Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Aug. 17, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Current Fiscal Year End Date | --06-30 | ||
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 Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,124.8 | ||
Entity Common Stock, Shares Outstanding | 119,170,751 | ||
Documents Incorporated by Reference | The registrant's definitive proxy statement for its 2023 Annual Meeting of Stockholders to be held on or about December 1, 2023 is incorporated by reference into Part III hereof to the extent described herein. | ||
Entity Central Index Key | 0001577916 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Raleigh, North Carolina |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Assets | ||
Cash and cash equivalents | $ 89,793 | $ 86,143 |
Accounts receivable (net of $2,878 and $2,043 allowance for credit losses, respectively) | 115,295 | 114,129 |
Contract assets (net of $885 and $755 allowance for credit losses, respectively) | 299,219 | 260,061 |
Inventory | 76,932 | 119,652 |
Prepaid expenses and other current assets | 60,387 | 65,581 |
Total current assets | 641,626 | 645,566 |
Property and equipment (net of $662,554 and $578,644 accumulated depreciation, respectively) | 212,308 | 213,379 |
Intangible assets (net of $265,684 and $217,582 accumulated amortization, respectively) | 430,030 | 356,572 |
Goodwill | 1,012,355 | 999,913 |
Deferred income tax assets | 653,629 | 725,032 |
Deferred compensation plan assets | 50,346 | 47,436 |
Investments in unconsolidated affiliates | 231,826 | 215,545 |
Operating lease right-of-use assets | 29,252 | 39,530 |
Other assets | 110,115 | 114,154 |
Total assets | 3,371,487 | 3,357,127 |
Liabilities and stockholders' equity | ||
Accounts payable | 54,375 | 44,631 |
Accrued expenses | 47,113 | 40,968 |
Revenue share obligations | 262,288 | 245,395 |
Accrued compensation and benefits | 60,591 | 93,638 |
Deferred revenue | 24,311 | 30,463 |
Line of credit and current portion of long-term debt | 216,546 | 153,053 |
Other current liabilities | 50,574 | 47,183 |
Total current liabilities | 815,463 | 753,137 |
Deferred compensation plan obligations | 50,346 | 47,436 |
Deferred consideration, less current portion | 0 | 28,702 |
Operating lease liabilities, less current portion | 21,864 | 32,960 |
Other liabilities | 47,202 | 42,574 |
Total liabilities | 1,037,132 | 1,108,277 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Treasury stock, at cost; 6,429,375 shares at both June 30, 2023 and 2022, respectively | (250,129) | (250,129) |
Additional paid-in capital | 2,178,134 | 2,166,047 |
Retained earnings | 405,102 | 331,690 |
Accumulated other comprehensive loss | (8) | (3) |
Total stockholders' equity | 2,334,355 | 2,248,850 |
Total liabilities and stockholders' equity | 3,371,487 | 3,357,127 |
Nonrelated Party | ||
Liabilities and stockholders' equity | ||
Long-term debt, less current portion | 734 | 2,280 |
Related Party | ||
Liabilities and stockholders' equity | ||
Current portion of notes payable to former limited partners | 99,665 | 97,806 |
Long-term debt, less current portion | 101,523 | 201,188 |
Class A Common Stock | ||
Stockholders' equity: | ||
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 125,587,858 shares issued and 119,158,483 outstanding at June 30, 2023 and 124,481,610 shares issued and 118,052,235 outstanding at June 30, 2022 | $ 1,256 | $ 1,245 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Allowance for doubtful accounts | $ 2,878 | $ 2,043 |
Allowance for credit losses | 885 | 755 |
Property and equipment, accumulated depreciation | 662,554 | 578,644 |
Intangible assets, accumulated amortization | $ 265,684 | $ 217,582 |
Treasury stock (shares) | 6,429,375 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (shares) | 500,000,000 | 500,000,000 |
Common stock issued (shares) | 125,587,858 | 124,481,610 |
Common stock outstanding (shares) | 119,158,483 | 118,052,235 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net revenue: | |||
Net revenue | $ 1,336,095 | $ 1,432,901 | $ 1,721,152 |
Cost of revenue: | |||
Cost of revenue | 439,806 | 547,862 | 883,818 |
Gross profit | 896,289 | 885,039 | 837,334 |
Operating expenses: | |||
Selling, general and administrative | 601,554 | 576,879 | 532,326 |
Research and development | 4,540 | 4,151 | 3,338 |
Amortization of purchased intangible assets | 48,102 | 43,936 | 44,753 |
Operating expenses | 654,196 | 624,966 | 580,417 |
Operating income | 242,093 | 260,073 | 256,917 |
Equity in net income of unconsolidated affiliates | 16,068 | 23,505 | 21,073 |
Interest expense, net | (14,470) | (11,142) | (11,964) |
Gain (loss) on FFF Put and Call Rights | 0 | 64,110 | (27,352) |
Other income (expense), net | 6,307 | (9,646) | 11,967 |
Other income (expense), net | 7,905 | 66,827 | (6,276) |
Income before income taxes | 249,998 | 326,900 | 250,641 |
Income tax expense (benefit) | 75,111 | 58,582 | (53,943) |
Net income | 174,887 | 268,318 | 304,584 |
Net loss (income) attributable to non-controlling interest | 139 | (2,451) | (17,062) |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 0 | (26,685) |
Net income attributable to stockholders | 175,026 | 265,867 | 260,837 |
Comprehensive income: | |||
Net income | 174,887 | 268,318 | 304,584 |
Comprehensive loss (income) attributable to non-controlling interest | 139 | (2,451) | (17,062) |
Foreign currency translation loss | (5) | (3) | 0 |
Comprehensive income attributable to stockholders | $ 175,021 | $ 265,864 | $ 287,522 |
Weighted average shares outstanding: | |||
Basic (shares) | 118,767 | 120,220 | 116,527 |
Diluted (shares) | 119,889 | 121,668 | 117,532 |
Earnings per share attributable to stockholders: | |||
Basic (usd per share) | $ 1.47 | $ 2.21 | $ 2.24 |
Diluted (usd per share) | $ 1.46 | $ 2.19 | $ 2.22 |
Services and software licenses | |||
Net revenue: | |||
Net revenue | $ 1,091,436 | $ 1,039,395 | $ 977,030 |
Cost of revenue: | |||
Cost of revenue | 218,087 | 183,984 | 170,773 |
Net administrative fees | |||
Net revenue: | |||
Net revenue | 611,035 | 601,128 | 572,700 |
Software licenses, other services and support | |||
Net revenue: | |||
Net revenue | 480,401 | 438,267 | 404,330 |
Products | |||
Net revenue: | |||
Net revenue | 244,659 | 393,506 | 744,122 |
Cost of revenue: | |||
Cost of revenue | $ 221,719 | $ 363,878 | $ 713,045 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Impact Of Change In Accounting Principle | Impact Of Change In Accounting Principle Retained Earnings | Adjusted Balance | Adjusted Balance Common Stock Class A Common Stock | Adjusted Balance Common Stock Class B Common Stock | Adjusted Balance Treasury Stock | Adjusted Balance Additional Paid-In Capital | Adjusted Balance Retained Earnings | Adjusted Balance Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Jun. 30, 2020 | 71,627,000 | 50,213,000 | 71,627,000 | 50,213,000 | |||||||||||||
Beginning balance at Jun. 30, 2020 | $ 139,263 | $ 716 | $ 0 | $ 0 | $ 138,547 | $ 0 | $ 0 | $ (1,228) | $ (1,228) | $ 138,035 | $ 716 | $ 0 | $ 0 | $ 138,547 | $ (1,228) | $ 0 | |
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 70,000 | (70,000) | 0 | ||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 2,437 | $ 1 | $ 0 | 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) | 598,000 | ||||||||||||||||
Issuance of Class A common stock under equity incentive plan | 9,356 | $ 6 | 9,350 | ||||||||||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 94,000 | ||||||||||||||||
Issuance of Class A common stock under employee stock purchase plan | 3,246 | $ 1 | 3,245 | ||||||||||||||
Stock-based compensation expense | 35,425 | 35,425 | |||||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (3,114) | (3,114) | |||||||||||||||
Net income | 304,584 | 304,584 | |||||||||||||||
Net income (loss) attributable to non-controlling interest | (11,845) | 5,217 | (17,062) | ||||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (26,685) | 0 | (26,685) | ||||||||||||||
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) | 50,144,000 | (50,143,000) | |||||||||||||||
Final exchange of Class B common units for Class A common stock by member owners | 0 | $ 501 | (501) | ||||||||||||||
Early termination payments to former member owners | (438,967) | (438,967) | |||||||||||||||
Dividends | (93,584) | (93,584) | |||||||||||||||
Adjustment in additional paid-in capital related to consolidated investment | 0 | 318 | (318) | ||||||||||||||
Distribution of investment in unconsolidated affiliate to non-controlling interests | (4,095) | (4,095) | |||||||||||||||
Capital contributions | 1,958 | 1,958 | |||||||||||||||
Non-controlling interest in consolidated investments | 3,690 | 3,690 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 122,533,000 | 0 | |||||||||||||||
Ending balance at Jun. 30, 2021 | 2,229,893 | $ 1,225 | $ 0 | $ 0 | 2,059,194 | 169,474 | 0 | ||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2020 | 0 | 0 | |||||||||||||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2022 | 6,429,000 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 1,843,000 | ||||||||||||||||
Issuance of Class A common stock under equity incentive plan | 37,766 | $ 18 | 37,748 | ||||||||||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 105,000 | ||||||||||||||||
Issuance of Class A common stock under employee stock purchase plan | 3,851 | $ 2 | 3,849 | ||||||||||||||
Treasury stock (in shares) | (6,429,000) | 6,429,000 | |||||||||||||||
Treasury stock | (250,129) | $ (250,129) | |||||||||||||||
Stock-based compensation expense | 46,229 | 46,229 | |||||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (10,866) | (10,866) | |||||||||||||||
Net income | 268,318 | 268,318 | |||||||||||||||
Net income (loss) attributable to non-controlling interest | 0 | 2,451 | (2,451) | ||||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | 0 | ||||||||||||||||
Change in ownership of consolidated entity | 60 | 202 | (142) | ||||||||||||||
Dividends | (97,082) | (97,082) | |||||||||||||||
Distribution of investment in unconsolidated affiliate to non-controlling interests | (2,332) | 4,095 | (6,427) | ||||||||||||||
Non-controlling interest in consolidated investments | 23,145 | 23,145 | |||||||||||||||
Foreign currency translation adjustment | (3) | (3) | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 118,052,235 | 118,052,000 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2022 | $ 2,248,850 | $ 1,245 | $ 0 | $ (250,129) | 2,166,047 | 331,690 | (3) | ||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2023 | 6,429,375 | 6,429,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 967,000 | ||||||||||||||||
Issuance of Class A common stock under equity incentive plan | $ 6,078 | $ 9 | 6,069 | ||||||||||||||
Issuance of Class A common stock under employee stock purchase plan (in shares) | 139,000 | ||||||||||||||||
Issuance of Class A common stock under employee stock purchase plan | 4,137 | $ 2 | 4,135 | ||||||||||||||
Stock-based compensation expense | 13,734 | 13,734 | |||||||||||||||
Repurchase of vested restricted units for employee tax-withholding | (13,427) | (13,427) | |||||||||||||||
Net income | 174,887 | 174,887 | |||||||||||||||
Net income (loss) attributable to non-controlling interest | 0 | (139) | 139 | ||||||||||||||
Reclassification of redeemable limited partners' capital to permanent equity | 0 | ||||||||||||||||
Change in ownership of consolidated entity | 106 | 106 | |||||||||||||||
Dividends | (100,883) | (100,883) | |||||||||||||||
Distribution of investment in unconsolidated affiliate to non-controlling interests | (731) | (731) | |||||||||||||||
Foreign currency translation adjustment | (5) | (5) | |||||||||||||||
Non-controlling interest related to acquisition | 1,019 | 1,019 | |||||||||||||||
Other | 590 | 590 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 119,158,483 | 119,158,000 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2023 | $ 2,334,355 | $ 1,256 | $ 0 | $ (250,129) | $ 2,178,134 | $ 405,102 | $ (8) | ||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 6,429,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared (in usd per share) | $ 0.21 | $ 0.20 | $ 0.19 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | |||
Net income | $ 174,887 | $ 268,318 | $ 304,584 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 133,793 | 129,107 | 121,062 |
Equity in net income of unconsolidated affiliates | (16,068) | (23,505) | (21,073) |
Deferred income taxes | 71,403 | 56,792 | (83,692) |
Stock-based compensation | 13,734 | 46,229 | 35,425 |
Impairment of assets | 56,718 | 18,829 | 0 |
(Gain) loss on FFF Put and Call Rights | 0 | (64,110) | 27,352 |
Other, net | 6,501 | 5,803 | 9,358 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | |||
Accounts receivable, inventories, prepaid expenses and other assets | 64,253 | 124,659 | (68,008) |
Contract assets | (41,088) | (47,219) | (51,685) |
Accounts payable, accrued expenses, deferred revenue, revenue share obligations and other liabilities | (19,590) | (70,669) | 134,079 |
Net cash provided by operating activities | 444,543 | 444,234 | 407,402 |
Investing activities | |||
Purchases of property and equipment | (82,302) | (87,440) | (88,876) |
Acquisition of businesses and equity method investments, net of cash acquired | (187,750) | (26,000) | (84,463) |
Investment in unconsolidated affiliates | (2,060) | (16,000) | 0 |
Other | (1,510) | (10,000) | (1,229) |
Net cash used in investing activities | (273,622) | (139,440) | (174,568) |
Financing activities | |||
Payments made on notes payable | (100,859) | (99,243) | (50,713) |
Proceeds from credit facility | 470,000 | 325,000 | 225,000 |
Payments on credit facility | (405,000) | (250,000) | (225,000) |
Cash dividends paid | (100,233) | (96,455) | (92,898) |
Payments on deferred consideration related to acquisition of business | (27,927) | (28,586) | (29,217) |
Proceeds from exercise of stock options under equity incentive plan | 6,078 | 37,766 | 9,356 |
Repurchase of Class A common stock (held as treasury stock) | 0 | (250,129) | 0 |
Distributions to limited partners of Premier LP | 0 | 0 | (9,949) |
Payments to limited partners of Premier LP related to tax receivable agreements | 0 | 0 | (24,218) |
Other, net | (9,325) | 13,858 | (5,358) |
Net cash used in financing activities | (167,266) | (347,789) | (202,997) |
Effect of exchange rate changes on cash flows | (5) | (3) | 0 |
Net increase (decrease) in cash and cash equivalents | 3,650 | (42,998) | 29,837 |
Cash and cash equivalents at beginning of year | 86,143 | 129,141 | 99,304 |
Cash and cash equivalents at end of period | $ 89,793 | $ 86,143 | $ 129,141 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2023 | |
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 Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading technology-driven healthcare improvement company that unites hospitals, health systems, physicians, employers, product suppliers, service providers and other healthcare providers and organizations to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry and continues to expand its capabilities to more fully address and coordinate care improvement and standardization in the employer, payer and life sciences markets. Additionally, the Company also provides some of the various products and services noted above to non-healthcare businesses, including through our direct sourcing activities as well as continued access to our group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (see Note 20 - Subsequent Events). The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company’s members and other customers succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 18 - Segments for further information related to the Company’s reportable business segments. We have no significant foreign operations or revenues. The Supply Chain Services segment includes one of the largest national healthcare GPO programs in the United States as well as provides supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI TM , the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, life sciences and payer markets; Contigo Health ® , the Company’s direct-to-employer business which provides third-party administrator services and management of health-benefit programs that enable healthcare providers that are also payers (e.g., payviders) and employers to contract directly with healthcare providers as well as partners with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra ® , the Company’s digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers. Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Supplementary Cash Flows Information The following table presents supplementary cash flows information for the years ended June 30, 2023, 2022 and 2021 (in thousands): Year Ended June 30, 2023 2022 2021 Supplemental schedule of cash flows information: Interest paid $ 18,712 $ 11,256 $ 11,888 Income taxes paid 4,593 3,103 44,011 Supplemental schedule of non-cash investing and financing activities: Non-cash investment in unconsolidated affiliates 8,819 — — Non-cash additions to property and equipment 2,731 402 755 Accrued dividend equivalents 1,032 963 686 Increase in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease in stockholders' equity — — 26,685 Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners — — (2,437) Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments — — 331 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 Increase in additional paid-in capital related to final exchange by member owners — — 517,526 Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (2) SIGNIFICANT ACCOUNTING POLICIES Business Combinations The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely 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, economic conditions are monitored 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 represent estimated member and other customer purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized a provision for contract assets associated with administrative fees. Performance Services contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes Performance Services’ contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary. Inventory Inventory consisting of finished goods, primarily medical products, are stated at the lower of cost or net realizable values on an average cost basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. As of June 30, 2023 and 2022, these provisions were $10.8 million and $19.2 million, respectively. Property and Equipment, Net Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 7 - Supplemental Balance Sheet Information. Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years, and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $77.8 million and $48.7 million during the years ended June 30, 2023 and 2022, respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used and the effects of obsolescence, demand, competition and other economic factors. Intangible Assets Definite-lived intangible assets consist primarily of member relationships, provider networks, technology, customer relationships, trade names and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 8 - Goodwill and Intangible Assets. The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used and the effects of obsolescence, demand and competition, as well as other economic factors. Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. The Company’s most recent annual impairment testing as of April 1, 2023 consisted of a quantitative assessment and resulted in $56.7 million in impairment losses (see Note 8 - Goodwill and Intangible Assets). Contract Costs Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income. Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed. Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are designated to fund the deferred compensation plan liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The current portion, $5.2 million and $5.3 million at June 30, 2023 and 2022, respectively, is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying Consolidated Balance Sheets at June 30, 2023 and 2022. The non-current portion of the deferred compensation plan assets, $50.3 million and $47.4 million at June 30, 2023 and 2022, respectively, is included in long-term assets in the accompanying Consolidated Balance Sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying Consolidated Balance Sheets at June 30, 2023 and 2022. Realized and unrealized gains and (losses) of $5.4 million, $(9.4) million and $12.7 million on plan assets for the years ended June 30, 2023, 2022 and 2021, respectively, are included in other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. Deferred compensation expense (income) from the change in the corresponding liability of $5.4 million, $(9.4) million and $12.7 million, respectively, is included in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2023, 2022 and 2021, respectively. Leases The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. The related lease expense is recognized on a straight-line basis over the lease term. Redeemable Limited Partners’ Capital The fair value of redeemable limited partners’ capital at July 31, 2020 was reclassified from temporary equity in the mezzanine section of the Consolidated Balance Sheets to additional paid-in capital as a component of permanent equity. Prior to July 31, 2020, the Company recorded redeemable limited partners’ capital as temporary equity in the mezzanine section of the Consolidated Balance Sheets at the redemption amount, which represented the greater of the book value or redemption amount of Class B common units per the Amended and Restated Limited Partnership Agreement at the reporting date. Revenue Recognition The Company accounts for a contract with a customer when the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts, and variable fees based on performance. The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments and to make estimates about the effect of matters inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration. Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material. 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 deliverable arrangements such as licensing fees, subscription fees and professional fees for consulting services. Net Administrative Fees Revenue Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in service revenue in the accompanying Consolidated Statements of Income and Comprehensive Income. The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets. Generally, the Company pays a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets. Products Revenue The Company’s direct sourcing business generates revenue primarily through products sold to the Company’s members, other customers or distributors. Revenue is recognized once control of products has been transferred to the customer and is recorded net of discounts and rebates offered to customers. Discounts and rebates are estimated based on contractual terms and historical trends. Software Licenses, Other Services and Support Revenue The Company generates software licenses, other services and support revenue through Supply Chain Services and Performance Services. Within Supply Chain Services, in addition to net administrative fee revenue and product revenue, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities. GPO. The GPO generates revenue from members that participate in our performance groups. Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed. Purchased Services. Purchased services generate revenue through subscription fees for SaaS-based products and term licenses. Subscription fees are generally billed on a monthly basis, and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Revenue on licensing is recognized upon delivery of the software code and revenue from hosting and maintenance is recognized ratably over the life of the contract. Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through the three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions to performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees pursuant to the TRPN acquisition (as defined in Note 3 - Business Acquisitions). Remitra’s main source of revenue is fees from healthcare suppliers and providers. PINC AI: SaaS-based Products Subscriptions: SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three Software Licenses: Enterprise analytics licenses include term licenses that range from three Consulting Services: Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers. Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain. Other Miscellaneous Revenue: • Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data. • Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care and is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking. • Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations. Contigo Health: Contigo Health revenue consists of third-party administrator fees, fees from the centers of excellence program, and cost containment and wrap network fees. Third-party administrator fees consist of integrated fees for the processing of self-insured healthcare plan claims. Revenue is recognized in the period in which the services have been provided. Fees from the centers of excellence program consist of administrative fees for access to a specialized care network of proven healthcare providers. Revenue is recognized in the period in which the services have been provided. Cost containment and wrap network fees consist of fees associated with the repricing of insurance claims. Revenue is estimated and recognized in the period in which the services have been provided. Remitra: Revenue for Remitra primarily consists of fees from healthcare suppliers and providers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners. Within Supply Chain Services, in addition to net administrative fee revenue and product revenue, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities. GPO. The GPO generates revenue from members that participate in our performance groups. Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a serv |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | (3) BUSINESS ACQUISITIONS Acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. Assets On October 13, 2022, the Company, through its consolidated subsidiary Contigo Health, LLC (“Contigo Health”), acquired certain assets (the “TRPN Transferred Assets”) of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”), including contracts with more than 900,000 providers (collectively, the “Assumed Contracts”), and agreed to assume certain liabilities and obligations of TRPN with regard to the Assumed Contracts (referred to as the “TRPN acquisition”). The TRPN Transferred Assets relate to businesses of TRPN focused on improving access to quality healthcare and reducing the cost of medical claims through pre-negotiated discounts with network providers, including acute care hospitals, surgery centers, physicians and other continuum of care providers in the United States. Contigo Health also agreed to license proprietary cost containment technology of TRPN. The purchase price paid by the Company to complete the TRPN acquisition consisted of cash of $177.5 million, funded with borrowings under the Company’s Credit Facility (as defined in Note 9 - Debt and Notes Payable) and cash on hand, of which $17.8 million was placed in escrow to satisfy indemnification obligations of TRPN to Contigo Health and its affiliates and other parties related thereto under the purchase agreement governing the TRPN acquisition. The Company has accounted for the TRPN acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The total fair value assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network. The TRPN acquisition resulted in the initial recognition of $60.9 million of goodwill attributable to the anticipated profitability of TRPN, based on the purchase price paid in the acquisition compared to the fair value of the net assets acquired. Subsequent to acquisition, the Company recorded an impairment charge, which reduced goodwill attributable to TRPN to $16.5 million. The TRPN acquisition was considered an asset acquisition for income tax purposes. Accordingly, the Company expects tax goodwill to be deductible for tax purposes. TRPN has been integrated within Premier under Contigo Health and is reported as part of the Performance Services Segment. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | (4) INVESTMENTS Investments in Unconsolidated Affiliates The Company’s investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income June 30, Year Ended June 30, 2023 2022 2023 2022 2021 FFF $ 136,080 $ 137,162 $ 8,571 $ 16,614 $ 11,344 Exela 32,905 27,733 5,172 1,733 — Qventus 16,000 16,000 — — — Prestige 15,503 15,597 921 4,303 8,856 Other investments 31,338 19,053 1,404 855 873 Total investments $ 231,826 $ 215,545 $ 16,068 $ 23,505 $ 21,073 The Company, through its indirect, wholly owned subsidiary Premier Supply Chain Improvement, Inc. (“PSCI”), held a 49% interest in FFF Enterprises, Inc. (“FFF”) through its ownership of stock of FFF at June 30, 2023 and 2022. The Company accounts for its investment in FFF as part of the Supply Chain Services segment. On March 3, 2023, the Company and the majority shareholder of FFF amended the FFF shareholders’ agreement and in lieu of a distribution, the Company received an increase of $24.8 million to its liquidation preferences on the Class B common stock in FFF, bringing the Company’s total liquidation preference in FFF to $32.3 million. In the event of liquidation or dissolution of FFF, the Company will receive the liquidation preference of $32.3 million prior to any pro rata distribution of FFF’s proportional equity value between the Company and the majority shareholder of FFF. As a result of the increase to the liquidation preference and priority of the Company’s Class B common stock in FFF in the event of liquidation or dissolution of FFF, the Company will no longer account for its investment in FFF using the equity method of accounting. As of the date of the amendment, the Company will account for its investment in FFF at cost less impairments, if any, plus or minus any observable changes in fair value. The Company, through its consolidated subsidiary, ExPre Holdings, LLC (“ExPre”), held an approximate 6% interest in Exela Holdings, Inc. (“Exela”) through its ownership of Exela Class A common stock at June 30, 2023. At June 30, 2023, the Company owned approximately 15% of the membership interest of ExPre, with the remainder of the membership interests held by 11 member health systems or their affiliates. The Company, through its consolidated subsidiary, PRAM Holdings, LLC (“PRAM”), held an approximate 20% interest in Prestige Ameritech Ltd. (“Prestige”) through its ownership of Prestige limited partnership units at June 30, 2023. At June 30, 2023, the Company owned approximately 26% of the membership interest of PRAM, with the remainder of the membership interests held by 16 member health systems. The Company accounts for its investments in Exela and Prestige using the equity method of accounting and includes the investment as part of the Supply Chain Services segment. On January 31, 2022, the Company, through PHSI, purchased an approximate 7% interest in Qventus, Inc. (“Qventus”) through its ownership of Qventus Series C preferred stock. The Company accounts for its investment in Qventus at initial cost less impairments, if any, plus or minus any observable changes in fair value. The Company includes Qventus as part of the Performance Services segment. Unconsolidated Significant Subsidiaries In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X. As of June 30, 2022 and 2021, the Company held one unconsolidated investment whose assets represented greater than 10% of its total assets. The following table shows summarized unaudited financial information for FFF, which met the 10% asset test for the year ended June 30, 2022 (in thousands): June 30, 2022 Total current assets $ 841,555 Total non-current assets 103,298 Total current liabilities 463,863 Total non-current liabilities 325,693 Non-controlling equity 76,096 The following table shows summarized unaudited results of operations information for FFF, which met the 10% asset test for the years ended June 30, 2022 and 2021 (in thousands): Year Ended June 30, 2022 2021 Revenue $ 2,728,855 $ 2,047,494 Gross profit 150,980 122,890 Income from operations 55,379 41,643 Net income 33,215 23,841 Net income attributable to non-controlling interest 16,275 11,682 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (5) FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2023 Cash equivalents $ 77 $ 77 $ — $ — Deferred compensation plan assets 55,566 55,566 — — Total assets $ 55,643 $ 55,643 $ — $ — Earn-out liabilities $ 26,603 $ — $ — $ 26,603 Total liabilities $ 26,603 $ — $ — $ 26,603 June 30, 2022 Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 52,718 52,718 — — Total assets $ 52,793 $ 52,793 $ — $ — Earn-out liabilities $ 22,789 $ — $ — $ 22,789 Total liabilities $ 22,789 $ — $ — $ 22,789 Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets ($5.2 million and $5.3 million at June 30, 2023 and 2022, respectively) was included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) FFF Put and Call Rights On July 29, 2021, the FFF shareholders’ agreement was amended resulting in the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. In the event of a Key Man Event (generally defined in the shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within 180 calendar days after the date of a Key Man Event (the “Call Right”, together with the FFF Put Right, the “Put and Call Rights”). As of June 30, 2023 and 2022, 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 earnings before interest, taxes, depreciation and amortization (“FFF EBITDA”) over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents, divided by the number of shares of FFF common stock then outstanding (“Equity Value per Share”). Earn-out liabilities At June 30, 2023, earn-out liabilities have been established in connection with certain acquisitions, including the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020 as well as other immaterial acquisitions. The earn-out liability related to the Acurity and Nexera asset acquisition was based upon the Company’s achievement of a range of member renewals on terms to be agreed to by the Company and Greater New York Hospital Association based on prevailing market conditions in December 2023. Earn-out liabilities are classified as Level 3 of the fair value hierarchy. Acurity and Nexera Earn-out (a) The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition was measured on the acquisition date using a probability-weighted expected payment model and are remeasured periodically due to changes in management’s estimates of the number of transferred member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the acquisition agreement. As of June 30, 2023 and 2022, the undiscounted range of outcomes is between $0 and $30.0 million. A significant decrease in the probability could result in a significant decrease in the value of the earn-out liability. The fair value of the Acurity and Nexera earn-out liability at June 30, 2023 and 2022 was $23.1 million and $22.8 million, respectively. As of June 30, Input assumptions 2023 2022 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.6 % 1.6 % (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. A reconciliation of the FFF Put Right and earn-out liabilities is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) (Gains)/Losses (b) Ending Balance Year Ended June 30, 2023 Earn-out liabilities $ 22,789 $ 1,460 $ 2,354 $ 26,603 Total Level 3 liabilities $ 22,789 $ 1,460 $ 2,354 $ 26,603 Year Ended June 30, 2022 Earn-out liabilities $ 24,249 $ — $ (1,460) $ 22,789 FFF put right 64,110 (64,110) — — Total Level 3 liabilities $ 88,359 $ (64,110) $ (1,460) $ 22,789 _________________________________ (a) Purchases for the year ended June 30, 2023 includes an earn-out which has not been earned or paid as of June 30, 2023. Settlements for the year ended June 30, 2022 includes non-cash gain recognized as a result of the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. (b) Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balance will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income. Non-Recurring Fair Value Measurements During the year ended June 30, 2021, the Company recorded notes payable to former limited partners as a result of the August 2020 Restructuring. Although these notes are non-interest bearing, they 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 year ended June 30, 2023, no non-recurring fair value measurements were required relating to the measurement of goodwill and intangible assets for impairment. However, purchase price allocations required significant non-recurring Level 3 inputs. The preliminary fair values of the acquired intangible assets resulting from the TRPN acquisition were determined using the income approach (see Note 3 - Business Acquisitions). Financial Instruments For Which Fair Value Only is Disclosed The fair values of non-interest bearing notes payable, classified as Level 2, were equal to their carrying value at June 30, 2023 and $0.1 million less than the carrying value at June 30, 2022, based on an assumed market interest rate of 1.6%. Other Financial Instruments The fair values of cash, accounts receivable, accounts payable, accrued liabilities, and the Credit Facility (as defined in Note 9 - Debt and Notes Payable) approximated carrying value due to the short-term nature of these financial instruments. |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | (6) CONTRACT BALANCES Contract Assets, Deferred Revenue and Revenue Share Obligations The timing of revenue recognition, billings and cash collections results in accounts receivables, contract assets (unbilled receivables) and deferred revenue on the Consolidated Balance Sheets. Contract assets increased by $41.1 million during the year ended June 30, 2023 compared to the year ended June 30, 2022 primarily due to the acceleration of revenue recognition from licensing contracts in Performance Services and increased gross administrative fees driven by higher members’ purchases. The acceleration of revenue recognition from licensing contracts represents performance obligations that have been satisfied prior to customer invoicing offset by the timing of invoicing related to certain cost management consulting services and performance-based engagements where revenue is recognized as work is performed. Revenue share obligations increased by $16.9 million during the year ended June 30, 2023 compared to the year ended June 30, 2022 primarily due to the underlying revenue share arrangements which include a higher average revenue fee share percentage. Revenue recognized during the year ended June 30, 2023 that was included in the opening balance of deferred revenue at June 30, 2022 was $26.6 million, which is a result of satisfying performance obligations primarily within the Performance Services segment. 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, SaaS subscription fees, maintenance and support fees, and professional fees for consulting services). Net revenue of $4.1 million was recognized during the year ended June 30, 2023 from performance obligations that were satisfied or partially satisfied on or before June 30, 2022. The net revenue recognized was driven by an increase of $7.8 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period. This increase was partially offset by a reduction of $3.7 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. Net revenue of $5.3 million was recognized during the year ended June 30, 2022 from performance obligations that were satisfied or partially satisfied on or before June 30, 2021. The net revenue recognized was driven by an increase of $4.8 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period and an increase of $0.5 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $699.0 million. The Company expects to recognize 40% of the remaining performance obligations over the next twelve months and an additional 24% over the following twelve months, with the remainder recognized thereafter. Contract Costs The Company capitalizes the incremental costs of obtaining and fulfilling a contract, which include costs associated with implementing SaaS informatics tools and sales commissions. At June 30, 2023, the Company had $24.4 million in capitalized contract costs, including $9.5 million related to implementation costs and $14.9 million related to sales commissions. The Company recognized $10.6 million of related amortization expense for the year ended June 30, 2023. At June 30, 2022, the Company had $22.9 million in capitalized contract costs, including $10.7 million related to implementation costs and $12.2 million related to sales commissions. The Company recognized $8.9 million of related amortization expense for the year ended June 30, 2022. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Jun. 30, 2023 | |
Supplemental Balance Sheet Information [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | (7) SUPPLEMENTAL BALANCE SHEET INFORMATION Accounts Receivable, Net Trade accounts receivable consisted of amounts due for services and products from hospital and healthcare members, distributors and other customers. Accounts receivable, net consisted of the following (in thousands): June 30, 2023 2022 Trade accounts receivable $ 117,655 $ 114,214 Other 518 1,958 Total accounts receivable 118,173 116,172 Allowance for credit losses (2,878) (2,043) Accounts receivable, net $ 115,295 $ 114,129 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2023 2022 Capitalized software 2-5 years $ 785,260 $ 705,319 Computer hardware 3-5 years 63,281 60,399 Furniture and other equipment 5 years 7,049 7,097 Leasehold improvements Lesser of estimated useful life or term of lease 19,272 19,208 Total property and equipment 874,862 792,023 Accumulated depreciation and amortization (662,554) (578,644) Property and equipment, net $ 212,308 $ 213,379 Depreciation and amortization expense related to property and equipment was $85.7 million, $85.2 million and $76.3 million for the years ended June 30, 2023, 2022 and 2021, respectively. Unamortized capitalized software costs were $175.0 million and $177.6 million at June 30, 2023 and 2022, respectively. During the year ended June 30, 2022, the Company incurred an impairment of long-lived assets of $12.7 million associated with capitalized software assets in the Supply Chain Services segment as the carrying value of the assets was not recoverable. The Company did not incur a material loss on disposal or impairment of long-lived assets during the years ended June 30, 2023 and 2021. Other Long-Term Assets Other long-term assets consisted of the following (in thousands): June 30, 2023 2022 Contract assets, less current portion $ 56,372 $ 54,441 Capitalized contract costs 24,414 22,894 Acurity prepaid contract administrative fee share, less current portion 9,700 29,099 Notes receivable 4,700 — Other (a) 14,929 7,720 Total other long-term assets $ 110,115 $ 114,154 _________________________________ (a) Includes deferred loan costs, net of $3.5 million and $0.9 million as of June 30, 2023 and 2022, respectively. Pursuant to the Acurity and Nexera asset acquisition, the Company capitalized one-time rebates pursuant to the purchase agreement with Acurity, Inc. as prepaid contract administrative fee share. Contract costs include capitalized sales commissions and implementation costs. See Note 6 - Contract Balances for further information. The Company recorded amortization expense on deferred loan costs of $0.7 million, $0.6 million and $0.6 million the years ended June 30, 2023, 2022 and 2021, respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest expense, net in the Consolidated Statements of Income and Comprehensive Income. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): June 30, 2023 2022 Earn-out liability, less current portion $ 23,128 $ 22,789 Reserve for uncertain tax positions 22,915 18,799 Other 1,159 986 Total other long-term liabilities $ 47,202 $ 42,574 Earn-out liabilities were established in connection with the Acurity and Nexera asset acquisition as well as other immaterial acquisitions. See Note 5 - Fair Value Measurements for further information. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (8) GOODWILL AND INTANGIBLE ASSETS Goodwill A reconciliation of goodwill by segment is as follows (in thousands): Supply Chain Services Performance Services Total June 30, 2022 $ 388,502 $ 611,411 $ 999,913 Acquisition of businesses and assets — 69,160 69,160 Impairment (2,296) (54,422) (56,718) June 30, 2023 $ 386,206 $ 626,149 $ 1,012,355 Goodwill increased primarily due to the TRPN acquisition (see Note 3 - Business Acquisitions). At June 30, 2023, accumulated impairment losses to goodwill were $56.7 million. Fiscal 2023 Annual Goodwill Impairment The annual goodwill impairment testing (“annual test”) was performed as of April 1, 2023. Based on a quantitative analysis performed, the Company believed there were indicators that the carrying value of certain reporting units more likely than not exceeded their fair value at June 30, 2023. During the annual test, the fair values of the reporting units were computed using a discounted cash flow analysis and market-based approach. The discounted cash flow model uses seven- to thirteen- year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The Company’s significant assumptions in the discounted cash flow model include, but are not limited to, a discount rate utilizing a weighted average cost of capital, revenue growth rates (including perpetual growth rate), EBITDA margin percentages and debt-free working capital of the reporting unit’s business. These assumptions were developed in consideration of current market conditions and future expectations, which include, but were not limited to, new product offerings, market demand and impacts from competition. As a result, for the year ended June 30, 2023, the Company recorded pre-tax goodwill impairment charges of $54.4 million and $2.3 million related to the Contigo Health and Direct Sourcing reporting units, respectively, for the year ended June 30, 2023, recorded in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): June 30, 2023 June 30, 2022 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Member relationships 14.7 years $ 386,100 $ (136,751) $ 249,349 $ 386,100 $ (110,593) $ 275,507 Provider Network 15.0 years 106,500 (5,029) 101,471 — — — Technology 7.1 years 99,317 (67,581) 31,736 98,017 (61,287) 36,730 Customer relationships 9.4 years 57,930 (31,846) 26,084 47,830 (27,339) 20,491 Trade names 6.7 years 18,920 (11,983) 6,937 17,210 (9,951) 7,259 Non-compete agreements 5.2 years 17,715 (9,738) 7,977 17,315 (6,781) 10,534 Other (a) 9.3 years 9,232 (2,756) 6,476 7,682 (1,631) 6,051 Total $ 695,714 $ (265,684) $ 430,030 $ 574,154 $ (217,582) $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2023 2022 Supply Chain Services $ 269,710 $ 301,611 Performance Services (a) 160,320 54,961 Total intangible assets, net $ 430,030 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. Total intangible assets increased primarily due to the TRPN acquisition (see Note 3 - Business Acquisitions). As part of the TRPN acquisition, the total fair value assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network of $106.5 million. The weighted average useful life of the acquired intangible assets is 14.1 years, with the provider network having a useful life of 15.0 years. The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable. During the year ended June 30, 2022, the carrying value of $4.4 million in customer relationships and $1.7 million in trade names in the Performance Services segment were not recoverable and the Company recorded an impairment on assets of $6.1 million in the accompanying Consolidated Statements of Income and Comprehensive Income. During the years ended June 30, 2023 and 2021, no impairment of assets was recorded in the accompanying Consolidated Statements of Income and Comprehensive Income. The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2024 $ 49,761 2025 48,136 2026 46,892 2027 44,240 2028 39,197 Thereafter 200,804 Total amortization expense $ 429,030 |
DEBT AND NOTES PAYABLE
DEBT AND NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND NOTES PAYABLE | (9) DEBT AND NOTES PAYABLE Long-term debt and notes payable consisted of the following (in thousands): June 30, 2023 2022 Credit Facility $ 215,000 $ 150,000 Notes payable to members, net of discount 201,188 298,994 Other notes payable 2,280 5,333 Total debt and notes payable 418,468 454,327 Less: current portion (316,211) (250,859) Total long-term debt and notes payable $ 102,257 $ 203,468 Credit Facility PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into a senior unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions at the request of the Co-Borrowers and approval of a majority of the lenders under the Credit Facility. The Credit Facility provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility. The Credit Facility refinanced the Credit Agreement, dated as of November 9, 2018, as amended (the “Prior Loan Agreement”), and the Prior Loan Agreement, which was scheduled to mature on November 9, 2023, was terminated on December 12, 2022. The Prior Loan Agreement included a $1.0 billion unsecured revolving credit facility. At the time of its termination, outstanding borrowings, accrued interest and fees and expenses under the Prior Loan Agreement totaled $331.3 million, which was repaid with cash on hand and borrowings under the Credit Facility. At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100% (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net Leverage Ratio (as defined in the Credit Facility)). Base rate loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.500%, the one-month Adjusted Term SOFR plus 1.000% and 0.000%), plus the Applicable Rate. The Applicable Rate ranges from 1.250% to 1.750% for SOFR Loans and 0.250% to 0.750% for base rate loans. At June 30, 2023, the interest rates for SOFR Loans and base rate loans were 6.491% and 8.500%, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.225% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2023, the weighted average interest rate on outstanding borrowings under the Credit Facility was 6.470%. At June 30, 2023, the commitment fee was 0.125%. The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments. The Company was in compliance with all such covenants at June 30, 2023. The Credit Facility also contains customary events of default, including cross-defaults 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 any then-existing stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. For the year ended June 30, 2023, the Company borrowed $285.0 million and repaid $135.0 million of borrowings under the Prior Loan Agreement. For the year ended June 30, 2023 the Company borrowed $185.0 million and repaid $270.0 million of outstanding borrowings under the Credit Facility, The Company had $215.0 million in outstanding borrowings under the Credit Facility at June 30, 2023 with $785.0 million of available borrowing capacity after reductions for outstanding borrowings and outstanding letters of credit. During the years ended June 30, 2023 and 2022, interest expense on borrowings under the Credit Facility was $12.7 million and $2.8 million, respectively. All outstanding borrowings under the Credit Facility as of June 30, 2023 were repaid in July and August 2023. Notes Payable Notes Payable to Former Limited Partners At June 30, 2023, the Company had $201.2 million of notes payable to former limited partners, net of discounts on notes payable of $4.2 million, of which $99.7 million was recorded to current portion of notes payable to former limited partners in the accompanying Consolidated Balance Sheets. At June 30, 2022, the Company had $299.0 million of notes payable to former limited partners, net of discounts on notes payable of $9.1 million, of which $97.8 million was recorded to current portion of notes payable to former limited partners in the accompanying Consolidated Balance Sheets. The notes payable to former limited partners were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former limited partners are non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8%. During the year ended June 30, 2023, the Company paid $102.7 million to members including imputed interest of $4.9 million. During the year ended June 30, 2022, the Company paid $102.7 million to members including imputed interest of $6.7 million. Other At June 30, 2023 and 2022, the Company had $2.3 million and $5.3 million in other notes payable, respectively, of which $1.5 million and $3.1 million, respectively, were included in current portion of long-term debt in the accompanying Consolidated Balance Sheets. Other notes payable do not bear interest and generally have stated maturities of three Future minimum principal payments on the notes as of June 30, 2023 are as follows (in thousands): 2024 $ 104,231 2025 103,419 2026 — 2027 — 2028 — Total principal payments $ 207,650 |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE LIMITED PARTNERS' CAPITAL | (10) REDEEMABLE LIMITED PARTNERS' CAPITAL The fair value of redeemable limited partners’ capital was reclassified from temporary equity in the mezzanine section of the Consolidated Balance Sheets to additional paid in capital as a component of permanent equity at July 31, 2020. As a result, there were no adjustments to the fair value of redeemable limited partners’ capital for the years ended June 30, 2023 and 2022. For the year ended June 30, 2021, the Company recorded adjustments of $(26.7) million to the fair value of redeemable limited partners’ capital as an adjustment of redeemable limited partners’ capital to redemption amount in the accompanying Consolidated Statements of Income and Comprehensive Income. Subsequent to July 31, 2020, there were no adjustments to the fair value of redeemable limited partners’ capital recorded in the accompanying Consolidated Statements of Income and Comprehensive Income. The table below provides a summary of the changes in the redeemable limited partners’ capital for the year ended June 30, 2021 (in thousands). There were no changes in redeemable limited partners’ capital for the years ended June 30, 2023 and 2022. 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) June 30, 2021 $ — $ — $ — |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | (11) STOCKHOLDERS' EQUITY As of June 30, 2023, there were 119,158,483 shares of the Company’s Class A common stock, par value $0.01 per share, outstanding. On August 5, 2021, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of our outstanding Class A common stock during fiscal year 2022 through open market purchases or privately negotiated transactions. As of June 30, 2022, the Company completed its stock repurchase program and purchased approximately 6.4 million shares of Class A common stock at an average price of $38.88 per share for a total purchase price of $250.0 million. Holders of Class A common stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Class A common stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Class A common stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any. The Company paid quarterly cash dividends of $0.21 per share on outstanding shares of Class A common stock to stockholders on each of September 15, 2022, December 15, 2022, March 15, 2023 and June 15, 2023. On August 10, 2023, the Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on September 15, 2023 to stockholders of record on September 1, 2023. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Jun. 30, 2023 | |
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. Except when the effect would be anti-dilutive, the diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of all potentially issuable dilutive shares of Class A common stock. The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts): Year Ended June 30, 2023 2022 2021 Numerator for basic and diluted earnings per share: Net income attributable to stockholders (a) $ 175,026 $ 265,867 $ 260,837 Denominator for earnings per share: Basic weighted average shares outstanding (b) 118,767 120,220 116,527 Effect of dilutive securities: (c) Stock options 81 206 301 Restricted stock 524 510 376 Performance share awards 517 732 328 Diluted weighted average shares and assumed conversions 119,889 121,668 117,532 Earnings per share attributable to stockholders: Basic $ 1.47 $ 2.21 $ 2.24 Diluted $ 1.46 $ 2.19 $ 2.22 _________________________________ (a) Net income from continuing operations attributable to stockholders was calculated as follows (in thousands): Year Ended June 30, 2023 2022 2021 Net income from continuing operations $ 174,887 $ 268,318 $ 304,584 Net income from continuing operations attributable to non-controlling interest 139 (2,451) (17,062) Adjustment of redeemable limited partners’ capital to redemption amount — — (26,685) Net income from continuing operations attributable to stockholders $ 175,026 $ 265,867 $ 260,837 (b) Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Class A common stock for the years ended June 30, 2023, 2022 and 2021. (c) For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the year ended June 30, 2022, the effect of 0.6 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2021, the effect of 1.8 million stock options and restricted stock units and 5.6 million Class B common units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect and 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2023 | |
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. For the years ended June 30, 2023, 2022 and 2021, the associated deferred tax benefit was calculated at rates of 25%, 25% and 26%, respectively, which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company’s current effective income tax rate. See Note 15 - Income Taxes for further information. Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Year Ended June 30, 2023 2022 2021 Pre-tax stock-based compensation expense $ 13,734 $ 46,229 $ 35,425 Deferred tax benefit (a) 3,174 8,787 6,167 Total stock-based compensation expense, net of tax $ 10,560 $ 37,442 $ 29,258 _________________________________ (a) For the years ended June 30, 2023, 2022 and 2021, the deferred tax benefit was reduced by $0.3 million, $3.0 million and $3.0 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 June 30, 2023, there were approximately 3.6 million shares available for grant under the 2013 Equity Incentive Plan. The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2023: Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 991,758 31.20 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (428,126) 27.34 Forfeited (87,527) 35.79 (104,237) 33.44 (2,906) 35.65 Outstanding at June 30, 2023 1,847,790 $ 33.11 1,470,824 $ 33.08 465,322 $ 33.15 Stock options outstanding and exercisable at June 30, 2023 465,322 $ 33.15 Prior to June 1, 2023, 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. Beginning June 1, 2023, restricted stock units and restricted stock awards issued and outstanding for employees generally vest ratably over the service period. 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 generally expire either twelve months after an employee’s termination with the Company or 90 days after an employee’s termination with the Company, depending on the termination circumstances. Stock options generally vest in equal annual installments over three years. Unrecognized stock-based compensation expense at June 30, 2023 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 34,517 2.3 years Performance share awards 15,446 1.8 years Total unrecognized stock-based compensation expense $ 49,963 2.1 years At June 30, 2023, there was no unrecognized stock-based compensation expense for outstanding stock options. The stock options exercised during the year ended June 30, 2023 had an aggregate intrinsic value of $1.3 million, and the stock options outstanding and exercisable at June 30, 2023 had zero aggregate intrinsic value. |
POST-RETIREMENT BENEFITS
POST-RETIREMENT BENEFITS | 12 Months Ended |
Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | |
POST-RETIREMENT BENEFITS | (14) POST-RETIREMENT BENEFITS The Company maintains a defined contribution 401(k) retirement savings plan which covers employees who meet certain age and service requirements. This plan allows for employee contributions of up to 30% and matching employer contributions of up to 4% of the total contributions, not to exceed certain limits. The Company’s 401(k) expense related to such matching of employee contributions was $12.8 million, $12.1 million and $11.2 million for the years ended June 30, 2023, 2022 and 2021, respectively. The Company also maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of certain tax limits . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (15) INCOME TAXES At the consummation of the Subsidiary Reorganization on December 1, 2021, the Company recorded a one-time deferred tax benefit of $33.5 million, primarily driven by deferred tax remeasurement due to tax rate changes and a valuation allowance release. Significant components of consolidated income tax expense (benefit) are as follows (in thousands): Year Ended June 30, 2023 2022 2021 Current: Federal $ 692 $ 864 $ 22,356 State 3,016 926 7,393 Total current tax expense 3,708 1,790 29,749 Deferred: Federal 54,146 49,335 22,165 State 17,257 7,457 (105,857) Total deferred tax expense (benefit) 71,403 56,792 (83,692) Total income tax expense (benefit) $ 75,111 $ 58,582 $ (53,943) The reconciliation between the Company’s income tax expense (benefit) and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2023, 2022 and 2021, is as follows (in thousands): Year Ended June 30, 2023 2022 2021 Tax at federal statutory rate $ 51,658 $ 68,649 $ 52,635 Partnership income not subject to tax 47 (701) (4,375) State taxes (net of federal benefit) 11,212 14,138 9,880 Remeasurement adjustments and other permanent items 4,628 8,118 7,124 Change in valuation allowance 52 (31,361) (25,328) Deferred tax remeasurement 7,720 (242) (113,213) Uncertain tax position 1,092 842 1,293 Change in tax status — — 19,514 Other (1,298) (861) (1,473) Total income tax expense (benefit) $ 75,111 $ 58,582 $ (53,943) Effective tax rate 30.0 % 17.9 % (21.5) % The fiscal year 2023 effective tax rate of 30.0% differs from the statutory income tax rate of 21.0% largely driven by deferred tax remeasurement due to state tax rate changes. The fiscal year 2022 effective tax rate of 17.9% differs from the statutory income tax rate of 21.0% primarily driven by the aforementioned one-time deferred tax remeasurement and valuation allowance release as a result of the Subsidiary Reorganization. The fiscal year 2021 effective tax rate of (21.5)% differs from the statutory income tax rate of 21.0% primarily driven by the consummation of the merger on August 11, 2020. The Company simplified its tax structure, resulting in the Company and its subsidiaries forming one consolidated filing group for federal income tax purposes. As a result, the Company recorded a one-time deferred tax benefit of $108.8 million, primarily driven by deferred tax remeasurement due to tax rate changes and a valuation allowance release. Deferred Income Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2023 and 2022 are presented below (in thousands): June 30, 2023 2022 Deferred tax asset Purchased intangible assets and depreciation $ 558,622 $ 631,415 Stock compensation 9,818 15,125 Accrued expenses 51,158 49,161 Net operating losses and credits 38,271 50,742 Other 12,681 5,787 Total deferred tax assets 670,550 752,230 Valuation allowance for deferred tax assets (4,604) (4,552) Net deferred tax assets 665,946 747,678 Deferred tax liability Other liabilities (12,317) (22,646) Net deferred tax asset $ 653,629 $ 725,032 As of June 30, 2023 and 2022, the Company had net deferred tax assets of $653.6 million and $725.0 million, respectively. The decrease is largely attributable to the tax deductible goodwill intangible. At June 30, 2023, the Company had federal and state net operating loss carryforwards of $100.2 million and $125.5 million, respectively, primarily attributable to PHSI and PSCI. The resulting federal and state deferred tax assets are $21.1 million and $6.3 million, respectively. The federal and state net operating loss carryforwards generated prior to fiscal year 2019 expire between the years ended June 30, 2024 through June 30, 2038 while the net operating losses generated in fiscal year 2019 and beyond can be carried forward indefinitely, until utilized. A valuation allowance was established for federal and state losses as the Company believes it is more likely than not that a portion of these losses will not be realized in the near future. At June 30, 2023, the Company had federal research and development credit carryforwards of $12.4 million. The federal credit carryforwards expire at various times between the years ended June 30, 2024 through June 30, 2040, until utilized. As a result of the Subsidiary Reorganization, the Company believes it is more likely than not that the federal and state credit carryforwards will be realized in the near future, so the previously recorded valuation allowance was released during the year ended June 30, 2022. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $4.6 million against its deferred tax assets at June 30, 2023. The valuation allowance remained flat compared to the $4.6 million valuation allowance recorded as of June 30, 2022. Unrecognized Tax Benefits The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in other liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2023, 2022 and 2021 are as follows (in thousands): Year Ended June 30, 2023 2022 2021 Beginning of year balance $ 17,124 $ 16,704 $ 15,596 Increases in prior period tax positions 189 120 111 Decreases in prior period tax positions (752) (63) — Reductions on settlements and lapse in statute of limitations (16) (21) (27) Increases in current period tax positions 367 384 1,024 End of year balance $ 16,912 $ 17,124 $ 16,704 If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision would be impacted by $16.3 million, $15.6 million and $14.8 million, including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2023, 2022 and 2021, respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $5.5 million and $4.4 million at June 30, 2023 and 2022, respectively. Federal tax returns for tax years June 30, 2019 through 2022 remain open as of June 30, 2023. The Company is subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (16) 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 Consolidated Statements of Income and Comprehensive Income was $8.6 million, $16.6 million and $11.3 million for the years ended June 30, 2023 , 2022 and 2021 , respectively. As of March 3, 2023, the Company no longer recognizes equity earnings from FFF (see Note 4 - Investments). 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 $5.7 million, $6.3 million and $6.0 million during the years ended June 30, 2023 , 2022 and 2021 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (17) COMMITMENTS AND CONTINGENCIES Operating Leases Operating lease expense was $10.0 million, $10.1 million and $10.8 million for the years ended June 30, 2023, 2022 and 2021, respectively. As of June 30, 2023, the weighted average remaining lease term was 2.9 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): 2024 $ 12,381 2025 12,389 2026 9,005 2027 1,324 2028 — Total future minimum lease payments 35,099 Less: imputed interest 1,947 Total operating lease liabilities (a) $ 33,152 _________________________________ (a) As of June 30, 2023, total operating lease liabilities included $11.3 million within other current liabilities in the Consolidated Balance Sheets. Other Matters The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include stockholder derivative |
SEGMENTS
SEGMENTS | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | (18) SEGMENTS The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI , the Company’s technology and services platform; Contigo Health , the Company’s direct-to-employer business; and Remitra , the Company’s digital invoicing and payables automation business. The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands): Year Ended June 30, 2023 2022 2021 Net revenue: Supply Chain Services Net administrative fees $ 611,035 $ 601,128 $ 572,700 Software licenses, other services and support 44,261 37,312 26,812 Services and software licenses 655,296 638,440 599,512 Products 244,659 393,506 744,122 Total Supply Chain Services (a)(b) 899,955 1,031,946 1,343,634 Performance Services Software licenses, other services and support SaaS-based products subscriptions 187,618 193,586 198,512 Consulting services 80,292 64,087 58,851 Software licenses 72,376 65,621 56,157 Other 95,891 77,689 63,998 Total Performance Services (a) 436,177 400,983 377,518 Total segment net revenue 1,336,132 1,432,929 1,721,152 Eliminations (a) (37) (28) — Net revenue $ 1,336,095 $ 1,432,901 $ 1,721,152 _________________________________ (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. (b) Consolidated net revenue for the fiscal year ended June 30, 2021 included revenue generated from our largest customer, a non-healthcare customer, which accounted for approximately 15% of our consolidated net revenue. The significant increase in revenue generated from our largest customer in the fiscal year ended June 30, 2021 was due to the increase in products revenue primarily as of result of the COVID-19 pandemic. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Year Ended June 30, Depreciation and amortization expense (a) : 2023 2022 2021 Supply Chain Services $ 54,425 $ 55,424 $ 37,073 Performance Services 71,006 64,674 75,391 Corporate 8,362 9,009 8,598 Total depreciation and amortization expense $ 133,793 $ 129,107 $ 121,062 Capital expenditures: Supply Chain Services $ 26,545 $ 29,677 $ 10,408 Performance Services 51,532 51,298 72,068 Corporate 4,225 6,465 6,400 Total capital expenditures $ 82,302 $ 87,440 $ 88,876 Year Ended June 30, Total assets: 2023 2022 Supply Chain Services $ 1,317,076 $ 1,406,108 Performance Services 1,209,353 1,054,687 Corporate 845,062 896,336 Total assets 3,371,491 3,357,131 Eliminations (b) (4) (4) Total assets, net $ 3,371,487 $ 3,357,127 _________________________________ (a) Includes amortization of purchased intangible assets. (b) Includes eliminations of intersegment transactions which occur during the ordinary course of business. The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses, and non-recurring or non-cash items, and including equity in net income of unconsolidated affiliates. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations. For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see “Our Use of Non-GAAP Financial Measures” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. A reconciliation of income before income taxes to the unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands): Year Ended June 30, 2023 2022 2021 Income before income taxes $ 249,998 $ 326,900 $ 250,641 Equity in net income of unconsolidated affiliates (a) (16,068) (23,505) (21,073) Interest expense, net 14,470 11,142 11,964 (Gain) loss on FFF put and call rights (b) — (64,110) 27,352 Other (income) expense, net (6,307) 9,646 (11,967) Operating income 242,093 260,073 256,917 Depreciation and amortization 85,691 85,171 76,309 Amortization of purchased intangible assets 48,102 43,936 44,753 Stock-based compensation (c) 14,355 46,809 35,915 Acquisition- and disposition-related expenses 17,151 11,453 18,095 Strategic initiative and financial restructuring-related expenses 13,831 18,005 6,990 Equity in net income of unconsolidated affiliates (a) 16,068 23,505 21,073 Deferred compensation plan expense (income) (d) 5,422 (9,401) 12,745 Impairment of assets 56,718 18,829 — Other reconciling items, net 352 302 433 Adjusted EBITDA $ 499,783 $ 498,682 $ 473,230 Segment Adjusted EBITDA: Supply Chain Services (e) $ 499,431 $ 500,854 $ 467,868 Performance Services (e) 123,859 126,938 132,225 Corporate (123,507) (129,110) (126,863) Adjusted EBITDA $ 499,783 $ 498,682 $ 473,230 _________________________________ (a) Refer to Note 4 - Investments for further information. (b) Refer to Note 5 - Fair Value Measurements for more information. (c) Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.6 million, $0.6 million and $0.5 million for the years ended June 30, 2023, 2022 and 2021, respectively. (d) Represents changes in deferred compensation plan liabilities resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets. (e) Includes intersegment revenue which is eliminated in consolidation. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | (19) QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2023 and 2022 (in thousands, except per share data): First Second Third Fourth Fiscal Year 2023 Net revenue $ 313,873 $ 359,626 $ 322,232 $ 340,364 Gross profit 201,985 242,741 219,070 232,493 Net income 42,959 64,374 48,649 18,905 Net (income) loss attributable to non-controlling interest (243) (328) (1,848) 2,558 Net income attributable to stockholders 42,716 64,046 46,801 21,463 Weighted average shares outstanding: Basic 118,351 118,787 118,872 119,064 Diluted 120,033 119,652 119,816 120,061 Earnings per share attributable to stockholders: Basic $ 0.36 $ 0.54 $ 0.39 $ 0.18 Diluted $ 0.36 $ 0.54 $ 0.39 $ 0.18 First Second Third Fourth Fiscal Year 2022 Net revenue $ 365,147 $ 379,215 $ 347,833 $ 340,706 Gross profit 211,976 236,500 212,477 224,086 Net income 121,306 77,232 39,069 30,711 Net loss (income) attributable to non-controlling interest 698 (1,687) (654) (808) Net income attributable to stockholders 122,004 75,545 38,415 29,903 Weighted average shares outstanding: Basic 122,945 121,181 118,697 118,001 Diluted 124,573 122,473 119,813 119,760 Earnings per share attributable to stockholders: Basic $ 0.99 $ 0.62 $ 0.32 $ 0.25 Diluted $ 0.97 $ 0.62 $ 0.32 $ 0.25 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (20) SUBSEQUENT EVENTS On July 25, 2023, the Company sold the equity interest in its wholly-owned subsidiary, Non-Healthcare Holdings LLC, to OMNIA for a purchase price estimated to be approximately $800.0 million, subject to certain adjustments, including a true-up adjustment to the purchase price to be paid within approximately eight months following such closing date. The Company subsequently received $689.2 million in cash consideration which includes $151.0 million in escrow subject to release upon certain members agreeing to consents. Non-Healthcare Holdings LLC held contracts pursuant to which the Company’s non-healthcare members participate in its group purchasing organizations. Pursuant to the terms of the equity purchase agreement, OMNIA purchased non-healthcare member agreements and the associated revenues from these agreements. For a period of at least 10 years following the closing of the transaction, the non-healthcare GPO members will continue to be able to make purchases through Premier’s group purchasing contracts. Both the Company and OMNIA will have aligned growth incentives and have the opportunity to economically benefit from non-healthcare GPO members’ continued purchasing through Premier’s contract portfolio. While the accounting for the transaction will be finalized in the first quarter of fiscal 2024, the Company anticipates recording the transaction as a sale of future revenues and the proceeds as debt on the Consolidated Balance Sheets. As the non-healthcare GPO members will continue to be able to make purchases and generate cash flows through the Company’s group purchasing contracts, the Company will continue to record revenue from these purchases with net proceeds provided to OMNIA being accounted for as a reduction to the debt. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Beginning Balance Additions/(Reductions) to Expense or Other Accounts Deductions Ending Balance Year ended June 30, 2023 Allowance for credit losses $ 2,798 1,775 810 $ 3,763 Deferred tax assets valuation allowance 4,552 52 — 4,604 Year ended June 30, 2022 Allowance for credit losses $ 2,284 2,153 1,639 $ 2,798 Deferred tax assets valuation allowance 35,913 (31,361) — 4,552 Year ended June 30, 2021 Allowance for credit losses $ 731 1,883 330 $ 2,284 Deferred tax assets valuation allowance 61,241 (25,328) — 35,913 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Supplementary Cash Flows Information The following table presents supplementary cash flows information for the years ended June 30, 2023, 2022 and 2021 (in thousands): Year Ended June 30, 2023 2022 2021 Supplemental schedule of cash flows information: Interest paid $ 18,712 $ 11,256 $ 11,888 Income taxes paid 4,593 3,103 44,011 Supplemental schedule of non-cash investing and financing activities: Non-cash investment in unconsolidated affiliates 8,819 — — Non-cash additions to property and equipment 2,731 402 755 Accrued dividend equivalents 1,032 963 686 Increase in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease in stockholders' equity — — 26,685 Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners — — (2,437) Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments — — 331 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 Increase in additional paid-in capital related to final exchange by member owners — — 517,526 |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
Business Combinations | Business Combinations The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Accounts Receivable | Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely 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, economic conditions are monitored 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 Costs, Deferred Revenue and Revenue Recognition | Contract Assets Supply Chain Services contract assets represent estimated member and other customer purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized a provision for contract assets associated with administrative fees. Performance Services contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes Performance Services’ contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary. Contract Costs Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income. Deferred Revenue Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed. Revenue Recognition The Company accounts for a contract with a customer when the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts, and variable fees based on performance. The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments and to make estimates about the effect of matters inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration. Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material. 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 deliverable arrangements such as licensing fees, subscription fees and professional fees for consulting services. Net Administrative Fees Revenue Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in service revenue in the accompanying Consolidated Statements of Income and Comprehensive Income. The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets. Generally, the Company pays a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets. Products Revenue The Company’s direct sourcing business generates revenue primarily through products sold to the Company’s members, other customers or distributors. Revenue is recognized once control of products has been transferred to the customer and is recorded net of discounts and rebates offered to customers. Discounts and rebates are estimated based on contractual terms and historical trends. Software Licenses, Other Services and Support Revenue The Company generates software licenses, other services and support revenue through Supply Chain Services and Performance Services. Within Supply Chain Services, in addition to net administrative fee revenue and product revenue, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities. GPO. The GPO generates revenue from members that participate in our performance groups. Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed. Purchased Services. Purchased services generate revenue through subscription fees for SaaS-based products and term licenses. Subscription fees are generally billed on a monthly basis, and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Revenue on licensing is recognized upon delivery of the software code and revenue from hosting and maintenance is recognized ratably over the life of the contract. Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through the three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions to performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees pursuant to the TRPN acquisition (as defined in Note 3 - Business Acquisitions). Remitra’s main source of revenue is fees from healthcare suppliers and providers. PINC AI: SaaS-based Products Subscriptions: SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three Software Licenses: Enterprise analytics licenses include term licenses that range from three Consulting Services: Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers. Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain. Other Miscellaneous Revenue: • Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data. • Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care and is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking. • Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations. Contigo Health: Contigo Health revenue consists of third-party administrator fees, fees from the centers of excellence program, and cost containment and wrap network fees. Third-party administrator fees consist of integrated fees for the processing of self-insured healthcare plan claims. Revenue is recognized in the period in which the services have been provided. Fees from the centers of excellence program consist of administrative fees for access to a specialized care network of proven healthcare providers. Revenue is recognized in the period in which the services have been provided. Cost containment and wrap network fees consist of fees associated with the repricing of insurance claims. Revenue is estimated and recognized in the period in which the services have been provided. Remitra: Revenue for Remitra primarily consists of fees from healthcare suppliers and providers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners. Within Supply Chain Services, in addition to net administrative fee revenue and product revenue, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities. GPO. The GPO generates revenue from members that participate in our performance groups. Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed. Purchased Services. Purchased services generate revenue through subscription fees for SaaS-based products and term licenses. Subscription fees are generally billed on a monthly basis, and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Revenue on licensing is recognized upon delivery of the software code and revenue from hosting and maintenance is recognized ratably over the life of the contract. Multiple Deliverable Arrangements The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the stand-alone selling price when it is sold separately in a stand-alone arrangement. |
Inventory | Inventory Inventory consisting of finished goods, primarily medical products, are stated at the lower of cost or net realizable values on an average cost basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. As of June 30, 2023 and 2022, these provisions were $10.8 million and $19.2 million, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 7 - Supplemental Balance Sheet Information. Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years, and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $77.8 million and $48.7 million during the years ended June 30, 2023 and 2022, respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used and the effects of obsolescence, demand, competition and other economic factors. |
Intangible Assets | Intangible Assets Definite-lived intangible assets consist primarily of member relationships, provider networks, technology, customer relationships, trade names and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 8 - Goodwill and Intangible Assets. The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used and the effects of obsolescence, demand and competition, as well as other economic factors. |
Goodwill | Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. |
Deferred Compensation Plan Assets and Related Liabilities | Deferred Compensation Plan Assets and Related Liabilities The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. |
Leases | Leases The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. The related lease expense is recognized on a straight-line basis over the lease term. |
Redeemable Limited Partner's Capital | Redeemable Limited Partners’ Capital The fair value of redeemable limited partners’ capital at July 31, 2020 was reclassified from temporary equity in the mezzanine section of the Consolidated Balance Sheets to additional paid-in capital as a component of permanent equity. Prior to July 31, 2020, the Company recorded redeemable limited partners’ capital as temporary equity in the mezzanine section of the Consolidated Balance Sheets at the redemption amount, which represented the greater of the book value or redemption amount of Class B common units per the Amended and Restated Limited Partnership Agreement at the reporting date. |
Cost of Revenue | Cost of Revenue Cost of services and software licenses revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and capitalized implementation services related to SaaS informatics products. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internally-developed software. Cost of products revenue consists of logistics costs for direct sourced medical products. |
Selling, General and Administrative Expenses | Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees, indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, expenses incurred to maintain the Company’s software-related products and services and other general overhead expenses. |
Research and Development Expenses | Research and development expenses consist of employee-related compensation and benefits expenses and third-party consulting fees of technology professionals for internally-developed computer software that are incurred prior to reaching technological feasibility. |
Amortization of Purchased Intangible Assets | Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations. The Company adjusts its tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserves and related estimated interest charges that are considered appropriate. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in stockholders’ equity during a period from non-owner sources. Net income and other comprehensive income are reported, net of their related tax effect, to arrive at comprehensive income. |
Basic and Diluted Earnings (Loss) per Share (''EPS'') | Basic and Diluted Earnings per Share (“EPS”) Basic EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potentially issuable dilutive shares of Class A common stock, unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock increased by the dilutive effects of potentially issuable dilutive shares of Class A common stock during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-08”), which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The Company adopted ASU 2021-08 during the second quarter of fiscal 2023. The standard did not have a material impact on the Company’s financial statements nor its related disclosures. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Supplementary Cash Flow Information | The following table presents supplementary cash flows information for the years ended June 30, 2023, 2022 and 2021 (in thousands): Year Ended June 30, 2023 2022 2021 Supplemental schedule of cash flows information: Interest paid $ 18,712 $ 11,256 $ 11,888 Income taxes paid 4,593 3,103 44,011 Supplemental schedule of non-cash investing and financing activities: Non-cash investment in unconsolidated affiliates 8,819 — — Non-cash additions to property and equipment 2,731 402 755 Accrued dividend equivalents 1,032 963 686 Increase in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease in stockholders' equity — — 26,685 Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners — — (2,437) Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments — — 331 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 Increase in additional paid-in capital related to final exchange by member owners — — 517,526 |
INVESTMENTS - (Tables)
INVESTMENTS - (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule Of Equity Method Investments | The Company’s investments in unconsolidated affiliates consisted of the following (in thousands): Carrying Value Equity in Net Income June 30, Year Ended June 30, 2023 2022 2023 2022 2021 FFF $ 136,080 $ 137,162 $ 8,571 $ 16,614 $ 11,344 Exela 32,905 27,733 5,172 1,733 — Qventus 16,000 16,000 — — — Prestige 15,503 15,597 921 4,303 8,856 Other investments 31,338 19,053 1,404 855 873 Total investments $ 231,826 $ 215,545 $ 16,068 $ 23,505 $ 21,073 The following table shows summarized unaudited financial information for FFF, which met the 10% asset test for the year ended June 30, 2022 (in thousands): June 30, 2022 Total current assets $ 841,555 Total non-current assets 103,298 Total current liabilities 463,863 Total non-current liabilities 325,693 Non-controlling equity 76,096 The following table shows summarized unaudited results of operations information for FFF, which met the 10% asset test for the years ended June 30, 2022 and 2021 (in thousands): Year Ended June 30, 2022 2021 Revenue $ 2,728,855 $ 2,047,494 Gross profit 150,980 122,890 Income from operations 55,379 41,643 Net income 33,215 23,841 Net income attributable to non-controlling interest 16,275 11,682 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets at Fair Value on a Recurring Basis | The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value of Financial Assets and Liabilities Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2023 Cash equivalents $ 77 $ 77 $ — $ — Deferred compensation plan assets 55,566 55,566 — — Total assets $ 55,643 $ 55,643 $ — $ — Earn-out liabilities $ 26,603 $ — $ — $ 26,603 Total liabilities $ 26,603 $ — $ — $ 26,603 June 30, 2022 Cash equivalents $ 75 $ 75 $ — $ — Deferred compensation plan assets 52,718 52,718 — — Total assets $ 52,793 $ 52,793 $ — $ — Earn-out liabilities $ 22,789 $ — $ — $ 22,789 Total liabilities $ 22,789 $ — $ — $ 22,789 |
Schedule Of Fair Value Measurement Inputs and Valuation Techniques | As of June 30, Input assumptions 2023 2022 Probability of transferred member renewal percentage < 50% 5.0 % 5.0 % Probability of transferred member renewal percentage between 50% and 65% 10.0 % 10.0 % Probability of transferred member renewal percentage between 65% and 80% 25.0 % 25.0 % Probability of transferred member renewal percentage > 80% 60.0 % 60.0 % Credit spread 1.6 % 1.6 % (a) The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020. |
Schedule Of Reconciliation Earn-Out Liabilities and FFF Put and Call Rights | A reconciliation of the FFF Put Right and earn-out liabilities is as follows (in thousands): Beginning Balance Purchases (Settlements) (a) (Gains)/Losses (b) Ending Balance Year Ended June 30, 2023 Earn-out liabilities $ 22,789 $ 1,460 $ 2,354 $ 26,603 Total Level 3 liabilities $ 22,789 $ 1,460 $ 2,354 $ 26,603 Year Ended June 30, 2022 Earn-out liabilities $ 24,249 $ — $ (1,460) $ 22,789 FFF put right 64,110 (64,110) — — Total Level 3 liabilities $ 88,359 $ (64,110) $ (1,460) $ 22,789 _________________________________ (a) Purchases for the year ended June 30, 2023 includes an earn-out which has not been earned or paid as of June 30, 2023. Settlements for the year ended June 30, 2022 includes non-cash gain recognized as a result of the termination of the FFF Put Right and the derecognition of the FFF Put Right liability. (b) Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balance will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income. |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Accounts Receivable, Net | Trade accounts receivable consisted of amounts due for services and products from hospital and healthcare members, distributors and other customers. Accounts receivable, net consisted of the following (in thousands): June 30, 2023 2022 Trade accounts receivable $ 117,655 $ 114,214 Other 518 1,958 Total accounts receivable 118,173 116,172 Allowance for credit losses (2,878) (2,043) Accounts receivable, net $ 115,295 $ 114,129 |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): June 30, Useful life 2023 2022 Capitalized software 2-5 years $ 785,260 $ 705,319 Computer hardware 3-5 years 63,281 60,399 Furniture and other equipment 5 years 7,049 7,097 Leasehold improvements Lesser of estimated useful life or term of lease 19,272 19,208 Total property and equipment 874,862 792,023 Accumulated depreciation and amortization (662,554) (578,644) Property and equipment, net $ 212,308 $ 213,379 |
Schedule of Other Long-term Assets | Other long-term assets consisted of the following (in thousands): June 30, 2023 2022 Contract assets, less current portion $ 56,372 $ 54,441 Capitalized contract costs 24,414 22,894 Acurity prepaid contract administrative fee share, less current portion 9,700 29,099 Notes receivable 4,700 — Other (a) 14,929 7,720 Total other long-term assets $ 110,115 $ 114,154 _________________________________ (a) Includes deferred loan costs, net of $3.5 million and $0.9 million as of June 30, 2023 and 2022, respectively. |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2023 2022 Earn-out liability, less current portion $ 23,128 $ 22,789 Reserve for uncertain tax positions 22,915 18,799 Other 1,159 986 Total other long-term liabilities $ 47,202 $ 42,574 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of goodwill by segment is as follows (in thousands): Supply Chain Services Performance Services Total June 30, 2022 $ 388,502 $ 611,411 $ 999,913 Acquisition of businesses and assets — 69,160 69,160 Impairment (2,296) (54,422) (56,718) June 30, 2023 $ 386,206 $ 626,149 $ 1,012,355 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, 2023 June 30, 2022 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Member relationships 14.7 years $ 386,100 $ (136,751) $ 249,349 $ 386,100 $ (110,593) $ 275,507 Provider Network 15.0 years 106,500 (5,029) 101,471 — — — Technology 7.1 years 99,317 (67,581) 31,736 98,017 (61,287) 36,730 Customer relationships 9.4 years 57,930 (31,846) 26,084 47,830 (27,339) 20,491 Trade names 6.7 years 18,920 (11,983) 6,937 17,210 (9,951) 7,259 Non-compete agreements 5.2 years 17,715 (9,738) 7,977 17,315 (6,781) 10,534 Other (a) 9.3 years 9,232 (2,756) 6,476 7,682 (1,631) 6,051 Total $ 695,714 $ (265,684) $ 430,030 $ 574,154 $ (217,582) $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2023 2022 Supply Chain Services $ 269,710 $ 301,611 Performance Services (a) 160,320 54,961 Total intangible assets, net $ 430,030 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, 2023 June 30, 2022 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Member relationships 14.7 years $ 386,100 $ (136,751) $ 249,349 $ 386,100 $ (110,593) $ 275,507 Provider Network 15.0 years 106,500 (5,029) 101,471 — — — Technology 7.1 years 99,317 (67,581) 31,736 98,017 (61,287) 36,730 Customer relationships 9.4 years 57,930 (31,846) 26,084 47,830 (27,339) 20,491 Trade names 6.7 years 18,920 (11,983) 6,937 17,210 (9,951) 7,259 Non-compete agreements 5.2 years 17,715 (9,738) 7,977 17,315 (6,781) 10,534 Other (a) 9.3 years 9,232 (2,756) 6,476 7,682 (1,631) 6,051 Total $ 695,714 $ (265,684) $ 430,030 $ 574,154 $ (217,582) $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. The net carrying value of intangible assets by segment was as follows (in thousands): June 30, 2023 2022 Supply Chain Services $ 269,710 $ 301,611 Performance Services (a) 160,320 54,961 Total intangible assets, net $ 430,030 $ 356,572 _________________________________ (a) Includes a $1.0 million indefinite-lived asset. |
Schedule of Estimated Aggregate Amortization Expense | The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2024 $ 49,761 2025 48,136 2026 46,892 2027 44,240 2028 39,197 Thereafter 200,804 Total amortization expense $ 429,030 |
DEBT AND NOTES PAYABLE (Tables)
DEBT AND NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt and notes payable consisted of the following (in thousands): June 30, 2023 2022 Credit Facility $ 215,000 $ 150,000 Notes payable to members, net of discount 201,188 298,994 Other notes payable 2,280 5,333 Total debt and notes payable 418,468 454,327 Less: current portion (316,211) (250,859) Total long-term debt and notes payable $ 102,257 $ 203,468 |
Schedule of Future Minimum Principal Payments of Notes Payable | Future minimum principal payments on the notes as of June 30, 2023 are as follows (in thousands): 2024 $ 104,231 2025 103,419 2026 — 2027 — 2028 — Total principal payments $ 207,650 |
REDEEMABLE LIMITED PARTNERS' _2
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Changes in Redeemable Limited Partners' Capital | The table below provides a summary of the changes in the redeemable limited partners’ capital for the year ended June 30, 2021 (in thousands). There were no changes in redeemable limited partners’ capital for the years ended June 30, 2023 and 2022. 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) June 30, 2021 $ — $ — $ — |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Common Shares Used for Earnings (Loss) Per Share | The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts): Year Ended June 30, 2023 2022 2021 Numerator for basic and diluted earnings per share: Net income attributable to stockholders (a) $ 175,026 $ 265,867 $ 260,837 Denominator for earnings per share: Basic weighted average shares outstanding (b) 118,767 120,220 116,527 Effect of dilutive securities: (c) Stock options 81 206 301 Restricted stock 524 510 376 Performance share awards 517 732 328 Diluted weighted average shares and assumed conversions 119,889 121,668 117,532 Earnings per share attributable to stockholders: Basic $ 1.47 $ 2.21 $ 2.24 Diluted $ 1.46 $ 2.19 $ 2.22 _________________________________ (a) Net income from continuing operations attributable to stockholders was calculated as follows (in thousands): Year Ended June 30, 2023 2022 2021 Net income from continuing operations $ 174,887 $ 268,318 $ 304,584 Net income from continuing operations attributable to non-controlling interest 139 (2,451) (17,062) Adjustment of redeemable limited partners’ capital to redemption amount — — (26,685) Net income from continuing operations attributable to stockholders $ 175,026 $ 265,867 $ 260,837 (b) Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Class A common stock for the years ended June 30, 2023, 2022 and 2021. (c) For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period. For the year ended June 30, 2022, the effect of 0.6 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2021, the effect of 1.8 million stock options and restricted stock units and 5.6 million Class B common units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect and 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. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense and Resulting Deferred Tax Benefits | Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands): Year Ended June 30, 2023 2022 2021 Pre-tax stock-based compensation expense $ 13,734 $ 46,229 $ 35,425 Deferred tax benefit (a) 3,174 8,787 6,167 Total stock-based compensation expense, net of tax $ 10,560 $ 37,442 $ 29,258 _________________________________ (a) For the years ended June 30, 2023, 2022 and 2021, the deferred tax benefit was reduced by $0.3 million, $3.0 million and $3.0 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 Restricted Stock Units | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2023: Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 991,758 31.20 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (428,126) 27.34 Forfeited (87,527) 35.79 (104,237) 33.44 (2,906) 35.65 Outstanding at June 30, 2023 1,847,790 $ 33.11 1,470,824 $ 33.08 465,322 $ 33.15 Stock options outstanding and exercisable at June 30, 2023 465,322 $ 33.15 |
Schedule of Performance Share Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2023: Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 991,758 31.20 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (428,126) 27.34 Forfeited (87,527) 35.79 (104,237) 33.44 (2,906) 35.65 Outstanding at June 30, 2023 1,847,790 $ 33.11 1,470,824 $ 33.08 465,322 $ 33.15 Stock options outstanding and exercisable at June 30, 2023 465,322 $ 33.15 |
Schedule of Stock Options Awards | The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2023: Restricted Stock Performance Share Awards Stock Options Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Fair Value at Grant Date Number of Options Weighted Average Exercise Price Outstanding at June 30, 2022 1,201,130 $ 35.59 1,578,795 $ 33.66 896,354 $ 30.38 Granted 991,758 31.20 823,009 35.34 — — Vested/exercised (257,571) 36.37 (826,743) 36.35 (428,126) 27.34 Forfeited (87,527) 35.79 (104,237) 33.44 (2,906) 35.65 Outstanding at June 30, 2023 1,847,790 $ 33.11 1,470,824 $ 33.08 465,322 $ 33.15 Stock options outstanding and exercisable at June 30, 2023 465,322 $ 33.15 |
Schedule of Unrecognized Compensation | Unrecognized stock-based compensation expense at June 30, 2023 was as follows (in thousands): Unrecognized Stock-Based Compensation Expense Weighted Average Amortization Period Restricted stock $ 34,517 2.3 years Performance share awards 15,446 1.8 years Total unrecognized stock-based compensation expense $ 49,963 2.1 years |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Significant components of consolidated income tax expense (benefit) are as follows (in thousands): Year Ended June 30, 2023 2022 2021 Current: Federal $ 692 $ 864 $ 22,356 State 3,016 926 7,393 Total current tax expense 3,708 1,790 29,749 Deferred: Federal 54,146 49,335 22,165 State 17,257 7,457 (105,857) Total deferred tax expense (benefit) 71,403 56,792 (83,692) Total income tax expense (benefit) $ 75,111 $ 58,582 $ (53,943) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the Company’s income tax expense (benefit) and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2023, 2022 and 2021, is as follows (in thousands): Year Ended June 30, 2023 2022 2021 Tax at federal statutory rate $ 51,658 $ 68,649 $ 52,635 Partnership income not subject to tax 47 (701) (4,375) State taxes (net of federal benefit) 11,212 14,138 9,880 Remeasurement adjustments and other permanent items 4,628 8,118 7,124 Change in valuation allowance 52 (31,361) (25,328) Deferred tax remeasurement 7,720 (242) (113,213) Uncertain tax position 1,092 842 1,293 Change in tax status — — 19,514 Other (1,298) (861) (1,473) Total income tax expense (benefit) $ 75,111 $ 58,582 $ (53,943) Effective tax rate 30.0 % 17.9 % (21.5) % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2023 and 2022 are presented below (in thousands): June 30, 2023 2022 Deferred tax asset Purchased intangible assets and depreciation $ 558,622 $ 631,415 Stock compensation 9,818 15,125 Accrued expenses 51,158 49,161 Net operating losses and credits 38,271 50,742 Other 12,681 5,787 Total deferred tax assets 670,550 752,230 Valuation allowance for deferred tax assets (4,604) (4,552) Net deferred tax assets 665,946 747,678 Deferred tax liability Other liabilities (12,317) (22,646) Net deferred tax asset $ 653,629 $ 725,032 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2023, 2022 and 2021 are as follows (in thousands): Year Ended June 30, 2023 2022 2021 Beginning of year balance $ 17,124 $ 16,704 $ 15,596 Increases in prior period tax positions 189 120 111 Decreases in prior period tax positions (752) (63) — Reductions on settlements and lapse in statute of limitations (16) (21) (27) Increases in current period tax positions 367 384 1,024 End of year balance $ 16,912 $ 17,124 $ 16,704 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Noncancelable Operating Leases | Future minimum lease payments under noncancelable operating leases with initial lease terms in excess of one year were as follows (in thousands): 2024 $ 12,381 2025 12,389 2026 9,005 2027 1,324 2028 — Total future minimum lease payments 35,099 Less: imputed interest 1,947 Total operating lease liabilities (a) $ 33,152 _________________________________ (a) As of June 30, 2023, total operating lease liabilities included $11.3 million within other current liabilities in the Consolidated Balance Sheets. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Net Revenue and EBITDA | The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands): Year Ended June 30, 2023 2022 2021 Net revenue: Supply Chain Services Net administrative fees $ 611,035 $ 601,128 $ 572,700 Software licenses, other services and support 44,261 37,312 26,812 Services and software licenses 655,296 638,440 599,512 Products 244,659 393,506 744,122 Total Supply Chain Services (a)(b) 899,955 1,031,946 1,343,634 Performance Services Software licenses, other services and support SaaS-based products subscriptions 187,618 193,586 198,512 Consulting services 80,292 64,087 58,851 Software licenses 72,376 65,621 56,157 Other 95,891 77,689 63,998 Total Performance Services (a) 436,177 400,983 377,518 Total segment net revenue 1,336,132 1,432,929 1,721,152 Eliminations (a) (37) (28) — Net revenue $ 1,336,095 $ 1,432,901 $ 1,721,152 _________________________________ (a) Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material. (b) Consolidated net revenue for the fiscal year ended June 30, 2021 included revenue generated from our largest customer, a non-healthcare customer, which accounted for approximately 15% of our consolidated net revenue. The significant increase in revenue generated from our largest customer in the fiscal year ended June 30, 2021 was due to the increase in products revenue primarily as of result of the COVID-19 pandemic. Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands): Year Ended June 30, Depreciation and amortization expense (a) : 2023 2022 2021 Supply Chain Services $ 54,425 $ 55,424 $ 37,073 Performance Services 71,006 64,674 75,391 Corporate 8,362 9,009 8,598 Total depreciation and amortization expense $ 133,793 $ 129,107 $ 121,062 Capital expenditures: Supply Chain Services $ 26,545 $ 29,677 $ 10,408 Performance Services 51,532 51,298 72,068 Corporate 4,225 6,465 6,400 Total capital expenditures $ 82,302 $ 87,440 $ 88,876 Year Ended June 30, Total assets: 2023 2022 Supply Chain Services $ 1,317,076 $ 1,406,108 Performance Services 1,209,353 1,054,687 Corporate 845,062 896,336 Total assets 3,371,491 3,357,131 Eliminations (b) (4) (4) Total assets, net $ 3,371,487 $ 3,357,127 _________________________________ (a) Includes amortization of purchased intangible assets. (b) Includes eliminations of intersegment transactions which occur during the ordinary course of business. |
Schedule of Reconciliation of Segment Adjusted EBITDA to Operating Income | A reconciliation of income before income taxes to the unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands): Year Ended June 30, 2023 2022 2021 Income before income taxes $ 249,998 $ 326,900 $ 250,641 Equity in net income of unconsolidated affiliates (a) (16,068) (23,505) (21,073) Interest expense, net 14,470 11,142 11,964 (Gain) loss on FFF put and call rights (b) — (64,110) 27,352 Other (income) expense, net (6,307) 9,646 (11,967) Operating income 242,093 260,073 256,917 Depreciation and amortization 85,691 85,171 76,309 Amortization of purchased intangible assets 48,102 43,936 44,753 Stock-based compensation (c) 14,355 46,809 35,915 Acquisition- and disposition-related expenses 17,151 11,453 18,095 Strategic initiative and financial restructuring-related expenses 13,831 18,005 6,990 Equity in net income of unconsolidated affiliates (a) 16,068 23,505 21,073 Deferred compensation plan expense (income) (d) 5,422 (9,401) 12,745 Impairment of assets 56,718 18,829 — Other reconciling items, net 352 302 433 Adjusted EBITDA $ 499,783 $ 498,682 $ 473,230 Segment Adjusted EBITDA: Supply Chain Services (e) $ 499,431 $ 500,854 $ 467,868 Performance Services (e) 123,859 126,938 132,225 Corporate (123,507) (129,110) (126,863) Adjusted EBITDA $ 499,783 $ 498,682 $ 473,230 _________________________________ (a) Refer to Note 4 - Investments for further information. (b) Refer to Note 5 - Fair Value Measurements for more information. (c) Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.6 million, $0.6 million and $0.5 million for the years ended June 30, 2023, 2022 and 2021, respectively. (d) Represents changes in deferred compensation plan liabilities resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets. (e) Includes intersegment revenue which is eliminated in consolidation. |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2023 and 2022 (in thousands, except per share data): First Second Third Fourth Fiscal Year 2023 Net revenue $ 313,873 $ 359,626 $ 322,232 $ 340,364 Gross profit 201,985 242,741 219,070 232,493 Net income 42,959 64,374 48,649 18,905 Net (income) loss attributable to non-controlling interest (243) (328) (1,848) 2,558 Net income attributable to stockholders 42,716 64,046 46,801 21,463 Weighted average shares outstanding: Basic 118,351 118,787 118,872 119,064 Diluted 120,033 119,652 119,816 120,061 Earnings per share attributable to stockholders: Basic $ 0.36 $ 0.54 $ 0.39 $ 0.18 Diluted $ 0.36 $ 0.54 $ 0.39 $ 0.18 First Second Third Fourth Fiscal Year 2022 Net revenue $ 365,147 $ 379,215 $ 347,833 $ 340,706 Gross profit 211,976 236,500 212,477 224,086 Net income 121,306 77,232 39,069 30,711 Net loss (income) attributable to non-controlling interest 698 (1,687) (654) (808) Net income attributable to stockholders 122,004 75,545 38,415 29,903 Weighted average shares outstanding: Basic 122,945 121,181 118,697 118,001 Diluted 124,573 122,473 119,813 119,760 Earnings per share attributable to stockholders: Basic $ 0.99 $ 0.62 $ 0.32 $ 0.25 Diluted $ 0.97 $ 0.62 $ 0.32 $ 0.25 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Jun. 30, 2023 director segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 2 |
Number of sub-brands | director | 3 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental schedule of cash flows information: | |||
Interest paid | $ 18,712 | $ 11,256 | $ 11,888 |
Income taxes paid | 4,593 | 3,103 | 44,011 |
Supplemental schedule of non-cash investing and financing activities: | |||
Non-cash investment in unconsolidated affiliates | 8,819 | 0 | 0 |
Non-cash additions to property and equipment | 2,731 | 402 | 755 |
Accrued dividend equivalents | 1,032 | 963 | 686 |
Increase in redeemable limited partners' capital for adjustment to fair value, with offsetting decrease in stockholders' equity | 0 | 0 | 26,685 |
Decrease in redeemable limited partners' capital, with offsetting increase in stockholders' equity related to quarterly exchanges by member owners | 0 | 0 | (2,437) |
Net increase in deferred tax assets related to departures and quarterly exchanges by member owners and other adjustments | 0 | 0 | 331 |
Net increase in deferred tax assets related to final exchange by member owners | 0 | 0 | 284,852 |
Reclassification of redeemable limited partners' capital to additional paid in capital | 0 | 0 | 1,754,607 |
Decrease in additional paid-in capital related to notes payable to members, net of discounts | 0 | 0 | 438,967 |
Net increase in additional paid-in capital related to departures and quarterly exchanges by member owners and other adjustments | 0 | 0 | 37,319 |
Increase in additional paid-in capital related to final exchange by member owners | $ 0 | $ 0 | $ 517,526 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Inventory (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Jun. 30, 2022 |
Accounting Policies [Abstract] | ||
Inventory provision | $ 10.8 | $ 19.2 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Narrative) (Details) - Capitalized software - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Capitalized costs related to software development for internal use | $ 77.8 | $ 48.7 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 01, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Goodwill impairment | $ 56,700 | $ 56,718 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Deferred Compensation Plan Assets and Related Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Non-current portion of deferred compensation plan assets | $ 50,300 | $ 47,400 | |
Deferred compensation plan expense (income) | 5,422 | (9,401) | $ 12,745 |
Other Income (Expense), Net | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Realized and unrealized gains on plan assets | 5,400 | (9,400) | 12,700 |
Selling, General and Administrative Expenses | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan expense (income) | 5,400 | (9,400) | $ 12,700 |
Prepaid Expenses And Other Current Assets | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets, current | $ 5,200 | $ 5,300 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2023 director | |
Deferred Revenue Arrangement [Line Items] | |
Number of sub-brands | 3 |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold (percent) | 1% |
Single serve arrangement maturity period | 3 months |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Administrative fees as a percent of the purchase price of goods and services sold (percent) | 3% |
Single serve arrangement maturity period | 5 years |
Clinical Analytics Subscriptions | Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Subscriptions agreement period | 3 years |
Implementation period after contract execution | 60 days |
Clinical Analytics Subscriptions | Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Subscriptions agreement period | 5 years |
Implementation period after contract execution | 240 days |
Enterprise Analytics Licenses | Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Subscriptions agreement period | 3 years |
Enterprise Analytics Licenses | Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Subscriptions agreement period | 10 years |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Selling, General and Administrative Expenses | |||
Property, Plant and Equipment [Line Items] | |||
Advertising costs | $ 7 | $ 6.5 | $ 4.8 |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands | Oct. 13, 2022 USD ($) provider | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,012,355 | $ 999,913 | |
TRPN | |||
Business Acquisition [Line Items] | |||
Business combination, number of provider contracts acquired | provider | 900,000 | ||
Other payments to acquire businesses | $ 17,800 | ||
Cash payment for acquisition | 177,500 | ||
Intangible assets | 116,600 | ||
Goodwill | $ 60,900 | $ 16,500 |
INVESTMENTS - Schedule Of Inves
INVESTMENTS - Schedule Of Investments In Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | $ 231,826 | $ 215,545 | |
Equity in Net Income | 16,068 | 23,505 | $ 21,073 |
FFF | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 136,080 | 137,162 | |
Equity in Net Income | 8,571 | 16,614 | 11,344 |
Exela | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 32,905 | 27,733 | |
Equity in Net Income | 5,172 | 1,733 | 0 |
Qventus | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 16,000 | 16,000 | |
Equity in Net Income | 0 | 0 | 0 |
Prestige | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 15,503 | 15,597 | |
Equity in Net Income | 921 | 4,303 | 8,856 |
Other investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying Value | 31,338 | 19,053 | |
Equity in Net Income | $ 1,404 | $ 855 | $ 873 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Millions | 12 Months Ended | ||||
Mar. 03, 2023 USD ($) | Jun. 30, 2022 investement | Jun. 30, 2021 investement | Jun. 30, 2023 director | Jan. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Unconsolidated Investment | investement | 1 | 1 | |||
FFF | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 49% | 49% | |||
Equity method investment, liquidation preference, value | $ | $ 32.3 | ||||
FFF | Class B Common Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, liquidation preference, increase (decrease) | $ | $ 24.8 | ||||
Exela | ExPre Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 6% | ||||
Prestige | PRAM Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 20% | ||||
ExPre Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 15% | ||||
Number of member health systems | director | 11 | ||||
PRAM Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 26% | ||||
Number of member health systems | director | 16 | ||||
Qventus | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Subsidiary ownership interest (percent) | 7% |
INVESTMENTS - Balance Sheet (De
INVESTMENTS - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Total current assets | $ 641,626 | $ 645,566 |
Total current liabilities | $ 815,463 | 753,137 |
FFF | ||
Schedule of Equity Method Investments [Line Items] | ||
Total current assets | 841,555 | |
Total non-current assets | 103,298 | |
Total current liabilities | 463,863 | |
Total non-current liabilities | 325,693 | |
Non-controlling equity | $ 76,096 |
INVESTMENTS - Income Statement
INVESTMENTS - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gross profit | $ 232,493 | $ 219,070 | $ 242,741 | $ 201,985 | $ 224,086 | $ 212,477 | $ 236,500 | $ 211,976 | $ 896,289 | $ 885,039 | $ 837,334 |
Income from operations | 174,887 | 268,318 | 304,584 | ||||||||
Net income | $ 18,905 | $ 48,649 | $ 64,374 | $ 42,959 | $ 30,711 | $ 39,069 | $ 77,232 | $ 121,306 | 174,887 | 268,318 | 304,584 |
Net income attributable to non-controlling interest | $ 0 | 0 | 11,845 | ||||||||
FFF | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenue | 2,728,855 | 2,047,494 | |||||||||
Gross profit | 150,980 | 122,890 | |||||||||
Income from operations | 55,379 | 41,643 | |||||||||
Net income | 33,215 | 23,841 | |||||||||
Net income attributable to non-controlling interest | $ 16,275 | $ 11,682 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 77 | $ 75 |
Deferred compensation plan assets | 55,566 | 52,718 |
Total assets | 55,643 | 52,793 |
Earn-out liabilities | 26,603 | 22,789 |
Total liabilities | 26,603 | 22,789 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 77 | 75 |
Deferred compensation plan assets | 55,566 | 52,718 |
Total assets | 55,643 | 52,793 |
Earn-out liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Earn-out liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 0 | 0 |
Earn-out liabilities | 26,603 | 22,789 |
Total liabilities | $ 26,603 | $ 22,789 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 11, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs, assumed market interest rate (percent) | 1.60% | 1.60% | |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Value of call rights | $ 0 | $ 0 | |
Earn-out liabilities | 26,603,000 | 22,789,000 | |
Implied interest rate (percent) | 1.80% | ||
Notes payable, difference between fair value and carrying value | 100,000 | ||
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | 23,100,000 | 22,800,000 | |
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | $ 0 | ||
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earn-out liabilities | 30,000,000 | ||
FFF Call Right | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of warrant or right, period from which warrants or rights exercisable | 180 days | ||
Prepaid Expenses And Other Current Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets, current | $ 5,200,000 | $ 5,300,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Input Assumptions (Details) - Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) - Valuation Technique, Estimated Future Earnings | Jun. 30, 2023 | Jun. 30, 2022 |
Probability of transferred member renewal percentage less than 50% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.050 | 0.050 |
Probability of transferred member renewal percentage between 50% and 65% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.100 | 0.100 |
Probability of transferred member renewal percentage between 65% and 80% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.250 | 0.250 |
Probability of transferred member renewal percentage > 80% | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.600 | 0.600 |
Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out input assumptions (percent) | 0.016 | 0.016 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Total Level 3 liabilities | ||
Beginning Balance | $ 22,789 | $ 88,359 |
Purchases (Settlements) | 1,460 | (64,110) |
(Gains)/Losses | 2,354 | (1,460) |
Ending Balance | $ 26,603 | $ 22,789 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Income [Extensible List] | Nonoperating Income (Expense) | |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | Nonoperating Income (Expense) | |
Earn-out liabilities | ||
Total Level 3 liabilities | ||
Beginning Balance | $ 22,789 | $ 24,249 |
Purchases (Settlements) | 1,460 | 0 |
(Gains)/Losses | 2,354 | (1,460) |
Ending Balance | 26,603 | 22,789 |
FFF put right | ||
Total Level 3 liabilities | ||
Beginning Balance | $ 0 | 64,110 |
Purchases (Settlements) | (64,110) | |
(Gains)/Losses | 0 | |
Ending Balance | $ 0 |
CONTRACT BALANCES - Narrative (
CONTRACT BALANCES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Increase in contract assets | $ (41.1) | |
Increase in revenue share obligations | 16.9 | |
Revenue recognized that was included in opening balance of deferred revenue | 26.6 | |
Reduction in net revenue recognized from performance obligations satisfied in prior period | 4.1 | $ 5.3 |
Net revenue recognized due to under-forecasted cash receipts received in current period | 7.8 | 4.8 |
Increase (decrease) in net revenue recognized related to revised forecasts from underlying contracts that include variable consideration components | (3.7) | 0.5 |
Capitalized contract costs | 24.4 | 22.9 |
Amortization expense recognized | 10.6 | 8.9 |
Capitalized Implementation Costs | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Capitalized contract costs | 9.5 | 10.7 |
Capitalized Sales Commissions | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Capitalized contract costs | $ 14.9 | $ 12.2 |
CONTRACT BALANCES - Remaining P
CONTRACT BALANCES - Remaining Performance Obligation (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 699 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be recognized (percent) | 40% |
Expected satisfaction period of remaining obligations | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation to be recognized (percent) | 24% |
Expected satisfaction period of remaining obligations | 12 months |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 118,173 | $ 116,172 |
Allowance for credit losses | (2,878) | (2,043) |
Accounts receivable, net | 115,295 | 114,129 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 117,655 | 114,214 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 518 | $ 1,958 |
SUPPLEMENTAL BALANCE SHEET IN_4
SUPPLEMENTAL BALANCE SHEET INFORMATION - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 874,862 | $ 792,023 | |
Accumulated depreciation and amortization | (662,554) | (578,644) | |
Property and equipment, net | 212,308 | 213,379 | |
Depreciation and amortization expense related to property and equipment | 85,691 | 85,171 | $ 76,309 |
Unamortized capitalized software costs | $ 175,000 | 177,600 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Total property and equipment | $ 785,260 | 705,319 | |
Capitalized software | Supply Chain Services | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 12,700 | ||
Capitalized software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 2 years | ||
Capitalized software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 63,281 | 60,399 | |
Computer hardware | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer hardware | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Furniture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Total property and equipment | $ 7,049 | 7,097 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 19,272 | $ 19,208 |
SUPPLEMENTAL BALANCE SHEET IN_5
SUPPLEMENTAL BALANCE SHEET INFORMATION - Other Long-term Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |||
Contract assets, less current portion | $ 56,372 | $ 54,441 | |
Capitalized contract costs | 24,414 | 22,894 | |
Acurity prepaid contract administrative fee share, less current portion | 9,700 | 29,099 | |
Notes receivable | 4,700 | 0 | |
Other | 14,929 | 7,720 | |
Total other long-term assets | 110,115 | 114,154 | |
Deferred loan cost net | 3,500 | 900 | |
Amortization expense on deferred loan costs | $ 700 | $ 600 | $ 600 |
SUPPLEMENTAL BALANCE SHEET IN_6
SUPPLEMENTAL BALANCE SHEET INFORMATION - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Supplemental Balance Sheet Information [Abstract] | ||
Earn-out liability, less current portion | $ 23,128 | $ 22,789 |
Reserve for uncertain tax positions | 22,915 | 18,799 |
Other | 1,159 | 986 |
Total other long-term liabilities | $ 47,202 | $ 42,574 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Components of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 01, 2023 | Jun. 30, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 999,913 | |
Acquisition of businesses and assets | 69,160 | |
Impairment | $ (56,700) | (56,718) |
Ending balance | 1,012,355 | |
Supply Chain Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 388,502 | |
Acquisition of businesses and assets | 0 | |
Impairment | (2,296) | |
Ending balance | 386,206 | |
Performance Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 611,411 | |
Acquisition of businesses and assets | 69,160 | |
Impairment | (54,422) | |
Ending balance | $ 626,149 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 01, 2023 | Oct. 13, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,012,355 | $ 999,913 | |||
Accumulated impairment loss to goodwill | 56,700 | ||||
Goodwill impairment | $ 56,700 | 56,718 | |||
Net carrying value of intangible assets | 430,030 | 356,572 | |||
Impairment of intangible assets | $ 0 | 6,100 | $ 0 | ||
Impairment Of Intangible Asset Finite-Lived, Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag | Consolidated Statements of Income and Comprehensive Income | ||||
TRPN | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 60,900 | $ 16,500 | |||
Intangible assets | $ 116,600 | ||||
Weighted average useful life | 14 years 1 month 6 days | ||||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying value of intangible assets | 26,084 | 20,491 | |||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying value of intangible assets | 6,937 | 7,259 | |||
Provider Network | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying value of intangible assets | 101,471 | 0 | |||
Provider Network | TRPN | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 106,500 | ||||
Weighted average useful life | 15 years | ||||
Contigo Health | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | 54,400 | ||||
Direct Sourcing | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | 2,300 | ||||
Supply Chain Services | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 386,206 | 388,502 | |||
Goodwill impairment | 2,296 | ||||
Net carrying value of intangible assets | 269,710 | 301,611 | |||
Performance Services | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 626,149 | 611,411 | |||
Goodwill impairment | 54,422 | ||||
Net carrying value of intangible assets | $ 160,320 | 54,961 | |||
Performance Services | Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying value of intangible assets | 4,400 | ||||
Performance Services | Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying value of intangible assets | $ 1,700 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 695,714 | $ 574,154 |
Accumulated Amortization | (265,684) | (217,582) |
Net | $ 430,030 | 356,572 |
Member relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 14 years 8 months 12 days | |
Total | $ 386,100 | 386,100 |
Accumulated Amortization | (136,751) | (110,593) |
Net | $ 249,349 | 275,507 |
Provider Network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | |
Total | $ 106,500 | 0 |
Accumulated Amortization | (5,029) | 0 |
Net | $ 101,471 | 0 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years 1 month 6 days | |
Total | $ 99,317 | 98,017 |
Accumulated Amortization | (67,581) | (61,287) |
Net | $ 31,736 | 36,730 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 9 years 4 months 24 days | |
Total | $ 57,930 | 47,830 |
Accumulated Amortization | (31,846) | (27,339) |
Net | $ 26,084 | 20,491 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years 8 months 12 days | |
Total | $ 18,920 | 17,210 |
Accumulated Amortization | (11,983) | (9,951) |
Net | $ 6,937 | 7,259 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years 2 months 12 days | |
Total | $ 17,715 | 17,315 |
Accumulated Amortization | (9,738) | (6,781) |
Net | $ 7,977 | 10,534 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 9 years 3 months 18 days | |
Total | $ 9,232 | 7,682 |
Accumulated Amortization | (2,756) | (1,631) |
Net | 6,476 | 6,051 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net | 160,320 | 54,961 |
Indefinite-lived intangible asset | $ 1,000 | 1,000 |
Performance Services | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net | 4,400 | |
Performance Services | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net | $ 1,700 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Net Carrying Value of Intangible Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 430,030 | $ 356,572 |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | 269,710 | 301,611 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | 160,320 | 54,961 |
Indefinite-lived intangible asset | $ 1,000 | $ 1,000 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Aggregate Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 49,761 |
2025 | 48,136 |
2026 | 46,892 |
2027 | 44,240 |
2028 | 39,197 |
Thereafter | 200,804 |
Total amortization expense | $ 429,030 |
DEBT AND NOTES PAYABLE - Schedu
DEBT AND NOTES PAYABLE - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 418,468 | $ 454,327 |
Less: current portion | (316,211) | (250,859) |
Total long-term debt and notes payable | 102,257 | 203,468 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 215,000 | 150,000 |
Other notes payable | Notes payable to members, net of discount | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | 201,188 | 298,994 |
Other notes payable | Other notes payable | ||
Debt Instrument [Line Items] | ||
Total debt and notes payable | $ 2,280 | $ 5,333 |
DEBT AND NOTES PAYABLE - Credit
DEBT AND NOTES PAYABLE - Credit Facility (Narrative) (Details) | 7 Months Ended | 12 Months Ended | |||
Dec. 12, 2022 USD ($) extension | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 207,650,000 | $ 207,650,000 | |||
Repayments of outstanding borrowings | $ 405,000,000 | $ 250,000,000 | $ 225,000,000 | ||
Revolving 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 | ||||
Long-term debt | 331,300,000 | ||||
Debt, weighted average interest rate (percent) | 6.47% | 6.47% | |||
Indebtedness or guarantee threshold | $ 75,000,000 | ||||
Line of credit facility borrowing | $ 185,000,000 | ||||
Repayments of outstanding borrowings | 270,000,000 | ||||
Outstanding borrowings under the credit facility | $ 215,000,000 | 215,000,000 | |||
Repayment of outstanding borrowings | $ 785,000,000 | 785,000,000 | |||
Interest expense | $ 12,700,000 | $ 2,800,000 | |||
Revolving Credit Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee on unused credit facility (percent) | 0.125% | ||||
Revolving Credit Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee on unused credit facility (percent) | 0.225% | ||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.10% | ||||
Weighted average interest rate (percent) | 6.491% | 6.491% | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.25% | ||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.75% | ||||
Revolving Credit Facility | Federal Funds Effective Swap Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
Revolving Credit Facility | One-Month Adjusted Secured Overnight Financing Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1% | ||||
Revolving Credit Facility | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate (percent) | 0% | ||||
Weighted average interest rate (percent) | 8.50% | 8.50% | |||
Revolving Credit Facility | Base Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.25% | ||||
Revolving Credit Facility | Base Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.75% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Swing Line Loan | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Prior Loan Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility borrowing | $ 285,000,000 | ||||
Repayments of outstanding borrowings | $ 135,000,000 |
DEBT AND NOTES PAYABLE - Notes
DEBT AND NOTES PAYABLE - Notes Payable (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 11, 2020 | |
Recurring | |||
Debt Instrument [Line Items] | |||
Implied interest rate (percent) | 1.80% | ||
Other notes payable | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 3 years | ||
Other notes payable | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 5 years | ||
Other notes payable | Notes payable to members, net of discount | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 201.2 | $ 299 | |
Discounts on notes payable | 4.2 | 9.1 | |
Other notes payable | Notes payable to members, net of discount | Notes Payable, Current | |||
Debt Instrument [Line Items] | |||
Notes payable | 99.7 | 97.8 | |
Other notes payable | Other notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable | 2.3 | 5.3 | |
Current portion of notes payable to former limited partners | 1.5 | 3.1 | |
BridgeCo, LLC (''BridgeCo'') | TRA | |||
Debt Instrument [Line Items] | |||
Installment payment made to members | 102.7 | 102.7 | |
Imputed interest on quarterly payment | $ 4.9 | $ 6.7 |
DEBT AND NOTES PAYABLE - Princi
DEBT AND NOTES PAYABLE - Principal Payments of Notes Payable (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 104,231 |
2025 | 103,419 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Total debt and notes payable | $ 207,650 |
REDEEMABLE LIMITED PARTNERS' _3
REDEEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Temporary Equity [Line Items] | ||||
Adjustment of redeemable limited partners' capital to redemption amount | $ 0 | $ 0 | $ (26,685) | |
Limited Partner | ||||
Temporary Equity [Line Items] | ||||
Adjustment of redeemable limited partners' capital to redemption amount | 26,685 | |||
Limited Partner | Receivables From Limited Partners | ||||
Temporary Equity [Line Items] | ||||
Adjustment of redeemable limited partners' capital to redemption amount | $ 0 | $ 0 | $ 0 | $ 0 |
REDEEMABLE LIMITED PARTNERS' _4
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Temporary Equity | ||||
Exchange of Class B common units for Class A common stock by member owners | $ (2,437) | |||
Reclassification to permanent equity | $ 0 | $ 0 | 1,754,607 | |
Limited Partner | ||||
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | 0 | 1,721,304 | ||
Distributions applied to receivables from limited partners | 0 | |||
Net income attributable to non-controlling interest in Premier LP | 11,845 | |||
Distributions to limited partners | (1,936) | |||
Exchange of Class B common units for Class A common stock by member owners | (2,437) | |||
Adjustment of redeemable limited partners' capital to redemption amount | 26,685 | |||
Reclassification to permanent equity | (1,755,461) | |||
Ending balance | $ 0 | 0 | ||
Limited Partner | Receivables From Limited Partners | ||||
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | 0 | (995) | ||
Distributions applied to receivables from limited partners | 141 | |||
Net income attributable to non-controlling interest in Premier LP | 0 | |||
Distributions to limited partners | 0 | |||
Exchange of Class B common units for Class A common stock by member owners | 0 | |||
Adjustment of redeemable limited partners' capital to redemption amount | 0 | $ 0 | 0 | 0 |
Reclassification to permanent equity | 854 | |||
Ending balance | 0 | 0 | ||
Limited Partner | Redeemable Limited Partners’ Capital | ||||
Increase (Decrease) in Temporary Equity | ||||
Beginning balance | $ 0 | 1,720,309 | ||
Distributions applied to receivables from limited partners | 141 | |||
Net income attributable to non-controlling interest in Premier LP | 11,845 | |||
Distributions to limited partners | (1,936) | |||
Exchange of Class B common units for Class A common stock by member owners | (2,437) | |||
Adjustment of redeemable limited partners' capital to redemption amount | 26,685 | |||
Reclassification to permanent equity | (1,754,607) | |||
Ending balance | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 11 Months Ended | 12 Months Ended | ||||||||
Aug. 03, 2023 $ / shares | Jun. 15, 2023 $ / shares | Mar. 15, 2023 $ / shares | Dec. 15, 2022 $ / shares | Sep. 15, 2022 $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 $ / shares | Aug. 05, 2021 USD ($) | |
Class of Stock [Line Items] | ||||||||||
Treasury stock, value, acquired, par value method | $ | $ 250,000,000 | |||||||||
Dividends paid (in usd per share) | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.21 | ||||||
Dividends declared (in usd per share) | $ 0.21 | $ 0.20 | $ 0.19 | |||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends declared (in usd per share) | $ 0.21 | |||||||||
Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock outstanding (shares) | shares | 118,052,235 | 119,158,483 | 118,052,235 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Authorized share repurchase program | $ | $ 250,000,000 | |||||||||
Shares repurchased (in shares) | shares | 6,400,000 | |||||||||
Average share repurchase price (in usd per share) | $ 38.88 | |||||||||
Common stock, number of votes per share held | 1 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Common Shares Used for Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator for Basic and Diluted Income Per Share [Abstract] | |||||||||||
Net income attributable to stockholders | $ 21,463 | $ 46,801 | $ 64,046 | $ 42,716 | $ 29,903 | $ 38,415 | $ 75,545 | $ 122,004 | $ 175,026 | $ 265,867 | $ 260,837 |
Net income attributable to stockholders | $ 175,026 | $ 265,867 | $ 260,837 | ||||||||
Denominator for earnings per share: | |||||||||||
Basic weighted average shares outstanding (in shares) | 119,064 | 118,872 | 118,787 | 118,351 | 118,001 | 118,697 | 121,181 | 122,945 | 118,767 | 120,220 | 116,527 |
Diluted weighted average shares and assumed conversions (in shares) | 120,061 | 119,816 | 119,652 | 120,033 | 119,760 | 119,813 | 122,473 | 124,573 | 119,889 | 121,668 | 117,532 |
Earnings per share attributable to stockholders: Basic (usd per share) | $ 0.18 | $ 0.39 | $ 0.54 | $ 0.36 | $ 0.25 | $ 0.32 | $ 0.62 | $ 0.99 | $ 1.47 | $ 2.21 | $ 2.24 |
Earnings per share attributable to stockholders: Diluted (usd per share) | $ 0.18 | $ 0.39 | $ 0.54 | $ 0.36 | $ 0.25 | $ 0.32 | $ 0.62 | $ 0.97 | $ 1.46 | $ 2.19 | $ 2.22 |
Class B common units | |||||||||||
Denominator for earnings per share: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares) | 5,600 | ||||||||||
Restricted Stock | |||||||||||
Denominator for earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 524 | 510 | 376 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares) | 400 | ||||||||||
Stock options | |||||||||||
Denominator for earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 81 | 206 | 301 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares) | 600 | 1,800 | |||||||||
Performance Shares | |||||||||||
Denominator for earnings per share: | |||||||||||
Effect of dilutive securities (in shares) | 517 | 732 | 328 | ||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares) | 300 | 100 |
EARNINGS PER SHARE - Calculatio
EARNINGS PER SHARE - Calculation of Net Income From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |||
Net income from continuing operations | $ 174,887 | $ 268,318 | $ 304,584 |
Net income from continuing operations attributable to non-controlling interest | 139 | (2,451) | (17,062) |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | 0 | (26,685) |
Net income from continuing operations attributable to stockholders | $ 175,026 | $ 265,867 | $ 260,837 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated effective income tax rate (percent) | 25% | 25% | 26% |
Shares available for grant (in shares) | 3.6 | ||
Restricted Stock | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted Stock | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Performance Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Share based payment award, term | 10 years | ||
Stock options | Share-Based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, expiration period | 12 months | ||
Stock options | Share-Based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, expiration period | 90 days | ||
2013 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number common stock awards authorized (in shares) | 14.8 | ||
Unrecognized stock-based compensation expense | $ 49,963 | ||
Aggregate intrinsic value | 1,300 | ||
Aggregate intrinsic value | 0 | ||
2013 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense | 34,517 | ||
2013 Equity Incentive Plan | Performance Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense | 15,446 | ||
2013 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense | $ 0 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense and Resulting Deferred Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Pre-tax stock-based compensation expense | $ 13,734 | $ 46,229 | $ 35,425 |
Deferred tax benefit | 3,174 | 8,787 | 6,167 |
Total stock-based compensation expense, net of tax | 10,560 | 37,442 | 29,258 |
Reduction in deferred tax benefit | $ 300 | $ 3,000 | $ 3,000 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - 2013 Equity Incentive Plan - Restricted Stock | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Awards | |
Beginning balance (in shares) | shares | 1,201,130 |
Granted (in shares) | shares | 991,758 |
Vested (in shares) | shares | (257,571) |
Forfeited (in shares) | shares | (87,527) |
Ending balance (in shares) | shares | 1,847,790 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 35.59 |
Granted (in dollars per share) | $ / shares | 31.20 |
Vested (in dollars per share) | $ / shares | 36.37 |
Forfeited (in dollars per share) | $ / shares | 35.79 |
Ending balance (in dollars per share) | $ / shares | $ 33.11 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Performance Share Awards (Details) - 2013 Equity Incentive Plan - Performance Share Awards | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,578,795 |
Granted (in shares) | shares | 823,009 |
Vested (in shares) | shares | (826,743) |
Forfeited (in shares) | shares | (104,237) |
Ending balance (in shares) | shares | 1,470,824 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 33.66 |
Granted (in dollars per share) | $ / shares | 35.34 |
Vested (in dollars per share) | $ / shares | 36.35 |
Forfeited (in dollars per share) | $ / shares | 33.44 |
Ending balance (in dollars per share) | $ / shares | $ 33.08 |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Stock Options Awards (Details) - 2013 Equity Incentive Plan - Stock options | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Options | |
Beginning balance (in shares) | shares | 896,354 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (428,126) |
Forfeited (in shares) | shares | (2,906) |
Ending balance (in shares) | shares | 465,322 |
Outstanding and exercisable at end of period (in shares) | shares | 465,322 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 30.38 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 27.34 |
Forfeited (in dollars per share) | $ / shares | 35.65 |
Ending balance (in dollars per share) | $ / shares | 33.15 |
Outstanding and exercisable at end of period (in dollars per share) | $ / shares | $ 33.15 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Stock-based Compensation (Details) - 2013 Equity Incentive Plan $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 49,963 |
Weighted Average Amortization Period | 2 years 1 month 6 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 34,517 |
Weighted Average Amortization Period | 2 years 3 months 18 days |
Performance Share Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 15,446 |
Weighted Average Amortization Period | 1 year 9 months 18 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 0 |
POST-RETIREMENT BENEFITS (Detai
POST-RETIREMENT BENEFITS (Details) - 401(k) Retirement Savings Plan - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Monthly employee contributions (as a percent of compensation) | 30% | ||
Monthly matching employer contributions (as a percent of compensation) | 4% | ||
Plan expense | $ 12.8 | $ 12.1 | $ 11.2 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 01, 2021 | Aug. 11, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Contingency [Line Items] | |||||
Deferred tax benefit | $ 33,500 | $ 108,800 | |||
Effective tax rate | 30% | 17.90% | (21.50%) | ||
Statutory tax rate (percent) | 21% | 21% | 21% | ||
Net deferred tax asset | $ 653,629 | $ 725,032 | |||
Valuation allowance | 4,604 | 4,552 | |||
Unrecognized tax benefits that would impact the income tax provision and effect tax rate | 16,300 | 15,600 | $ 14,800 | ||
Accrued interest and penalties | 5,500 | $ 4,400 | |||
Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward | 12,400 | ||||
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Net deferred tax asset | 21,100 | ||||
Operating loss carryforwards | 100,200 | ||||
State | |||||
Income Tax Contingency [Line Items] | |||||
Net deferred tax asset | 6,300 | ||||
Operating loss carryforwards | $ 125,500 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current: | |||
Federal | $ 692 | $ 864 | $ 22,356 |
State | 3,016 | 926 | 7,393 |
Total current tax expense | 3,708 | 1,790 | 29,749 |
Deferred: | |||
Federal | 54,146 | 49,335 | 22,165 |
State | 17,257 | 7,457 | (105,857) |
Total deferred tax expense (benefit) | 71,403 | 56,792 | (83,692) |
Total income tax expense (benefit) | $ 75,111 | $ 58,582 | $ (53,943) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ 51,658 | $ 68,649 | $ 52,635 |
Partnership income not subject to tax | 47 | (701) | (4,375) |
State taxes (net of federal benefit) | 11,212 | 14,138 | 9,880 |
Remeasurement adjustments and other permanent items | 4,628 | 8,118 | 7,124 |
Change in valuation allowance | 52 | (31,361) | (25,328) |
Deferred tax remeasurement | 7,720 | (242) | (113,213) |
Uncertain tax position | 1,092 | 842 | 1,293 |
Change in tax status | 0 | 0 | 19,514 |
Other | (1,298) | (861) | (1,473) |
Total income tax expense (benefit) | $ 75,111 | $ 58,582 | $ (53,943) |
Effective tax rate | 30% | 17.90% | (21.50%) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax asset | ||
Purchased intangible assets and depreciation | $ 558,622 | $ 631,415 |
Stock compensation | 9,818 | 15,125 |
Accrued expenses | 51,158 | 49,161 |
Net operating losses and credits | 38,271 | 50,742 |
Other | 12,681 | 5,787 |
Total deferred tax assets | 670,550 | 752,230 |
Valuation allowance for deferred tax assets | (4,604) | (4,552) |
Net deferred tax assets | 665,946 | 747,678 |
Deferred tax liability | ||
Other liabilities | (12,317) | (22,646) |
Net deferred tax asset | $ 653,629 | $ 725,032 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Beginning of year balance | $ 17,124 | $ 16,704 | $ 15,596 |
Increases in prior period tax positions | 189 | 120 | 111 |
Decreases in prior period tax positions | (752) | (63) | 0 |
Reductions on settlements and lapse in statute of limitations | (16) | (21) | (27) |
Increases in current period tax positions | 367 | 384 | 1,024 |
End of year balance | $ 16,912 | $ 17,124 | $ 16,704 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 26, 2016 | |
Related Party Transaction [Line Items] | ||||||||||||
Equity in net income of unconsolidated affiliates | $ 16,068 | $ 23,505 | $ 21,073 | |||||||||
Net revenue | $ 340,364 | $ 322,232 | $ 359,626 | $ 313,873 | $ 340,706 | $ 347,833 | $ 379,215 | $ 365,147 | $ 1,336,095 | $ 1,432,901 | 1,721,152 | |
FFF | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Equity method investment ownership interest (percent) | 49% | 49% | 49% | 49% | ||||||||
Equity in net income of unconsolidated affiliates | $ 8,571 | $ 16,614 | 11,344 | |||||||||
FFF | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Equity method investment ownership interest (percent) | 49% | |||||||||||
Equity in net income of unconsolidated affiliates | 8,600 | 16,600 | 11,300 | |||||||||
Net administrative fees | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Net revenue | $ 5,700 | $ 6,300 | $ 6,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 10 | $ 10.1 | $ 10.8 |
Remaining lease term | 2 years 10 months 24 days | ||
Discount rate (percent) | 4% | ||
Current operating lease liabilities | $ 11.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2024 | $ 12,381 |
2025 | 12,389 |
2026 | 9,005 |
2027 | 1,324 |
2028 | 0 |
Total future minimum lease payments | 35,099 |
Less: imputed interest | 1,947 |
Total operating lease liabilities | $ 33,152 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 USD ($) director segment | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Number of sub-brands | director | 3 | ||
Share-based compensation expense | $ 13,734 | $ 46,229 | $ 35,425 |
Customer concentration risk | Net revenues | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Concentration (percent) | 15% | ||
Employee Stock Purchase Plan (ESPP) | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | $ 600 | $ 600 | $ 500 |
SEGMENTS - Reconciliation of Ne
SEGMENTS - Reconciliation of Net Revenue and EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | $ 340,364 | $ 322,232 | $ 359,626 | $ 313,873 | $ 340,706 | $ 347,833 | $ 379,215 | $ 365,147 | $ 1,336,095 | $ 1,432,901 | $ 1,721,152 |
Total depreciation and amortization expense | 133,793 | 129,107 | 121,062 | ||||||||
Total capital expenditures | 82,302 | 87,440 | 88,876 | ||||||||
Total assets | 3,371,487 | 3,357,127 | 3,371,487 | 3,357,127 | |||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 1,336,132 | 1,432,929 | 1,721,152 | ||||||||
Operating Segments | Supply Chain Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 899,955 | 1,031,946 | 1,343,634 | ||||||||
Total depreciation and amortization expense | 54,425 | 55,424 | 37,073 | ||||||||
Total capital expenditures | 26,545 | 29,677 | 10,408 | ||||||||
Total assets | 1,317,076 | 1,406,108 | 1,317,076 | 1,406,108 | |||||||
Operating Segments | Performance Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 436,177 | 400,983 | 377,518 | ||||||||
Total depreciation and amortization expense | 71,006 | 64,674 | 75,391 | ||||||||
Total capital expenditures | 51,532 | 51,298 | 72,068 | ||||||||
Total assets | 1,209,353 | 1,054,687 | 1,209,353 | 1,054,687 | |||||||
Operating Segments | Total segment net revenue | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 3,371,491 | 3,357,131 | 3,371,491 | 3,357,131 | |||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total depreciation and amortization expense | 8,362 | 9,009 | 8,598 | ||||||||
Total capital expenditures | 4,225 | 6,465 | 6,400 | ||||||||
Total assets | 845,062 | 896,336 | 845,062 | 896,336 | |||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | (37) | (28) | 0 | ||||||||
Total assets | $ (4) | $ (4) | (4) | (4) | |||||||
Net administrative fees | Operating Segments | Supply Chain Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 611,035 | 601,128 | 572,700 | ||||||||
Software licenses, other services and support | Operating Segments | Supply Chain Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 44,261 | 37,312 | 26,812 | ||||||||
SaaS-based products subscriptions | Operating Segments | Performance Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 187,618 | 193,586 | 198,512 | ||||||||
Consulting services | Operating Segments | Performance Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 80,292 | 64,087 | 58,851 | ||||||||
Software licenses | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 1,091,436 | 1,039,395 | 977,030 | ||||||||
Software licenses | Operating Segments | Performance Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 72,376 | 65,621 | 56,157 | ||||||||
Other | Operating Segments | Performance Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 95,891 | 77,689 | 63,998 | ||||||||
Services and software licenses | Operating Segments | Supply Chain Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 655,296 | 638,440 | 599,512 | ||||||||
Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 244,659 | 393,506 | 744,122 | ||||||||
Products | Operating Segments | Supply Chain Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | $ 244,659 | $ 393,506 | $ 744,122 |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | |||
Income before income taxes | $ 249,998 | $ 326,900 | $ 250,641 |
Equity in net income of unconsolidated affiliates | (16,068) | (23,505) | (21,073) |
Interest expense, net | 14,470 | 11,142 | 11,964 |
Gain (loss) on FFF put and call rights | 0 | (64,110) | 27,352 |
Other (income) expense, net | (6,307) | 9,646 | (11,967) |
Operating income | 242,093 | 260,073 | 256,917 |
Depreciation and amortization | 85,691 | 85,171 | 76,309 |
Amortization of purchased intangible assets | 48,102 | 43,936 | 44,753 |
Stock-based compensation | 14,355 | 46,809 | 35,915 |
Acquisition- and disposition-related expenses | 17,151 | 11,453 | 18,095 |
Strategic initiative and financial restructuring-related expenses | 13,831 | 18,005 | 6,990 |
Equity in net income of unconsolidated affiliates | 16,068 | 23,505 | 21,073 |
Deferred compensation plan expense (income) | 5,422 | (9,401) | 12,745 |
Impairment of assets | 56,718 | 18,829 | 0 |
Other reconciling items, net | 352 | 302 | 433 |
Adjusted EBITDA | 499,783 | 498,682 | 473,230 |
Operating Segments | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 499,431 | 500,854 | 467,868 |
Operating Segments | Performance Services | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 123,859 | 126,938 | 132,225 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (123,507) | $ (129,110) | $ (126,863) |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 340,364 | $ 322,232 | $ 359,626 | $ 313,873 | $ 340,706 | $ 347,833 | $ 379,215 | $ 365,147 | $ 1,336,095 | $ 1,432,901 | $ 1,721,152 |
Gross profit | 232,493 | 219,070 | 242,741 | 201,985 | 224,086 | 212,477 | 236,500 | 211,976 | 896,289 | 885,039 | 837,334 |
Net income | 18,905 | 48,649 | 64,374 | 42,959 | 30,711 | 39,069 | 77,232 | 121,306 | 174,887 | 268,318 | 304,584 |
Net (income) loss attributable to non-controlling interest | 2,558 | (1,848) | (328) | (243) | (808) | (654) | (1,687) | 698 | 139 | (2,451) | (17,062) |
Net income attributable to stockholders | $ 21,463 | $ 46,801 | $ 64,046 | $ 42,716 | $ 29,903 | $ 38,415 | $ 75,545 | $ 122,004 | $ 175,026 | $ 265,867 | $ 260,837 |
Weighted average shares outstanding: | |||||||||||
Basic (shares) | 119,064 | 118,872 | 118,787 | 118,351 | 118,001 | 118,697 | 121,181 | 122,945 | 118,767 | 120,220 | 116,527 |
Diluted (shares) | 120,061 | 119,816 | 119,652 | 120,033 | 119,760 | 119,813 | 122,473 | 124,573 | 119,889 | 121,668 | 117,532 |
Earnings per share attributable to stockholders: | |||||||||||
Basic (usd per share) | $ 0.18 | $ 0.39 | $ 0.54 | $ 0.36 | $ 0.25 | $ 0.32 | $ 0.62 | $ 0.99 | $ 1.47 | $ 2.21 | $ 2.24 |
Diluted (usd per share) | $ 0.18 | $ 0.39 | $ 0.54 | $ 0.36 | $ 0.25 | $ 0.32 | $ 0.62 | $ 0.97 | $ 1.46 | $ 2.19 | $ 2.22 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - Non-Healthcare Holdings, LLC - Sale of subsidiary - Subsequent Event - USD ($) $ in Millions | 1 Months Ended | |
Jul. 25, 2023 | Aug. 22, 2023 | |
Subsequent Event [Line Items] | ||
Cash purchase price estimated | $ 800 | |
Consideration payment period | 8 months | |
Aggregate consideration | $ 689.2 | |
Escrow deposit | $ 151 | |
Valid period for purchases under Premier's group purchasing contracts | 10 years |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | $ 2,798 | $ 2,284 | $ 731 |
Additions/(Reductions) to Expense or Other Accounts | 1,775 | 2,153 | 1,883 |
Deductions | 810 | 1,639 | 330 |
Ending Balance | 3,763 | 2,798 | 2,284 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Beginning Balance | 4,552 | 35,913 | 61,241 |
Additions/(Reductions) to Expense or Other Accounts | 52 | (31,361) | (25,328) |
Deductions | 0 | 0 | 0 |
Ending Balance | $ 4,604 | $ 4,552 | $ 35,913 |