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ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended
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Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
ORGANIZATION AND BASIS OF PRESENTATION | (1) ORGANIZATION AND BASIS OF PRESENTATION Organization Premier, Inc. ("Premier" or the "Company") is a publicly-held, for-profit Delaware corporation primarily owned by hospitals, health systems and other healthcare organizations (such owners of Premier are referred to herein as "member owners") located in the United States and by public stockholders. The Company, together with its subsidiaries and affiliates, is a leading healthcare performance improvement company that unites hospitals, health systems, physicians and other healthcare providers to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry. The Company's business model and solutions are designed to provide its members access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company's data warehouse, mitigate the risk of innovation and disseminate best practices that will help the Company's member organizations succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: supply chain services and performance services. See Note 16 - Segments for further information related to the Company's reportable business segments. The supply chain services segment includes one of the largest healthcare group purchasing organizations ("GPOs") in the United States and integrated pharmacy and direct sourcing activities. The performance services segment includes one of the largest informatics and advisory services businesses in the United States focused on healthcare providers. The Company's software as a service ("SaaS") informatics products utilize its comprehensive data set to provide actionable intelligence to its members, enabling them to benchmark, analyze and identify areas of improvement across the three main categories of cost management, quality and safety, and population health management. The performance services segment also includes the Company's technology-enabled performance improvement collaboratives, advisory services, government services and insurance management services. Basis of Presentation and Consolidation Basis of Presentation The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), held an approximate 36% and 32% general partner interest in Premier Healthcare Alliance, L.P. ("Premier LP") at March 31, 2017 and June 30, 2016, respectively. Premier LP's limited partners held an approximate 64% and 68% ownership interest at March 31, 2017 and June 30, 2016, respectively. The limited partners' interest is reflected as redeemable limited partners' capital in the Company's accompanying condensed consolidated balance sheets, and the limited partners' proportionate share of income in Premier LP is reflected within net income attributable to non-controlling interest in Premier LP in the Company's accompanying condensed consolidated statements of income and within comprehensive income attributable to non-controlling interest in Premier LP in the Company's accompanying condensed consolidated statements of comprehensive income. At March 31, 2017 and June 30, 2016, the member owners owned approximately 64% and 68%, respectively, of the Company's combined Class A and Class B common stock (the "common stock") through their ownership of Class B common stock. During the nine months ended March 31, 2017, the member owners exchanged 3.9 million Class B common units and associated Class B common shares for an equal number of Class A common shares, and exchanged 3.8 million Class B common units and associated Class B common shares for cash as part of their quarterly exchange rights under an exchange agreement (the "Exchange Agreement") entered into by the member owners in connection with the completion of a series of transactions (the "Reorganization") concurrent with the consummation of the Company's initial public offering (the "IPO," and together with the Reorganization, the "Reorganization and IPO") on October 1, 2013 (see Note 11 - Earnings (Loss) Per Share). During the nine months ended March 31, 2017, approximately 3.8 million Class B common units were retired in connection with the member owner exchange for cash and approximately 3.9 million Class B common units were contributed to Premier LP and converted to Class A common units which remain outstanding. Correspondingly, approximately 7.7 million Class B common shares were retired during the same period. Refer to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the "2016 Annual Report") filed with the Securities and Exchange Commission ("SEC") on August 25, 2016 for further discussion of the Exchange Agreement and Reorganization and IPO. At March 31, 2017 and June 30, 2016, the public investors, which may include member owners that have received shares of Class A common stock in connection with previous exchanges of their Class B common units and associated Class B common shares for an equal number of Class A common shares, owned approximately 36% and 32%, respectively, of the Company's outstanding common stock through their ownership of Class A common stock. Variable Interest Entities Premier LP is a variable interest entity ("VIE") as the limited partners do not have the ability to exercise a substantive removal right with respect to the general partner. The Company does not hold a majority interest but, through Premier GP, has the exclusive power and authority to manage the business and affairs of Premier LP, to make all decisions with respect to driving the economic performance of Premier LP, and has both an obligation to absorb losses and a right to receive benefits. As such, the Company is the primary beneficiary of the VIE and consolidates the operations of Premier LP under the Variable Interest Model. See Note 2 - Significant Accounting Policies for further discussion of recently adopted accounting standards related to VIEs. The assets and liabilities of Premier LP at March 31, 2017 (restated) and June 30, 2016 consisted of the following (in thousands):
| March 31, 2017 | June 30, 2016
| (Restated) |
Assets |  |
Current | $ | 460,992 |  | $ | 442,251 |
Noncurrent | 1,635,668 |  | 973,741 |
Total assets of Premier LP | $ | 2,096,660 |  | $ | 1,415,992 |
Liabilities |  |
Current | $ | 721,360 |  | $ | 312,068 |
Noncurrent | 134,472 |  | 74,709 |
Total liabilities of Premier LP | $ | 855,832 |  | $ | 386,777 |
Net income attributable to Premier LP was as follows (in thousands):
| Three Months Ended March 31, | Nine Months Ended March 31,
| 2017 | 2016 | 2017 | 2016
| (Restated) |  | (Restated) |
Premier LP net income | $ | 80,837 |  | $ | 81,846 |  | $ | 436,811 |  | $ | 217,293 |
Premier LP's cash flows for the nine months ended March 31, 2017 (restated) and 2016 consisted of the following (in thousands):
| Nine Months Ended March 31,
| 2017 | 2016
Net cash provided by (used in): |  |
Operating activities | $ | 320,185 |  | $ | 285,124 |
Investing activities | (447,181 | ) | (161,131 | )
Financing activities | 121,090 |  | (47,593 | )
Net increase (decrease) in cash and cash equivalents | (5,906 | ) | 76,400 |
Cash and cash equivalents at beginning of year | 210,048 |  | 126,662 |
Cash and cash equivalents at end of period | $ | 204,142 |  | $ | 203,062 |
Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2016 Annual Report. Use of Estimates in the Preparation of Financial Statements The preparation of the Company's condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including estimates for allowances for doubtful accounts, useful lives of property and equipment, stock-based compensation, payables under tax receivable agreements, values of investments not publicly traded, the valuation allowance on deferred tax assets, uncertain income taxes, deferred revenue, future cash flows associated with asset impairments, values of put and call rights 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. Restatement of Previously Reported Financial Information Prior to December 2, 2016, the Company, through its consolidated subsidiary, Premier Supply Chain Improvement, Inc. ("PSCI"), held a 50% ownership interest in Innovatix, LLC ("Innovatix"), which was accounted for under the equity method and classified as a partnership for tax purposes. On December 2, 2016, the Company acquired the remaining 50% ownership interest of Innovatix. In connection with the acquisition, the Company’s historical 50% investment was remeasured under business combination accounting rules to fair value, resulting in a one-time gain of $204.8 million. At the time of the acquisition, a deferred tax liability of $95.8 million and a corresponding deferred income tax expense of $95.8 million associated with the one-time gain were recorded by the Company and are reflected in the previously issued financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, originally filed with the Securities and Exchange Commission ("SEC") on May 10, 2017 (the "Original Form 10-Q"). Subsequent to the issuance of the financial statements included in the Company's Original Form 10-Q, the Company adjusted its income tax accounting for this acquisition. The Company determined that a portion of the deferred tax liability and a portion of the deferred tax expense associated with the $204.8 million gain that were reflected in the previously issued financial statements should not have been recorded. Accordingly, the Company determined it necessary to adjust the Original Form 10-Q to restate the previously recorded deferred tax liability and deferred income tax expense, and record deferred tax liabilities associated with the book and tax bases differences of the individual assets acquired and liabilities assumed. The impact of these changes on selected financial amounts within the accompanying condensed consolidated financial statements is summarized below:
| March 31, 2017
Condensed Consolidated Balance Sheet | Previously Reported | Effect of Restatement | Restated
Assets: |  |  |
Goodwill | $ | 865,445 |  | $ | 42,904 |  | $ | 908,349 |
Deferred income tax assets | $ | 479,241 |  | $ | (10,481 | ) | $ | 468,760 |
Total assets | $ | 2,566,261 |  | $ | 32,423 |  | $ | 2,598,684 |
Liabilities and stockholders' deficit: |  |  |
Deferred tax liabilities | $ | 80,422 |  | $ | (34,285 | ) | $ | 46,137 |
Total liabilities | $ | 1,231,386 |  | $ | (34,285 | ) | $ | 1,197,101 |
Accumulated deficit | $ | (1,474,965 | ) | $ | 66,708 |  | $ | (1,408,257 | )
Total stockholders' deficit | $ | (1,474,458 | ) | $ | 66,708 |  | $ | (1,407,750 | )
Total liabilities, redeemable limited partners' capital and stockholders' deficit | $ | 2,566,261 |  | $ | 32,423 |  | $ | 2,598,684 |
| Three months ended March 31, 2017
Condensed Consolidated Statements of Income | Previously Reported | Effect of Restatement | Restated
Income tax expense | $ | 6,514 |  | $ | 801 |  | $ | 7,315 |
Net income | $ | 72,139 |  | $ | (801 | ) | $ | 71,338 |
Net income attributable to non-controlling interest in Premier LP | $ | (51,965 | ) | $ | 532 |  | $ | (51,433 | )
Adjustment of redeemable limited partners' capital to redemption amount | $ | (99,974 | ) | $ | (532 | ) | $ | (100,506 | )
Net income attributable to stockholders | $ | (79,800 | ) | $ | (801 | ) | $ | (80,601 | )
Earnings per share attributable to stockholders: |  |  |
Basic | $ | (1.58 | ) | $ | (0.02 | ) | $ | (1.60 | )
Diluted | $ | (1.58 | ) | $ | (0.02 | ) | $ | (1.60 | )
| Nine months ended March 31, 2017
Condensed Consolidated Statements of Income | Previously Reported | Effect of Restatement | Restated
Income tax expense | $ | 134,788 |  | $ | (66,708 | ) | $ | 68,080 |
Net income | $ | 308,909 |  | $ | 66,708 |  | $ | 375,617 |
Net income attributable to non-controlling interest in Premier LP | $ | (232,683 | ) | $ | (49,524 | ) | $ | (282,207 | )
Adjustment of redeemable limited partners' capital to redemption amount | $ | 247,042 |  | $ | 49,524 |  | $ | 296,566 |
Net income attributable to stockholders | $ | 323,268 |  | $ | 66,708 |  | $ | 389,976 |
Earnings per share attributable to stockholders: |  |  |
Basic | $ | 6.59 |  | $ | 1.36 |  | $ | 7.95 |
Diluted | $ | 1.83 |  | $ | 0.39 |  | $ | 2.22 |
| Three months ended March 31, 2017
Condensed Consolidated Statements of Comprehensive Income | Previously Reported | Effect of Restatement | Restated
Net income | $ | 72,139 |  | $ | (801 | ) | $ | 71,338 |
Comprehensive income attributable to non-controlling interest | $ | (51,965 | ) | $ | 532 |  | $ | (51,433 | )
Comprehensive income attributable to Premier, Inc. | $ | 20,174 |  | $ | (269 | ) | $ | 19,905 |
| Nine months ended March 31, 2017
Condensed Consolidated Statements of Comprehensive Income | Previously Reported | Effect of Restatement | Restated
Net income | $ | 308,909 |  | $ | 66,708 |  | $ | 375,617 |
Comprehensive income attributable to non-controlling interest | $ | (232,768 | ) | $ | (49,524 | ) | $ | (282,292 | )
Comprehensive income attributable to Premier, Inc. | $ | 76,269 |  | $ | 17,184 |  | $ | 93,453 |
| Nine months ended March 31, 2017
Condensed Consolidated Statement of Stockholders' Deficit | Previously Reported | Effect of Restatement | Restated
Net income | $ | 308,909 |  | $ | 66,708 |  | $ | 375,617 |
Net income attributable to non-controlling interest in Premier LP | $ | (232,683 | ) | $ | (49,524 | ) | $ | (282,207 | )
Accumulated deficit - Adjustment of redeemable limited partners' capital to redemption amount | $ | 400,687 |  | $ | 49,524 |  | $ | 450,211 |
Total stockholders' deficit - Adjustment of redeemable limited partners' capital to redemption amount | $ | 247,042 |  | $ | 49,524 |  | $ | 296,566 |
Total accumulated deficit (a) | $ | (1,474,965 | ) | $ | 66,708 |  | $ | (1,408,257 | )
Total stockholders' deficit (a) | $ | (1,474,458 | ) | $ | 66,708 |  | $ | (1,407,750 | )
| Nine months ended March 31, 2017
Condensed Consolidated Statements of Cash Flows | Previously Reported | Effect of Restatement | Restated
Net income | $ | 308,909 |  | $ | 66,708 |  | $ | 375,617 |
Deferred income taxes | $ | 112,669 |  | $ | (66,708 | ) | $ | 45,961 |
(a) | Balances presented as of March 31, 2017.

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