $ 277,033 | $ 236,735 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Income from discontinued operations, net of tax | 0 | (1,009) |
Depreciation and amortization | 89,768 | 114,638 |
Equity in net income of unconsolidated affiliates | (16,023) | (11,038) |
Deferred income taxes | (123,307) | 60,394 |
Stock-based compensation | 27,601 | 19,048 |
Remeasurement of tax receivable agreement liabilities | 0 | (24,584) |
Impairment of held to maturity investments | 0 | 8,500 |
Loss (gain) on FFF put and call rights | 21,621 | (8,477) |
Other | 537 | 2,078 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable, inventories, prepaid expenses and other assets | (181,263) | (95,953) |
Contract assets | (43,733) | (28,909) |
Accounts payable, accrued expenses, deferred revenue, revenue share obligations and other liabilities | 140,131 | (23,341) |
Net cash provided by operating activities from continuing operations | 192,365 | 248,082 |
Net cash provided by operating activities from discontinued operations | 0 | 9,338 |
Net cash provided by operating activities from continuing operations | 192,365 | 257,420 |
Investing activities | ||
Purchases of property and equipment | (66,911) | (69,326) |
Acquisition of businesses, net of cash acquired | (81,152) | (96,346) |
Investments in unconsolidated affiliates | 0 | (10,165) |
Other | (1,228) | 3,883 |
Net cash used in investing activities | (149,291) | (171,954) |
Financing activities | ||
Payments made on notes payable | (31,692) | (2,046) |
Proceeds from credit facility | 225,000 | 375,000 |
Payments on credit facility | (100,000) | (150,000) |
Distributions to limited partners of Premier LP | (9,949) | (39,590) |
Payments to limited partners of Premier LP related to tax receivable agreements | (24,218) | (17,425) |
Cash dividends paid | (69,647) | 0 |
Repurchase of Class A common stock (held as treasury stock) | 0 | (150,093) |
Other | 712 | (633) |
Net cash (used in) provided by financing activities | (9,794) | 15,213 |
Net increase in cash and cash equivalents | 33,280 | 100,679 |
Cash and cash equivalents at beginning of year | 99,304 | 141,055 |
Cash and cash equivalents at end of period | $ 132,584 | $ 241,734 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2021 | |
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 located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier 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 also provides services to non-healthcare businesses. The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company’s member organizations and other customers succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 17 - Segments for further information related to the Company’s reportable business segments. The Supply Chain Services segment includes one of the largest healthcare group purchasing organization (“GPO”) programs in the United States, supply chain co-management and direct sourcing activities. The Performance Services segment, through its development, integration and delivery of technology with wrap-around service offerings, includes one of the largest clinical and cost analytics and consulting services businesses in the United States focused on healthcare providers. The Company is also expanding its capabilities to more fully address and coordinate care improvement and standardization in the employer, payor and life sciences markets. The Company’s software as a service (“SaaS”) and licensed-based clinical analytics products utilize the Company’s comprehensive data set to provide actionable intelligence to its members and other customers, enabling them to benchmark, analyze and identify areas of improvement across the three main categories of cost management, quality and safety, and value-based care. While leveraging these tools, the Company also combines its consulting services and technology-enabled performance improvement collaboratives to provide a more comprehensive and holistic customer value proposition and overall experience. The Performance Services segment also includes the Company’s direct-to-employer initiative and insurance management services. Acquisitions and Divestitures Acquisition of Invoice Delivery Services, LP Assets On March 1, 2021, the Company, through a newly formed consolidated subsidiary, Premier IDS, LLC (“Premier IDS”), acquired substantially all the assets and assumed certain liabilities of Invoice Delivery Services, LP (“IDS”) for an adjusted purchase price of $80.4 million, subject to certain adjustments, of which $80.0 million was paid at closing with borrowings under the Company’s Credit Facility (as defined below). IDS offers digitization technologies that convert paper and portable document format (“PDF”) invoices to an electronic format to automate, streamline and simplify accounts payable processes in healthcare. IDS’ solutions include those for electronic invoicing and tracking, as well as digital payments. IDS will be integrated within Premier under the brand name Remitra TM and reported as part of the Performance Services segment. See Note 3 - Business Acquisitions for further information. Company Structure and Restructuring The Company, through Premier GP and Premier Services II, LLC, a Delaware limited liability company that is a wholly owned subsidiary of the Company and the sole limited partner of Premier LP, held a 100% interest in Premier LP at March 31, 2021. At June 30, 2020, the Company held a 59% sole general partner interest in Premier LP. At March 31, 2021 and June 30, 2020, members held a 0% and 41% limited partner interest in Premier LP, respectively. On July 31, 2020, after the resignation of three directors affiliated with the Company’s members, the Board of Directors consisted of fifteen (15) directors, comprised of eight (8) independent directors, six (6) member-directors and the Company’s Chief Executive Officer, thus having a majority of independent directors on the Board of Directors. Since the member-directors no longer comprised a majority of the Board of Directors as of July 31, 2020, the limited partner’s redemption feature was under the control of the Company (not the holders of Class B common units). As a result, $1.8 billion representing the fair value of redeemable limited partners’ capital at July 31, 2020 was reclassified from temporary equity in the mezzanine section of the Condensed Consolidated Balance Sheets to additional paid in capital as a component of permanent equity. On August 11, 2020, the Company entered into an Agreement and Plan of Merger dated as of August 11, 2020 (the “Merger Agreement”), by and among the Company, Premier LP and BridgeCo, LLC (“BridgeCo”), a wholly owned subsidiary of Premier Services, LLC formed for the sole purpose of merging with and into Premier LP. Pursuant to the Merger Agreement, effective August 11, 2020, (i) BridgeCo merged with and into Premier LP, with Premier LP being the surviving entity (the “Merger”), and (ii) each of the issued and outstanding Class B common units of Premier LP was canceled and converted automatically into a right to receive one share of the Company’s Class A common stock. In conjunction with the Merger, all of the issued and outstanding shares of Class B common stock of the Company beneficially held by the former limited partners of Premier LP (individually a “LP” and collectively, the “LPs”) were canceled in accordance with the Company’s Certificate of Incorporation. The exchange agreement (“Exchange Agreement”), which allowed the Company to settle Class B common units submitted for exchange by LPs for cash, Class A common stock or a combination thereof at its discretion, was terminated in connection with the restructuring activity discussed above. Furthermore, on August 10, 2020, the Company exercised its right to terminate the Tax Receivable Agreement (“TRA”). See Note 9 - Debt and Notes Payable and Note 14 - Income Taxes for further information. Basis of Presentation and Consolidation Basis of Presentation At March 31, 2021, the Company was wholly owned by public investors, which included member owners that received shares of Class A common stock in connection with the aforementioned restructuring as well as previous exchanges of Class B common units and associated Class B common stock. At June 30, 2020, the member owners’ interest in Premier LP was reflected as redeemable limited partners’ capital in the Company’s accompanying Condensed Consolidated Balance Sheets, and the limited partners’ proportionate share of income in Premier LP was reflected within net income attributable to non-controlling interest and within comprehensive income attributable to non-controlling interest in the Company’s accompanying Condensed Consolidated Statements of Income and Comprehensive Income. At June 30, 2020, public investors, which included member owners that received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares, owned 59% of the Company’s outstanding common stock through their ownership of Class A common stock. The member owners owned 41% of the Company’s combined Class A and Class B common stock through their ownership of Class B common stock. Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2020 Annual Report. Supplementary Cash Flows Information The following table presents supplementary cash flows information for the nine months ended March 31, 2021 and 2020 (in thousands): Nine Months Ended March 31, 2021 2020 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 stockholders' equity $ 26,685 $ (516,725) Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners (2,437) (443,931) Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments 331 63,958 Net increase in deferred tax assets related to final exchange by member owners 284,852 — Reclassification of redeemable limited partners' capital to additional paid in capital 1,754,607 — Decrease in additional paid-in capital related to notes payable to members, net of discounts 438,967 — Net increase in additional paid-in capital related to departures and quarterly exchanges by member owners and other adjustments 37,319 71,568 Increase in additional paid-in capital related to final exchange by member owners 517,526 — Accrued dividend equivalents 513 — Variable Interest Entities At March 31, 2021, as a result of the aforementioned restructuring, Premier LP no longer meets the definition of a variable interest entity (“VIE”), as defined in Accounting Standards Codification (“ASC”) Topic 810. The results of operations of Premier LP are included in the condensed consolidated financial statements. At June 30, 2020, Premier LP was a VIE as the limited partners did not have the ability to exercise a substantive removal right with respect to the general partner. The Company, through Premier GP, had 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 had both an obligation to absorb losses and a right to receive benefits. As such, the Company was the primary beneficiary of the VIE and consolidated the operations of Premier LP under the Variable Interest Model. The assets and liabilities of Premier LP at June 30, 2020, including assets and liabilities of discontinued operations, consisted of the following (in thousands): June 30, 2020 Assets Current $ 610,990 Noncurrent 1,900,137 Total assets of Premier LP $ 2,511,127 Liabilities Current $ 580,430 Noncurrent 296,801 Total liabilities of Premier LP $ 877,231 Net income attributable to Premier LP, including income and expense that has been classified as discontinued operations, during the three and nine months ended March 31, 2020 was as follows (in thousands): Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Premier LP net income $ 84,185 $ 290,430 Premier LP’s cash flows, including cash flows attributable to discontinued operations, for the nine months ended March 31, 2020 consisted of the following (in thousands): Nine Months Ended March 31, 2020 Net cash provided by (used in): Operating activities $ 252,566 Investing activities (171,954) Financing activities 24,790 Net increase in cash and cash equivalents 105,402 Cash and cash equivalents at beginning of year 131,210 Cash and cash equivalents at end of period $ 236,612 Use of Estimates in the Preparation of Financial Statements |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (2) SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the Company’s significant accounting policies as described in the 2020 Annual Report, except as described below. 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 expected credit losses. 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 and other customer base and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on our estimate of expected credit losses. However, we will monitor economic conditions on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive 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. Contract Assets Supply Chain Services contract assets represents estimated member and other customer purchases on supplier contracts for which administrative fees have been earned, but not collected. Performance Services contract assets represents revenue earned for services provided but which the company is not contractually able to bill as of the end of the respective reporting period. Historically, we have not recognized a provision for contract assets. Under ASC Topic 326, we include Performance Services’ contract assets in our reserving process and assess the risk of loss similar to our methodology of the Company’s receivables, since the contract assets are reclassified to receivables when we become entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , (“ASU 2016-13”), which modifies the measurement of expected credit losses on certain financial instruments and the timing of when such losses are recorded. The Company adopted ASU 2016-13 effective July 1, 2020 on a modified retrospective basis which resulted in a reduction to retained earnings of $1.2 million. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , (“ASU 2018-13”), which improves the effectiveness of fair value measurement disclosures by eliminating, adding and modifying certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The Company adopted ASU 2018-13 effective July 1, 2020 and has updated the financial statements accordingly to reflect the updates in the disclosure requirements (see Note 6 - Fair Value Measurements). The implementation of ASU 2018-13 did not have a material effect on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles- Goodwill and Other-Internal Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | (3) BUSINESS ACQUISITIONS Acquisition of Invoice Delivery Services, LP Assets On March 1, 2021, the Company, through Premier IDS, acquired substantially all the assets and assumed certain liabilities of IDS for an adjusted purchase price of $80.4 million, subject to certain adjustments, of which $80.0 million was paid at closing with borrowings under the Company’s Credit Facility (the “IDS Acquisition”). The Company has accounted for the IDS Acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The total fair value assigned to intangible assets acquired was $22.4 million, consisting primarily of developed technology. The IDS Acquisition resulted in the recognition of $57.5 million of goodwill (see Note 8 - Goodwill and Intangible Assets) attributable to the anticipated profitability of IDS. The IDS Acquisition was considered an asset acquisition for income tax purposes. Accordingly, the Company expects tax goodwill to be deductible for tax purposes. The initial purchase price allocation for the IDS Acquisition is preliminary and subject to changes in fair value of working capital and valuation of the assets acquired. IDS will be integrated within Premier under the brand name Remitra TM and reported as part of the Performance Services segment. Acquisition of Health Design Plus, LLC On May 4, 2020, the Company, through its consolidated subsidiary Premier Healthcare Solutions, Inc. (“PHSI”), acquired 97% of the equity of Health Design Plus, LLC (“HDP”) for an adjusted purchase price of $23.8 million, giving effect to certain purchase price adjustments provided for in the purchase agreement. The transaction was funded with borrowings under the Company’s Credit Facility. The purchase price allocation was finalized during the three months ended December 31, 2020. Acquisition of Acurity and Nexera Assets On February 28, 2020, the Company acquired substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”). The Company agreed to pay an aggregate amount of $291.5 million, of which $166.1 million was paid at closing with borrowings under the Credit Facility. An additional $120.0 million will be paid in four equal annual installments of $30.0 million on or about June 30, 2021, 2022, 2023 and 2024. An additional $4.7 million was paid to GNYHA during the three months ended September 30, 2020. In addition, the asset purchase agreement provides an earn-out opportunity for Acurity, Inc. of up to $30.0 million based upon the Company’s achievement of a range of member renewals on terms to be agreed to by the Company and GNYHA based on prevailing market conditions in December 2023. As of March 31, 2021, the fair value of the earn-out liability was $24.0 million (see Note 6 - Fair Value Measurements). Prior to entering into the purchase agreement, Acurity, Inc. agreed to provide one-time rebates of $93.8 million to certain of its then members based on their pre-closing purchasing volume. The Company concluded that these one-time rebates should be excluded from the purchase price and capitalized as prepaid contract administrative fee share at closing. As a result, the total fair value of consideration paid as part of the acquisition totaled $202.6 million. The purchase price allocation was finalized during the three months ended September 30, 2020. Acquisition of Medpricer On October 28, 2019, the Company, through its consolidated subsidiary Premier Supply Chain Improvement, Inc. (“PSCI”), acquired all of the outstanding capital stock in Medpricer.com, Inc. (“Medpricer”) for an adjusted purchase price of $38.5 million. The transaction was funded with borrowings under the Credit Facility. The acquisition provides the sellers an earn-out opportunity of up to $5.0 million based on Medpricer’s achievement of a revenue target for the calendar year ended December 31, 2020. As of March 31, 2021, the value of the earn-out liability was $4.8 million. The purchase price allocation was finalized during the three months ended September 30, 2020. |
DISCONTINUED OPERATIONS AND EXI
DISCONTINUED OPERATIONS AND EXIT ACTIVITIES | 9 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND EXIT ACTIVITIES | (4) DISCONTINUED OPERATIONS AND EXIT ACTIVITIES In connection with the sale of certain assets and wind down and exit from the specialty pharmacy business, the Company met the criteria for classifying certain assets and liabilities of its specialty pharmacy business as a discontinued operation as of June 30, 2019. Prior to its classification as a discontinued operation, the specialty pharmacy business was included as part of the Supply Chain Services segment. As of June 30, 2020, the Company had completed the wind down and exit from the specialty pharmacy business and had no net income or loss from discontinued operations for the three and nine months ended March 31, 2021. The following table summarizes the major components of net income from discontinued operations (in thousands): Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Operating gain from discontinued operations $ — $ — Net gain on disposal of assets 24 1,399 Income from discontinued operations before income taxes 24 1,399 Income tax expense 19 390 Income from discontinued operations, net of tax 5 1,009 Net income from discontinued operations attributable to non-controlling interest in Premier LP (3) (480) Net income from discontinued operations attributable to stockholders $ 2 $ 529 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | (5) INVESTMENTS Investments in Unconsolidated Affiliates The Company’s investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income Three Months Ended Nine Months Ended March 31, March 31, March 31, 2021 June 30, 2020 2021 2020 2021 2020 FFF $ 117,591 $ 109,204 $ 806 $ 4,340 $ 8,387 $ 10,830 Prestige 18,276 11,194 4,436 — 7,082 — Other investments 17,880 12,937 282 102 554 208 Total investments $ 153,747 $ 133,335 $ 5,524 $ 4,442 $ 16,023 $ 11,038 The Company, through PSCI, held a 49% interest in FFF Enterprises, Inc. (“FFF”) through its ownership of stock of FFF at March 31, 2021 and June 30, 2020. The Company records the fair value of the FFF put and call rights in the accompanying Condensed Consolidated Balance Sheets (see Note 6 - Fair Value Measurements for additional information). 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, PRAM Holdings, LLC (“PRAM”), held an approximate 20% interest in Prestige Ameritech Ltd. (“Prestige”) through its ownership of Prestige limited partnership units at March 31, 2021. The Company owns approximately 26% of the membership interest of PRAM, with the remainder of the membership interests held by 16 member health systems. The Company accounts for its investment in Prestige using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (6) FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following tables provide for the periods presented a summary of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 61,107 61,107 — — Total assets 61,182 61,182 — — Earn-out liabilities 23,954 — — 23,954 FFF put right 58,379 — — 58,379 Total liabilities $ 82,333 $ — $ — $ 82,333 June 30, 2020 Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Cash equivalents $ 13,272 $ 13,272 $ — $ — Deferred compensation plan assets 52,538 52,538 — — Total assets 65,810 65,810 — — Earn-out liability 33,151 — — 33,151 FFF put right 36,758 — — 36,758 Total liabilities $ 69,909 $ — $ — $ 69,909 Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets ($5.2 million and $3.4 million at March 31, 2021 and June 30, 2020, respectively) was included in prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) FFF put and call rights In connection with the Company’s equity investment in FFF, the Company entered into a shareholders’ agreement that provides, among other things, that the majority shareholder of FFF holds a put right that requires the Company to purchase the majority shareholder’s interest in FFF, on an all or nothing basis, on or after April 15, 2023. Any required purchase by the Company upon exercise of the put right by FFF’s majority shareholder must 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, in the event of a Key Man Event (generally defined in the shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within the later of 180 calendar days after (i) the date of a Key Man Event or (ii) January 30, 2021. As of March 31, 2021 and June 30, 2020, the call right had zero value. In the event that either of these 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 using a Monte Carlo simulation in a risk-neutral framework 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 and enterprise value over the option period, forecasted movements in the overall market and the likelihood of a Key Man Event. FFF’s enterprise value over the option period was valued utilizing expected annual EBITDA and Revenue growth rates, among other assumptions. The resulting FFF enterprise value was an assumption utilized in the valuation of the put and call rights. Significant increases to weighted average cost of capital, business enterprise value, correlation and credit spread could significantly decrease the liability while a significant increase to asset volatility, EBITDA growth rate and revenue growth rate could significantly increase the liability. The Company utilized the following assumptions to estimate the fair value of FFF Put and Call Rights: March 31, 2021 June 30, 2020 Annual EBITDA growth rate 2.5-10.8% 2.5-26.5% Annual revenue growth rate 2.5-6.3% 1.4-14.4% Correlation 80.0 % 80.0 % Weighted average cost of capital 14.0 % 14.5 % Asset volatility 30.0 % 28.0 % Credit spread 0.9 % 1.7 % The significant assumptions using the Monte Carlo simulation approach for valuation of the Put and Call Rights are: (i) Annual EBITDA Growth Rate: The forecasted EBITDA growth range over six years; (ii) Annual Revenue Growth Rate: The forecasted Revenue growth range over six years; (iii) Correlation: The estimated correlation between future Business Enterprise Value and EBITDA of FFF; (iv) Weighted Average Cost of Capital: The expected rate paid to security holders to finance debt and equity; (v) Asset volatility: Based on the asset volatility of guideline public companies in the healthcare industry; and (vi) Credit Spread: Based on term-matched BBB yield curve. The Company recorded the FFF put and call rights within long-term other liabilities and long-term other assets, respectively, within the accompanying Condensed Consolidated Balance Sheets. Net changes in the fair values of the FFF put and call rights were recorded within other (expense) income, net in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. Earn-out liabilities Earn-out liabilities were established in connection with the Acurity and Nexera asset acquisition and the Stanson Health, Inc. (“Stanson”) and Medpricer acquisitions. The earn-out liability associated with the Acurity and Nexera asset acquisition was classified as Level 3 of the fair value hierarchy. The earn-out liability associated with the Medpricer acquisition is no longer measured at fair value as of March 31, 2021, given Medpricer’s achievement of a portion of the earn-out. The full earn-out associated with the Stanson acquisition was paid to former employees and shareholders as of December 31, 2020. The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition were measured on the acquisition date using a probability-weighted expected payment model and are remeasured periodically due to changes in management’s estimates of the number of member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the respective acquisition agreement. The Acurity and Nexera earn-out liability utilized a credit spread of 1.0% at March 31, 2021 and June 30, 2020. As of March 31, 2021 and June 30, 2020, the undiscounted range of outcomes is between $0 and $30.0 million. A significant decrease in the probability could result in a significant decrease in the value of the earn-out liability. The fair value of the Acurity and Nexera earn-out liability at March 31, 2021 and June 30, 2020 was $24.0 million and $22.7 million, respectively. Acurity and Nexera Earn-out (a) Input assumptions As of March 31, 2021 As of June 30, 2020 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.0 % 1.0 % (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. A reconciliation of the Company’s FFF put and call rights and earn-out liabilities is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) Gain (Loss) (b) Ending Balance Three Months Ended March 31, 2021 Earn-out liabilities $ 22,700 — (1,254) 23,954 FFF put right 53,184 — (5,195) 58,379 Total Level 3 liabilities $ 75,884 $ — $ (6,449) $ 82,333 Three Months Ended March 31, 2020 Earn-out liabilities $ 13,420 $ 22,700 $ 1,233 $ 34,887 FFF put right 19,065 — (13,906) 32,971 Total Level 3 liabilities $ 32,485 $ 22,700 $ (12,673) $ 67,858 Nine Months Ended March 31, 2021 Earn-out liabilities $ 33,151 $ (13,733) $ (4,536) $ 23,954 FFF put right 36,758 — (21,621) 58,379 Total Level 3 liabilities $ 69,909 $ (13,733) $ (26,157) $ 82,333 Nine Months Ended March 31, 2020 FFF call right $ 204 $ — $ (204) $ — Total Level 3 assets 204 — (204) — Earn-out liabilities 6,816 26,481 (1,590) 34,887 FFF put right 41,652 — 8,681 32,971 Total Level 3 liabilities $ 48,468 $ 26,481 $ 7,091 $ 67,858 (a) Purchases (Settlements) for the nine months ended March 31, 2021 includes the Medpricer earnout, which has been earned in part but not yet paid as of March 31, 2021 and the Stanson earnout, which was paid in full as of December 31, 2020. (b) A gain on level 3 asset balances will increase the asset ending balance whereby a gain on level 3 liability balances will decrease the liability ending balance. A loss on level 3 asset balances will decrease the asset ending balance whereby a loss on level 3 liability balance will increase the liability ending balance. Non-Recurring Fair Value Measurements During the nine months ended March 31, 2021, the Company recorded notes payable to members resulting from the deferral of the early termination payments associated with the termination of the TRA as part of the August 2020 restructuring. These notes include a Level 2 input associated with the implied interest rate of 1.8% and are calculated as of August 11, 2020. (see Note 9 - Debt and Notes Payable). During the nine months ended March 31, 2021, no non-recurring fair value measurements were required relating to the measurement of goodwill and intangible assets for impairment. However, purchase price allocations required significant non-recurring Level 3 inputs. The preliminary fair values of the acquired intangible assets resulting from the IDS Acquisition was determined using the income approach (see Note 3 - Business Acquisitions). Financial Instruments For Which Fair Value Only is Disclosed The fair values of non-interest bearing notes payable, classified as Level 2, were less than their carrying value by $0.2 million at March 31, 2021 and June 30, 2020, based on assumed market interest rates of 1.6% for both periods. Other Financial Instruments |
CONTRACT BALANCES
CONTRACT BALANCES | 9 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | (7) CONTRACT BALANCES Deferred Revenue Revenue recognized during the nine months ended March 31, 2021 that was included in the opening balance of deferred revenue at June 30, 2020 was $16.5 million, which is a result of satisfying performance obligations. Performance Obligations A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises and, therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple phases or deliverable arrangements (licensing fees, implementation fees, maintenance and support fees, professional fees for consulting services), including certain performance guarantees. Net revenue recognized during the three months ended March 31, 2021 from performance obligations that were satisfied or partially satisfied in prior periods was $8.5 million. The net revenue recognized was driven by a $11.4 million increase in net administrative fees revenue related to under-forecasted cash receipts received in the current period partially offset by a reduction of $2.9 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. The reduction to net revenue recognized during the nine months ended March 31, 2021 from performance obligations that were satisfied or partially satisfied in prior periods was $3.9 million. The reduction was driven by a $0.9 million decrease in net administrative fees revenue related to over-forecasted cash receipts received in the current period and a reduction of $3.0 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. Reduction in net revenue recognized during the three and nine months ended March 31, 2020 from performance obligations that were satisfied or partially satisfied in prior periods was $0.1 million and $1.4 million, respectively. The reduction was driven by $3.8 million and $6.9 million, respectively, associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. This was offset by $3.7 million and $5.5 million, respectively, of net administrative fees revenue related to under-forecasted cash receipts received in the current period. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of March 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $589.5 million. The Company expects to recognize approximately 45% of the remaining performance obligations over the next 12 months and an additional 26% over the following 12 months, with the remainder recognized thereafter. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (8) GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Total June 30, 2020 $ 387,722 $ 554,243 $ 941,965 Acquisition of businesses and assets — 57,514 57,514 Adjustments to acquisition purchase price 780 (482) 298 March 31, 2021 $ 388,502 $ 611,275 $ 999,777 The initial purchase price allocation for the IDS Acquisition is preliminary and subject to changes in fair value of working capital and valuation of the assets acquired and the liabilities assumed. Adjustments to acquisition purchase price since June 30, 2020 are a result of measurement period adjustments from the Acurity and Nexera asset acquisition and the HDP acquisition. See Note 3 - Business Acquisitions for more information. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): Useful Life March 31, 2021 June 30, 2020 Member relationships 14.7 years $ 386,100 $ 386,100 Technology 6.1 years 186,017 164,117 Customer relationships 9.6 years 70,830 70,830 Trade names 7.4 years 24,610 24,160 Non-compete agreements 5.3 years 11,315 11,315 Other (a) 10.2 years 7,682 6,060 Total intangible assets 686,554 662,582 Accumulated amortization (279,023) (245,160) Total intangible assets, net $ 407,531 $ 417,422 (a) Includes a $1.0 million indefinite-lived asset that was acquired through the HDP acquisition. |
DEBT AND NOTES PAYABLE
DEBT AND NOTES PAYABLE | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND NOTES PAYABLE | (9) DEBT AND NOTES PAYABLE Long-term debt and notes payable consisted of the following (in thousands): March 31, 2021 June 30, 2020 Credit Facility $ 200,000 $ 75,000 Notes payable to members 418,639 — Other notes payable 9,297 9,200 Total debt and notes payable 627,936 84,200 Less: current portion (299,447) (79,560) Total long-term debt and notes payable $ 328,489 $ 4,640 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 November 9, 2018 (the “Credit Facility”). The Credit Facility has a maturity date of November 9, 2023, subject to up to two one-year extensions at the request of the Co-Borrowers and approval of a majority of the lenders under the Credit Facility. The Credit Facility provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increases. 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. Outstanding borrowings under the Credit Facility bear interest on a variable rate structure with borrowings bearing interest at either London Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging from 1.000% to 1.500% or the prime lending rate plus an applicable margin ranging from 0.000% to 0.500%. At March 31, 2021, the interest rate on outstanding borrowings under the Credit Facility was 1.115%. The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants. Premier GP was in compliance with all such covenants at March 31, 2021. The Credit Facility also contains customary events of default, including a cross-default of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable. Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of Class A common stock pursuant to stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. During the nine months ended March 31, 2021, the Company borrowed $225.0 million and repaid $100.0 million of borrowings under the Credit Facility. The Company had $200.0 million in outstanding borrowings under the Credit Facility at March 31, 2021 with $799.9 million of available borrowing capacity after reductions for outstanding borrowings and outstanding letters of credit. In April 2021, the Company repaid $75.0 million of outstanding borrowings under the Credit Facility. Notes Payable Notes Payable to Members On August 10, 2020, the Company exercised its right to terminate the TRA by and among the Company and the former limited partners of Premier LP by providing all former LPs a notice of the termination and the amount of the expected payment to be made to each LP pursuant to the early termination provisions of the TRA (each such amount an “Early Termination Payment”) with a determination date of August 10, 2020 (the “Determination Date”). The valuation of the Early Termination Payment is based on the average of the closing prices of a share of Class A common stock on the stock exchange over the 20 trading days ending three days prior to the Determination Date. The aggregate amount of the Early Termination Payments was $472.6 million. Of that amount, $10.5 million was paid on September 15, 2020, to LPs that did not elect to execute a Unit Exchange and Tax Receivable Acceleration Agreement (“Unit Exchange Agreement”) in connection with the Company’s August 2020 restructuring. The remaining amount payable, $462.1 million in the aggregate, will be paid, without interest, to certain LPs that elected to execute a Unit Exchange Agreement, which deferred the Early Termination Payments over 18 quarterly installments commencing during the quarter ended March 31, 2021 and ending in the quarter ending June 30, 2025. While non-interest bearing, pursuant to GAAP requirements, the notes payable to members were recorded net of imputed interest of 1.8%. During the quarter ended March 31, 2021, the Company paid the first quarterly installment of $25.7 million. At March 31, 2021, the Company had $418.6 million of notes payable to members, net of discounts on notes payable of $17.8 million, of which $95.5 million was recorded to current portion of notes payable to members in the accompanying Condensed Consolidated Balance Sheets. Other At March 31, 2021 and June 30, 2020, the Company had $9.3 million and $9.2 million in other notes payable, respectively, of which $4.0 million and $4.6 million, respectively, were included in current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets. Other notes payable do not bear interest and generally have stated maturities of three Future minimum principal payments on total outstanding notes payable as of March 31, 2021 are as follows (in thousands): 2021 (a) $ 29,218 2022 105,211 2023 103,629 2024 104,231 2025 103,419 Total principal payments $ 445,708 (a) For the period from April 1, 2021 to June 30, 2021. |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 9 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE LIMITED PARTNERS' CAPITAL | (10) REDEEMABLE LIMITED PARTNERS' CAPITAL On July 31, 2020, after the resignation of three directors affiliated with the Company’s members, the Board of Directors consisted of fifteen (15) directors, comprised of eight (8) independent directors, six (6) member-directors and the Company’s Chief Executive Officer, thus having a majority of independent directors on the Board of Directors. Since the member-directors no longer comprised a majority of the Board of Directors, as of July 31, 2020, the limited partner’s redemption feature was under the control of the Company (not the holders of Class B common units). As a result, $1.8 billion representing the fair value of redeemable limited partners’ capital at July 31, 2020 was reclassified from temporary equity in the mezzanine section of the Condensed Consolidated Balance Sheets to additional paid in capital as a component of permanent equity. For the nine months ended March 31, 2021 and 2020, 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 Condensed Consolidated Statements of Income and Comprehensive Income in the amounts of $(26.7) million and $516.7 million, respectively. With respect to the nine months ended March 31, 2021, no adjustments to the fair value of redeemable limited partners’ capital as an adjustment of redeemable limited partners’ capital to redemption amount were recorded subsequent to July 31, 2020 in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. Refer to “Company Structure and Restructuring” in Note 1 - Organization and Basis of Presentation. The tables below provide a summary of the changes in redeemable limited partners’ capital from June 30, 2020 to September 30, 2020 and June 30, 2019 to March 31, 2020 (in thousands). There were no changes in redeemable limited partner’s capital from September 30, 2020 to March 31, 2021. Receivables From Limited Partners Redeemable Limited Partners' Capital Total Redeemable Limited Partners' Capital June 30, 2020 $ (995) $ 1,721,304 $ 1,720,309 Distributions applied to receivables from limited partners 141 — 141 Net income attributable to non-controlling interest in Premier LP — 11,845 11,845 Distributions to limited partners — (1,936) (1,936) Exchange of Class B common units for Class A common stock by member owners — (2,437) (2,437) Adjustment of redeemable limited partners' capital to redemption amount — 26,685 26,685 Reclassification to permanent equity 854 (1,755,461) (1,754,607) September 30, 2020 $ — $ — $ — Receivables From Limited Partners Redeemable Limited Partners’ Capital Total Redeemable Limited Partners’ Capital June 30, 2019 $ (1,204) $ 2,524,474 $ 2,523,270 Distributions applied to receivables from limited partners 69 — 69 Redemption of limited partners — (1,371) (1,371) Net income attributable to non-controlling interest in Premier LP — 41,907 41,907 Distributions to limited partners — (13,699) (13,699) Exchange of Class B common units for Class A common stock by member owners — (50,792) (50,792) Adjustment of redeemable limited partners' capital to redemption amount — (694,309) (694,309) September 30, 2019 (1,135) 1,806,210 1,805,075 Distributions applied to receivables from limited partners 70 — 70 Net income attributable to non-controlling interest in Premier LP — 55,704 55,704 Distributions to limited partners — (12,689) (12,689) Exchange of Class B common units for Class A common stock by member owners — (223,946) (223,946) Adjustment of redeemable limited partners' capital to redemption amount — 480,153 480,153 December 31, 2019 (1,065) 2,105,432 2,104,367 Distributions applied to receivables from limited partners 71 — 71 Net income attributable to non-controlling interest in Premier LP — 35,058 35,058 Distributions to limited partners — (9,314) (9,314) Exchange of Class B common units for Class A common stock by member owners — (169,194) (169,194) Adjustment of redeemable limited partners' capital to redemption amount — (302,569) (302,569) March 31, 2020 $ (994) $ 1,659,413 $ 1,658,419 Pursuant to the Exchange Agreement in place prior to the August 2020 restructuring, each limited partner had 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 nine months ended March 31, 2021, the Company recorded total reductions of $2.4 million to redeemable limited partners' capital prior to the August 2020 restructuring to reflect the exchange of 0.1 million Class B common units and surrender and retirement of a corresponding number of 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 12 - Earnings Per Share for more information). On August 11, 2020, the Exchange Agreement was terminated in connection with the restructuring as discussed in Note 1 - Organization and Basis of Presentation. Quarterly exchanges during the nine months ended March 31, 2021 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, 2020 69,684 $ 2,437 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | (11) STOCKHOLDERS' EQUITY As of March 31, 2021, there were 122,268,758 shares of the Company's Class A common stock, par value $0.01 per share, outstanding. Holders of Class A common stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Class A common stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Class A common stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any. On July 31, 2020, $1.8 billion representing the fair value of redeemable limited partners capital on July 31, 2020 was reclassified from temporary equity in the mezzanine section of the Condensed Consolidated Balance Sheets to additional paid in capital as a component of permanent equity. Refer to Note 10 - Redeemable Limited Partners' Capital for further discussion. On August 11, 2020, pursuant to the Merger Agreement, each of the issued and outstanding Class B common units was canceled and converted automatically into a right to receive one share of the Company’s Class A common stock. In conjunction with the Merger, all of the issued and outstanding shares of Class B common stock of the Company beneficially held by the LPs were canceled in accordance with the Company’s Certificate of Incorporation. On August 11, 2020, the Company issued 50,143,414 shares of Class A common stock pursuant to the Merger. On September 15, 2020, December 15, 2020, and March 15, 2021, the Company paid a cash dividend of $0.19 per share on outstanding shares of Class A common stock to stockholders of record on September 1, 2020, December 1, 2020, and March 1, 2021, respectively. On April 23, 2021, the Board of Directors declared a cash dividend of $0.19 per share, payable on June 15, 2021 to stockholders of record on June 1, 2021. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | (12) EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding for the period. Net income attributable to stockholders includes the adjustment recorded in the period to reflect redeemable limited partners’ capital at the redemption amount, which is due to 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. On August 11, 2020, pursuant to the Merger Agreement, each of the issued and outstanding Class B common units (and corresponding shares of the Company’s Class B common stock) was canceled and converted automatically into a right to receive one share of the Company’s Class A common stock, and the Company issued an aggregate of 50,143,414 shares of Class A common stock. Refer to Note 1 - Organization and Basis of Presentation for further discussion. The following table provides a reconciliation of the numerator and denominator used for basic and diluted (loss) earnings per share (in thousands, except per share amounts): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Numerator for basic earnings per share: Net income from continuing operations attributable to stockholders (a) $ 48,321 $ 340,726 $ 234,445 $ 620,262 Net income from discontinued operations attributable to stockholders — 2 — 529 Net income attributable to stockholders $ 48,321 $ 340,728 $ 234,445 $ 620,791 Numerator for diluted earnings per share: Net income from continuing operations attributable to stockholders (a) $ 48,321 $ 340,726 $ 234,445 $ 620,262 Adjustment of redeemable limited partners’ capital to redemption amount — (302,569) — (516,725) Net income from continuing operations attributable to non-controlling interest in Premier LP — 35,055 — 132,189 Net income from continuing operations 48,321 73,212 234,445 235,726 Tax effect on Premier, Inc. net income (b)(c) — (7,067) — (30,007) Adjusted net income from continuing operations $ 48,321 $ 66,145 $ 234,445 $ 205,719 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net income from discontinued operations attributable to stockholders $ — $ 2 $ — $ 529 Net income from discontinued operations attributable to non-controlling interest in Premier LP — 3 — 480 Adjusted net income from discontinued operations $ — $ 5 $ — $ 1,009 Adjusted net income $ 48,321 $ 66,150 $ 234,445 $ 206,728 Denominator for earnings per share: Basic weighted average shares outstanding (d) 122,254 69,451 114,596 65,582 Effect of dilutive securities: (e) Stock options 325 232 300 357 Restricted stock 373 216 336 239 Performance share awards 164 197 133 66 Class B shares outstanding — 52,374 — 57,786 Diluted weighted average shares and assumed conversions 123,116 122,470 115,365 124,030 Earnings per share attributable to stockholders: Basic earnings per share attributable to stockholders $ 0.40 $ 4.91 $ 2.05 $ 9.47 Diluted earnings per share attributable to stockholders $ 0.39 $ 0.54 $ 2.03 $ 1.66 (a) Net income from continuing operations attributable to stockholders was calculated as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net income from continuing operations $ 51,444 $ 73,212 $ 277,033 $ 235,726 Net income from continuing operations attributable to non-controlling interest (3,123) (35,055) (15,903) (132,189) Adjustment of redeemable limited partners’ capital to redemption amount — 302,569 (26,685) 516,725 Net income from continuing operations attributable to stockholders $ 48,321 $ 340,726 $ 234,445 $ 620,262 (b) For the three months ended March 31, 2021, the tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in PRAM and DePre Holdings, LLC (“DPH”) was calculated as a component of the income tax provision for the three months ended March 31, 2021. (c) For the nine months ended March 31, 2021, the tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in Premier, LP, PRAM and DPH was calculated as a component of the income tax provision for the nine months ended March 31, 2021. (d) For the three and nine months ended March 31, 2020, represents income tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in Premier, LP for the purpose of diluted earnings per share. (e) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the three and nine months ended March 31, 2021 and 2020. (f) For the three months ended March 31, 2021, the effect of 0.4 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the nine months ended March 31, 2021, the effect of 1.5 million stock options and restricted stock units and 7.5 million Class B common units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the three and nine months ended March 31, 2021, the effect of 0.7 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the three and nine months ended March 31, 2020, the effect of 0.8 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. Additionally, the effect of less than 0.1 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. Pursuant to the Exchange Agreement in place prior to the August 2020 restructuring, on a quarterly basis, the Company had the option, as determined by the 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 were surrendered by member owners and retired (see Note 10 - Redeemable Limited Partners' Capital). On August 11, 2020, the Exchange Agreement was terminated in connection with the restructuring as discussed in Note 1 - Organization and Basis of Presentation. 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 exchange 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, 2020 69,684 50,143,414 71,724,149 41%/59% (a) The number of Class B common shares retired or outstanding is 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 equity incentive plan (see Note 13 - Stock-Based Compensation). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | (13) STOCK-BASED COMPENSATION Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The associated deferred tax benefit was calculated at a rate of 26% for the three months ended March 31, 2021 and 25% for the three months ended March 31, 2020, which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company’s current effective income tax rate which includes the impact of the Merger. See Note 14 - Income Taxes for further information. Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Pre-tax stock-based compensation expense $ 13,056 $ 7,568 $ 27,601 $ 19,048 Deferred tax benefit (a) 2,521 1,915 4,641 4,819 Total stock-based compensation expense, net of tax $ 10,535 $ 5,653 $ 22,960 $ 14,229 (a) For the three and nine months ended March 31, 2021, the deferred tax benefit was reduced by $0.9 million and 2.5 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017. Premier 2013 Equity Incentive Plan The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the “2013 Equity Incentive Plan”) provides for grants of up to 14.8 million shares of Class A common stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance share awards. As of March 31, 2021, there were 5.3 million shares available for grant under the 2013 Equity Incentive Plan. The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2021: 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, 2020 681,538 $ 37.91 1,606,309 $ 37.58 2,544,137 $ 30.17 Granted 571,761 $ 31.94 695,233 $ 29.20 — $ — Vested/exercised (200,384) $ 34.40 (161,544) $ 32.77 (124,390) $ 30.96 Forfeited (57,813) $ 36.26 (401,425) $ 33.71 (33,184) $ 35.13 Outstanding at March 31, 2021 995,102 $ 35.28 1,738,573 $ 35.57 2,386,563 $ 30.05 Stock options outstanding and exercisable at March 31, 2021 2,386,563 $ 30.05 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 twelve months after 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 March 31, 2021 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 19,926 2.0 years Performance share awards 27,191 1.8 years Total unrecognized stock-based compensation expense $ 47,117 1.9 years The aggregate intrinsic value of stock options at March 31, 2021 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 9,757 Expected to vest — Total outstanding $ 9,757 Exercised during the year ended March 31, 2021 527 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (14) INCOME TAXES On August 11, 2020, the Company entered into the Merger Agreement and pursuant to the Merger Agreement, each of the issued and outstanding Class B common units was canceled and converted automatically into a right to receive one share of the Company’s Class A common stock. In conjunction with the Merger, all the issued and outstanding shares of Class B common stock of the Company beneficially held by the LPs were canceled in accordance with the Company’s Certificate of Incorporation. At the consummation of the Merger, the Company simplified its tax structure, resulting in the Company and its subsidiaries forming one consolidated filing group for tax purposes. As a result, the Company recorded a one-time deferred tax benefit of $131.4 million, primarily driven by deferred tax remeasurement due to the change in the state statutory rate and valuation allowance release. Income tax expense for the three months ended March 31, 2021 and 2020 was $13.4 million and $4.2 million, respectively, which reflects effective tax rates of 21% and 5%, respectively. The effective tax rate for the three months ended March 31, 2021 increased compared to the prior year period as a result of the prior year impact of the income tax benefit associated with the NOL carryback provisions under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the associated release of the valuation allowance in March 2020. Income tax (benefit) expense for the nine months ended March 31, 2021 and 2020 was $(88.0) million and $78.3 million, respectively, which reflects effective tax rates of (47)% and 25%, respectively. The change in the effective tax rate for the nine months ended March 31, 2021 is primarily driven by the aforementioned one-time deferred tax remeasurement and valuation allowance release as a result of the Merger. Excluding the one-time deferred tax benefit, the effective tax rate would have been 23% for the nine months ended March 31, 2021. Net deferred tax assets increased by $408.9 million to $821.4 million at March 31, 2021 from $412.5 million at June 30, 2020. The increase in net deferred tax assets was largely driven by an increase of $285.0 million in deferred tax assets related to the final exchange of all outstanding Class B common units for the Company’s Class A common stock on August 11, 2020 and $131.4 million deferred tax remeasurement and valuation allowance release as a result of the Merger. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (15) RELATED PARTY TRANSACTIONS 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 Condensed Consolidated Statements of Income and Comprehensive Income was $0.8 million and $4.3 million for the three months ended March 31, 2021 and 2020, respectively, and $8.4 million and $10.8 million for the nine months ended March 31, 2021 and 2020, respectively. The Company maintains group purchasing agreements with FFF and receives administrative fees for purchases made by the Company’s members and other customers pursuant to those agreements. Net administrative fees revenue recorded from purchases under those agreements was $1.1 million and $1.2 million during the three months ended March 31, 2021 and 2020, respectively, and $4.6 million and $5.8 million for the nine months ended March 31, 2021 and 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (16) COMMITMENTS AND CONTINGENCIES Operating Leases Operating lease expense for the three months ended March 31, 2021 and 2020 was $2.6 million and $2.7 million, respectively. Operating lease expense for the nine months ended March 31, 2021 and 2020 were both $8.2 million. As of March 31, 2021, the weighted average remaining lease term was 5.0 years and the weighted average discount rate was 4%. Future minimum lease payments under noncancelable operating leases with initial lease terms in excess of one year were as follows (in thousands): March 31, 2021 June 30, 2020 2021 (a) $ 2,995 $ 12,171 2022 11,738 11,738 2023 12,012 12,012 2024 12,145 12,145 2025 12,177 12,177 Thereafter 10,171 10,171 Total future minimum lease payments 61,238 70,414 Less: imputed interest 5,820 7,567 Total operating lease liabilities (b) $ 55,418 $ 62,847 (a) As of March 31, 2021, future minimum lease payments are for the period from April 1, 2021 to June 30, 2021. (b) As of March 31, 2021, total operating lease liabilities included $9.8 million within other liabilities, current in the Condensed Consolidated Balance Sheets. Other Matters The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. Furthermore, as a public company, the Company may become subject to stockholder derivative or other similar litigation. 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 | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | (17) SEGMENTS The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management and direct sourcing activities. The Performance Services segment includes the Company’s informatics, collaborative, consulting services, direct-to-employer initiative and insurance management services businesses. The following table presents disaggregated revenue by business segment and underlying source (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net revenue: Supply Chain Services Net administrative fees $ 146,553 $ 174,049 $ 424,537 $ 518,566 Other services and support 8,630 3,396 18,307 8,439 Services 155,183 177,445 442,844 527,005 Products 215,995 61,183 511,080 167,344 Total Supply Chain Services (a) 371,178 238,628 953,924 694,349 Performance Services (a) 98,745 96,195 285,713 262,490 Net revenue $ 469,923 $ 334,823 $ 1,239,637 $ 956,839 (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Depreciation and amortization expense (a) : Supply Chain Services $ 9,389 $ 6,896 $ 27,608 $ 16,592 Performance Services 18,196 30,950 55,763 91,862 Corporate 2,152 1,897 6,397 6,184 Total depreciation and amortization expense $ 29,737 $ 39,743 $ 89,768 $ 114,638 Capital expenditures: Supply Chain Services $ 2,486 $ 2,485 $ 8,061 $ 4,571 Performance Services 18,835 20,840 54,118 57,956 Corporate 726 1,233 4,732 6,799 Total capital expenditures $ 22,047 $ 24,558 $ 66,911 $ 69,326 March 31, 2021 June 30, 2020 Total assets: Supply Chain Services $ 1,698,254 $ 1,483,751 Performance Services 1,043,065 930,968 Corporate 940,706 538,248 Total assets 3,682,025 2,952,967 Eliminations (b) (60) (4,452) Total assets, net $ 3,681,965 $ 2,948,515 (a) Includes amortization of purchased intangible assets. (b) Includes eliminations of intersegment transactions which occur during the ordinary course of business. The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue and equity in net income of unconsolidated affiliates less operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative and product development activities specific to the operation of each segment. Non-recurring items are income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations. For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see “Our Use of Non-GAAP Financial Measures” within Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Income before income taxes $ 64,888 $ 77,377 $ 188,996 $ 314,062 Equity in net income of unconsolidated affiliates (a) (5,524) (4,442) (16,023) (11,038) Interest and investment loss, net 3,225 9,966 8,742 9,849 Loss (gain) on FFF put and call rights (b) 5,195 13,906 21,621 (8,477) Other (income) expense (1,594) 5,005 (10,167) 1,996 Operating income 66,190 101,812 193,169 306,392 Depreciation and amortization 19,337 25,777 55,904 75,690 Amortization of purchased intangible assets 10,400 13,966 33,864 38,948 Stock-based compensation (c) 13,180 7,668 27,970 19,358 Acquisition and disposition related expenses 4,126 7,287 14,889 16,263 Remeasurement of tax receivable agreement liabilities (d) — (902) — (24,584) Equity in net income of unconsolidated affiliates (a) 5,524 4,442 16,023 11,038 Deferred compensation plan income (expense) (e) 1,521 (5,476) 9,231 (2,484) Other expense, net 929 1,315 5,718 3,929 Non-GAAP Adjusted EBITDA $ 121,207 $ 155,889 $ 356,768 $ 444,550 Segment Non-GAAP Adjusted EBITDA: Supply Chain Services (f) $ 117,949 $ 149,212 $ 339,538 $ 447,081 Performance Services (f) 35,950 34,634 109,675 84,977 Corporate (32,692) (27,957) (92,445) (87,508) Non-GAAP Adjusted EBITDA $ 121,207 $ 155,889 $ 356,768 $ 444,550 (a) Refer to Note 5 - Investments for more information. (b) Refer to Note 6 - Fair Value Measurements for more information. (c) Includes non-cash employee stock-based compensation expense and stock purchase plan expense of $0.1 million during both of the three months ended March 31, 2021 and 2020. Also includes $0.4 million and $0.3 million during the nine months ended March 31, 2021 and 2020, respectively. (d) The adjustments to TRA liabilities for the three and nine months ended March 31, 2020 is primarily attributable to decreases in the Premier, Inc. effective tax rate related to state tax liabilities. (e) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. (f) Includes intersegment revenue which is eliminated in consolidation. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation At March 31, 2021, the Company was wholly owned by public investors, which included member owners that received shares of Class A common stock in connection with the aforementioned restructuring as well as previous exchanges of Class B common units and associated Class B common stock. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2020 Annual Report. |
Variable Interest Entities | Variable Interest Entities At March 31, 2021, as a result of the aforementioned restructuring, Premier LP no longer meets the definition of a variable interest entity (“VIE”), as defined in Accounting Standards Codification (“ASC”) Topic 810. The results of operations of Premier LP are included in the condensed consolidated financial statements. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial StatementsThe preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including estimates for net administrative fees revenue, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of 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. |
Accounts Receivable | Accounts ReceivableFinancial 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 expected credit losses. 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 and other customer base and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on our estimate of expected credit losses. However, we will monitor economic conditions on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive 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. |
Contract Assets | Contract Assets Supply Chain Services contract assets represents estimated member and other customer purchases on supplier contracts for which administrative fees have been earned, but not collected. Performance Services contract assets represents revenue earned for services provided but which the company is not contractually able to bill as of the end of the respective reporting period. Historically, we have not recognized a provision for contract assets. Under ASC Topic 326, we include Performance Services’ contract assets in our reserving process and assess the risk of loss similar to our methodology of the Company’s receivables, since the contract assets are reclassified to receivables when we become entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , (“ASU 2016-13”), which modifies the measurement of expected credit losses on certain financial instruments and the timing of when such losses are recorded. The Company adopted ASU 2016-13 effective July 1, 2020 on a modified retrospective basis which resulted in a reduction to retained earnings of $1.2 million. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , (“ASU 2018-13”), which improves the effectiveness of fair value measurement disclosures by eliminating, adding and modifying certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The Company adopted ASU 2018-13 effective July 1, 2020 and has updated the financial statements accordingly to reflect the updates in the disclosure requirements (see Note 6 - Fair Value Measurements). The implementation of ASU 2018-13 did not have a material effect on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles- Goodwill and Other-Internal Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table presents supplementary cash flows information for the nine months ended March 31, 2021 and 2020 (in thousands): Nine Months Ended March 31, 2021 2020 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 stockholders' equity $ 26,685 $ (516,725) Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners (2,437) (443,931) Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments 331 63,958 Net increase in deferred tax assets related to final exchange by member owners 284,852 — Reclassification of redeemable limited partners' capital to additional paid in capital 1,754,607 — Decrease in additional paid-in capital related to notes payable to members, net of discounts 438,967 — Net increase in additional paid-in capital related to departures and quarterly exchanges by member owners and other adjustments 37,319 71,568 Increase in additional paid-in capital related to final exchange by member owners 517,526 — Accrued dividend equivalents 513 — |
Schedule of Financial Information of Premier LP | The assets and liabilities of Premier LP at June 30, 2020, including assets and liabilities of discontinued operations, consisted of the following (in thousands): June 30, 2020 Assets Current $ 610,990 Noncurrent 1,900,137 Total assets of Premier LP $ 2,511,127 Liabilities Current $ 580,430 Noncurrent 296,801 Total liabilities of Premier LP $ 877,231 Net income attributable to Premier LP, including income and expense that has been classified as discontinued operations, during the three and nine months ended March 31, 2020 was as follows (in thousands): Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Premier LP net income $ 84,185 $ 290,430 Premier LP’s cash flows, including cash flows attributable to discontinued operations, for the nine months ended March 31, 2020 consisted of the following (in thousands): Nine Months Ended March 31, 2020 Net cash provided by (used in): Operating activities $ 252,566 Investing activities (171,954) Financing activities 24,790 Net increase in cash and cash equivalents 105,402 Cash and cash equivalents at beginning of year 131,210 Cash and cash equivalents at end of period $ 236,612 |
DISCONTINUED OPERATIONS AND E_2
DISCONTINUED OPERATIONS AND EXIT ACTIVITIES (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Major Classes of Assets and Liabilities and Major Components of Net Income (Loss) From Discontinued Operations | The following table summarizes the major components of net income from discontinued operations (in thousands): Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Operating gain from discontinued operations $ — $ — Net gain on disposal of assets 24 1,399 Income from discontinued operations before income taxes 24 1,399 Income tax expense 19 390 Income from discontinued operations, net of tax 5 1,009 Net income from discontinued operations attributable to non-controlling interest in Premier LP (3) (480) Net income from discontinued operations attributable to stockholders $ 2 $ 529 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments in Unconsolidated Affiliates | The Company’s investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income Three Months Ended Nine Months Ended March 31, March 31, March 31, 2021 June 30, 2020 2021 2020 2021 2020 FFF $ 117,591 $ 109,204 $ 806 $ 4,340 $ 8,387 $ 10,830 Prestige 18,276 11,194 4,436 — 7,082 — Other investments 17,880 12,937 282 102 554 208 Total investments $ 153,747 $ 133,335 $ 5,524 $ 4,442 $ 16,023 $ 11,038 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities | The following tables provide for the periods presented a summary of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 61,107 61,107 — — Total assets 61,182 61,182 — — Earn-out liabilities 23,954 — — 23,954 FFF put right 58,379 — — 58,379 Total liabilities $ 82,333 $ — $ — $ 82,333 June 30, 2020 Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Cash equivalents $ 13,272 $ 13,272 $ — $ — Deferred compensation plan assets 52,538 52,538 — — Total assets 65,810 65,810 — — Earn-out liability 33,151 — — 33,151 FFF put right 36,758 — — 36,758 Total liabilities $ 69,909 $ — $ — $ 69,909 |
Fair Value Measurement Inputs and Valuation Assumptions | The Company utilized the following assumptions to estimate the fair value of FFF Put and Call Rights: March 31, 2021 June 30, 2020 Annual EBITDA growth rate 2.5-10.8% 2.5-26.5% Annual revenue growth rate 2.5-6.3% 1.4-14.4% Correlation 80.0 % 80.0 % Weighted average cost of capital 14.0 % 14.5 % Asset volatility 30.0 % 28.0 % Credit spread 0.9 % 1.7 % Acurity and Nexera Earn-out (a) Input assumptions As of March 31, 2021 As of June 30, 2020 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.0 % 1.0 % (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. |
Reconciliation of Earn-Out Liabilities and FFF Put Rights | A reconciliation of the Company’s FFF put and call rights and earn-out liabilities is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) Gain (Loss) (b) Ending Balance Three Months Ended March 31, 2021 Earn-out liabilities $ 22,700 — (1,254) 23,954 FFF put right 53,184 — (5,195) 58,379 Total Level 3 liabilities $ 75,884 $ — $ (6,449) $ 82,333 Three Months Ended March 31, 2020 Earn-out liabilities $ 13,420 $ 22,700 $ 1,233 $ 34,887 FFF put right 19,065 — (13,906) 32,971 Total Level 3 liabilities $ 32,485 $ 22,700 $ (12,673) $ 67,858 Nine Months Ended March 31, 2021 Earn-out liabilities $ 33,151 $ (13,733) $ (4,536) $ 23,954 FFF put right 36,758 — (21,621) 58,379 Total Level 3 liabilities $ 69,909 $ (13,733) $ (26,157) $ 82,333 Nine Months Ended March 31, 2020 FFF call right $ 204 $ — $ (204) $ — Total Level 3 assets 204 — (204) — Earn-out liabilities 6,816 26,481 (1,590) 34,887 FFF put right 41,652 — 8,681 32,971 Total Level 3 liabilities $ 48,468 $ 26,481 $ 7,091 $ 67,858 (a) Purchases (Settlements) for the nine months ended March 31, 2021 includes the Medpricer earnout, which has been earned in part but not yet paid as of March 31, 2021 and the Stanson earnout, which was paid in full as of December 31, 2020. |
Reconciliation of FFF Call Rights | A reconciliation of the Company’s FFF put and call rights and earn-out liabilities is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) Gain (Loss) (b) Ending Balance Three Months Ended March 31, 2021 Earn-out liabilities $ 22,700 — (1,254) 23,954 FFF put right 53,184 — (5,195) 58,379 Total Level 3 liabilities $ 75,884 $ — $ (6,449) $ 82,333 Three Months Ended March 31, 2020 Earn-out liabilities $ 13,420 $ 22,700 $ 1,233 $ 34,887 FFF put right 19,065 — (13,906) 32,971 Total Level 3 liabilities $ 32,485 $ 22,700 $ (12,673) $ 67,858 Nine Months Ended March 31, 2021 Earn-out liabilities $ 33,151 $ (13,733) $ (4,536) $ 23,954 FFF put right 36,758 — (21,621) 58,379 Total Level 3 liabilities $ 69,909 $ (13,733) $ (26,157) $ 82,333 Nine Months Ended March 31, 2020 FFF call right $ 204 $ — $ (204) $ — Total Level 3 assets 204 — (204) — Earn-out liabilities 6,816 26,481 (1,590) 34,887 FFF put right 41,652 — 8,681 32,971 Total Level 3 liabilities $ 48,468 $ 26,481 $ 7,091 $ 67,858 (a) Purchases (Settlements) for the nine months ended March 31, 2021 includes the Medpricer earnout, which has been earned in part but not yet paid as of March 31, 2021 and the Stanson earnout, which was paid in full as of December 31, 2020. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Supply Chain Services Performance Services Total June 30, 2020 $ 387,722 $ 554,243 $ 941,965 Acquisition of businesses and assets — 57,514 57,514 Adjustments to acquisition purchase price 780 (482) 298 March 31, 2021 $ 388,502 $ 611,275 $ 999,777 |
Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands): Useful Life March 31, 2021 June 30, 2020 Member relationships 14.7 years $ 386,100 $ 386,100 Technology 6.1 years 186,017 164,117 Customer relationships 9.6 years 70,830 70,830 Trade names 7.4 years 24,610 24,160 Non-compete agreements 5.3 years 11,315 11,315 Other (a) 10.2 years 7,682 6,060 Total intangible assets 686,554 662,582 Accumulated amortization (279,023) (245,160) Total intangible assets, net $ 407,531 $ 417,422 (a) Includes a $1.0 million indefinite-lived asset that was acquired through the HDP acquisition. |
DEBT AND NOTES PAYABLE (Tables)
DEBT AND NOTES PAYABLE (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Notes Payable | Long-term debt and notes payable consisted of the following (in thousands): March 31, 2021 June 30, 2020 Credit Facility $ 200,000 $ 75,000 Notes payable to members 418,639 — Other notes payable 9,297 9,200 Total debt and notes payable 627,936 84,200 Less: current portion (299,447) (79,560) Total long-term debt and notes payable $ 328,489 $ 4,640 |
Schedule of Future Minimum Principal Payments | Future minimum principal payments on total outstanding notes payable as of March 31, 2021 are as follows (in thousands): 2021 (a) $ 29,218 2022 105,211 2023 103,629 2024 104,231 2025 103,419 Total principal payments $ 445,708 (a) For the period from April 1, 2021 to June 30, 2021. |
REDEEMABLE LIMITED PARTNERS' _2
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Changes in Redeemable Limited Partners' Capital | The tables below provide a summary of the changes in redeemable limited partners’ capital from June 30, 2020 to September 30, 2020 and June 30, 2019 to March 31, 2020 (in thousands). There were no changes in redeemable limited partner’s capital from September 30, 2020 to March 31, 2021. Receivables From Limited Partners Redeemable Limited Partners' Capital Total Redeemable Limited Partners' Capital June 30, 2020 $ (995) $ 1,721,304 $ 1,720,309 Distributions applied to receivables from limited partners 141 — 141 Net income attributable to non-controlling interest in Premier LP — 11,845 11,845 Distributions to limited partners — (1,936) (1,936) Exchange of Class B common units for Class A common stock by member owners — (2,437) (2,437) Adjustment of redeemable limited partners' capital to redemption amount — 26,685 26,685 Reclassification to permanent equity 854 (1,755,461) (1,754,607) September 30, 2020 $ — $ — $ — Receivables From Limited Partners Redeemable Limited Partners’ Capital Total Redeemable Limited Partners’ Capital June 30, 2019 $ (1,204) $ 2,524,474 $ 2,523,270 Distributions applied to receivables from limited partners 69 — 69 Redemption of limited partners — (1,371) (1,371) Net income attributable to non-controlling interest in Premier LP — 41,907 41,907 Distributions to limited partners — (13,699) (13,699) Exchange of Class B common units for Class A common stock by member owners — (50,792) (50,792) Adjustment of redeemable limited partners' capital to redemption amount — (694,309) (694,309) September 30, 2019 (1,135) 1,806,210 1,805,075 Distributions applied to receivables from limited partners 70 — 70 Net income attributable to non-controlling interest in Premier LP — 55,704 55,704 Distributions to limited partners — (12,689) (12,689) Exchange of Class B common units for Class A common stock by member owners — (223,946) (223,946) Adjustment of redeemable limited partners' capital to redemption amount — 480,153 480,153 December 31, 2019 (1,065) 2,105,432 2,104,367 Distributions applied to receivables from limited partners 71 — 71 Net income attributable to non-controlling interest in Premier LP — 35,058 35,058 Distributions to limited partners — (9,314) (9,314) Exchange of Class B common units for Class A common stock by member owners — (169,194) (169,194) Adjustment of redeemable limited partners' capital to redemption amount — (302,569) (302,569) March 31, 2020 $ (994) $ 1,659,413 $ 1,658,419 |
Schedule of Quarterly Exchanges | Quarterly exchanges during the nine months ended March 31, 2021 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, 2020 69,684 $ 2,437 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used for Basic and Diluted Earnings (Loss) Per Share | The following table provides a reconciliation of the numerator and denominator used for basic and diluted (loss) earnings per share (in thousands, except per share amounts): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Numerator for basic earnings per share: Net income from continuing operations attributable to stockholders (a) $ 48,321 $ 340,726 $ 234,445 $ 620,262 Net income from discontinued operations attributable to stockholders — 2 — 529 Net income attributable to stockholders $ 48,321 $ 340,728 $ 234,445 $ 620,791 Numerator for diluted earnings per share: Net income from continuing operations attributable to stockholders (a) $ 48,321 $ 340,726 $ 234,445 $ 620,262 Adjustment of redeemable limited partners’ capital to redemption amount — (302,569) — (516,725) Net income from continuing operations attributable to non-controlling interest in Premier LP — 35,055 — 132,189 Net income from continuing operations 48,321 73,212 234,445 235,726 Tax effect on Premier, Inc. net income (b)(c) — (7,067) — (30,007) Adjusted net income from continuing operations $ 48,321 $ 66,145 $ 234,445 $ 205,719 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net income from discontinued operations attributable to stockholders $ — $ 2 $ — $ 529 Net income from discontinued operations attributable to non-controlling interest in Premier LP — 3 — 480 Adjusted net income from discontinued operations $ — $ 5 $ — $ 1,009 Adjusted net income $ 48,321 $ 66,150 $ 234,445 $ 206,728 Denominator for earnings per share: Basic weighted average shares outstanding (d) 122,254 69,451 114,596 65,582 Effect of dilutive securities: (e) Stock options 325 232 300 357 Restricted stock 373 216 336 239 Performance share awards 164 197 133 66 Class B shares outstanding — 52,374 — 57,786 Diluted weighted average shares and assumed conversions 123,116 122,470 115,365 124,030 Earnings per share attributable to stockholders: Basic earnings per share attributable to stockholders $ 0.40 $ 4.91 $ 2.05 $ 9.47 Diluted earnings per share attributable to stockholders $ 0.39 $ 0.54 $ 2.03 $ 1.66 (a) Net income from continuing operations attributable to stockholders was calculated as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net income from continuing operations $ 51,444 $ 73,212 $ 277,033 $ 235,726 Net income from continuing operations attributable to non-controlling interest (3,123) (35,055) (15,903) (132,189) Adjustment of redeemable limited partners’ capital to redemption amount — 302,569 (26,685) 516,725 Net income from continuing operations attributable to stockholders $ 48,321 $ 340,726 $ 234,445 $ 620,262 (b) For the three months ended March 31, 2021, the tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in PRAM and DePre Holdings, LLC (“DPH”) was calculated as a component of the income tax provision for the three months ended March 31, 2021. (c) For the nine months ended March 31, 2021, the tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in Premier, LP, PRAM and DPH was calculated as a component of the income tax provision for the nine months ended March 31, 2021. (d) For the three and nine months ended March 31, 2020, represents income tax expense related to Premier, Inc. retaining the portion of net income from continuing operations attributable to income from non-controlling interest in Premier, LP for the purpose of diluted earnings per share. (e) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the three and nine months ended March 31, 2021 and 2020. (f) For the three months ended March 31, 2021, the effect of 0.4 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the nine months ended March 31, 2021, the effect of 1.5 million stock options and restricted stock units and 7.5 million Class B common units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the three and nine months ended March 31, 2021, the effect of 0.7 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the three and nine months ended March 31, 2020, the effect of 0.8 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. Additionally, the effect of less than 0.1 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. |
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 exchange 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, 2020 69,684 50,143,414 71,724,149 41%/59% (a) The number of Class B common shares retired or outstanding is 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 equity incentive plan (see Note 13 - Stock-Based Compensation). |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense and Resulting Tax Benefits | Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Pre-tax stock-based compensation expense $ 13,056 $ 7,568 $ 27,601 $ 19,048 Deferred tax benefit (a) 2,521 1,915 4,641 4,819 Total stock-based compensation expense, net of tax $ 10,535 $ 5,653 $ 22,960 $ 14,229 (a) For the three and nine months ended March 31, 2021, the deferred tax benefit was reduced by $0.9 million and 2.5 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017. |
Schedule of Information Related to Restricted Stock | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2021: 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, 2020 681,538 $ 37.91 1,606,309 $ 37.58 2,544,137 $ 30.17 Granted 571,761 $ 31.94 695,233 $ 29.20 — $ — Vested/exercised (200,384) $ 34.40 (161,544) $ 32.77 (124,390) $ 30.96 Forfeited (57,813) $ 36.26 (401,425) $ 33.71 (33,184) $ 35.13 Outstanding at March 31, 2021 995,102 $ 35.28 1,738,573 $ 35.57 2,386,563 $ 30.05 Stock options outstanding and exercisable at March 31, 2021 2,386,563 $ 30.05 |
Schedule of Information Related to Performance Share Awards | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2021: 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, 2020 681,538 $ 37.91 1,606,309 $ 37.58 2,544,137 $ 30.17 Granted 571,761 $ 31.94 695,233 $ 29.20 — $ — Vested/exercised (200,384) $ 34.40 (161,544) $ 32.77 (124,390) $ 30.96 Forfeited (57,813) $ 36.26 (401,425) $ 33.71 (33,184) $ 35.13 Outstanding at March 31, 2021 995,102 $ 35.28 1,738,573 $ 35.57 2,386,563 $ 30.05 Stock options outstanding and exercisable at March 31, 2021 2,386,563 $ 30.05 |
Schedule of Information Related to Stock Options | The following table includes information related to restricted stock, performance share awards and stock options for the nine months ended March 31, 2021: 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, 2020 681,538 $ 37.91 1,606,309 $ 37.58 2,544,137 $ 30.17 Granted 571,761 $ 31.94 695,233 $ 29.20 — $ — Vested/exercised (200,384) $ 34.40 (161,544) $ 32.77 (124,390) $ 30.96 Forfeited (57,813) $ 36.26 (401,425) $ 33.71 (33,184) $ 35.13 Outstanding at March 31, 2021 995,102 $ 35.28 1,738,573 $ 35.57 2,386,563 $ 30.05 Stock options outstanding and exercisable at March 31, 2021 2,386,563 $ 30.05 |
Schedule of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense at March 31, 2021 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 19,926 2.0 years Performance share awards 27,191 1.8 years Total unrecognized stock-based compensation expense $ 47,117 1.9 years |
Schedule of Aggregate Intrinsic Value of Stock Options | The aggregate intrinsic value of stock options at March 31, 2021 was as follows (in thousands): Intrinsic Value of Stock Options Outstanding and exercisable $ 9,757 Expected to vest — Total outstanding $ 9,757 Exercised during the year ended March 31, 2021 527 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
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 were as follows (in thousands): March 31, 2021 June 30, 2020 2021 (a) $ 2,995 $ 12,171 2022 11,738 11,738 2023 12,012 12,012 2024 12,145 12,145 2025 12,177 12,177 Thereafter 10,171 10,171 Total future minimum lease payments 61,238 70,414 Less: imputed interest 5,820 7,567 Total operating lease liabilities (b) $ 55,418 $ 62,847 (a) As of March 31, 2021, future minimum lease payments are for the period from April 1, 2021 to June 30, 2021. (b) As of March 31, 2021, total operating lease liabilities included $9.8 million within other liabilities, current in the Condensed Consolidated Balance Sheets. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table presents disaggregated revenue by business segment and underlying source (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net revenue: Supply Chain Services Net administrative fees $ 146,553 $ 174,049 $ 424,537 $ 518,566 Other services and support 8,630 3,396 18,307 8,439 Services 155,183 177,445 442,844 527,005 Products 215,995 61,183 511,080 167,344 Total Supply Chain Services (a) 371,178 238,628 953,924 694,349 Performance Services (a) 98,745 96,195 285,713 262,490 Net revenue $ 469,923 $ 334,823 $ 1,239,637 $ 956,839 (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Depreciation and amortization expense (a) : Supply Chain Services $ 9,389 $ 6,896 $ 27,608 $ 16,592 Performance Services 18,196 30,950 55,763 91,862 Corporate 2,152 1,897 6,397 6,184 Total depreciation and amortization expense $ 29,737 $ 39,743 $ 89,768 $ 114,638 Capital expenditures: Supply Chain Services $ 2,486 $ 2,485 $ 8,061 $ 4,571 Performance Services 18,835 20,840 54,118 57,956 Corporate 726 1,233 4,732 6,799 Total capital expenditures $ 22,047 $ 24,558 $ 66,911 $ 69,326 March 31, 2021 June 30, 2020 Total assets: Supply Chain Services $ 1,698,254 $ 1,483,751 Performance Services 1,043,065 930,968 Corporate 940,706 538,248 Total assets 3,682,025 2,952,967 Eliminations (b) (60) (4,452) Total assets, net $ 3,681,965 $ 2,948,515 (a) Includes amortization of purchased intangible assets. |
Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA | A reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Income before income taxes $ 64,888 $ 77,377 $ 188,996 $ 314,062 Equity in net income of unconsolidated affiliates (a) (5,524) (4,442) (16,023) (11,038) Interest and investment loss, net 3,225 9,966 8,742 9,849 Loss (gain) on FFF put and call rights (b) 5,195 13,906 21,621 (8,477) Other (income) expense (1,594) 5,005 (10,167) 1,996 Operating income 66,190 101,812 193,169 306,392 Depreciation and amortization 19,337 25,777 55,904 75,690 Amortization of purchased intangible assets 10,400 13,966 33,864 38,948 Stock-based compensation (c) 13,180 7,668 27,970 19,358 Acquisition and disposition related expenses 4,126 7,287 14,889 16,263 Remeasurement of tax receivable agreement liabilities (d) — (902) — (24,584) Equity in net income of unconsolidated affiliates (a) 5,524 4,442 16,023 11,038 Deferred compensation plan income (expense) (e) 1,521 (5,476) 9,231 (2,484) Other expense, net 929 1,315 5,718 3,929 Non-GAAP Adjusted EBITDA $ 121,207 $ 155,889 $ 356,768 $ 444,550 Segment Non-GAAP Adjusted EBITDA: Supply Chain Services (f) $ 117,949 $ 149,212 $ 339,538 $ 447,081 Performance Services (f) 35,950 34,634 109,675 84,977 Corporate (32,692) (27,957) (92,445) (87,508) Non-GAAP Adjusted EBITDA $ 121,207 $ 155,889 $ 356,768 $ 444,550 (a) Refer to Note 5 - Investments for more information. (b) Refer to Note 6 - Fair Value Measurements for more information. (c) Includes non-cash employee stock-based compensation expense and stock purchase plan expense of $0.1 million during both of the three months ended March 31, 2021 and 2020. Also includes $0.4 million and $0.3 million during the nine months ended March 31, 2021 and 2020, respectively. (d) The adjustments to TRA liabilities for the three and nine months ended March 31, 2020 is primarily attributable to decreases in the Premier, Inc. effective tax rate related to state tax liabilities. (e) Represents realized and unrealized gains and losses and dividend income on deferred compensation plan assets. (f) Includes intersegment revenue which is eliminated in consolidation. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION - Organization (Narrative) (Details) | 9 Months Ended |
Mar. 31, 2021benchmarkCategorysegment | |
Segment Reporting Information [Line Items] | |
Number of business segments | segment | 2 |
Performance services segment | |
Segment Reporting Information [Line Items] | |
Number of main categories | benchmarkCategory | 3 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Acquisitions and Divestitures (Narrative) (Details) - Invoice Delivery Services, LP Assets $ in Millions | Mar. 01, 2021USD ($) |
Segment Reporting Information [Line Items] | |
Aggregate amount to be paid | $ 80.4 |
Credit facility borrowings used to pay for the acquisition | $ 80 |
ORGANIZATION AND BASIS OF PRE_5
ORGANIZATION AND BASIS OF PRESENTATION - Company Structure and Restructuring (Details) $ in Thousands | Jul. 31, 2020USD ($)director | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Aug. 11, 2020 | Jun. 30, 2020 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
General partner interest (as a percent) | 100.00% | 59.00% | ||||
Number of directors that resigned | 3 | |||||
Number of directors on board | 15 | |||||
Reclassification of redeemable limited partners' capital to permanent equity | $ | $ 1,800,000 | $ 1,754,607 | $ 1,754,607 | $ 0 | ||
Premier LP | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Limited partners ownership interest (as a percent) | 41.00% | 0.00% | ||||
Independent director | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of directors on board | 8 | |||||
Member-director | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of directors on board | 6 | |||||
BridgeCo, LLC (BridgeCo) | Class A Common Stock | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Unit of partnership, conversion ratio | 1 |
ORGANIZATION AND BASIS OF PRE_6
ORGANIZATION AND BASIS OF PRESENTATION - Basis of Presentation (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Noncontrolling Interest [Line Items] | |||
General partner interest (as a percent) | 100.00% | 59.00% | |
Premier LP | |||
Noncontrolling Interest [Line Items] | |||
Limited partners ownership interest (as a percent) | 41.00% | 0.00% |
ORGANIZATION AND BASIS OF PRE_7
ORGANIZATION AND BASIS OF PRESENTATION - Supplementary Cash Flow Information (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Increase (decrease) in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease (increase) in stockholders' equity | $ 26,685 | $ (516,725) | ||
Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners | (2,437) | (443,931) | ||
Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments | 331 | 63,958 | ||
Net increase in deferred tax assets related to final exchange by member owners | 284,852 | 0 | ||
Reclassification of redeemable limited partners' capital to additional paid in capital | $ 1,800,000 | $ 1,754,607 | 1,754,607 | 0 |
Decrease in additional paid-in capital related to notes payable to members, net of discounts | 438,967 | 438,967 | 0 | |
Net increase in additional paid-in capital related to departures and quarterly exchanges by member owners and other adjustments | 37,319 | 71,568 | ||
Increase in additional paid-in capital related to final exchange by member owners | $ 517,526 | 517,526 | 0 | |
Accrued dividend equivalents | $ 513 | $ 0 |
ORGANIZATION AND BASIS OF PRE_8
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Assets and Liabilities of Premier LP (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Assets | ||
Current | $ 889,192 | $ 618,362 |
Total assets | 3,681,965 | 2,948,515 |
Liabilities | ||
Current | 852,845 | 496,074 |
Total liabilities | $ 1,467,398 | 1,088,943 |
Premier LP | ||
Assets | ||
Current | 610,990 | |
Noncurrent | 1,900,137 | |
Total assets | 2,511,127 | |
Liabilities | ||
Current | 580,430 | |
Noncurrent | 296,801 | |
Total liabilities | $ 877,231 |
ORGANIZATION AND BASIS OF PRE_9
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Net Income Attributable to Premier LP (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Variable Interest Entity [Line Items] | ||||||||
Premier LP net income | $ 51,444 | $ 44,904 | $ 180,685 | $ 73,217 | $ 92,189 | $ 71,329 | $ 277,033 | $ 236,735 |
Premier LP | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Premier LP net income | $ 84,185 | $ 290,430 |
ORGANIZATION AND BASIS OF PR_10
ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Premier LP's Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net cash provided by (used in): | ||
Operating activities | $ 192,365 | $ 257,420 |
Investing activities | (149,291) | (171,954) |
Financing activities | (9,794) | 15,213 |
Net increase in cash and cash equivalents | $ 33,280 | 100,679 |
Premier LP | ||
Net cash provided by (used in): | ||
Operating activities | 252,566 | |
Investing activities | (171,954) | |
Financing activities | 24,790 | |
Net increase in cash and cash equivalents | 105,402 | |
Cash and cash equivalents at beginning of year | 131,210 | |
Cash and cash equivalents at end of period | $ 236,612 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Negative adjustment to retained earnings | $ (2,214,567) | $ (2,172,416) | $ (2,134,581) | $ (139,263) | $ (141,462) | $ 432,880 | $ 114,856 | $ 862,250 |
Retained Earnings / (Accumulated Deficit) | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Negative adjustment to retained earnings | $ (166,508) | $ (141,590) | $ (121,313) | 0 | $ 0 | $ 409,831 | $ 39,894 | 775,674 |
Impact of change in accounting principle | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Negative adjustment to retained earnings | 1,228 | 899 | ||||||
Impact of change in accounting principle | Retained Earnings / (Accumulated Deficit) | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Negative adjustment to retained earnings | $ 1,228 | $ 899 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) $ in Thousands | Mar. 01, 2021USD ($) | May 04, 2020USD ($) | Feb. 28, 2020USD ($)installment | Oct. 28, 2019USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Feb. 27, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 999,777 | $ 941,965 | ||||||
Invoice Delivery Services, LP Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate amount to be paid | $ 80,400 | |||||||
Credit facility borrowings used to pay for the acquisition | 80,000 | |||||||
Fair value of intangible assets acquired | 22,400 | |||||||
Goodwill | $ 57,500 | |||||||
Health Design Plus, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired (percent) | 97.00% | |||||||
Adjusted purchase price | $ 23,800 | |||||||
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate amount to be paid | $ 291,500 | |||||||
Payment made at closing | 166,100 | $ 4,700 | ||||||
Total of additional amount payable in annual installments | $ 120,000 | |||||||
Number of equal annual installments | installment | 4 | |||||||
Annual installment amount | $ 30,000 | |||||||
Earn-out liabilities | 30,000 | 24,000 | $ 24,000 | |||||
Fair value of consideration paid | $ 202,600 | |||||||
MedPricer | ||||||||
Business Acquisition [Line Items] | ||||||||
Adjusted purchase price | $ 38,500 | |||||||
Earn-out liabilities | $ 4,800 | |||||||
Earn-out opportunity (up to) | $ 5,000 | |||||||
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | ||||||||
Business Acquisition [Line Items] | ||||||||
One-time rebates | $ 93,800 |
DISCONTINUED OPERATIONS AND E_3
DISCONTINUED OPERATIONS AND EXIT ACTIVITIES - Schedule of Major Components of Net Income (Loss) From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ 0 | $ 5 | $ 0 | $ 1,009 |
Net income from discontinued operations attributable to non-controlling interest | 0 | (3) | 0 | (480) |
Net income from discontinued operations attributable to stockholders | $ 0 | 2 | $ 0 | 529 |
Specialty Pharmacy Business | Discontinued Operation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Operating gain from discontinued operations | 0 | 0 | ||
Net gain on disposal of assets | 24 | 1,399 | ||
Income from discontinued operations before income taxes | 24 | 1,399 | ||
Income tax expense | 19 | 390 | ||
Income from discontinued operations, net of tax | 5 | 1,009 | ||
Net income from discontinued operations attributable to non-controlling interest | (3) | (480) | ||
Net income from discontinued operations attributable to stockholders | $ 2 | $ 529 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | $ 153,747 | $ 153,747 | $ 133,335 | ||
Equity in Net Income | 5,524 | $ 4,442 | 16,023 | $ 11,038 | |
FFF | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 117,591 | 117,591 | 109,204 | ||
Equity in Net Income | 806 | 4,340 | 8,387 | 10,830 | |
Prestige | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 18,276 | 18,276 | 11,194 | ||
Equity in Net Income | 4,436 | 0 | 7,082 | 0 | |
Other investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Value | 17,880 | 17,880 | $ 12,937 | ||
Equity in Net Income | $ 282 | $ 102 | $ 554 | $ 208 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) | Mar. 31, 2021healthSystem |
Schedule of Equity Method Investments [Line Items] | |
Number of health systems with ownership interest | 16 |
FFF | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest through subsidiary (as a percent) | 49.00% |
PRAM Holdings, LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest through subsidiary (as a percent) | 26.00% |
PSCI | FFF | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest through subsidiary (as a percent) | 49.00% |
PRAM Holdings, LLC | Prestige | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest through subsidiary (as a percent) | 20.00% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Assets | ||
Cash equivalents | $ 75 | $ 13,272 |
Deferred compensation plan assets | 61,107 | 52,538 |
Total assets | 61,182 | 65,810 |
Liabilities | ||
Earn-out liabilities | 23,954 | 33,151 |
FFF put right | 58,379 | 36,758 |
Total liabilities | 82,333 | 69,909 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash equivalents | 75 | 13,272 |
Deferred compensation plan assets | 61,107 | 52,538 |
Total assets | 61,182 | 65,810 |
Liabilities | ||
Earn-out liabilities | 0 | 0 |
FFF put right | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Earn-out liabilities | 0 | 0 |
FFF put right | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Earn-out liabilities | 23,954 | 33,151 |
FFF put right | 58,379 | 36,758 |
Total liabilities | $ 82,333 | $ 69,909 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 9 Months Ended | |||
Mar. 31, 2021 | Aug. 11, 2020 | Jun. 30, 2020 | Feb. 28, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assumed market interest rate (percent) | 1.60% | 1.60% | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Imputed interest (percent) | 1.80% | |||
Notes payable, difference between fair value and carrying value | $ 200,000 | $ 200,000 | ||
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
FFF call right | 0 | 0 | ||
Earn-out liabilities | 23,954,000 | 33,151,000 | ||
Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Current portion of deferred compensation plan assets | 5,200,000 | 3,400,000 | ||
Earn-out liabilities | 0 | 0 | ||
Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earn-out liabilities | $ 0 | 0 | ||
FFF call right | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Call right, exercisable term, key event | 180 days | |||
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earn-out liabilities | $ 24,000,000 | $ 24,000,000 | $ 30,000,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Input Assumptions (Details) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Feb. 28, 2020USD ($) |
Valuation Technique, Equity Value per Share Calculation | Annual EBITDA growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FFF Put Rights input assumptions | 6 years | 6 years | |
Valuation Technique, Equity Value per Share Calculation | Annual revenue growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FFF Put Rights input assumptions | 6 years | 6 years | |
Valuation Technique, Equity Value per Share Calculation | Correlation | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.800 | 0.800 | |
Valuation Technique, Equity Value per Share Calculation | Weighted average cost of capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.140 | 0.145 | |
Valuation Technique, Equity Value per Share Calculation | Asset volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.300 | 0.280 | |
Valuation Technique, Equity Value per Share Calculation | Credit spread | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.009 | 0.017 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out liabilities | $ 24,000,000 | $ 24,000,000 | $ 30,000,000 |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Valuation Technique, Estimated Future Earnings | Credit spread | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out input assumptions (percent) | 0.010 | 0.010 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Valuation Technique, Estimated Future Earnings | Probability of transferred member renewal percentage less than 50% | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out input assumptions (percent) | 0.050 | 0.050 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Valuation Technique, Estimated Future Earnings | Probability of transferred member renewal percentage between 50% and 65% | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out input assumptions (percent) | 0.100 | 0.100 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Valuation Technique, Estimated Future Earnings | Probability of transferred member renewal percentage between 65% and 80% | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out input assumptions (percent) | 0.250 | 0.250 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Valuation Technique, Estimated Future Earnings | Probability of transferred member renewal percentage > 80% | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out input assumptions (percent) | 0.600 | 0.600 | |
Minimum | Valuation Technique, Equity Value per Share Calculation | Annual EBITDA growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.025 | 0.025 | |
Minimum | Valuation Technique, Equity Value per Share Calculation | Annual revenue growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.025 | 0.014 | |
Minimum | Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out liabilities | $ 0 | $ 0 | |
Maximum | Valuation Technique, Equity Value per Share Calculation | Annual EBITDA growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.108 | 0.265 | |
Maximum | Valuation Technique, Equity Value per Share Calculation | Annual revenue growth rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumptions for FFF Put Rights (percent) | 0.063 | 0.144 | |
Maximum | Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn-out liabilities | $ 30,000,000 | $ 30,000,000 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | $ 204 | |||
Purchases (Settlements) | 0 | |||
Gain (Loss) | (204) | |||
Ending Balance | $ 0 | 0 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | $ 75,884 | 32,485 | $ 69,909 | 48,468 |
Purchases (Settlements) | 0 | 22,700 | (13,733) | 26,481 |
Gain (Loss) | (6,449) | (12,673) | (26,157) | 7,091 |
Ending Balance | 82,333 | 67,858 | 82,333 | 67,858 |
Earn-out liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | 22,700 | 13,420 | 33,151 | 6,816 |
Purchases (Settlements) | 0 | 22,700 | (13,733) | 26,481 |
Gain (Loss) | (1,254) | 1,233 | (4,536) | (1,590) |
Ending Balance | 23,954 | 34,887 | 23,954 | 34,887 |
FFF put right | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | 53,184 | 19,065 | 36,758 | 41,652 |
Purchases (Settlements) | 0 | 0 | 0 | 0 |
Gain (Loss) | (5,195) | (13,906) | (21,621) | 8,681 |
Ending Balance | $ 58,379 | 32,971 | $ 58,379 | 32,971 |
FFF call right | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Beginning Balance | 204 | |||
Purchases (Settlements) | 0 | |||
Gain (Loss) | (204) | |||
Ending Balance | $ 0 | $ 0 |
CONTRACT BALANCES - Contract As
CONTRACT BALANCES - Contract Assets, Deferred Revenue and Capitalized Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue recognized | $ (0.1) | $ 16.5 | $ (1.4) | |
Revenue recognized from performance obligations satisfied in previous periods | $ 8.5 | (3.9) | ||
License and Service | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue recognized associated with revised forecasts underlying contracts with variable consideration components | (2.9) | (3.8) | (3) | (6.9) |
Net administrative fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue recognized associated with a change in net administration fee revenue | $ 11.4 | $ 3.7 | $ (0.9) | $ 5.5 |
CONTRACT BALANCES - Remaining P
CONTRACT BALANCES - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Transaction price allocated to remaining performance obligation | $ 589.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be satisfied (percent) | 45.00% |
Remaining performance obligation satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be satisfied (percent) | 26.00% |
Remaining performance obligation satisfaction period | 12 months |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 941,965 |
Acquisition of businesses and assets | 57,514 |
Adjustments to acquisition purchase price | 298 |
Goodwill ending balance | 999,777 |
Supply Chain Services | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 387,722 |
Acquisition of businesses and assets | 0 |
Adjustments to acquisition purchase price | 780 |
Goodwill ending balance | 388,502 |
Performance Services | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 554,243 |
Acquisition of businesses and assets | 57,514 |
Adjustments to acquisition purchase price | (482) |
Goodwill ending balance | $ 611,275 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets | $ 686,554 | $ 686,554 | $ 662,582 | ||
Accumulated amortization | (279,023) | (279,023) | (245,160) | ||
Total intangible assets, net | 407,531 | 407,531 | 417,422 | ||
Intangible asset amortization | 10,400 | $ 13,966 | $ 33,864 | $ 38,948 | |
Member relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 14 years 8 months 12 days | ||||
Total intangible assets | 386,100 | $ 386,100 | 386,100 | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 6 years 1 month 6 days | ||||
Total intangible assets | 186,017 | $ 186,017 | 164,117 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 9 years 7 months 6 days | ||||
Total intangible assets | 70,830 | $ 70,830 | 70,830 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 7 years 4 months 24 days | ||||
Total intangible assets | 24,610 | $ 24,610 | 24,160 | ||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 5 years 3 months 18 days | ||||
Total intangible assets | 11,315 | $ 11,315 | 11,315 | ||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 10 years 2 months 12 days | ||||
Total intangible assets | $ 7,682 | $ 7,682 | $ 6,060 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Other | |
Indefinite-lived Intangible Assets [Line Items] | |
Indefinite-lived intangible asset | $ 1 |
DEBT AND NOTES PAYABLE - Schedu
DEBT AND NOTES PAYABLE - Schedule of Long-Term Debt and Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 627,936 | $ 84,200 |
Less: current portion | (299,447) | (79,560) |
Total long-term debt and notes payable | 328,489 | 4,640 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 200,000 | 75,000 |
Notes payable to members | Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 418,639 | 0 |
Other notes payable | Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 9,297 | $ 9,200 |
DEBT AND NOTES PAYABLE - Credit
DEBT AND NOTES PAYABLE - Credit Facility (Narrative) (Details) | Nov. 09, 2018USD ($)extension | Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||
Proceeds from credit facility | $ 225,000,000 | $ 375,000,000 | |||
Payments on credit facility | 100,000,000 | $ 150,000,000 | |||
Outstanding borrowings | $ 627,936,000 | $ 84,200,000 | |||
Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Number of available extensions | extension | 2 | ||||
Duration of each available extension | 1 year | ||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||
Additional borrowing capacity | 350,000,000 | ||||
Interest rate (percent) | 1.115% | ||||
Indebtedness or guarantee threshold | $ 75,000,000 | ||||
Proceeds from credit facility | $ 225,000,000 | ||||
Payments on credit facility | 100,000,000 | ||||
Outstanding borrowings | 200,000,000 | ||||
Available borrowing capacity | $ 799,900,000 | ||||
Credit Facility | Subsequent event | |||||
Line of Credit Facility [Line Items] | |||||
Payments on credit facility | $ 75,000,000 | ||||
Credit Facility | LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Credit Facility | LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Credit Facility | Prime rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Credit Facility | Prime rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Letters of credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Swing-line loans | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 |
DEBT AND NOTES PAYABLE - Notes
DEBT AND NOTES PAYABLE - Notes Payable (Narrative) (Details) $ in Millions | Sep. 15, 2020USD ($) | Aug. 10, 2020USD ($)loanInstallmentday | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Aug. 11, 2020 | Jun. 30, 2020USD ($) |
Notes payable | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable, stated maturity period | 3 years | |||||
Notes payable | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable, stated maturity period | 5 years | |||||
Tax Receivable Agreement | BridgeCo, LLC (BridgeCo) | ||||||
Debt Instrument [Line Items] | ||||||
Number of applicable trading days | day | 20 | |||||
Early termination fee payable | $ 472.6 | |||||
Early termination payments | $ 10.5 | |||||
Payment of quarterly installment of the deferred early termination payment | $ 25.7 | |||||
Notes payable to members | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Number of quarterly installments | loanInstallment | 18 | |||||
Notes payable | 418.6 | $ 418.6 | ||||
Imputed interest | (17.8) | (17.8) | ||||
Other notes payable | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 9.3 | 9.3 | $ 9.2 | |||
Current portion of tax receivable agreements | 4 | 4 | $ 4.6 | |||
Current portion of Notes payable | Notes payable to members | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 95.5 | $ 95.5 | ||||
Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Imputed interest (percent) | 1.80% |
DEBT AND NOTES PAYABLE - Sche_2
DEBT AND NOTES PAYABLE - Schedule of Future Minimum Principal Payments (Details) - Notes payable - Notes Payable to Members and Other Notes Payable $ in Thousands | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 29,218 |
2022 | 105,211 |
2023 | 103,629 |
2024 | 104,231 |
2025 | 103,419 |
Total principal payments | $ 445,708 |
REDEEMABLE LIMITED PARTNERS' _3
REDEEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) $ in Thousands | Jul. 31, 2020USD ($)directorshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2019USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Temporary Equity [Line Items] | |||||||||
Number of directors that resigned | director | 3 | ||||||||
Number of directors on board | director | 15 | ||||||||
Reclassification of redeemable limited partners' capital to permanent equity | $ | $ 1,800,000 | $ 1,754,607 | $ 1,754,607 | $ 0 | |||||
Adjustment of redeemable limited partners' capital to redemption amount | $ | $ 0 | $ 302,569 | $ (26,685) | $ 516,725 | |||||
Exchange of Class B common units for Class A common stock by member owners | $ | $ 2,437 | $ 169,194 | $ 223,946 | $ 50,792 | |||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 69,684 | ||||||||
Class B Common Stock | Common Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 69,684 | (70,000) | (4,866,000) | (6,873,000) | (1,311,000) | ||||
Independent director | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of directors on board | director | 8 | ||||||||
Member-director | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of directors on board | director | 6 | ||||||||
Limited Partner | |||||||||
Temporary Equity [Line Items] | |||||||||
Cumulative right to exchange initial allocation of common units | 0.14285714 | 0.14285714 | |||||||
Exchange of Class B common units for Class A common stock by member owners | $ | $ 2,437 | $ 169,194 | $ 223,946 | $ 50,792 | $ 2,400 |
REDEEMABLE LIMITED PARTNERS' _4
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Mar. 31, 2021 | |
Increase (Decrease) in Temporary Equity | ||||||||
Redeemable limited partners' capital, beginning balance | $ 1,720,309,000 | $ 1,720,309,000 | ||||||
Exchange of Class B common units for Class A common stock by member owners | (2,437,000) | $ (169,194,000) | $ (223,946,000) | $ (50,792,000) | ||||
Redeemable limited partners' capital, ending balance | $ 0 | 0 | ||||||
Limited Partner | ||||||||
Increase (Decrease) in Temporary Equity | ||||||||
Redeemable limited partners' capital, beginning balance | 0 | 1,720,309,000 | 2,104,367,000 | 1,805,075,000 | 2,523,270,000 | 1,720,309,000 | ||
Distributions applied to receivables from limited partners | $ 141,000 | 71,000 | 70,000 | 69,000 | ||||
Redemption of limited partners | (1,371,000) | |||||||
Net income attributable to non-controlling interest in Premier LP | 11,845,000 | 35,058,000 | 55,704,000 | 41,907,000 | ||||
Distributions to limited partners | (1,936,000) | (9,314,000) | (12,689,000) | (13,699,000) | ||||
Exchange of Class B common units for Class A common stock by member owners | (2,437,000) | (169,194,000) | (223,946,000) | (50,792,000) | (2,400,000) | |||
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 26,685,000 | (302,569,000) | 480,153,000 | (694,309,000) | |||
Reclassification to permanent equity | (1,754,607,000) | |||||||
Redeemable limited partners' capital, ending balance | 0 | 1,658,419,000 | 2,104,367,000 | 1,805,075,000 | $ 0 | |||
Limited Partner | Receivables From Limited Partners | ||||||||
Increase (Decrease) in Temporary Equity | ||||||||
Redeemable limited partners' capital, beginning balance | 0 | (995,000) | (1,065,000) | (1,135,000) | (1,204,000) | (995,000) | ||
Distributions applied to receivables from limited partners | 141,000 | 71,000 | 70,000 | 69,000 | ||||
Reclassification to permanent equity | 854,000 | |||||||
Redeemable limited partners' capital, ending balance | 0 | (994,000) | (1,065,000) | (1,135,000) | 0 | |||
Limited Partner | Redeemable Limited Partners' Capital | ||||||||
Increase (Decrease) in Temporary Equity | ||||||||
Redeemable limited partners' capital, beginning balance | 0 | $ 1,721,304,000 | 2,105,432,000 | 1,806,210,000 | 2,524,474,000 | 1,721,304,000 | ||
Redemption of limited partners | (1,371,000) | |||||||
Net income attributable to non-controlling interest in Premier LP | 11,845,000 | 35,058,000 | 55,704,000 | 41,907,000 | ||||
Distributions to limited partners | (1,936,000) | (9,314,000) | (12,689,000) | (13,699,000) | ||||
Exchange of Class B common units for Class A common stock by member owners | (2,437,000) | (169,194,000) | (223,946,000) | (50,792,000) | 0 | |||
Adjustment of redeemable limited partners' capital to redemption amount | 26,685,000 | (302,569,000) | 480,153,000 | (694,309,000) | ||||
Reclassification to permanent equity | (1,755,461,000) | |||||||
Redeemable limited partners' capital, ending balance | $ 0 | $ 0 | $ 1,659,413,000 | $ 2,105,432,000 | $ 1,806,210,000 | $ 0 | $ 0 |
REDEEMABLE LIMITED PARTNERS' _5
REDEEMABLE LIMITED PARTNERS' CAPITAL - Schedule of Common Stock Units Quarterly Exchanges (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Limited Partners' Capital Account [Line Items] | |||||
Class B common units and associated Class B common shares exchanged (in shares) | 69,684 | ||||
Reduction in Redeemable Limited Partners’ Capital | $ 2,437 | ||||
Common Stock | Class B Common Stock | |||||
Limited Partners' Capital Account [Line Items] | |||||
Class B common units and associated Class B common shares exchanged (in shares) | 69,684 | (70,000) | (4,866,000) | (6,873,000) | (1,311,000) |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | Apr. 23, 2021$ / shares | Mar. 15, 2021$ / shares | Dec. 15, 2020$ / shares | Sep. 15, 2020$ / shares | Aug. 11, 2020shares | Jul. 31, 2020USD ($) | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jun. 30, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | $ | $ 1,800,000 | $ 1,754,607 | $ 1,754,607 | $ 0 | ||||||||
Per share amount of dividends (in usd per share) | $ 0.19 | $ 0.19 | ||||||||||
Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | shares | 122,268,758 | 122,268,758 | 71,627,462 | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Voting rights, ratio of votes to shares held | 1 | |||||||||||
Per share amount of dividends (in usd per share) | $ 0.19 | $ 0.19 | $ 0.19 | |||||||||
Common stock, shares issued (in shares) | shares | 122,268,758 | 122,268,758 | 71,627,462 | |||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 50,143,414 | |||||||||||
Subsequent event | Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends declared (in usd per share) | $ 0.19 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of the Numerator and Denominator Used for Basic and Diluted Earnings (Loss) Per Share (Details) $ / shares in Units, $ in Thousands | Aug. 11, 2020shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares |
Numerator for basic earnings per share: | |||||
Net income from continuing operations attributable to stockholders | $ 48,321 | $ 340,726 | $ 234,445 | $ 620,262 | |
Net income from discontinued operations attributable to stockholders | 0 | 2 | 0 | 529 | |
Net income attributable to stockholders | 48,321 | 340,728 | 234,445 | 620,791 | |
Numerator for diluted earnings per share: | |||||
Net income from continuing operations attributable to stockholders | 48,321 | 340,726 | 234,445 | 620,262 | |
Adjustment of redeemable limited partners’ capital to redemption amount | 0 | (302,569) | 0 | (516,725) | |
Net income from continuing operations attributable to non-controlling interest in Premier LP | 0 | 35,055 | 0 | 132,189 | |
Net income from continuing operations | 48,321 | 73,212 | 234,445 | 235,726 | |
Tax effect on Premier, Inc. net income | 0 | (7,067) | 0 | (30,007) | |
Adjusted net income from continuing operations | 48,321 | 66,145 | 234,445 | 205,719 | |
Net income from discontinued operations attributable to stockholders | 0 | 2 | 0 | 529 | |
Net income from discontinued operations attributable to non-controlling interest in Premier LP | 0 | 3 | 0 | 480 | |
Adjusted net income from discontinued operations | 0 | 5 | 0 | 1,009 | |
Adjusted net income | $ 48,321 | $ 66,150 | $ 234,445 | $ 206,728 | |
Denominator for basic earnings (loss) per share: | |||||
Basic weighted average shares (in shares) | shares | 122,254,000 | 69,451,000 | 114,596,000 | 65,582,000 | |
Effect of dilutive securities: | |||||
Diluted weighted average shares and assumed conversions (in shares) | shares | 123,116,000 | 122,470,000 | 115,365,000 | 124,030,000 | |
Earnings per share attributable to stockholders: | |||||
Basic (loss) earnings per share attributable to stockholders (in usd per share) | $ / shares | $ 0.40 | $ 4.91 | $ 2.05 | $ 9.47 | |
Diluted earnings (loss) per share: | |||||
Diluted (loss) earnings per share attributable to stockholders (in usd per share) | $ / shares | $ 0.39 | $ 0.54 | $ 2.03 | $ 1.66 | |
Class A Common Stock | |||||
Diluted earnings (loss) per share: | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 50,143,414 | ||||
Class B Common Stock | |||||
Effect of dilutive securities: | |||||
Effect of dilutive securities (in shares) | shares | 0 | 52,374,000 | 0 | 57,786,000 | |
Diluted earnings (loss) per share: | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 7,500,000 | ||||
Stock options | |||||
Effect of dilutive securities: | |||||
Effect of dilutive securities (in shares) | shares | 325,000 | 232,000 | 300,000 | 357,000 | |
Diluted earnings (loss) per share: | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 800,000 | 800,000 | |||
Restricted Stock | |||||
Effect of dilutive securities: | |||||
Effect of dilutive securities (in shares) | shares | 373,000 | 216,000 | 336,000 | 239,000 | |
Performance share awards | |||||
Effect of dilutive securities: | |||||
Effect of dilutive securities (in shares) | shares | 164,000 | 197,000 | 133,000 | 66,000 | |
Diluted earnings (loss) per share: | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 700,000 | 100,000 | 700,000 | 100,000 | |
Stock options and restricted stock units | |||||
Diluted earnings (loss) per share: | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 400,000 | 1,500,000 | |||
BridgeCo, LLC (BridgeCo) | Class A Common Stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Unit of partnership, conversion ratio | 1 |
EARNINGS PER SHARE - Calculatio
EARNINGS PER SHARE - Calculation of Net Income From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income from continuing operations | $ 51,444 | $ 73,212 | $ 277,033 | $ 235,726 |
Net income from continuing operations attributable to non-controlling interest | (3,123) | (35,055) | (15,903) | (132,189) |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 302,569 | (26,685) | 516,725 |
Net income (loss) from continuing operations attributable to stockholders | $ 48,321 | $ 340,726 | $ 234,445 | $ 620,262 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Exchange Agreement (Details) | Jul. 31, 2020shares |
Conversion of Stock [Line Items] | |
Class B common units and associated Class B common shares exchanged (in shares) | 69,684 |
Class B Common Shares | |
Conversion of Stock [Line Items] | |
Shares outstanding after exchange (in shares) | 50,143,414 |
Percentage of combined voting power (percent) | 41.00% |
Class A Common Shares | |
Conversion of Stock [Line Items] | |
Shares outstanding after exchange (in shares) | 71,724,149 |
Percentage of combined voting power (percent) | 59.00% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected effective income tax rate (percent) | 26.00% | 25.00% | |
Stock-based compensation expense not deductible for tax purposes | $ 0.9 | $ 2.5 | |
2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards authorized for grant (up to) (in shares) | 14.8 | 14.8 | |
Number of shares available for grant (shares) | 5.3 | 5.3 | |
Performance share awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Stock options | 2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Award term | 10 years | ||
Options, expiration period | 12 months | ||
Year 1 | Stock options | 2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting (percent) | 33.33% | ||
Year 2 | Stock options | 2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting (percent) | 33.33% | ||
Year 3 | Stock options | 2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting (percent) | 33.33% | ||
Employee | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Director | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense and Resulting Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Pre-tax stock-based compensation expense | $ 13,056 | $ 7,568 | $ 27,601 | $ 19,048 |
Deferred tax benefit | 2,521 | 1,915 | 4,641 | 4,819 |
Total stock-based compensation expense, net of tax | $ 10,535 | $ 5,653 | $ 22,960 | $ 14,229 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Information Related to Restricted Stock, Performance Share Awards and Stock Options (Details) - 2013 Equity Incentive Plan | 9 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock | |
Number of Awards | |
Outstanding, beginning balance (in shares) | shares | 681,538 |
Granted (in shares) | shares | 571,761 |
Vested/exercised (in shares) | shares | (200,384) |
Forfeited (in shares) | shares | (57,813) |
Outstanding, ending balance (in shares) | shares | 995,102 |
Weighted Average Fair Value at Grant Date | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 37.91 |
Granted (in dollars per share) | $ / shares | 31.94 |
Vested/exercised (in dollars per share) | $ / shares | 34.40 |
Forfeited (in dollars per share) | $ / shares | 36.26 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 35.28 |
Performance Share Awards | |
Number of Awards | |
Outstanding, beginning balance (in shares) | shares | 1,606,309 |
Granted (in shares) | shares | 695,233 |
Vested/exercised (in shares) | shares | (161,544) |
Forfeited (in shares) | shares | (401,425) |
Outstanding, ending balance (in shares) | shares | 1,738,573 |
Weighted Average Fair Value at Grant Date | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 37.58 |
Granted (in dollars per share) | $ / shares | 29.20 |
Vested/exercised (in dollars per share) | $ / shares | 32.77 |
Forfeited (in dollars per share) | $ / shares | 33.71 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 35.57 |
Stock options | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 2,544,137 |
Granted (in shares) | shares | 0 |
Vested/exercised (in shares) | shares | (124,390) |
Forfeited (in shares) | shares | (33,184) |
Outstanding, ending balance (in shares) | shares | 2,386,563 |
Stock options outstanding and exercisable (in shares) | shares | 2,386,563 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 30.17 |
Granted (in dollars per share) | $ / shares | 0 |
Vested/exercised (in dollars per share) | $ / shares | 30.96 |
Forfeited (in dollars per share) | $ / shares | 35.13 |
Outstanding, ending balance (in dollars per share) | $ / shares | 30.05 |
Stock options outstanding and exercisable (in dollars per share) | $ / shares | $ 30.05 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Unrecognized Stock-Based Compensation Expense (Details) - 2013 Equity Incentive Plan $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 47,117 |
Weighted Average Amortization Period | 1 year 10 months 24 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 19,926 |
Weighted Average Amortization Period | 2 years |
Performance share awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 27,191 |
Weighted Average Amortization Period | 1 year 9 months 18 days |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Aggregate Intrinsic Value of Stock Options (Details) - 2013 Equity Incentive Plan $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and exercisable | $ 9,757 |
Expected to vest | 0 |
Total outstanding | 9,757 |
Exercised during the year ended March 31, 2021 | $ 527 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | Sep. 15, 2020USD ($) | Aug. 11, 2020USD ($) | Aug. 10, 2020USD ($)day | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
One-time deferred tax benefit | $ 131,400 | |||||||
Income tax expense (benefit) | $ 13,444 | $ 4,165 | $ (88,037) | $ 78,336 | ||||
Effective tax rate (percent) | 21.00% | 5.00% | (47.00%) | 25.00% | ||||
Effective ta rate after excluding effect of one-time deferred tax benefit (percent) | 23.00% | |||||||
Increase in net deferred tax assets | $ 408,900 | |||||||
Current deferred tax assets at Premier, Inc. | $ 821,400 | 821,400 | $ 412,500 | |||||
Increase in deferred tax asset related to final exchange of outstanding Class B units | $ 285,000 | |||||||
TRA liabilities | $ 293,700 | |||||||
Tax Receivable Agreement | BridgeCo, LLC (BridgeCo) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of applicable trading days | day | 20 | |||||||
Early termination payments | $ 10,500 | |||||||
Early termination fees payable within three business days | $ 472,600 | |||||||
Early termination fee payable after three business days | $ 462,100 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Equity in net income of unconsolidated affiliates | $ 5,524 | $ 4,442 | $ 16,023 | $ 11,038 |
Administrative Fee Revenue | ||||
Related Party Transaction [Line Items] | ||||
Net administrative fee revenue | $ 1,100 | 1,200 | $ 4,600 | 5,800 |
FFF | ||||
Related Party Transaction [Line Items] | ||||
Ownership share of net income of FFF (as a percent) | 49.00% | 49.00% | ||
Equity in net income of unconsolidated affiliates | $ 806 | 4,340 | $ 8,387 | 10,830 |
FFF | Investee | ||||
Related Party Transaction [Line Items] | ||||
Equity in net income of unconsolidated affiliates | $ 800 | $ 4,300 | $ 8,400 | $ 10,800 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating lease expense | $ 2,600 | $ 2,700 | $ 8,200 | $ 8,200 | |
Weighted average remaining lease term | 5 years | 5 years | |||
Weighted average discount rate (percent) | 4.00% | 4.00% | |||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||||
2021 | $ 2,995 | $ 2,995 | |||
Year 1 | 11,738 | 11,738 | $ 12,171 | ||
Year 2 | 12,012 | 12,012 | 11,738 | ||
Year 3 | 12,145 | 12,145 | 12,012 | ||
Year 4 | 12,177 | 12,177 | 12,145 | ||
Year 5 | 12,177 | ||||
Thereafter | 10,171 | 10,171 | |||
Thereafter | 10,171 | ||||
Total future minimum lease payments | 61,238 | 61,238 | 70,414 | ||
Less: imputed interest | 5,820 | 5,820 | 7,567 | ||
Total operating lease liabilities | 55,418 | 55,418 | $ 62,847 | ||
Operating lease liability included in other liabilities, current | $ 9,800 | $ 9,800 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 9 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Threshold to classify expenses as non-recurring (period) | 2 years |
Threshold to classify expenses as non-recurring, not expected to occur within (period) | 2 years |
SEGMENTS - Schedule of Segment
SEGMENTS - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 469,923 | $ 334,823 | $ 1,239,637 | $ 956,839 | |
Depreciation and amortization expense | 29,737 | 39,743 | 89,768 | 114,638 | |
Total capital expenditures | 22,047 | 24,558 | 66,911 | 69,326 | |
Total assets | 3,681,965 | 3,681,965 | $ 2,948,515 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization expense | 2,152 | 1,897 | 6,397 | 6,184 | |
Total capital expenditures | 726 | 1,233 | 4,732 | 6,799 | |
Total assets | 940,706 | 940,706 | 538,248 | ||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | (60) | (60) | (4,452) | ||
Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 371,178 | 238,628 | 953,924 | 694,349 | |
Supply Chain Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization expense | 9,389 | 6,896 | 27,608 | 16,592 | |
Total capital expenditures | 2,486 | 2,485 | 8,061 | 4,571 | |
Total assets | 1,698,254 | 1,698,254 | 1,483,751 | ||
Performance Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 98,745 | 96,195 | 285,713 | 262,490 | |
Performance Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization expense | 18,196 | 30,950 | 55,763 | 91,862 | |
Total capital expenditures | 18,835 | 20,840 | 54,118 | 57,956 | |
Total assets | 1,043,065 | 1,043,065 | 930,968 | ||
Operating Segments and Corporate Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 3,682,025 | 3,682,025 | $ 2,952,967 | ||
Net administrative fees | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 146,553 | 174,049 | 424,537 | 518,566 | |
Net administrative fees | Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 146,553 | 174,049 | 424,537 | 518,566 | |
Other services and support | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 107,375 | 99,591 | 304,020 | 270,929 | |
Other services and support | Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 8,630 | 3,396 | 18,307 | 8,439 | |
Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 253,928 | 273,640 | 728,557 | 789,495 | |
Services | Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 155,183 | 177,445 | 442,844 | 527,005 | |
Products | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 215,995 | 61,183 | 511,080 | 167,344 | |
Products | Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 215,995 | $ 61,183 | $ 511,080 | $ 167,344 |
SEGMENTS - Reconciliation of In
SEGMENTS - Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Income before income taxes | $ 64,888 | $ 77,377 | $ 188,996 | $ 314,062 |
Equity in net income of unconsolidated affiliates | (5,524) | (4,442) | (16,023) | (11,038) |
Interest and investment loss, net | 3,225 | 9,966 | 8,742 | 9,849 |
Loss (gain) on FFF put and call rights | 5,195 | 13,906 | 21,621 | (8,477) |
Other (income) expense | (1,594) | 5,005 | (10,167) | 1,996 |
Operating income | 66,190 | 101,812 | 193,169 | 306,392 |
Depreciation and amortization | 19,337 | 25,777 | 55,904 | 75,690 |
Amortization of purchased intangible assets | 10,400 | 13,966 | 33,864 | 38,948 |
Stock-based compensation | 13,180 | 7,668 | 27,970 | 19,358 |
Acquisition and disposition related expenses | 4,126 | 7,287 | 14,889 | 16,263 |
Remeasurement of tax receivable agreement liabilities | 0 | (902) | 0 | (24,584) |
Equity in net income of unconsolidated affiliates | 5,524 | 4,442 | 16,023 | 11,038 |
Deferred compensation plan income (expense) | 1,521 | (5,476) | 9,231 | (2,484) |
Other expense, net | 929 | 1,315 | 5,718 | 3,929 |
Non-GAAP Adjusted EBITDA | 121,207 | 155,889 | 356,768 | 444,550 |
Employee Stock Purchase Plan (ESPP) | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation | 100 | 100 | 400 | 300 |
Operating Segments | Supply Chain Services | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | 117,949 | 149,212 | 339,538 | 447,081 |
Operating Segments | Performance Services | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | 35,950 | 34,634 | 109,675 | 84,977 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Non-GAAP Adjusted EBITDA | $ (32,692) | $ (27,957) | $ (92,445) | $ (87,508) |