Reconciliation of Common Shares Used for Earnings (Loss) Per Share |
The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts): | | | | | | | | | | | | | | | Year Ended June 30, | | 2019 | 2019 | 2018 | 2017 | | As presented | Previous revenue standard (a) | Numerator for basic earnings (loss) per share: | | | | | Net income (loss) from continuing operations attributable to stockholders (b) | $ | 15,706 |
| $ | (13,394 | ) | $ | 191,040 |
| $ | 76,300 |
| Net loss from discontinued operations attributable to stockholders | (24,650 | ) | (24,640 | ) | (158 | ) | (51 | ) | Net (loss) income attributable to stockholders | $ | (8,944 | ) | $ | (38,034 | ) | $ | 190,882 |
| $ | 76,249 |
| | | | | | Numerator for diluted earnings (loss) per share: | | | | | Net income (loss) from continuing operations attributable to stockholders (b) | $ | 15,706 |
| $ | (13,394 | ) | $ | 191,040 |
| $ | 76,300 |
| Adjustment of redeemable limited partners' capital to redemption amount | — |
| — |
| (157,581 | ) | — |
| Net income from continuing operations attributable to non-controlling interest in Premier LP | — |
| — |
| 224,548 |
| — |
| Net income (loss) from continuing operations | 15,706 |
| (13,394 | ) | 258,007 |
| 76,300 |
| Tax effect on Premier, Inc. net income (c) | — |
| — |
| (70,257 | ) | — |
| Adjusted net income (loss) from continuing operations | $ | 15,706 |
| $ | (13,394 | ) | $ | 187,750 |
| $ | 76,300 |
| | | | | | Net loss from discontinued operations attributable to stockholders | $ | (24,650 | ) | $ | (24,640 | ) | $ | (158 | ) | $ | (51 | ) | Net loss from discontinued operations attributable to non-controlling interest in Premier LP | — |
| — |
| (279 | ) | (76 | ) | Adjusted net loss from discontinued operations | $ | (24,650 | ) | $ | (24,640 | ) | $ | (437 | ) | $ | (127 | ) | | | | | | Adjusted net (loss) income | $ | (8,944 | ) | $ | (38,034 | ) | $ | 187,313 |
| $ | 76,173 |
| | | | | |
| | | | | | | | | | | | | | | Year Ended June 30, | | 2019 | 2019 | 2018 | 2017 | | As presented | Previous revenue standard (a) | Denominator for basic earnings (loss) per share: | | | | | Weighted average shares (d) | 59,188 |
| 59,188 |
| 53,518 |
| 49,654 |
| | | | | | Denominator for diluted earnings (loss) per share: | | | | | Weighted average shares (d) | 59,188 |
| 59,188 |
| 53,518 |
| 49,654 |
| Effect of dilutive securities: (e) | | | | | Stock options | 577 |
| — |
| 275 |
| 286 |
| Restricted stock | 297 |
| — |
| 295 |
| 215 |
| Performance share awards | 207 |
| — |
| 252 |
| 219 |
| Class B shares outstanding | — |
| — |
| 83,000 |
| — |
| Weighted average shares and assumed conversions | 60,269 |
| 59,188 |
| 137,340 |
| 50,374 |
| | | | | | Basic earnings (loss) per share: | | | | | Basic earnings (loss) per share from continuing operations | $ | 0.27 |
| $ | (0.22 | ) | $ | 3.57 |
| $ | 1.54 |
| Basic loss per share from discontinued operations | (0.42 | ) | (0.42 | ) | 0.00 |
| 0.00 |
| Basic (loss) earnings per share attributable to stockholders | $ | (0.15 | ) | $ | (0.64 | ) | $ | 3.57 |
| $ | 1.54 |
| | | | | | Diluted earnings (loss) per share: | | | | | Diluted earnings (loss) per share from continuing operations | $ | 0.27 |
| $ | (0.22 | ) | $ | 1.37 |
| $ | 1.51 |
| Diluted loss per share from discontinued operations | (0.42 | ) | (0.42 | ) | (0.01 | ) | 0.00 |
| Diluted (loss) earnings per share attributable to stockholders | $ | (0.15 | ) | $ | (0.64 | ) | $ | 1.36 |
| $ | 1.51 |
|
| | (a) | The Company adopted Topic 606 effective July 1, 2018. Comparative results are presented under Topic 605. Refer to Note 2 - Significant Accounting Policies for more information. |
| | (b) | Net income (loss) from continuing operations attributable to stockholders was calculated as follows (in thousands): |
| | | | | | | | | | | | | | | Year Ended June 30, | | 2019 | 2019 | 2018 | 2017 | | As presented | Previous revenue standard | Net income from continuing operations | $ | 334,677 |
| $ | 299,195 |
| $ | 258,007 |
| $ | 449,604 |
| Net income from continuing operations attributable to non-controlling interest in Premier LP | (200,907 | ) | (178,480 | ) | (224,548 | ) | (336,128 | ) | Adjustment of redeemable limited partners' capital to redemption amount | (118,064 | ) | (134,109 | ) | 157,581 |
| (37,176 | ) | Net income (loss) from continuing operations attributable to stockholders | $ | 15,706 |
| $ | (13,394 | ) | $ | 191,040 |
| $ | 76,300 |
|
| | (c) | Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from non-controlling interest in Premier, LP for the purpose of diluted earnings (loss) per share. |
| | (d) | Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the years ended June 30, 2019, 2018 and 2017. |
| | (e) | For the year ended June 30, 2019, the effect of 70.8 million Class B common units exchangeable for Class A common shares and 0.4 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2018, the effect of 1.6 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. For the year ended June 30, 2017, the effect of 90.8 million Class B common units exchangeable for Class A common shares and 1.3 million stock options were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect. |
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Schedule of Exchange Agreement |
The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock and/or cash in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement, including activity related to the Class A and Class B common units and Class A and Class B common stock through the date of the applicable quarterly exchange: | | | | | | | | | Quarterly Exchange by Member Owners | Class B Common Shares Retired Upon Exchange (a) | Class B Common Shares Outstanding After Exchange (a) | Class A Common Shares Outstanding After Exchange (b) | Percentage of Combined Voting Power Class B/Class A Common Stock | July 31, 2018 | 816,468 |
| 79,519,233 |
| 53,256,897 |
| 60%/40% | October 31, 2018 | 9,807,651 |
| 69,601,752 |
| 63,734,585 |
| 53%/47% | January 31, 2019 | 3,705,459 |
| 65,778,688 |
| 63,841,210 |
| 51%/49% | April 30, 2019 | 435,188 |
| 64,548,044 |
| 61,826,763 |
| 51%/49% | July 31, 2019 (c) | 1,310,771 |
| 62,767,860 |
| 63,274,182 |
| 49.8%/50.2% |
| | (a) | The number of Class B common shares retired or outstanding are equivalent to the number of Class B common units retired upon exchange or outstanding after the exchange, as applicable. |
| | (b) | The number of Class A common shares outstanding after exchange also includes activity related to the Company's share repurchase program (see Note 12 - Stockholders' Deficit), equity incentive plan (see Note 14 - Stock-Based Compensation) and departed member owners (see Note 11 - Redeemable Limited Partners' Capital). |
| | (c) | As the quarterly exchange occurred on July 31, 2019, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2019. The Company utilized 1.3 million treasury shares to facilitate this exchange, and as a result had 1.1 million Class A common shares held in treasury as of July 31, 2019, after the exchange. |
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