Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
-10 | Condensed Consolidating Financial Statements | | | | | | | | | | | | | | | |
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The following information is presented as required by regulations of the U.S. Securities and Exchange Commission (SEC). None of this information is routinely prepared for use by management. The operating and investing activities of the separate legal entities included in the consolidated financial statements are fully interdependent and integrated. Accordingly, the operating results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis. Revenues and operating expenses of the separate legal entities include intercompany charges for management and other services. |
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The Company’s $440.0 million of 9.0% senior unsecured notes due in April 2020 (Notes) were issued in a private offering on April 3, 2012 and were subsequently registered as publicly traded securities through a Form S-4 declared effective by the SEC on September 5, 2012. The exchange offer was completed in October 2012. The Notes are unsecured obligations of the Company; however, the Notes are guaranteed by most of the Company’s direct and indirect 100%-owned domestic subsidiaries. USPI, which issued the Notes, does not have independent assets or operations. USPI’s investees in which USPI owns less than 100% are not guarantors of the obligation. The financial positions and results of operations (below, in thousands) of the respective guarantors are based upon the guarantor relationship at the end of the period presented. Consolidation adjustments include purchase accounting entries for investments in which the Company’s ownership percentage in non-participating investees is not high enough to permit the application of pushdown accounting. |
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Condensed Consolidating Balance Sheets: |
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As of September 30, 2014 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
ASSETS | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 47,191 | | | $ | 10,068 | | | $ | — | | | $ | 57,259 | |
Available for sale securities | | | 9,230 | | | | — | | | | — | | | | 9,230 | |
Accounts receivable, net | | | — | | | | 49,667 | | | | — | | | | 49,667 | |
Other receivables | | | 126,256 | | | | 29,036 | | | | (131,146 | ) | | | 24,146 | |
Inventories of supplies | | | 18 | | | | 8,308 | | | | — | | | | 8,326 | |
Prepaids and other current assets | | | 36,734 | | | | 2,131 | | | | — | | | | 38,865 | |
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Total current assets | | | 219,429 | | | | 99,210 | | | | (131,146 | ) | | | 187,493 | |
Property and equipment, net | | | 37,608 | | | | 90,688 | | | | 200 | | | | 128,496 | |
Investments in unconsolidated affiliates | | | 1,011,425 | | | | 79,543 | | | | (481,487 | ) | | | 609,481 | |
Goodwill and intangible assets, net | | | 961,899 | | | | 226,833 | | | | 410,393 | | | | 1,599,125 | |
Other assets | | | 33,716 | | | | 1,628 | | | | (2,885 | ) | | | 32,459 | |
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Total assets | | $ | 2,264,077 | | | $ | 497,902 | | | $ | (204,925 | ) | | $ | 2,557,054 | |
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LIABILITIES AND EQUITY | |
Liabilities and Equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 3,867 | | | $ | 14,721 | | | $ | — | | | $ | 18,588 | |
Accrued expenses and other | | | 285,051 | | | | 119,424 | | | | (131,220 | ) | | | 273,255 | |
Current portion of long-term debt | | | 10,135 | | | | 9,041 | | | | (236 | ) | | | 18,940 | |
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Total current liabilities | | | 299,053 | | | | 143,186 | | | | (131,456 | ) | | | 310,783 | |
Long-term debt, less current portion | | | 1,433,089 | | | | 51,521 | | | | (2,909 | ) | | | 1,481,701 | |
Other long-term liabilities | | | 225,548 | | | | 4,991 | | | | (236 | ) | | | 230,303 | |
Parent’s equity | | | 306,387 | | | | 243,557 | | | | (243,557 | ) | | | 306,387 | |
Noncontrolling interests | | | — | | | | 54,647 | | | | 173,233 | | | | 227,880 | |
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Total liabilities and equity | | $ | 2,264,077 | | | $ | 497,902 | | | $ | (204,925 | ) | | $ | 2,557,054 | |
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As of December 31, 2013 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
ASSETS | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 73,765 | | | $ | 4,976 | | | $ | — | | | $ | 78,741 | |
Available for sale securities | | | 10,802 | | | | — | | | | — | | | | 10,802 | |
Accounts receivable, net | | | — | | | | 51,608 | | | | — | | | | 51,608 | |
Other receivables | | | 79,664 | | | | 29,938 | | | | (85,411 | ) | | | 24,191 | |
Inventories of supplies | | | 1,133 | | | | 7,916 | | | | — | | | | 9,049 | |
Prepaids and other current assets | | | 36,200 | | | | 2,209 | | | | — | | | | 38,409 | |
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Total current assets | | | 201,564 | | | | 96,647 | | | | (85,411 | ) | | | 212,800 | |
Property and equipment, net | | | 37,935 | | | | 94,245 | | | | 294 | | | | 132,474 | |
Investments in unconsolidated affiliates | | | 978,305 | | | | 33,804 | | | | (490,276 | ) | | | 521,833 | |
Goodwill and intangible assets, net | | | 952,765 | | | | 217,448 | | | | 415,188 | | | | 1,585,401 | |
Other assets | | | 27,535 | | | | 1,451 | | | | (810 | ) | | | 28,176 | |
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Total assets | | $ | 2,198,104 | | | $ | 443,595 | | | $ | (161,015 | ) | | $ | 2,480,684 | |
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LIABILITIES AND EQUITY | |
Liabilities and Equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 3,249 | | | $ | 14,158 | | | $ | — | | | $ | 17,407 | |
Accrued expenses and other | | | 288,914 | | | | 75,286 | | | | (85,324 | ) | | | 278,876 | |
Current portion of long-term debt | | | 10,182 | | | | 9,452 | | | | (718 | ) | | | 18,916 | |
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Total current liabilities | | | 302,345 | | | | 98,896 | | | | (86,042 | ) | | | 315,199 | |
Long-term debt, less current portion | | | 1,403,500 | | | | 51,685 | | | | (493 | ) | | | 1,454,692 | |
Other long-term liabilities | | | 212,637 | | | | 5,270 | | | | (334 | ) | | | 217,573 | |
Parent’s equity | | | 279,622 | | | | 235,809 | | | | (235,809 | ) | | | 279,622 | |
Noncontrolling interests | | | — | | | | 51,935 | | | | 161,663 | | | | 213,598 | |
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Total liabilities and equity | | $ | 2,198,104 | | | $ | 443,595 | | | $ | (161,015 | ) | | $ | 2,480,684 | |
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Condensed Consolidating Statements of Income: |
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For the Nine Months Ended September 30, 2014 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Revenues | | $ | 90,523 | | | $ | 396,436 | | | $ | (20,852 | ) | | $ | 466,107 | |
Equity in earnings of unconsolidated affiliates | | | 112,303 | | | | 6,317 | | | | (45,021 | ) | | | 73,599 | |
Operating expenses, excluding depreciation and amortization | | | 73,122 | | | | 284,065 | | | | (20,754 | ) | | | 336,433 | |
Depreciation and amortization | | | 6,051 | | | | 13,471 | | | | 94 | | | | 19,616 | |
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Operating income | | | 123,653 | | | | 105,217 | | | | (45,213 | ) | | | 183,657 | |
Interest expense, net | | | (67,437 | ) | | | (2,653 | ) | | | — | | | | (70,090 | ) |
Other income (expense), net | | | (29 | ) | | | (51 | ) | | | — | | | | (80 | ) |
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Income from continuing operations before income taxes | | | 56,187 | | | | 102,513 | | | | (45,213 | ) | | | 113,487 | |
Income tax expense | | | (18,648 | ) | | | (3,349 | ) | | | — | | | | (21,997 | ) |
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Income from continuing operations | | | 37,539 | | | | 99,164 | | | | (45,213 | ) | | | 91,490 | |
Loss from discontinued operations, net of tax | | | (332 | ) | | | — | | | | — | | | | (332 | ) |
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Net income | | | 37,207 | | | | 99,164 | | | | (45,213 | ) | | | 91,158 | |
Less: Net income attributable to noncontrolling interests | | | — | | | | (17,983 | ) | | | (35,968 | ) | | | (53,951 | ) |
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Net income attributable to Parent | | $ | 37,207 | | | $ | 81,181 | | | $ | (81,181 | ) | | $ | 37,207 | |
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For the Nine Months Ended September 30, 2013 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Revenues | | $ | 87,455 | | | $ | 384,075 | | | $ | (20,178 | ) | | $ | 451,352 | |
Equity in earnings of unconsolidated affiliates | | | 108,138 | | | | 4,881 | | | | (49,260 | ) | | | 63,759 | |
Operating expenses, excluding depreciation and amortization | | | 68,759 | | | | 263,702 | | | | (20,047 | ) | | | 312,414 | |
Depreciation and amortization | | | 6,941 | | | | 13,720 | | | | 97 | | | | 20,758 | |
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Operating income | | | 119,893 | | | | 111,534 | | | | (49,488 | ) | | | 181,939 | |
Interest expense, net | | | (72,926 | ) | | | (3,300 | ) | | | — | | | | (76,226 | ) |
Loss on early retirement of debt | | | (5,536 | ) | | | — | | | | — | | | | (5,536 | ) |
Other income (expense), net | | | (904 | ) | | | 901 | | | | — | | | | (3 | ) |
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Income before income taxes | | | 40,527 | | | | 109,135 | | | | (49,488 | ) | | | 100,174 | |
Income tax expense | | | (13,594 | ) | | | (4,309 | ) | | | — | | | | (17,903 | ) |
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Net income | | | 26,933 | | | | 104,826 | | | | (49,488 | ) | | | 82,271 | |
Less: Net income attributable to noncontrolling interests | | | — | | | | (14,763 | ) | | | (40,575 | ) | | | (55,338 | ) |
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Net income attributable to Parent | | $ | 26,933 | | | $ | 90,063 | | | $ | (90,063 | ) | | $ | 26,933 | |
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Condensed Consolidating Statements of Comprehensive Income: |
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For the Nine Months Ended September 30, 2014 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Net income | | $ | 37,207 | | | $ | 99,164 | | | $ | (45,213 | ) | | $ | 91,158 | |
Other comprehensive income: | | | | | | | | | | | | | | | | |
Unrealized gain on available for sale securities, net of tax | | | (3 | ) | | | — | | | | — | | | | (3 | ) |
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Comprehensive income | | | 37,204 | | | | 99,164 | | | | (45,213 | ) | | | 91,155 | |
Comprehensive income attributable to noncontrolling interests | | | — | | | | (17,983 | ) | | | (35,968 | ) | | | (53,951 | ) |
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Comprehensive income attributable to Parent | | $ | 37,204 | | | $ | 81,181 | | | $ | (81,181 | ) | | $ | 37,204 | |
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For the Nine Months Ended September 30, 2013 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Net income | | $ | 26,933 | | | $ | 104,826 | | | $ | (49,488 | ) | | $ | 82,271 | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
Unrealized loss on available for sale securities, net of tax | | | (44 | ) | | | — | | | | — | | | | (44 | ) |
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Comprehensive income | | | 26,889 | | | | 104,826 | | | | (49,488 | ) | | | 82,227 | |
Comprehensive income attributable to noncontrolling interests | | | — | | | | (14,763 | ) | | | (40,575 | ) | | | (55,338 | ) |
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Comprehensive income attributable to Parent | | $ | 26,889 | | | $ | 90,063 | | | $ | (90,063 | ) | | $ | 26,889 | |
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Condensed Consolidating Statements of Cash Flows: |
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For the Nine Months Ended September 30, 2014 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 37,207 | | | $ | 99,164 | | | $ | (45,213 | ) | | $ | 91,158 | |
Loss on discontinued operations | | | 332 | | | | — | | | | — | | | | 332 | |
Changes in operating and intercompany assets and liabilities and noncash items included in net income | | | 52,260 | | | | 12,910 | | | | 3,203 | | | | 68,373 | |
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Net cash provided by operating activities | | | 89,799 | | | | 112,074 | | | | (42,010 | ) | | | 159,863 | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchases of property and equipment, net | | | (2,602 | ) | | | (5,274 | ) | | | — | | | | (7,876 | ) |
Purchases and sales of new businesses and equity interests, net | | | (89,836 | ) | | | (51,684 | ) | | | — | | | | (141,520 | ) |
Other items, net | | | (31,941 | ) | | | 1,530 | | | | 51,978 | | | | 21,567 | |
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Net cash used in investing activities | | | (124,379 | ) | | | (55,428 | ) | | | 51,978 | | | | (127,829 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term borrowings, net | | | 29,271 | | | | (6,235 | ) | | | (1,223 | ) | | | 21,813 | |
Purchases and sales of noncontrolling interests, net | | | (316 | ) | | | — | | | | — | | | | (316 | ) |
Distributions to noncontrolling interests | | | — | | | | (97,606 | ) | | | 42,010 | | | | (55,596 | ) |
Increase in cash held on behalf of noncontrolling interest holders and other | | | (20,949 | ) | | | 52,287 | | | | (50,755 | ) | | | (19,417 | ) |
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Net cash provided by (used in) financing activities | | | 8,006 | | | | (51,554 | ) | | | (9,968 | ) | | | (53,516 | ) |
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Net increase (decrease) in cash | | | (26,574 | ) | | | 5,092 | | | | — | | | | (21,482 | ) |
Cash at the beginning of the period | | | 73,765 | | | | 4,976 | | | | — | | | | 78,741 | |
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Cash at the end of the period | | $ | 47,191 | | | $ | 10,068 | | | $ | — | | | $ | 57,259 | |
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For the Nine Months Ended September 30, 2013 | | Guarantors | | | Non-Participating | | | Consolidation | | | Consolidated | |
Investees | Adjustments | Total |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 26,933 | | | $ | 104,826 | | | $ | (49,488 | ) | | $ | 82,271 | |
Loss on early retirement of debt | | | 5,536 | | | | — | | | | — | | | | 5,536 | |
Changes in operating and intercompany assets and liabilities and noncash items included in net income | | | 24,391 | | | | 14,448 | | | | 1,439 | | | | 40,278 | |
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Net cash provided by operating activities | | | 56,860 | | | | 119,274 | | | | (48,049 | ) | | | 128,085 | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchases of property and equipment, net | | | (11,928 | ) | | | (5,429 | ) | | | — | | | | (17,357 | ) |
Purchases and sales of new businesses and equity interests, net | | | 1,099 | | | | (6,395 | ) | | | — | | | | (5,296 | ) |
Other items, net | | | (6,670 | ) | | | 1,167 | | | | 4,620 | | | | (883 | ) |
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Net cash used in investing activities | | | (17,499 | ) | | | (10,657 | ) | | | 4,620 | | | | (23,536 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term borrowings, net | | | (6,256 | ) | | | (7,985 | ) | | | 420 | | | | (13,821 | ) |
Purchases and sales of noncontrolling interests, net | | | (717 | ) | | | — | | | | — | | | | (717 | ) |
Distributions to noncontrolling interests | | | — | | | | (105,470 | ) | | | 48,049 | | | | (57,421 | ) |
Increase in cash held on behalf of noncontrolling interest holders and other | | | 2,973 | | | | 6,206 | | | | (5,040 | ) | | | 4,139 | |
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Net cash used in financing activities | | | (4,000 | ) | | | (107,249 | ) | | | 43,429 | | | | (67,820 | ) |
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Net increase in cash | | | 35,361 | | | | 1,368 | | | | — | | | | 36,729 | |
Cash at the beginning of the period | | | 42,291 | | | | 8,912 | | | | — | | | | 51,203 | |
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Cash at the end of the period | | $ | 77,652 | | | $ | 10,280 | | | $ | — | | | $ | 87,932 | |
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