Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 |
Document and Entity Information | |||
Entity Registrant Name | Envision Healthcare Holdings, Inc. | ||
Entity Central Index Key | 1578318 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2.90 | ||
Entity Common Stock, Shares Outstanding | 184,138,454 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $318,895 | $204,712 |
Insurance collateral | 32,828 | 29,619 |
Trade and other accounts receivable, net | 950,115 | 801,146 |
Parts and supplies inventory | 24,484 | 23,376 |
Prepaids and other current assets | 36,917 | 23,430 |
Total current assets | 1,363,239 | 1,082,283 |
Non-current assets: | ||
Property, plant and equipment, net | 211,276 | 194,715 |
Intangible assets, net | 524,482 | 513,698 |
Insurance collateral | 10,568 | 12,716 |
Goodwill | 2,538,633 | 2,435,670 |
Other long-term assets | 55,555 | 60,935 |
Total assets | 4,703,753 | 4,300,017 |
Current liabilities: | ||
Accounts payable | 47,584 | 52,588 |
Accrued liabilities | 412,657 | 350,936 |
Current deferred tax liabilities | 104,278 | 35,487 |
Current portion of long-term debt and capital lease obligations | 12,349 | 12,318 |
Total current liabilities | 576,868 | 451,329 |
Long-term debt and capital lease obligations | 2,025,877 | 1,895,381 |
Long-term deferred tax liabilities | 130,963 | 151,130 |
Insurance reserves | 180,639 | 175,427 |
Other long-term liabilities | 20,365 | 16,997 |
Total liabilities | 2,934,712 | 2,690,264 |
Commitments and contingencies | ||
Equity: | ||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 183,679,113 and 180,382,885 issued and outstanding at December 31, 2014 and 2013, respectively) | 1,837 | 1,804 |
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding at December 31, 2014 and 2013) | ||
Additional paid-in capital | 1,616,747 | 1,575,417 |
Retained earnings | 143,849 | 18,341 |
Accumulated other comprehensive income (loss) | -1,856 | -839 |
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,594,723 |
Noncontrolling interest | 8,464 | 15,030 |
Total equity | 1,769,041 | 1,609,753 |
Total liabilities and equity | $4,703,753 | $4,300,017 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 19, 2013 |
CONSOLIDATED BALANCE SHEETS | |||
Common stock, par value (in dollars per share) | ($0.01) | ($0.01) | $0.01 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 183,679,113 | 180,382,885 | |
Common stock, shares outstanding | 183,679,113 | 180,382,885 | |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||
Revenue, net of contractual discounts | $7,884,953 | $6,771,522 | $5,834,632 |
Provision for uncompensated care | -3,487,309 | -3,043,210 | -2,534,511 |
Net revenue | 4,397,644 | 3,728,312 | 3,300,121 |
Compensation and benefits | 3,156,480 | 2,667,439 | 2,307,628 |
Operating expenses | 487,841 | 424,865 | 421,424 |
Insurance expense | 120,983 | 106,293 | 97,950 |
Selling, general and administrative expenses | 90,731 | 106,659 | 78,540 |
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 |
Restructuring charges | 6,968 | 5,669 | 14,086 |
Income from operations | 388,486 | 276,755 | 256,742 |
Interest income from restricted assets | 1,135 | 792 | 625 |
Interest expense, net | -110,505 | -186,701 | -182,607 |
Realized gains (losses) on investments | 371 | 471 | 394 |
Other income (expense), net | -3,980 | -12,760 | 1,422 |
Loss on early debt extinguishment | -66,397 | -68,379 | -8,307 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 209,110 | 10,178 | 68,269 |
Income tax benefit (expense) | -89,498 | 994 | -27,463 |
Income (loss) before equity in earnings of unconsolidated subsidiary | 119,612 | 11,172 | 40,806 |
Equity in earnings of unconsolidated subsidiary | 254 | 323 | 379 |
Net income (loss) | 119,866 | 11,495 | 41,185 |
Less: Net (income) loss attributable to noncontrolling interest | 5,642 | -5,500 | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 125,508 | 5,995 | 41,185 |
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||
Basic (in dollars per share) | $0.69 | $0.04 | $0.32 |
Diluted (in dollars per share) | $0.66 | $0.04 | $0.31 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 182,019,732 | 150,156,216 | 130,228,970 |
Diluted (in shares) | 189,921,434 | 156,962,385 | 132,945,862 |
Comprehensive income (loss): | |||
Net income (loss) | 119,866 | 11,495 | 41,185 |
Other comprehensive income (loss), net of tax: | |||
Unrealized holding gains (losses) during the period | -723 | -892 | 1,632 |
Unrealized gains (losses) on derivative financial instruments | -294 | 266 | 857 |
Total other comprehensive income (loss), net of tax | -1,017 | -626 | 2,489 |
Comprehensive income (loss) | 118,849 | 10,869 | 43,674 |
Less: Comprehensive (income) loss attributable to noncontrolling interest | 5,642 | -5,500 | |
Comprehensive income (loss) attributable to Envision Healthcare Holdings, Inc. | $124,491 | $5,369 | $43,674 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at beginning of period at Dec. 31, 2011 | $1,302 | $901,871 | $13,019 | ($2,702) | $913,490 | |
Balance (in shares) at Dec. 31, 2011 | 130,204,113 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased | -1 | -520 | -521 | |||
Shares repurchased (in shares) | -148,519 | |||||
Equity-based compensation | 4,248 | 4,248 | ||||
Exercise of options | 6 | 328 | 334 | |||
Exercise of options (in shares) | 606,033 | |||||
Dividend paid | 386,924 | 41,858 | 428,782 | |||
Excess tax benefits from stock-based compensation | 873 | 873 | ||||
Tax impact of dividend | 4,841 | 4,841 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 41,185 | 41,185 | ||||
Fair value of fuel hedge | 2,258 | 2,258 | ||||
Fair value of interest rate swap agreement | -1,401 | -1,401 | ||||
Unrealized holding gains (losses) | 1,632 | 1,632 | ||||
Contributions from noncontrolling interest | 6,530 | 6,530 | ||||
Balance at end of period at Dec. 31, 2012 | 1,307 | 524,717 | 12,346 | -213 | 6,530 | 544,687 |
Balance (in shares) at Dec. 31, 2012 | 130,661,627 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity offering, net of issuance costs of $4,031 and 5.5% underwriter discount | 483 | 1,045,769 | 1,046,252 | |||
Equity offering, net of issuance costs of $4,031 and 5.5% underwriter discount (in shares) | 48,300,000 | |||||
Shares repurchased | -4 | -1,463 | -1,467 | |||
Shares repurchased (in shares) | -365,227 | |||||
Equity-based compensation | 4,248 | 4,248 | ||||
Exercise of options | 18 | 859 | 877 | |||
Exercise of options (in shares) | 1,786,485 | |||||
Excess tax benefits from stock-based compensation | 62 | 62 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 5,995 | 5,995 | ||||
Net (income) loss attributable to noncontrolling interest | 5,500 | 5,500 | ||||
Fair value of fuel hedge | -636 | -636 | ||||
Fair value of interest rate swap agreement | 902 | 902 | ||||
Unrealized holding gains (losses) | -892 | -892 | ||||
Contributions from noncontrolling interest | 3,000 | 3,000 | ||||
Other | 1,225 | 1,225 | ||||
Balance at end of period at Dec. 31, 2013 | 1,804 | 1,575,417 | 18,341 | -839 | 15,030 | 1,609,753 |
Balance (in shares) at Dec. 31, 2013 | 180,382,885 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased | -6 | -16,832 | -16,838 | |||
Shares repurchased (in shares) | -570,407 | |||||
Equity-based compensation | 5,109 | 5,109 | ||||
Exercise of options | 39 | 10,132 | 10,171 | |||
Exercise of options (in shares) | 3,866,635 | |||||
Excess tax benefits from stock-based compensation | 44,550 | 44,550 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 125,508 | 125,508 | ||||
Net (income) loss attributable to noncontrolling interest | -5,642 | -5,642 | ||||
Fair value of fuel hedge | -1,317 | -1,317 | ||||
Fair value of interest rate swap agreement | 1,023 | 1,023 | ||||
Unrealized holding gains (losses) | -723 | -723 | ||||
Contributions from noncontrolling interest | 1,289 | 1,289 | ||||
Distributions to noncontrolling interest | -2,213 | -2,213 | ||||
Other | -1,629 | -1,629 | ||||
Balance at end of period at Dec. 31, 2014 | $1,837 | $1,616,747 | $143,849 | ($1,856) | $8,464 | $1,769,041 |
Balance (in shares) at Dec. 31, 2014 | 183,679,113 |
Recovered_Sheet1
Consolidated Statements of Changes in Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $4,031 |
Equity offering, underwriter discount (as a percent) | 5.50% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities | |||
Net income (loss) | $119,866 | $11,495 | $41,185 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 155,629 | 158,588 | 141,015 |
(Gain) loss on disposal of property, plant and equipment | -2,131 | -28 | -268 |
Equity-based compensation expense | 5,109 | 4,248 | 4,248 |
Excess tax benefits from equity-based compensation | -44,550 | -62 | -873 |
Loss on early debt extinguishment | 66,397 | 68,379 | 8,307 |
Equity in earnings of unconsolidated subsidiary | -254 | -323 | -379 |
Dividends received | 430 | 556 | 611 |
Deferred income taxes | 44,651 | 2,416 | 31,932 |
Payment of dissenting shareholder settlement | -13,717 | ||
Changes in operating assets/liabilities, net of acquisitions: | |||
Trade and other accounts receivable, net | -129,239 | -175,968 | -81,857 |
Parts and supplies inventory | -687 | -1,326 | 643 |
Prepaids and other current assets | -12,157 | 987 | 5,839 |
Accounts payable and accrued liabilities | 84,667 | -11,596 | 65,777 |
Insurance rerserves | -13,683 | 10,466 | 255 |
Net cash provided by (used in) operating activities | 274,048 | 54,115 | 216,435 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | -79,751 | -3,156 | -39,035 |
Sales and maturities of available-for-sale securities | 62,673 | 14,096 | 96,643 |
Purchases of property, plant and equipment | -78,046 | -65,879 | -60,215 |
Proceeds from sale of property, plant and equipment | 2,444 | 744 | 7,220 |
Acquisition of businesses, net of cash received | -181,642 | -35,098 | -193,002 |
Net change in insurance collateral | 481 | -7,235 | 34,332 |
Other investing activities | -2,977 | -2,069 | 14 |
Net cash provided by (used in) investing activities | -276,818 | -98,597 | -154,043 |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,112,017 | 334 | |
Borrowings under the Term Loan | 150,000 | ||
Borrowings under the ABL Facility | 50,000 | 345,440 | 130,000 |
Proceeds from issuance of senior notes | 740,625 | 450,000 | |
Repayments of the Term Loan | -13,372 | -13,371 | -262,884 |
Repayments of the ABL Facility | -50,000 | -470,440 | -5,000 |
Repayments of PIK Notes and senior notes | -607,750 | -777,250 | -15,000 |
Payment for debt extinguishment premiums | -37,630 | -39,402 | |
Debt issuance costs | -2,224 | -5,011 | -21,219 |
Equity issuance costs | -65,131 | ||
Proceeds from stock options exercised | 7,730 | ||
Excess tax benefits from equity-based compensation | 44,550 | 62 | 873 |
Class A common stock repurchased as treasury stock | -511 | ||
Shares repurchased for tax withholdings | -14,430 | ||
Contributions from (Distributions to) noncontrolling interest, net | -924 | 3,000 | 6,530 |
Payment of dissenting shareholder settlement | -38,336 | ||
Net change in bank overdrafts | -10,146 | 7,808 | |
Other financing activities | 378 | -70 | -732 |
Net cash provided by (used in) financing activities | 116,953 | 191,362 | -138,583 |
Change in cash and cash equivalents | 114,183 | 146,880 | -76,191 |
Cash and cash equivalents, beginning of period | 204,712 | 57,832 | 134,023 |
Cash and cash equivalents, end of period | $318,895 | $204,712 | $57,832 |
General
General | 12 Months Ended |
Dec. 31, 2014 | |
General | |
General | |
1. General | |
Basis of Presentation of Financial Statements | |
Envision Healthcare Holdings, Inc. ("EVHC" or the "Company") formerly known as CDRT Holding Corporation, is organized as a holding company that operates through various subsidiaries. Envision Healthcare Corporation, formerly known as Emergency Medical Services Corporation, ("Corporation") is a wholly-owned subsidiary of the Company. | |
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") to reflect the consolidated financial position, results of operations and cash flows of the Company. | |
On July 29, 2013, the Company effected a 9.3 for 1.0 stock split of its common stock, resulting in 132,082,885 shares of common stock issued. The accompanying consolidated financial statements give retroactive effect to the stock split for all periods presented. | |
On August 19, 2013, the Company completed an initial public offering of its common stock, par value $0.01 per share ("Common Stock"). See Note 14 for further information on the Company's initial public offering and its equity. | |
The Company operates in two segments, EmCare Holdings, Inc. ("EmCare") in the facility-based and post-acute care physician service business and American Medical Response, Inc. ("AMR") in the healthcare transportation service business. EmCare provides integrated facility-based physician services for emergency departments, anesthesiology, hospitalist/inpatient, radiology, teleradiology and surgery programs with 784 contracts in 41 states and the District of Columbia. EmCare recruits physicians, gathers their credentials, arranges contracts for their services, assists in monitoring their performance and arranges their scheduling. In addition, EmCare assists clients in such operational areas as staff coordination, quality assurance, departmental accreditation, billing, record-keeping, third-party payment programs, and other administrative services. EmCare also offers physician-led care management solutions outside the hospital. AMR operates in 38 states and the District of Columbia, providing a full range of healthcare transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. In addition, AMR operates emergency ("911") call and response services for large and small communities all across the United States, offers contracted medical staffing, and provides telephone triage, transportation dispatch and demand management services. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
Consolidation | ||||||||||||||
The consolidated financial statements of the Company include all of its wholly-owned subsidiaries, including Corporation, EmCare and AMR and their respective subsidiaries and affiliated physician groups. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements including, but not limited to, estimates and assumptions for accounts receivable and insurance related reserves. Actual results may differ from those estimates under different assumptions or conditions. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
Cash and cash equivalents are comprised of highly liquid investments with a maturity of three months or less at acquisition, and are recorded at market value. | ||||||||||||||
As of December 31, 2014 and 2013, bank overdrafts of zero and $5.0 million, respectively, were included in accounts payable in the accompanying balance sheets. | ||||||||||||||
Insurance Collateral | ||||||||||||||
Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company's captive insurance subsidiary that supports the Company's insurance program and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income, net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. | ||||||||||||||
Realized gains and losses are determined based on an average cost basis. | ||||||||||||||
Insurance collateral also includes a receivable from insurers of $1.5 million and $1.3 million as of December 31, 2014 and 2013, respectively, for liabilities in excess of the Company's self-insured retention. | ||||||||||||||
Trade and Other Accounts Receivable, net | ||||||||||||||
The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. Patient-related accounts receivable are recorded net of estimated allowances for contractual discounts and uncompensated care in the period in which services are performed. Account balances are charged off against the uncompensated care allowance, which relates principally to receivables recorded for self-pay patients, when it is probable the receivable will not be recovered. Write- offs to the contractual allowance occur when payment is received. As a result of the estimates used in recording the allowances, the nature of healthcare collections, which may involve lengthy delays, and the current uncertainty in the economy, there is a reasonable possibility that recorded estimates will change materially in the short-term. | ||||||||||||||
The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable, net | ||||||||||||||
EVHC | $ | 28 | $ | 1,011 | ||||||||||
EmCare | 645,427 | 558,195 | ||||||||||||
AMR | 304,660 | 241,940 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 950,115 | $ | 801,146 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Accounts receivable allowances | ||||||||||||||
EmCare | ||||||||||||||
Allowance for contractual discounts | $ | 2,522,622 | $ | 1,807,090 | ||||||||||
Allowance for uncompensated care | 1,060,270 | 868,590 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 3,582,892 | $ | 2,675,680 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
AMR | ||||||||||||||
Allowance for contractual discounts | $ | 278,230 | $ | 195,614 | ||||||||||
Allowance for uncompensated care | 167,529 | 170,243 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 445,759 | $ | 365,857 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The changes in the allowances for contractual discounts and uncompensated care are primarily a result of changes in the Company's gross fee-for-service rate schedules and gross accounts receivable balances. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed for all revenue sources and to all payors under that specific contract; however, reimbursement in the case of certain state, federal, and commercial payors, including Medicare and Medicaid, will not change as a result of the change in gross fee schedules. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges. | ||||||||||||||
Parts and Supplies Inventory | ||||||||||||||
Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies, including oximeters and other miscellaneous items, are capitalized as inventory and expensed as used. | ||||||||||||||
Property, Plant and Equipment, net | ||||||||||||||
Property, plant and equipment are reflected at their estimated fair value as of May 25, 2011 in connection with the acquisition of Corporation led by Clayton, Dubilier & Rice, LLC ("CD&R"). Additions to property, plant and equipment subsequent to this date are recorded at cost. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight-line basis over their estimated useful lives, which are as follows: | ||||||||||||||
Buildings | 35 to 40 years | |||||||||||||
Leasehold improvements | Shorter of expected life or life of lease | |||||||||||||
Vehicles | 5 to 7 years | |||||||||||||
Computer hardware and software | 3 to 5 years | |||||||||||||
Other | 3 to 10 years | |||||||||||||
Goodwill and Other Indefinite Lived Intangibles | ||||||||||||||
Goodwill and other indefinite lived intangibles, including radio frequencies, licenses and trade names, are not amortized, but instead tested for impairment at least annually. The Company performs its annual impairment test in the third quarter for goodwill and other indefinite lived intangibles or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such indicators include a sustained significant decline in the Company's market capitalization or a significant decline in its expected future cash flows due to changes in company-specific factors or the broader business climate. The evaluation of such factors requires considerable judgment. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and have a material impact on the Company's consolidated financial statements. | ||||||||||||||
Goodwill and other indefinite lived intangible assets have been allocated to three reporting units. Two of the reporting units are aggregated into the EmCare operating segment and the other reporting unit is the AMR operating segment which the Company determined met the criteria to be classified as a reporting unit. As of December 31, 2014, $1,679.5 million and $859.1 million of goodwill had been allocated to EmCare and AMR, respectively. | ||||||||||||||
The Company compares the fair value of its reporting units to the carrying amounts on an annual basis to determine if there is potential goodwill impairment. If the fair value of the reporting units is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. | ||||||||||||||
Fair value for each of the reporting units is determined using the estimated future cash flows, discounted at a rate commensurate with the risk involved or the market approach. No impairment indicators were noted in completing the Company's annual impairment assessments in 2014 and no indicators were noted which would indicate that subsequent interim impairment tests were necessary. No impairment charges were recorded as of December 31, 2014, 2013, or 2012. | ||||||||||||||
Impairment of Long-lived Assets and Other Definite Lived Intangibles | ||||||||||||||
Long-lived assets and other definite lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors that could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long-lived assets and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management's best estimate of future market and operating conditions, which may differ from actual cash flows. There were no indicators of impairment in 2014, 2013, or 2012. | ||||||||||||||
Contract Value | ||||||||||||||
The Company's contracts and customer relationships, recorded initially at their estimated fair value, represent the amortized value of such assets held by the Company. Consistent with management's expectation of estimated future cash flow, these assets are amortized on a straight-line basis over the average length of the contracts and expected contract renewal period, and range from 5 to 12.5 years depending on the type of contract and customer relationship. | ||||||||||||||
Claims Liability and Professional Liability Reserves | ||||||||||||||
The Company is self-insured up to certain limits for costs associated with workers compensation claims, automobile claims, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with independent actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent stable trends in the historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, recorded reserves could differ from ultimate costs related to these claims due to changes in accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next 12 months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities. | ||||||||||||||
Derivatives and Hedging Activities | ||||||||||||||
All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage risks associated with interest rate and fuel price volatility. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with GAAP. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting and the ineffective portion of hedges are marked to market with changes recognized in current earnings. The Company does not hold or issue derivative financial instruments for trading purposes and is not a party to leveraged derivatives (see Note 12). | ||||||||||||||
EmCare Contractual Arrangements | ||||||||||||||
EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly-owned subsidiary of EmCare ("EmCare Subsidiary") contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement with a professional association or professional corporation ("PA"), whereby the EmCare Subsidiary provides the PA with management services and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA's revenues over its expenses. In all arrangements, decisions regarding patient care are made exclusively by the physicians. | ||||||||||||||
Each PA is wholly-owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement. | ||||||||||||||
EmCare has determined that these management contracts meet the requirements for consolidation in accordance with GAAP. Accordingly, these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs' voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare's relationship with the PA. | ||||||||||||||
Financial Instruments and Concentration of Credit Risk | ||||||||||||||
The Company's cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long-term debt and long-term liabilities, other than self-insurance estimates, constitute financial instruments. Based on management's estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value as of December 31, 2014 and 2013. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company's customer base throughout the United States. A significant component of the Company's revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the years ended December 31, 2014 and 2013, the Company derived approximately 33% and 34%, respectively, of its net revenue from Medicare and Medicaid, 64% and 62%, respectively, from insurance providers and contracted payors, and 3% and 4%, respectively, directly from patients. | ||||||||||||||
The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of December 31, 2014 was approximately $744.4 million with a carrying amount of $750.0 million. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Fee-for-service revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Fee-for-service revenue represents billings for services provided to patients, for which the Company receives payment from the patient or their third-party payor. Provisions for contractual discounts are related to differences between gross charges and specific payor, including governmental, reimbursement schedules. The Company records fee-for-service revenue, net of the contractual discounts based on the information entered into the Company's billing systems from received medical charts. An estimate for unprocessed medical charts for a given service period is made and adjusted in future periods based on actual medical charts processed. Information entered into the billing systems is subject to change, e.g. change in payor status, and may impact recorded fee-for-service revenue, net of the contractual discounts. Such changes are recognized in the period the change is known. | ||||||||||||||
Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand-by, special event and community subsidies at AMR. Provisions for estimated uncompensated care, or bad debts, are related principally to the number of self-pay patients treated in the period. | ||||||||||||||
Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are shown below. | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
EmCare | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 60.6 | 57.8 | 57.7 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 39.4 | 42.2 | 42.3 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 20.1 | 21.6 | 21.2 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 51.0 | % | 51.1 | % | 50.1 | % | ||||||||
AMR | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 52.8 | 50.7 | 49.2 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 47.2 | 49.3 | 50.8 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 11.9 | 14.7 | 15.6 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 25.2 | % | 29.7 | % | 30.7 | % | ||||||||
Total | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 58.8 | 56.0 | 55.1 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 41.2 | 44.0 | 44.9 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 18.2 | 19.8 | 19.5 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 44.2 | % | 44.9 | % | 43.4 | % | ||||||||
During 2014, the Company determined that Medicare and Medicaid managed care programs would be better categorized in the Medicare and Medicaid payor class and has reclassified those encounters in the presentation below and conformed prior periods to current period presentation. Net revenue for the years ended December 31, 2014, 2013 and 2012 consisted of the following (in thousands): | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 1,181,762 | $ | 982,640 | $ | 792,796 | ||||||||
Medicaid | 415,771 | 257,100 | 224,974 | |||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 2,551,123 | 2,241,422 | 2,027,872 | |||||||||||
Self-pay | 2,993,997 | 2,660,924 | 2,221,356 | |||||||||||
| | | | | | | | | | | ||||
Sub-total | 7,142,653 | 6,142,086 | 5,266,998 | |||||||||||
Subsidies and fees | 742,300 | 629,436 | 567,634 | |||||||||||
| | | | | | | | | | | ||||
Revenue, net of contractual discounts | 7,884,953 | 6,771,522 | 5,834,632 | |||||||||||
Provision for uncompensated care | (3,487,309 | ) | (3,043,210 | ) | (2,534,511 | ) | ||||||||
| | | | | | | | | | | ||||
Net revenue | $ | 4,397,644 | $ | 3,728,312 | $ | 3,300,121 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods as adjustments become known. These adjustments in the aggregate increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $12.5 million and $1.0 million for the years ended December 31, 2014 and 2013, respectively, and decreased the contractual discount and uncompensated care provisions (increased net revenue) by approximately $10.0 million for the year ended December 31, 2012. | ||||||||||||||
Subsidies and fees in connection with community contracts at AMR are recognized ratably over the service period the payment covers. | ||||||||||||||
The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. | ||||||||||||||
Income Taxes | ||||||||||||||
Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any. | ||||||||||||||
Equity Based Compensation | ||||||||||||||
The Company recognizes all share-based payments to employees based on its grant-date fair values and its estimates of forfeitures. The Company recognizes the fair value of outstanding options as a charge to operations over the vesting period. The cash benefits of tax deductions in excess of deferred taxes on recognized compensation expense are reported as a financing cash flow. The Company uses the straight-line method to recognize equity based compensation expense for its outstanding stock awards. Equity based compensation has been issued under the plans described in Note 17. | ||||||||||||||
Fair Value Measurement | ||||||||||||||
The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework that ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | ||||||||||||||
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories: | ||||||||||||||
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include investments held in connection with the Company's captive insurance program. | ||||||||||||||
Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include corporate bonds and derivatives. | ||||||||||||||
Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company's own assumptions about the fair value of the asset or liability. Balances in this category include the Company's estimate, using a combination of internal and external fair value analyses, of contingent consideration for acquisitions described in Note 5. | ||||||||||||||
The following table summarizes the valuation of the Company's financial instruments by the above fair value hierarchy levels as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||
December 31, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 30,243 | $ | — | $ | — | $ | 30,243 | ||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 2,000 | 2,000 | ||||||||||
Fuel hedge | — | 1,433 | — | 1,433 | ||||||||||
Interest rate swap | — | 1,493 | — | 1,493 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,170 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has decreased by $5.7 million since December 31, 2013 primarily due to payments made, offset by an increase of $2.0 million from recent acquisitions. | ||||||||||||||
During the year ended December 31, 2014 and 2013, the Company had no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. ASU 2014-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined the effects, if any, that adoption of ASU 2014-09 may have on its consolidated financial position or results of operations. | ||||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15) which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to impact the Company's consolidated financial statements. | ||||||||||||||
Basic_and_Diluted_Net_Income_L
Basic and Diluted Net Income (Loss) Per Share | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Basic and Diluted Net Income (Loss) Per Share | |||||||||||
Basic and Diluted Net Income Per Share | 3. Basic and Diluted Net Income Per Share | ||||||||||
The Company presents both basic earnings per share ("EPS") and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing "Net income attributable to Envision Healthcare Holdings, Inc." by the "Weighted-average common shares outstanding" for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised. The potential dilution from stock awards was computed using the treasury stock method based on the average market value of the Company's common stock. The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except per share amounts). | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 125,508 | $ | 5,995 | $ | 41,185 | |||||
Weighted-average common shares outstanding—common stock: | |||||||||||
Basic | 182,020 | 150,156 | 130,229 | ||||||||
Dilutive impact of stock awards outstanding | 7,901 | 6,806 | 2,717 | ||||||||
| | | | | | | | | | | |
Diluted | 189,921 | 156,962 | 132,946 | ||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic | $ | 0.69 | $ | 0.04 | $ | 0.32 | |||||
Diluted | $ | 0.66 | $ | 0.04 | $ | 0.31 | |||||
As of December 31, 2014, 2013, and 2012 there were no stock awards of common stock outstanding excluded from the weighted-average common shares outstanding above. | |||||||||||
Statements_of_Cash_Flows_Data
Statements of Cash Flows Data | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Statements of Cash Flows Data | |||||||||||
Statements of Cash Flows Data | 4. Statements of Cash Flows Data | ||||||||||
The following presents supplemental cash flow statement disclosure (in thousands). | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Supplemental cash flow data: | |||||||||||
Cash paid for interest | $ | 95,079 | $ | 198,098 | $ | 154,984 | |||||
Net cash paid (refunds received) for taxes | 2,898 | 13,351 | (20,463 | ) | |||||||
Acquisitions
Acquisitions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Acquisitions | ||||||||
Acquisitions | 5. Acquisitions | |||||||
2014 Acquisitions | ||||||||
Phoenix Physicians, LLC ("Phoenix Physicians"). On June 17, 2014, the Company acquired the stock of Phoenix Physicians for a total purchase price of $169.5 million paid in cash (the "Phoenix Physicians Acquisition"). Phoenix Physicians, in part through management services agreements with professional entities, is engaged in providing medical practices support and emergency department management and staffing services to hospitals, physicians and healthcare facilities in Florida. The Company has accounted for the acquisition of Phoenix Physicians using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. All of the goodwill is tax deductible and assigned to the EmCare segment. | ||||||||
The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations (in thousands): | ||||||||
Cash and cash equivalents | $ | 24,795 | ||||||
Accounts receivable | 16,748 | |||||||
Prepaid and other current assets | 139 | |||||||
Property, plant, and equipment | 92 | |||||||
Acquired intangible assets | 57,630 | |||||||
Goodwill | 97,200 | |||||||
Accounts payable | (1,073 | ) | ||||||
Accrued liabilities | (11,920 | ) | ||||||
Long-term deferred tax liabilities | (445 | ) | ||||||
Insurance reserves | (13,716 | ) | ||||||
| | | | | ||||
Total purchase price | $ | 169,450 | ||||||
| | | | | ||||
| | | | | ||||
During the last six months of 2014, the Company made purchase price allocation adjustments that decreased goodwill by $0.5 million and increased cash and cash equivalents by $18.7 million with a corresponding increase to accrued liabilities and insurance reserves of $4.5 million and $13.7 million, respectively, to record the transfer of risk of the malpractice claims liability. Additionally, the Company made other purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $1.6 million. | ||||||||
The following unaudited pro forma operating results give effect to the Phoenix Physicians Acquisition, as if it had been completed as of January 1, 2013. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that the Company believes are reasonable. | ||||||||
Year ended | ||||||||
December 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Net revenue | $ | 129,614 | $ | 117,655 | ||||
Net income | 9,007 | 3,315 | ||||||
The Company's statements of operations for the year ended December 31, 2014 include net revenue of $68.8 million and net income of $6.8 million attributable to Phoenix Physicians. | ||||||||
Other 2014 Acquisitions. The Company completed the acquisitions of Life Line Ambulance Service, Inc., an emergency medical transportation service provider with operations in Arizona, on February 6, 2014, MedStat EMS, Inc., an emergency and non-emergency medical ground transportation service provider with operations in Mississippi, on March 7, 2014, and Streamlined Medical Solutions, LLC, a healthcare technology company which has developed proprietary software to enhance patient direct admission and referral management processes, on May 21, 2014 for total aggregate purchase consideration of approximately $38.0 million paid in cash. | ||||||||
The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During the year ended December 31, 2014, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $12.1 million. The total purchase price for these acquisitions was allocated to goodwill of $10.8 million, $6.1 million of which is tax deductible goodwill, other acquired intangible assets of $27.3 million, net current assets of $3.6 million, and long-term deferred tax liabilities of $3.7 million which are subject to adjustment based upon the completion of purchase price allocations. | ||||||||
Contingent Consideration | ||||||||
As of December 31, 2014, the Company has accrued $2.0 million as its estimate of the additional payments to be made in future periods as contingent consideration for acquisitions made prior to December 31, 2014. This balance is included in accrued liabilities in the accompanying balance sheets. These payments will be made should the acquired operations achieve the terms as agreed to in the respective acquisition agreements. | ||||||||
2013 Acquisitions | ||||||||
During the year ended December 31, 2013, indirect, wholly-owned subsidiaries of the Company completed the acquisitions of CMORx, LLC and Loya Medical Services, PLLC, which provide clinical management software, each of T.M.S. Management Group, Inc. and Transportation Management Services of Brevard, Inc., two related corporations that leverage the provision of non-emergency healthcare transportation services by third-party transportation service providers, Jackson Emergency Consultants, which provides facility based physician staffing in northern Florida, and other smaller acquisitions for a combined purchase price of $34.2 million paid in cash. | ||||||||
The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During 2014, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $5.4 million. The total purchase price for these acquisitions was allocated to goodwill of $20.8 million, all of which is tax deductible goodwill, other acquired intangible assets of $14.9 million, and net current liabilities of $1.5 million. | ||||||||
2012 Acquisitions | ||||||||
Guardian Healthcare Group, Inc. ("Guardian"). On December 21, 2012, the Company acquired the stock of Guardian for a total purchase price of $159.0 million paid in cash. Guardian, through its subsidiaries, provides healthcare services to patients at their place of residence. The Company has accounted for the acquisition of Guardian using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. Goodwill from this acquisition was assigned to the EmCare segment. During 2013, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $8.7 million, an increase in the federal tax liability of $2.9 million and other adjustments to opening balances for assets and liabilities. Of the goodwill recorded, $78.5 million is tax deductible. The final allocation of the purchase price is in the table below (in thousands): | ||||||||
Cash | $ | 428 | ||||||
Accounts receivable | 11,542 | |||||||
Prepaid and other current assets | 379 | |||||||
Property, plant and equipment | 1,792 | |||||||
Acquired intangible assets | 59,810 | |||||||
Goodwill | 111,256 | |||||||
Other long-term assets | 50 | |||||||
Accounts payable | (729 | ) | ||||||
Accrued liabilities | (5,204 | ) | ||||||
Current deferred tax liabilities | (15,108 | ) | ||||||
Federal tax liability | (5,216 | ) | ||||||
| | | | | ||||
Total purchase price | $ | 159,000 | ||||||
| | | | | ||||
| | | | | ||||
The Company began consolidating the results of operations effective December 21, 2012. The acquisition added $3.0 million of operating revenue and $0.3 million of net income for the year ended December 31, 2012. On an unaudited Pro Forma basis, had the Company owned Guardian at the beginning of each fiscal year ended December 31, 2012 $100.1 million of operating revenues and $5.9 million of net income would have been reported for the year ended December 31, 2012. This unaudited Pro Forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred on those dates, nor of the results that may be obtained in the future. | ||||||||
Other Acquisitions. On August 31, 2012, the Company acquired the assets of Sage Physician Partners, Inc. d/b/a American Physician Housecalls ("APH"). APH provides primary physician healthcare services to patients at their place of residence. On September 28, 2012 and December 31, 2012, the Company acquired the management services companies of NightRays, P.A. ("Night Rays") and Saint Vincent Anesthesia Medical Group, Inc. / Golden State Anesthesia Consultants, Inc. ("St. Vincent / Golden State"), respectively, both of which provide teleradiology and radiology services to hospitals, healthcare facilities and physician practices. The Company acquired these other acquisitions for a total purchase price of $33.8 million paid in cash. | ||||||||
The Company has accounted for these other acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During 2013, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $4.3 million for Night Rays, a reclassification from net current liabilities to goodwill of $3.7 million for St. Vincent / Golden State and other adjustments to opening balances for assets and liabilities. The total purchase price for these other acquisitions was allocated to goodwill of $31.8 million, of which $22.2 million is tax deductible goodwill, other acquired intangible assets of $12.3 million, and net current liabilities of $10.3 million. | ||||||||
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment, net. | ||||||||
Property, Plant and Equipment, net | 6. Property, Plant and Equipment, net | |||||||
Property, plant and equipment, net consisted of the following as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land | $ | 4,553 | $ | 5,013 | ||||
Building and leasehold improvements | 25,516 | 22,526 | ||||||
Vehicles | 175,082 | 146,700 | ||||||
Computer hardware and software | 97,978 | 67,754 | ||||||
Communication and medical equipment and other | 114,849 | 99,923 | ||||||
| | | | | | | | |
417,978 | 341,916 | |||||||
Less: accumulated depreciation and amortization | (206,702 | ) | (147,201 | ) | ||||
| | | | | | | | |
Property, plant and equipment, net | $ | 211,276 | $ | 194,715 | ||||
| | | | | | | | |
| | | | | | | | |
Depreciation expense was $65.6 million, $63.9 million, and $56.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
Intangible_Assets_net
Intangible Assets, net | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Intangible Assets, net | |||||||||||||||||
Intangible Assets, net | |||||||||||||||||
7. Intangible Assets, net | |||||||||||||||||
Intangible Assets, excluding Goodwill | |||||||||||||||||
Intangible assets, net consisted of the following as December 31 (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||
Amount | Amount | ||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Contract value | $ | 651,190 | $ | (245,803 | ) | $ | 590,880 | $ | (173,975 | ) | |||||||
Physician referral network | 58,650 | (14,679 | ) | 58,650 | (7,515 | ) | |||||||||||
Covenant not to compete | 5,490 | (3,725 | ) | 5,101 | (2,324 | ) | |||||||||||
Other | 2,470 | (167 | ) | — | — | ||||||||||||
| | | | | | | | | | | | | | ||||
717,800 | (264,374 | ) | 654,631 | (183,814 | ) | ||||||||||||
Unamortized intangible assets | |||||||||||||||||
Trade names | 36,045 | — | 33,740 | — | |||||||||||||
Radio frequencies | 901 | — | 901 | — | |||||||||||||
License | 34,110 | — | 8,240 | — | |||||||||||||
| | | | | | | | | | | | | | ||||
Total | $ | 788,856 | $ | (264,374 | ) | $ | 697,512 | $ | (183,814 | ) | |||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Amortization expense was $80.6 million, $76.7 million and $67.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Estimated annual amortization over each of the next five years is expected to be: | |||||||||||||||||
2015 | $ | 82,094 | |||||||||||||||
2016 | 75,368 | ||||||||||||||||
2017 | 70,540 | ||||||||||||||||
2018 | 63,696 | ||||||||||||||||
2019 | 58,899 | ||||||||||||||||
Goodwill | |||||||||||||||||
Changes in the carrying amount of goodwill during 2014 are set forth as below (in thousands): | |||||||||||||||||
January 1, | 2014 | Deferred | Adjustments | December 31, | |||||||||||||
2014 | Acquisitions | Taxes | 2014 | ||||||||||||||
EmCare | $ | 1,574,882 | $ | 100,529 | $ | 445 | $ | 3,639 | $ | 1,679,495 | |||||||
AMR | 860,788 | 2,836 | 4,173 | (8,659 | ) | 859,138 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total | $ | 2,435,670 | $ | 103,365 | 4,618 | $ | (5,020 | ) | $ | 2,538,633 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Changes in the carrying amount of goodwill during 2013 are set forth as below (in thousands): | |||||||||||||||||
January 1, | 2013 | Adjustments | December 31, | ||||||||||||||
2013 | Acquisitions | 2013 | |||||||||||||||
EmCare | $ | 1,555,924 | $ | 9,018 | $ | 9,940 | $ | 1,574,882 | |||||||||
AMR | 857,708 | 17,157 | (14,077 | ) | 860,788 | ||||||||||||
| | | | | | | | | | | | | | ||||
Total | $ | 2,413,632 | $ | 26,175 | $ | (4,137 | ) | $ | 2,435,670 | ||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Adjustments in the carrying amount of goodwill during 2014 and 2013 relate to other purchase price allocation adjustments and reclassifications. | |||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Income Taxes | 8. Income Taxes | ||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred taxes were as follows at December 31 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Current deferred tax assets (liabilities): | |||||||||||
Accounts receivable | $ | 8,278 | $ | 1,611 | |||||||
Accrual to cash | (128,507 | ) | (89,609 | ) | |||||||
Accrued liabilities | 11,171 | 13,586 | |||||||||
Credit carryforwards | 2,375 | 693 | |||||||||
Net operating loss carryforwards | 2,405 | 38,232 | |||||||||
| | | | | | | | ||||
Net current deferred tax liabilities | (104,278 | ) | (35,487 | ) | |||||||
| | | | | | | | ||||
Long-term deferred tax assets (liabilities): | |||||||||||
Intangible assets | (160,186 | ) | (171,315 | ) | |||||||
Insurance and other long-term liabilities | 46,760 | 37,692 | |||||||||
Excess of tax over book depreciation | (39,927 | ) | (40,729 | ) | |||||||
Net operating loss carryforwards | 30,836 | 27,895 | |||||||||
Credit carryforwards | 2,580 | 2,555 | |||||||||
Valuation allowance | (11,026 | ) | (7,228 | ) | |||||||
| | | | | | | | ||||
Net long-term deferred tax liabilities | (130,963 | ) | (151,130 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (235,241 | ) | $ | (186,617 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
At December 31, 2014, the Company has net deferred tax liabilities that will increase taxable income in future periods. Net deferred tax liabilities increased by $48.6 million from December 31, 2013. A valuation allowance is established when it is "more likely than not" that all, or a portion, of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company's recent financial performance, the market environment in which a company operates, tax planning strategies and the length of net operating loss carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. Based on the evaluation of such evidence, the Company established an $11.0 million valuation allowance as of December 31, 2014 related to some of its deferred tax assets, an increase of $3.8 million from December 31, 2013. | |||||||||||
The Company has federal net operating loss carryforwards of $40.3 million which expire in the years 2017 to 2033. The decrease to the net operating loss carryforwards is primarily due to tax losses utilized in the tax year ended December 31, 2014. AMR's net operating loss carryforwards generated prior to the Merger are subject to AMR's $1.3 million annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended ("IRC"), increased by its recognized built-in gains. The Company's 2010 net unrealized built-in gain and future recognition of some of these built-in gains has and will continue to accelerate the usage of these net operating loss carryforwards. | |||||||||||
The Company operates in multiple taxing jurisdictions and in the normal course of business is examined by federal and state tax authorities. In preparation for such examinations, the Company establishes reserves for uncertain tax positions, periodically assesses the amount of such reserves and adjusts the reserve balances as necessary. The Company does not expect the final resolution of tax examinations to have a material impact on the Company's financial results. In nearly all jurisdictions, the tax years prior to 2010 are no longer subject to examination. | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance as of beginning of period | $ | 614 | $ | 3,467 | $ | 963 | |||||
Additions for tax positions of prior years | 1,494 | 216 | 5,397 | ||||||||
Reductions for tax positions of prior years | — | — | (1,896 | ) | |||||||
Reductions for tax positions due to lapse of statute of limitations | (482 | ) | (3,069 | ) | (997 | ) | |||||
| | | | | | | | | | | |
Balance as of end of period | $ | 1,626 | $ | 614 | $ | 3,467 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company does not expect a reduction of unrecognized tax benefits within the next twelve months. | |||||||||||
Accrued interest and penalties on unrecognized tax benefits are recorded as a component of income tax expense. The Company recognized $0.3 million, $0.2 million and $0.7 million for the payments of interest and penalties for the years ended December 31, 2014, 2013 and 2012, respectively. The Company reversed $0.1 million, $0.5 million and $0.2 million of the interest previously recognized for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
The unrecognized tax benefits recorded by the Company included approximately $1.6 million, $0.2 million and $0.5 million that may reduce future tax expense for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
The components of income tax expense were as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current tax benefit (expense) | |||||||||||
State | $ | (4,602 | ) | $ | (3,937 | ) | $ | (5,131 | ) | ||
Federal | (40,245 | ) | 7,347 | (34,965 | ) | ||||||
| | | | | | | | | | | |
Total | (44,847 | ) | 3,410 | (40,096 | ) | ||||||
| | | | | | | | | | | |
Deferred tax benefit (expense) | |||||||||||
State | (4,353 | ) | 5,586 | (1,004 | ) | ||||||
Federal | (40,298 | ) | (8,002 | ) | 13,637 | ||||||
| | | | | | | | | | | |
Total | (44,651 | ) | (2,416 | ) | 12,633 | ||||||
| | | | | | | | | | | |
Total tax benefit (expense) | |||||||||||
State | (8,955 | ) | 1,649 | (6,135 | ) | ||||||
Federal | (80,543 | ) | (655 | ) | (21,328 | ) | |||||
| | | | | | | | | | | |
Total | $ | (89,498 | ) | $ | 994 | $ | (27,463 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate is as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income tax expense at the statutory rate | $ | (73,188 | ) | $ | (3,562 | ) | $ | (23,895 | ) | ||
Increase in income taxes resulting from: | |||||||||||
State taxes, net of federal | (6,453 | ) | (1,834 | ) | (4,218 | ) | |||||
Tax settlements and filings | (1,012 | ) | 2,853 | 638 | |||||||
Tax credits | 338 | 779 | — | ||||||||
Dissenting shareholder settlement | — | (3,203 | ) | — | |||||||
Change in valuation allowance | (3,816 | ) | 3,126 | — | |||||||
State deferred rate change | 1,170 | 1,161 | — | ||||||||
Other | 967 | (419 | ) | 12 | |||||||
| | | | | | | | | | | |
Income tax benefit (expense) before noncontrolling interest | (81,994 | ) | (1,099 | ) | (27,463 | ) | |||||
Noncontrolling interests | (7,504 | ) | 2,093 | — | |||||||
| | | | | | | | | | | |
Income tax benefit (expense) | $ | (89,498 | ) | $ | 994 | $ | (27,463 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The effective rates for the years ended December 31, 2014, 2013 and 2012, were impacted by nonrecurring items. | |||||||||||
Insurance_Collateral
Insurance Collateral | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Insurance Collateral | ||||||||||||||
Insurance Collateral | 9. Insurance Collateral | |||||||||||||
Insurance collateral consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Available-for-sale securities: | ||||||||||||||
U.S. Treasuries | $ | 1,191 | $ | 2,100 | ||||||||||
Corporate bonds /Fixed income | 15,397 | 6,372 | ||||||||||||
Corporate equity | 13,655 | 4,755 | ||||||||||||
| | | | | | | | |||||||
Total available-for-sale securities | 30,243 | 13,227 | ||||||||||||
Insurance receivable | 1,470 | 1,300 | ||||||||||||
Cash deposits and other | 11,683 | 27,808 | ||||||||||||
| | | | | | | | |||||||
Total insurance collateral | $ | 43,396 | $ | 42,335 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||
December 31, 2014 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 1,182 | $ | 12 | $ | (3 | ) | $ | 1,191 | |||||
Corporate bonds /Fixed income | 15,339 | 59 | (1 | ) | 15,397 | |||||||||
Corporate equity | 13,885 | 27 | (257 | ) | 13,655 | |||||||||
| | | | | | | | | | | | | | |
Total available-for-sale securities | $ | 30,406 | $ | 98 | $ | (261 | ) | $ | 30,243 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2013 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 2,064 | $ | 37 | $ | (1 | ) | $ | 2,100 | |||||
Corporate bonds /Fixed income | 6,384 | 26 | (38 | ) | 6,372 | |||||||||
Corporate equity | 4,399 | 500 | (144 | ) | 4,755 | |||||||||
| | | | | | | | | | | | | | |
Total available-for-sale securities | $ | 12,847 | $ | 563 | $ | (183 | ) | $ | 13,227 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
As of December 31, 2014, available-for-sale securities included U.S. Treasuries and corporate bonds /fixed income securities of $3.6 million with contractual maturities within one year and $13.0 million with contractual maturities extending longer than one year through five years. Actual maturities may differ from contractual maturities as a result of the Company's ability to sell these securities prior to maturity. | ||||||||||||||
The Company's temporarily impaired investment securities available-for-sale as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||
Loss | Loss | |||||||||||||
U.S. Treasuries: | ||||||||||||||
Less than 12 months | $ | — | $ | — | $ | 132 | $ | (1 | ) | |||||
12 months or more | 130 | (3 | ) | — | — | |||||||||
Corporate bonds /Fixed income: | ||||||||||||||
Less than 12 months | 1,312 | (1 | ) | 2,768 | (18 | ) | ||||||||
12 months or more | 251 | — | 2,178 | (20 | ) | |||||||||
Corporate equity: | ||||||||||||||
Less than 12 months | 11,160 | (257 | ) | — | — | |||||||||
12 months or more | — | — | 2,553 | (144 | ) | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 12,853 | $ | (261 | ) | $ | 7,631 | $ | (183 | ) | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The Company evaluates the investment securities available-for-sale on a quarterly basis to determine whether declines in the fair value of these securities are other-than-temporary. This quarterly evaluation consists of reviewing the fair value of the security compared to the carrying amount, the historical volatility of the price of each security, and any industry and company specific factors related to each security. | ||||||||||||||
The Company is not aware of any specific factors indicating that the underlying issuers of the U.S. Treasuries and corporate bonds /fixed income securities would not be able to pay interest as it becomes due or repay the principal amount at maturity. Therefore, the Company believes that the changes in the estimated fair values of these debt securities are related to temporary market fluctuations. Additionally, the Company is not aware of any specific factors which indicate the unrealized losses on the investments in corporate equity securities are due to anything other than temporary market fluctuations. | ||||||||||||||
The Company realized net gains of $0.4 million, $0.5 million, and $0.4 million on the sale and maturities of available-for-sale securities for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Accrued Liabilities | 10. Accrued Liabilities | |||||||
Accrued liabilities were as follows as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Accrued wages and benefits | $ | 190,220 | $ | 161,398 | ||||
Accrued paid time-off | 27,156 | 25,713 | ||||||
Current portion of self-insurance reserve | 74,212 | 73,738 | ||||||
Accrued restructuring | 8,376 | 5,682 | ||||||
Current portion of compliance and legal | 3,407 | 2,000 | ||||||
Accrued billing and collection fees | 3,823 | 2,954 | ||||||
Accrued incentive compensation | 32,324 | 19,570 | ||||||
Accrued interest | 22,324 | 6,898 | ||||||
Other | 50,815 | 52,983 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 412,657 | $ | 350,936 | ||||
| | | | | | | | |
| | | | | | | | |
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt | ||||||||
Debt | 11. Debt | |||||||
Senior Unsecured Notes due 2019 | ||||||||
On May 25, 2011, Corporation issued $950 million of senior unsecured notes due 2019 ("2019 Notes"). During the second quarter of 2012, the Company's captive insurance subsidiary purchased $15.0 million of the 2019 Notes through an open market transaction and currently holds none of the 2019 Notes subsequent to the redemption of the 2019 Notes on December 30, 2013 and June 18, 2014. | ||||||||
On December 30, 2013, the Company redeemed $332.5 million in aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company's captive insurance subsidiary at a redemption price of 108.125%, plus accrued and unpaid interest of $2.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $38.7 million related to premiums and unamortized debt issuance costs from the partial redemption of the 2019 Notes. | ||||||||
On June 18, 2014, Corporation redeemed the remaining $617.5 million in aggregate principal amount of the 2019 Notes of which $9.8 million was held by the Company's captive insurance subsidiary at a redemption price of 106.094%, plus accrued and unpaid interest of $2.4 million. During the year ended December 31, 2014, the Company recorded a loss on early debt extinguishment of $66.4 million related to premiums, financing fees paid to the creditors of the unsecured senior notes due 2022, and unamortized debt issuance costs from the redemption of the 2019 Notes. | ||||||||
Senior Secured Credit Facilities | ||||||||
On May 25, 2011, Corporation entered into $1.8 billion of senior secured credit facilities ("Senior Secured Credit Facilities") that consisted of a $1.44 billion senior secured term loan facility due 2018 (the "Term Loan Facility") and a $350 million asset-backed revolving credit facility due 2016 (the "ABL Facility"). The Senior Secured Credit Facilities are secured by substantially all of the assets of the Company. | ||||||||
During the year ended December 31, 2012 the Company made unscheduled payments totaling $250 million on the senior secured term loan and recorded a loss on early debt extinguishment of $8.3 million related to unamortized debt issuance costs. | ||||||||
Term Loan Facility | ||||||||
Prior to February 7, 2013, loans under the Term Loan Facility bore interest at Company's election at a rate equal to (i) the highest of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("Term Loan LIBOR rate") and (y) 1.50%, plus, in each case, 3.75%, or (ii) the base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month Term Loan LIBOR rate (adjusted for maximum reserves) plus 1.00% per annum and (x) 2.50%, plus, in each case, 2.75%. | ||||||||
On February 7, 2013, Corporation, the borrower under the Term Loan Facility, entered into a First Amendment (the "Term Loan Amendment") to the credit agreement governing the Term Loan Facility (as amended, the "Term Loan Credit Agreement"). Under the Term Loan Amendment, Corporation incurred an additional $150 million in incremental borrowings under the Term Loan Facility, the proceeds of which were used to pay down the ABL Facility. In addition, the rate at which the loans under the Term Loan Credit Agreement bear interest was amended to equal (i) the higher of (x) LIBOR and (y) 1.00%, plus, in each case, 3.00% (with a step-down to 2.75% in the event that the Company meets a consolidated first lien net leverage ratio of 2.50:1.00), or (ii) the alternate base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month LIBOR (adjusted for maximum reserves) plus 1.00% and (z) 2.00%, plus, in each case, 2.00% (with a step-down to 1.75% in the event that the Company meets a consolidated first lien net leverage ratio of 2.50:1.00). Corporation recorded a loss on early debt extinguishment of $0.1 million related to unamortized debt issuance costs as a result of this modification. The Company recorded a loss on early debt extinguishment of $0.1 million related to unamortized debt issuance costs as a result of this modification. | ||||||||
The credit agreement governing the Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on the incurrence of debt, liens, fundamental changes, restrictions on subsidiary distributions, transactions with affiliates, further negative pledge, asset sales, restricted payments, investments and acquisitions, repayment of certain junior debt (including the senior notes) or amendments of junior debt documents related thereto and line of business. The negative covenants are subject to the customary exceptions. | ||||||||
ABL Facility | ||||||||
Prior to February 27, 2013, loans under the ABL Facility bore interest at the Company's election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("ABL LIBOR rate"), plus an applicable margin that ranges from 2.25% to 2.75% based on the average available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.5% and (z) the one-month ABL LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin that ranges from 1.25% to 1.75% based on the average available loan commitments. | ||||||||
On February 27, 2013, Corporation entered into a First Amendment to the credit agreement governing the ABL Facility (as amended, the "ABL Credit Agreement"), under which the lenders under the ABL Facility increased the commitments available to Corporation under the ABL Facility to $450 million and extended the term to 2018. In addition, the rate at which the loans under the ABL Credit Agreement bear interest was amended to equal (i) LIBOR plus, (x) 2.00% in the event that average daily excess availability is less than or equal to 33% of availability, (y) 1.75% in the event that average daily excess availability is greater than 33% but less than or equal to 66% of availability and (z) 1.50% in the event that average daily excess availability is greater than 66% of availability, or (ii) the alternate base rate, which will be the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the one-month LIBOR (adjusted for maximum reserves) plus 1.00% plus, in each case, (A) 1.00% in the event that average daily excess availability is less than or equal to 33% of availability, (B) 0.75% in the event that average daily excess availability is greater than 33% but less than or equal to 66% of availability and (C) 0.50% in the event that average daily excess availability is greater than 66% of availability. | ||||||||
On February 6, 2015, Corporation entered into a Second Amendment to the ABL Credit Agreement, under which certain lenders under the ABL Facility increased the commitments available to Corporation under the ABL Facility to $550 million. | ||||||||
The ABL Facility bears a commitment fee that ranges from 0.500% to 0.375%, payable quarterly in arrears, based on the utilization of the ABL Facility. The ABL Facility also bears customary letter of credit fees. | ||||||||
As of December 31, 2014, letters of credit outstanding which impact the available credit under the ABL Facility were $112.3 million and the maximum available under the ABL Facility was $337.7 million. | ||||||||
The credit agreement governing the ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends and distributions, investments, acquisitions, prepayments or redemptions of junior indebtedness, amendments of junior indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and hedging transactions. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a "payment condition." The payment condition is deemed satisfied upon 30-day average excess availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default and compliance with a fixed charge coverage ratio of 1.0 to 1.0. | ||||||||
In 2013, the Company recorded $5.0 million of debt issuance expense related to the Term Loan Amendment and ABL Amendment. | ||||||||
Senior PIK Toggle Notes | ||||||||
On October 1, 2012, the Company issued $450 million of Senior PIK Toggle Notes due 2017 (the "PIK Notes") and used the proceeds from the offering to pay an extraordinary dividend to its stockholders, pay debt issuance costs and make certain payments to members of management with rollover options in the Company. | ||||||||
On August 30, 2013, the Company redeemed all of the PIK Notes at a redemption price equal to 102.75% of the aggregate principal amount of the PIK Notes, plus accrued and unpaid interest of $17.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $29.5 million related to premiums and unamortized debt issuance costs from the redemption of the PIK Notes. | ||||||||
Senior Unsecured Notes due 2022 | ||||||||
On June 18, 2014, Corporation issued $750.0 million of senior unsecured notes due 2022 ("2022 Notes") the proceeds of which were used to redeem the 2019 Notes and for other general corporate purposes. The Company paid $9.4 million in financing fees to the creditors of the 2022 Notes which was recorded to loss on early debt extinguishment in the second quarter of 2014. | ||||||||
The 2022 Notes have a fixed interest rate of 5.125%, payable semi-annually on January 1 and July 1 with the principal due at maturity on July 1, 2022. The 2022 Notes are general unsecured obligations of the Company and are guaranteed by each of the Company's domestic subsidiaries, except for any of the Company's subsidiaries subject to regulation as an insurance company, including the Company's captive insurance subsidiary. | ||||||||
The Company may redeem the 2022 Notes, in whole or in part, at any time prior to July 1, 2017, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. The Company may redeem the 2022 Notes, in whole or in part, at any time (i) on and after July 1, 2017 and prior to July 1, 2018, at a price equal to 103.844% of the principal amount of the 2022 Notes, (ii) on or after July 1, 2018 and prior to July 1, 2019, at a price equal to 102.563% of the principal amount of the 2022 Notes, (iii) on or after July 1, 2019 and prior to July 1, 2020, at a price equal to 101.281% of the principal amount of the 2022 Notes, and (iv) on or after July 1, 2020, at a price equal to 100.000% of the principal amount of the 2022 Notes, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 1, 2017, the Company at its option may redeem up to 40% of the aggregate principal amount of the 2022 Notes with the proceeds of certain equity offerings at a redemption price of 105.125%, plus accrued and unpaid interest, if any, to the applicable redemption date. | ||||||||
The indenture governing the 2022 Notes contains covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of the Company's restricted subsidiaries to pay dividends to the Company or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control, the Company is required to make an offer to repurchase all of the 2022 Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the 2022 Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. | ||||||||
Long-term debt and capital leases consisted of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Senior unsecured notes due 2019 | $ | — | $ | 607,750 | ||||
Senior unsecured notes due 2022 | 750,000 | — | ||||||
Senior secured term loan due 2018 (4.00% as of December 31, 2014 and 2013) | 1,289,575 | 1,302,945 | ||||||
Discount on senior secured term loan | (3,317 | ) | (4,217 | ) | ||||
ABL Facility | — | — | ||||||
Notes due at various dates from 2015 to 2022 with interest rates from 6% to 10% | 482 | 852 | ||||||
Capital lease obligations due at various dates from 2015 to 2018 | 1,486 | 369 | ||||||
| | | | | | | | |
Total | 2,038,226 | 1,907,699 | ||||||
Less current portion | (12,349 | ) | (12,318 | ) | ||||
| | | | | | | | |
Total long-term debt and capital lease obligations | $ | 2,025,877 | $ | 1,895,381 | ||||
| | | | | | | | |
| | | | | | | | |
The aggregate amount of minimum payments required on long-term debt and capital lease obligations (see Note 18) in each of the years indicated is shown in the table below. The $3.3 million difference between total payments shown below and the total outstanding debt is due to certain fees paid by the Company which have been classified as a reduction in the principal balance and are being amortized over the term of the related debt instruments. | ||||||||
Year ending December 31, (in thousands) | ||||||||
2015 | $ | 13,850 | ||||||
2016 | 13,883 | |||||||
2017 | 13,999 | |||||||
2018 | 1,249,539 | |||||||
2019 | 64 | |||||||
Thereafter | 750,208 | |||||||
| | | | | ||||
$ | 2,041,543 | |||||||
| | | | | ||||
| | | | | ||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | 12. Derivative Instruments and Hedging Activities |
The Company manages its exposure to changes in market interest rates and fuel prices and from time to time uses highly effective derivative instruments to manage well-defined risk exposures. The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties. The Company does not use derivative instruments for speculative purposes. | |
At December 31, 2014, the Company was party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $3.30 to $3.58 per gallon. The Company purchases the diesel fuel at the market rate and periodically settles with its counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. The transactions fix the price for a total of 3.0 million gallons, which represents approximately 11.1% of the Company's total estimated usage during the periods hedged, through December 2016. The Company recorded, as a component of other comprehensive income (loss) before applicable tax impacts, a liability associated with the fair value of the fuel hedge in the amount of $1.4 million and an asset of $0.7 million as of December 31, 2014 and 2013, respectively. Over the next 12 months, the Company expects to reclassify $0.7 million of deferred loss from accumulated other comprehensive income (loss) as the related fuel hedge transactions mature. Settlement of hedge agreements are included in operating expenses and resulted in net payments to the counterparty of $0.3 million, and net receipts from the counterparty of $0.5 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
In October 2011, the Company entered into interest rate swap agreements that mature on August 31, 2015. The swap agreements are with major financial institutions and effectively convert a total of $400 million in variable rate debt to fixed rate debt with an effective rate of 4.49%. The Company continues to make interest payments based on the variable rate associated with the debt (based on LIBOR, but not less than 1.0%) and periodically settles with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded, as a component of other comprehensive income (loss) before applicable tax impacts, a liability associated with the fair value of the interest rate swap in the amount of $1.5 million and $3.1 million as of December 31, 2014 and 2013, respectively. Over the next 12 months, the Company expects to reclassify $1.5 million of deferred loss from accumulated other comprehensive income (loss) to interest expense as the related interest rate swap transactions mature. Settlement of interest rate swap agreements are included in interest expense and resulted in net payments to the counterparties of $2.0 million, $2.0 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component | ||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 13. Changes in Accumulated Other Comprehensive Income (Loss) by Component | |||||||||||||
The following table summarizes the changes in the Company's AOCI by component for the year ended December 31, 2014 and 2013 (in thousands). All amounts are after tax. | ||||||||||||||
Fuel hedge | Interest | Unrealized | Total | |||||||||||
rate swap | holding gains on | |||||||||||||
available-for-sale | ||||||||||||||
securities | ||||||||||||||
Balance as of January 1, 2013 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | $ | (213 | ) | ||||
Other comprehensive income (loss) before reclassifications | (396 | ) | (336 | ) | (598 | ) | (1,330 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (241 | ) | 1,239 | (294 | ) | 704 | ||||||||
| | | | | | | | | | | | | | |
Net current-period other comprehensive income (loss) | (637 | ) | 903 | (892 | ) | (626 | ) | |||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 420 | (1,958 | ) | 699 | (839 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (1,130 | ) | (216 | ) | (491 | ) | (1,837 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (187 | ) | 1,239 | (232 | ) | 820 | ||||||||
| | | | | | | | | | | | | | |
Net current-period other comprehensive income (loss) | (1,317 | ) | 1,023 | (723 | ) | (1,017 | ) | |||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2014 | $ | (897 | ) | $ | (935 | ) | $ | (24 | ) | $ | (1,856 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table shows the line item on the Consolidated Statements of Operations affected by reclassifications out of AOCI (in thousands): | ||||||||||||||
Amount reclassified | ||||||||||||||
from AOCI | ||||||||||||||
Year ended | ||||||||||||||
December 31, | ||||||||||||||
Details about AOCI components | 2014 | 2013 | Statements of Operations | |||||||||||
Gains and losses on cash flow hedges | ||||||||||||||
Fuel hedge | $ | 300 | $ | 386 | Operating expenses | |||||||||
Interest rate swap | (1,986 | ) | (1,986 | ) | Interest expense, net | |||||||||
| | | | | | | | | ||||||
(1,686 | ) | (1,600 | ) | Total before tax | ||||||||||
634 | 602 | Tax benefit (expense) | ||||||||||||
| | | | | | | | | ||||||
$ | (1,052 | ) | $ | (998 | ) | Net of tax | ||||||||
| | | | | | | | | ||||||
| | | | | | | | | ||||||
Unrealized holding gains on available-for-sale securities | $ | 371 | $ | 471 | Realized gains (losses) on investments | |||||||||
| | | | | | | | | ||||||
371 | 471 | Total before tax | ||||||||||||
(139 | ) | (177 | ) | Tax benefit (expense) | ||||||||||
| | | | | | | | | ||||||
$ | 232 | $ | 294 | Net of tax | ||||||||||
| | | | | | | | | ||||||
| | | | | | | | | ||||||
Equity
Equity | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity | ||
Equity | 14. Equity | |
Equity Structure and Initial Public Offering | ||
On August 19, 2013, the Company completed its initial public offering of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, at a price of $23 per share, for an aggregate offering price of $1,110.9 million. The Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters' discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to CD&R in connection with the termination of the consulting agreement with CD&R ("Consulting Agreement") which was recorded to "Selling, general and administrative expenses" in the accompanying consolidated statements of operations as of December 31, 2013, see Note 19. | ||
Net proceeds from the initial public offering were used to (i) redeem in full Holding's PIK Notes for a total of $479.6 million, which included a call premium pursuant to the indenture governing the PIK Notes and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company's captive insurance subsidiary for a total of $356.5 million, which included a call premium pursuant to the indenture governing the 2019 Notes and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes including, among other things, repayment of indebtedness and acquisitions. | ||
On each of February 5, 2014 and July 10, 2014, the Company registered the offering and sale of 27,500,000 shares of Common Stock, respectively, and an additional 4,125,000 shares of Common Stock upon the underwriters' exercise of their overallotment option in each offering, which were sold by certain stockholders of the Company, including the CD&R Affiliates, to the underwriters at $30.50 per share and $34.00 per share, respectively, less the underwriting discount. Additionally, on September 30, 2014, the Company registered the offering and sale of 17,500,000 shares of Common Stock by certain stockholders of the Company, including the CD&R Affiliates, to the underwriters at $34.97 per share. | ||
The underwriters in these selling stockholder transactions offered the shares to the public from time to time at prevailing market prices or at negotiated prices. The Company did not receive any of the proceeds from the sale of the shares sold by the selling stockholders in these transactions, including any shares sold pursuant to any exercise of the underwriters' overallotment option. | ||
Common Stock | ||
Holders of Common Stock are entitled: | ||
• | To cast one vote for each share held of record on all matters submitted to a vote of the stockholders; | |
• | To receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and | |
• | Upon the Company's liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock. | |
The Company's ability to pay dividends on its Common Stock is subject to its subsidiaries' ability to pay dividends, which is in turn subject to the restrictions set forth in the Senior Secured Credit Facilities and the indentures governing the 2019 Notes and 2022 Notes. | ||
Preferred Stock | ||
Under the Company's amended and restated certificate of incorporation, the Company's Board of Directors has the authority, without further action by its stockholders, to issue up to 200,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. | ||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Restructuring | |||||||||||||||||
Restructuring | 15. Restructuring | ||||||||||||||||
The Company recorded restructuring charges of $7.0 million, $5.7 million and $14.1 million during the years ended December 31, 2014, 2013 and 2012, respectively, related to continuing efforts to re-align AMR's operations and billing functions. Payments currently under this plan are expected to be complete by March 2015. | |||||||||||||||||
AMR | |||||||||||||||||
Lease and | EmCare | EVHC | |||||||||||||||
other contract | |||||||||||||||||
termination | |||||||||||||||||
costs | Severance | Severance | Severance | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Balance as of January 1, 2013 | $ | 8,122 | $ | 3,015 | $ | 773 | $ | 408 | $ | 12,318 | |||||||
Incurred | 1,876 | 2,890 | 913 | 20 | 5,699 | ||||||||||||
Paid | (6,989 | ) | (3,765 | ) | (1,204 | ) | (377 | ) | (12,335 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | $ | 3,009 | $ | 2,140 | $ | 482 | $ | 51 | $ | 5,682 | |||||||
Incurred | 3,153 | 2,779 | 1,036 | — | 6,968 | ||||||||||||
Paid | (615 | ) | (2,278 | ) | (1,330 | ) | (51 | ) | (4,274 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Balance as of December 31, 2014 | $ | 5,547 | $ | 2,641 | $ | 188 | $ | — | $ | 8,376 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Retirement_Plans_and_Employee_
Retirement Plans and Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Retirement Plans and Employee Benefits | |
Retirement Plans and Employee Benefits | 16. Retirement Plans and Employee Benefits |
The Company maintains two 401(k) plans (the "401(k) Plans") and a money purchase plan, collectively "the Plans", for its employees and employees of certain subsidiaries who meet the eligibility requirements set forth in the Plans. The money purchase plan is frozen to new participants. Employees may contribute a maximum of 40% of their compensation each year up to the annual limit established by the Internal Revenue Service ($17,500 in 2014). The 401(k) Plans provide a 50% match on up to 6% of eligible compensation. | |
The Company's contributions to the Plans were $12.9 million, $9.3 million and $12.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Contributions are included in compensation and benefits in the accompanying consolidated statements of operations. | |
EmCare serves as Plan Administrator on a qualified retirement plan established in March 1998 called the Associated Physicians' Retirement Plan (the "Plan"). This plan provides retirement benefits to employed physicians and clinicians in the professional corporations that have adopted this multiple employer plan. Eligible employees may immediately elect to contribute 1% to 25% of their annual compensation on a tax-deferred basis subject to limits established by the Internal Revenue Service through the 401(k) component of the Plan. The Plan also has a separate component that allows participants the ability to make a one-time irrevocable election to reduce their annual compensation up to 20% in exchange for a contribution made to their retirement account from their respective employer company. Total contributions from the subscribing employers were $2.9 million, $2.0 million and $2.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Equity_Based_Compensation
Equity Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity Based Compensation | ||||||||||||||
Equity Based Compensation | 17. Equity Based Compensation | |||||||||||||
Omnibus Incentive Plan | ||||||||||||||
Upon completion of the Company's initial public offering, the previous stock compensation plan ("Stock Compensation Plan") terminated and the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan ("Omnibus Incentive Plan") was adopted pursuant to which options and awards with respect to a total of 16,708,289 shares of Common Stock are available for grant. As of December 31, 2014, a total of 16,534,218 shares remained available for grant under the Omnibus Incentive Plan. Awards under the Omnibus Incentive Plan include both performance and non-performance based awards. As of December 31, 2014, no grants of performance based awards under the Omnibus Incentive Plan had been made. Options are granted with exercise prices equal to the fair value of the Company's common stock at the date of grant. No participant may be granted in any calendar year awards covering more than 2.5 million shares of Common Stock or 1.5 million performance awards up to a maximum dollar value of $5.0 million. Non-performance based awards have time-based vesting and performance-based awards vest upon achievement of certain company-wide objectives. All options have 10 year terms. | ||||||||||||||
Stock Compensation Plan | ||||||||||||||
Awards previously granted under the Stock Compensation Plan were unaffected by the termination of the Stock Compensation Plan; however no future grants will be made under the Stock Compensation Plan. | ||||||||||||||
Management of Corporation was allowed to rollover stock options they held prior to the Merger into fully vested options of the Company. Additionally, the Company established a stock compensation plan after the Merger whereby certain members of management, officers, and directors were awarded stock options in the Company. These options have a $3.69 strike price, which was reduced from the original strike price of $6.88 in connection with a dividend paid by the Company in October 2012. They vest ratably through December 2015 and have a maximum term of 10 years. | ||||||||||||||
Equity Based Compensation | ||||||||||||||
A compensation charge of $5.1 million, $4.2 million and $4.2 million was recorded for shares vested during the years ended December 31, 2014, 2013 and 2012, respectively, in "Selling, general and administrative expenses" included in the accompanying consolidated statements of operations. | ||||||||||||||
The Company realized approximately $46.2 million of tax benefits from stock awards exercised during the year ended December 31, 2014 and less than $1.0 million of tax benefits from stock awards exercised during each of the years ended December 31, 2013 and 2012. | ||||||||||||||
Equity Award Activity | ||||||||||||||
Stock option activity for the year ended December 31, 2014 was as follows (in thousands): | ||||||||||||||
Class A | Weighted | Aggregate | Weighted | |||||||||||
Shares | Average | Intrinsic Value | Average | |||||||||||
Exercise | Remaining Life | |||||||||||||
Price | ||||||||||||||
Outstanding at beginning of year | 16,322,148 | $ | 3.7 | $ | 519,325 | 6.6 years | ||||||||
Granted | 34,304 | $ | 33.25 | |||||||||||
Exercised | (3,855,797 | ) | $ | 2.64 | ||||||||||
Forfeited | (125,757 | ) | $ | 6.31 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at end of year | 12,374,898 | $ | 4.1 | $ | 378,574 | 6.3 years | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at end of year | 9,625,258 | $ | 3.93 | $ | 296,038 | 6.1 years | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
In August 2011, the non-employee directors of the Company, other than the Chairman of the Board, were given the option to defer a portion of their director fees and receive it in the form of restricted stock units ("RSUs"). These RSUs are fully vested when granted. All other grants of RSUs have time based vesting. | ||||||||||||||
The Company granted 45,370 RSUs during the year ended December 31, 2014 with a weighted average market price of $33.32. The Company granted 23,623 RSUs during the year ended December 31, 2013 with a weighted average market price of $7.39. The Company granted 19,004 RSUs during the year ended December 31, 2012 with a weighted average market price of $6.64. | ||||||||||||||
Valuation | ||||||||||||||
The fair value of each stock option award is estimated on the grant date, using the Black-Scholes valuation model with the following assumptions indicated in the below table. The volatility assumptions were based on the historical stock volatility of the Company, the stock volatility of publicly traded peer companies and in consultation with a valuation specialist. | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Volatility | 35% | 30% - 35% | 30% | |||||||||||
Risk free rate | 0.33% - 2.17% | 0.67% - 1.56% | 0.2% - 0.82% | |||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||
Expected term of options in years | 6.3 - 7.0 | 5 | 2.0 - 5.0 | |||||||||||
The weighted average fair values of stock options granted during 2014 and 2013 were $11.03 and $2.44 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2014 and 2013 was $115.0 million and $9.4 million, respectively. | ||||||||||||||
As of December 31, 2014, total unrecognized compensation cost related to unvested stock awards was $5.1 million which will be recognized over the weighted average remaining vesting life of approximately 1.1 years. | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies | ||||||||
Commitments and Contingencies | 18. Commitments and Contingencies | |||||||
Lease Commitments | ||||||||
The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $45.7 million, $44.8 million and $42.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
The Company also records certain leasehold improvements under capital leases. Assets under capital leases are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the underlying assets. | ||||||||
Future commitments under non-cancelable capital and operating leases for premises, equipment and other recurring commitments are as follows (in thousands): | ||||||||
Capital | Operating | |||||||
Leases | Leases & | |||||||
Other | ||||||||
Year ending December 31, | ||||||||
2015 | $ | 519 | $ | 63,676 | ||||
2016 | 519 | 41,897 | ||||||
2017 | 589 | 38,385 | ||||||
2018 | 19 | 31,510 | ||||||
2019 | — | 21,155 | ||||||
Thereafter | — | 40,716 | ||||||
| | | | | | | | |
1,646 | $ | 237,339 | ||||||
| | | | | | | | |
| | | | | | | | |
Less imputed interest | (160 | ) | ||||||
| | | | | | | | |
Total capital lease obligations | 1,486 | |||||||
Less current portion | (433 | ) | ||||||
| | | | | | | | |
Long-term capital lease obligations | $ | 1,053 | ||||||
| | | | | | | | |
| | | | | | | | |
Services | ||||||||
The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kickback or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government agencies in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the proceedings described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company. | ||||||||
Like other ambulance companies, AMR has provided discounts to its healthcare facility customers (nursing homes and hospitals) in certain circumstances. The Company has attempted to comply with applicable law where such discounts are provided. During the first quarter of fiscal 2004, the Company was advised by the U.S. Department of Justice ("DOJ") that it was investigating certain business practices at AMR. The specific practices at issue were (i) whether ambulance transports involving Medicare eligible patients complied with the "medical necessity" requirement imposed by Medicare regulations, (ii) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (iii) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government alleged that certain of AMR's hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. The Company negotiated a settlement with the government pursuant to which the Company paid $9 million and obtained a release of all claims related to such conduct alleged to have occurred in Texas in periods prior to 2002. In connection with the settlement, AMR entered into a Corporate Integrity Agreement ("CIA") which was effective for a period of five years beginning September 12, 2006, and which was released in February 2012. | ||||||||
In July 2011, AMR received a subpoena from the Civil Division of the U.S. Attorney's Office for the Central District of California ("USAO") seeking certain documents concerning AMR's provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the OIG, was investigating whether AMR violated the federal False Claims Act and/or the federal Anti-Kickback Statute in connection with AMR's provision of ambulance transport services within the City of Riverside. The California Attorney General's Office conducted a parallel state investigation for possible violations of the California False Claims Act. In December 2012, AMR was notified that both investigations were concluded and that the agencies had closed the matter. There were no findings made against AMR, and the closure of the matter did not require any payments from AMR. | ||||||||
Letters of Credit | ||||||||
As of December 31, 2014 and 2013, the Company had $112.3 million and $132.5 million, respectively, in outstanding letters of credit. | ||||||||
Other Legal Matters | ||||||||
In December 2006, AMR received a subpoena from the U.S. Department of Justice ("DOJ"). The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. The Company produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern. The Company reviewed the information provided by the government and provided its response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a Corporate Integrity Agreement ("CIA") with the Office of Inspector General of the Department of Health and Human Services ("OIG") in connection with this matter. Under the terms of the settlement, AMR paid $2.7 million to the federal government. In connection with the settlement, the Company entered into a CIA with a five-year period beginning May 20, 2011. Pursuant to this CIA, the Company is required to maintain a compliance program, which includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for its billing operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events. The Company entered into the settlement in order to avoid the uncertainties of litigation, and has not admitted any wrongdoing. In May 2013, a subsidiary of the Company entered into an agreement to divest substantially all the assets underlying AMR's services in New York, although the obligations of the Company's compliance program will remain in effect following the expected divestiture. The divesture was completed on July 1, 2013. | ||||||||
Four different putative class action lawsuits have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Laura Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the State of California, County of Los Angeles; on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles: and on March 11, 2010, Melanie Aguilar filed suit in Superior Court of the State of California, County of Los Angeles. The Banta, Aguilar and Karapetian cases have been coordinated in the Superior Court for the State of California, County of Los Angeles, and the Aguilar and Karapetian cases have subsequently been consolidated into a single action. In these cases, the plaintiffs allege principally that the AMR entities failed to pay wages, including overtime wages, in compliance with California law, and failed to provide required meal breaks, rest breaks or pay premium compensation for missed breaks. The plaintiffs are seeking to certify classes on these claims and are seeking lost wages, various penalties, and attorneys' fees under California law. The Court has certified classes in the consolidated Karapetian /Aguilar case on claims alleging that AMR has not provided meal periods in compliance with the law as to dispatchers and call takers, that AMR has an unlawful time round policy, and that AMR has an unlawful practice of setting rates for those employees; the Court denied certification of the rest period claims of these employees. In Banta, the Court denied certification of the meal and rest period claims as to EMTs and paramedics, a decision that is being appealed; the Court indicated that it would certify a class on overtime claims, but plaintiff's counsel have indicated that they intend to dismiss that claim as AMR's policy complies with a recent Court of Appeals decision. In Bartoni, the Court denied certification on the meal and rest period claims of all unionized employees in Northern California, a decision that is being appealed. While the Court certified a class on the overtime claims, plaintiffs' counsel stipulated to decertify and dismiss those claims as AMR's policy complies with a recent Court of Appeals decision. The Company is unable at this time to estimate the amount of potential damages, if any. | ||||||||
Merion Capital, L.P. ("Merion"), a former stockholder of Corporation, filed an action in the Delaware Court of Chancery seeking to exercise its right to appraisal of its holdings in Corporation prior to the Merger. During the year ended December 31, 2013, the Company expensed $8.4 million of legal settlement costs and $1.9 million of interest. On April 15, 2013, the Company paid $52.1 million in a settlement of Merion's appraisal action, in which Merion agreed to release its claims against the Company. $13.7 million of this payment is included in cash flows from operations and $38.3 million is included in cash flows from financing activities on the statements of cash flows for the year ended December 31, 2013. | ||||||||
On August 7, 2012, EmCare received a subpoena from the OIG requesting copies of documents for the period from January 1, 2007 through the present that appears to primarily be focused on EmCare's contracts for services at hospitals that are affiliated with Health Management Associates, Inc. ("HMA"). The Company has been cooperating with the government during its investigation and, as such, continues to gather responsive documents. During the months of December 2013 and January 2014, several lawsuits filed by whistleblowers on behalf of the federal and certain state governments against HMA have been unsealed; the Company is a named defendant in two of these lawsuits. Although the federal government intervened in these lawsuits in connection with certain of the allegations against HMA, the federal government has not, at this time, disclosed whether it will intervene in these matters as they relate to the Company. The Company continues to engage in meaningful dialogue with the relevant government representatives and, at this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. | ||||||||
On February 5, 2013, Air Ambulance Specialists, Inc. received a subpoena from the Federal Aviation Administration ("FAA") relating to its operations as an indirect air carrier and its relationships with Part 135 direct air carriers. The Company cooperated with the government during its investigation, providing written responses to the subpoena and engaging in dialogue with the relevant government representatives. The Company believes this investigation has been concluded by the FAA. | ||||||||
On February 14, 2013, EmCare received a subpoena from the OIG requesting documents and other information relating to EmCare's relationship with Community Health Services, Inc. ("CHS"). The Company is cooperating with the government during its investigation, has provided responsive documents, and is engaged in a meaningful dialogue with the relevant government representatives regarding additional requests. At this time, the Company is unable to determine the potential impact, if any, that will result from these investigations. | ||||||||
In November 2013, AMR received a subpoena from the New Hampshire Department of Insurance (the "Department") directed to American Medical Response of Massachusetts, Inc. The subpoena requested documents relating to ambulance services provided to approximately 150 patients residing in the state of New Hampshire who had been involved in motor vehicle accidents and who were ultimately transported by AMR. In addition, the subpoena requested information relating to any agreements for reimbursement between AMR and Progressive Insurance. The Company cooperated with the Department during its investigation and, in March 2014, it was notified that the investigation was concluded and closed without further action by the Department. | ||||||||
The Company is involved in other litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity. | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | 19. Related Party Transactions |
CD&R Affiliates | |
Stockholders Agreement | |
In connection with the Company's initial public offering, the Company entered into a stockholders agreement ("Stockholders Agreement") with CD&R Affiliates. Under the Stockholders Agreement, CD&R Affiliates were granted the right to designate for nomination for election a number of CD&R-designated directors equal to: (i) at least a majority of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 50% of the outstanding shares of Common Stock, (ii) at least 40% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 40% but less than 50% of the outstanding shares of Common Stock, (iii) at least 30% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 30% but less than 40% of the outstanding shares of Common Stock, (iv) at least 20% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 20% but less than 30% of the outstanding shares of Common Stock, and (v) at least 5% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 5% but less than 20% of the outstanding shares of Common Stock. Additionally, a CD&R-designated director will serve as the Chairman of the board of directors as long as the CD&R Affiliates own at least 30% of the outstanding shares of Common Stock. As of December 31, 2014, the CD&R Affiliates owned approximately 27.7% of the outstanding shares of Common Stock. | |
Registration Rights Agreement | |
In connection with the closing of the Merger, the Company entered into a registration rights agreement ("Registration Rights Agreement") with the CD&R Affiliates which grants the CD&R Affiliates specified demand and piggyback registration rights with respect to the Company's Common Stock. Under the Registration Rights Agreement, if the Company registers Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), holders of the Common Stock, including CD&R Affiliates, have the right to require the Company's to use reasonable best efforts to include in the Company's registration statement shares of Common Stock held by them, subject to certain limitations and at the expense of the Company. | |
Indemnification Agreements | |
In connection with the closing of the Merger, the Company entered into separate indemnification agreements with CD&R and CD&R Affiliates (the "CD&R Entities"). Under the indemnification agreement with the CD&R Entities, Holding and the Company, subject to certain limitations, jointly and severally agreed to indemnify the CD&R Entities and certain of their affiliates against certain liabilities arising out of performance of the Consulting Agreement and certain other claims and liabilities. | |
Other | |
On November 25, 2008, the Company entered into a corporate account agreement with The Hertz Corporation pursuant to which it agreed to spend a minimum total amount of $460,000 per year for the rental of cars from The Hertz Corporation and its subsidiaries and licensees. For the years ended December 31, 2014 and 2013, the Company spent less than $1.0 million under this contract. The agreement had an initial one-year term, and renews automatically until terminated by either party. Investment funds associated with CD&R had been affiliated with Hertz Global Holdings. | |
Other Transactions | |
In connection with the closing of the Merger, Holding and Corporation entered into separate indemnification agreements with each of Richard J. Schnall, Ronald A. Williams, William A. Sanger, and Kenneth A. Giuriceo as the directors of Holding and Corporation. Under the indemnification agreements with the directors of Holding and Corporation, Holding and Corporation, subject to certain limitations, jointly and severally agreed to indemnify the directors against certain liabilities arising out of service as a director. | |
The executive employment agreements include indemnification provisions whereby the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as the Company's agent or the agent of any of its subsidiaries to the fullest extent legally permitted. | |
In connection with the Company's initial public offering, the Company entered into new indemnification agreements with each of its directors. On November 11, 2013, the Company entered into an indemnification agreement with Mark V. Mactas. Under these agreements, the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as the Company's agent or the agent of any of its subsidiaries to the fullest extent legally permitted. | |
Variable_Interest_Entities
Variable Interest Entities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Variable Interest Entities | ||||||||
Variable Interest Entities | 20. Variable Interest Entities | |||||||
GAAP requires the assets, liabilities, noncontrolling interests and activities of Variable Interest Entities ("VIEs") to be consolidated if an entity's interest in the VIE has specific characteristics including: voting rights not proportional to ownership and the right to receive a majority of expected income or absorb a majority of expected losses. In addition, the entity exposed to the majority of the risks and rewards associated with the VIE is deemed its primary beneficiary and must consolidate the entity. | ||||||||
UHS-EmCare JV | ||||||||
EmCare entered into an agreement in 2014 with Universal Health Services, Inc. to form an entity which would provide physician services to various healthcare facilities ("UHS-EmCare JV"). UHS-EmCare JV began providing services to healthcare facilities during the second quarter of 2014 and meets the definition of a VIE. The Company determined that, although EmCare holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: | ||||||||
• | EmCare provides management services to UHS-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of UHS-EmCare JV's activities involve EmCare; and | |||||||
• | as payment for management services, EmCare is entitled to receive a variable management fee from UHS-EmCare JV. | |||||||
The following table summarizes the UHS-EmCare JV assets and liabilities as of December 31, 2014, which are included in the Company's consolidated financial statements (in thousands): | ||||||||
December 31, | ||||||||
2014 | ||||||||
Current assets | $ | 21,427 | ||||||
Current liabilities | 6,748 | |||||||
During the year ended December 31, 2014, cash contributions of $0.3 million were made to UHS-EmCare JV by each of the parties for working capital requirements. | ||||||||
HCA-EmCare JV | ||||||||
EmCare entered into an agreement in 2011 with an indirect wholly-owned subsidiary of HCA Holdings Inc. to form an entity which would provide physician services to various healthcare facilities ("HCA-EmCare JV"). HCA-EmCare JV began providing services to healthcare facilities during the first quarter of 2012 and meets the definition of a VIE. The Company determined that, although EmCare only holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: | ||||||||
• | EmCare provides management services to HCA-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of HCA-EmCare JV's activities involve EmCare; and | |||||||
• | as payment for management services, EmCare is entitled to receive a base management fee from HCA-EmCare JV as well as a bonus management fee. | |||||||
The following is a summary of the HCA-EmCare JV assets and liabilities as of December 31, 2014 and 2013, which are included in the Company's consolidated financial statements (in thousands). | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current assets | $ | 155,041 | $ | 88,479 | ||||
Current liabilities | 31,163 | 22,005 | ||||||
During the year ended December 31, 2014, 2013, and 2012, cash contributions of $1.0 million, $3.0 million, and $6.5 million, respectively, were made to HCA-EmCare JV by each of the parties for working capital requirements. | ||||||||
Insurance
Insurance | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Insurance | |||||||||||
Insurance | 21. Insurance | ||||||||||
Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully- insured and self-insured components. This includes the use of an off- shore captive insurance program through a wholly-owned subsidiary for certain professional (medical malpractice), auto, workers' compensation and general liability programs for both EmCare and AMR. In those instances where the Company has obtained third-party insurance coverage, the Company normally retains liability for the first $1 to $3 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 2014. | |||||||||||
The Company establishes reserves for claims based upon an assessment of claims reported and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims, other than general liability claims, are discounted at a rate of 1.5%. General liability claims are not discounted. | |||||||||||
Provisions for insurance expense included in the statements of operations include annual provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers. | |||||||||||
The table below summarizes the non-health and welfare insurance reserves included in the accompanying balance sheets (in thousands): | |||||||||||
Accrued | Insurance | Total | |||||||||
Liabilities | Reserves | Liabilities | |||||||||
December 31, 2014 | |||||||||||
Automobile | $ | 7,469 | $ | 6,230 | $ | 13,699 | |||||
Workers compensation | 18,299 | 30,826 | 49,125 | ||||||||
General/Professional liability | 48,444 | 143,583 | 192,027 | ||||||||
| | | | | | | | | | | |
$ | 74,212 | $ | 180,639 | $ | 254,851 | ||||||
December 31, 2013 | |||||||||||
Automobile | $ | 7,034 | $ | 5,779 | $ | 12,813 | |||||
Workers compensation | 21,876 | 32,097 | 53,973 | ||||||||
General/Professional liability | 44,828 | 137,551 | 182,379 | ||||||||
| | | | | | | | | | | |
$ | 73,738 | $ | 175,427 | $ | 249,165 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The changes to the Company's estimated losses under self-insured programs were as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of period | $ | 249,165 | $ | 238,597 | $ | 247,872 | |||||
Expense for current period reserves | 62,836 | 74,501 | 77,003 | ||||||||
Unfavorable (favorable) changes to prior reserves | 7,539 | 9,141 | (2,480 | ) | |||||||
Changes in losses covered by commercial insurance programs | 17,532 | — | (9,185 | ) | |||||||
Increase in reserves from acquisitions | 18,217 | — | — | ||||||||
Payments for claims | (100,438 | ) | (73,074 | ) | (74,613 | ) | |||||
| | | | | | | | | | | |
Balance, end of period | 254,851 | 249,165 | 238,597 | ||||||||
Discount factor | 7,045 | 8,418 | 8,485 | ||||||||
| | | | | | | | | | | |
Undiscounted reserve, end of period | $ | 261,896 | $ | 257,583 | $ | 247,082 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table reflects a summary of expected future claim payments relating to non-health and welfare insurance reserves (in thousands): | |||||||||||
Year | Amount | ||||||||||
2015 | $ | 74,212 | |||||||||
2016 | 58,942 | ||||||||||
2017 | 41,294 | ||||||||||
2018 | 28,497 | ||||||||||
2019 | 16,915 | ||||||||||
Thereafter | 34,991 | ||||||||||
| | | | | |||||||
Total | $ | 254,851 | |||||||||
| | | | | |||||||
| | | | | |||||||
Segment_Information
Segment Information | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Information | |||||||||||
Segment Information | 22. Segment Information | ||||||||||
The Company is organized around two separately managed business units: facility- based physician services and healthcare transportation services, which have been identified as operating segments. The facility-based physician services reportable segment provides physician services to hospitals primarily for emergency department, anesthesiology, hospitalist/inpatient, radiology, teleradiology and surgery services. It also offers physician-led care management solutions outside the hospital. The healthcare transportation services reportable segment focuses on providing a full range of healthcare transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The Chief Executive Officer has been identified as the chief operating decision maker ("CODM") as he assesses the performance of the business units and decides how to allocate resources to the business units. | |||||||||||
Net income (loss) before equity in earnings of unconsolidated subsidiary, income tax benefit (expense), loss on early debt extinguishment, other income (expense), net, realized gains (losses) on investments, interest expense, net, equity-based compensation expense, transaction costs related to acquisition activity, related party management fees, restructuring charges, adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes, and depreciation and amortization expense ("Adjusted EBITDA") is the measure of profit and loss that the CODM uses to assess performance and make decisions. Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded from Adjusted EBITDA are significant components in understanding and assessing the Company's financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in the Company's financial statements as an indicator of financial performance. Since Adjusted EBITDA is not a measure determined to be in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see Note 2). | |||||||||||
The Company's operating segment results were as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Facility-Based Physician Services | |||||||||||
Net revenue | $ | 2,842,458 | $ | 2,358,787 | $ | 1,915,148 | |||||
Income from operations | 282,495 | 219,842 | 199,300 | ||||||||
Adjusted EBITDA | 363,333 | 294,033 | 260,657 | ||||||||
Goodwill | 1,679,495 | 1,574,882 | 1,555,924 | ||||||||
Intangible Assets, net | 365,094 | 370,897 | 407,184 | ||||||||
Total identifiable assets | 2,884,250 | 2,624,161 | 2,468,605 | ||||||||
Capital expenditures | 15,480 | 8,215 | 12,229 | ||||||||
Healthcare Transportation Services | |||||||||||
Net revenue | $ | 1,555,186 | $ | 1,369,525 | $ | 1,384,973 | |||||
Income from operations | 105,991 | 56,986 | 57,641 | ||||||||
Adjusted EBITDA | 192,891 | 151,745 | 143,994 | ||||||||
Goodwill | 859,138 | 860,788 | 857,708 | ||||||||
Intangible Assets, net | 159,388 | 142,801 | 157,034 | ||||||||
Total identifiable assets | 1,616,200 | 1,515,162 | 1,544,908 | ||||||||
Capital expenditures | 56,460 | 51,449 | 42,688 | ||||||||
Segment Totals | |||||||||||
Net revenue | $ | 4,397,644 | $ | 3,728,312 | $ | 3,300,121 | |||||
Income from operations | 388,486 | 276,828 | 256,941 | ||||||||
Adjusted EBITDA | 556,224 | 445,778 | 404,651 | ||||||||
Goodwill | 2,538,633 | 2,435,670 | 2,413,632 | ||||||||
Intangible Assets, net | 524,482 | 513,698 | 564,218 | ||||||||
Total identifiable assets | 4,500,450 | 4,139,323 | 4,013,513 | ||||||||
Capital expenditures | 71,940 | 59,664 | 54,917 | ||||||||
A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income (loss) | $ | 119,866 | $ | 11,495 | $ | 41,185 | |||||
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 110,505 | 186,701 | 182,607 | ||||||||
Income tax expense (benefit) | 89,498 | (994 | ) | 27,463 | |||||||
Loss on early debt extinguishment | 66,397 | 68,379 | 8,307 | ||||||||
Realized losses (gains) on investments | (371 | ) | (471 | ) | (394 | ) | |||||
Interest income from restricted assets | (1,135 | ) | (792 | ) | (625 | ) | |||||
Equity in earnings of unconsolidated subsidiary | (254 | ) | (323 | ) | (379 | ) | |||||
Other expense (income), net | 3,980 | 12,760 | (1,422 | ) | |||||||
Corporate operating expense | — | 73 | 199 | ||||||||
| | | | | | | | | | | |
Income from operations—segment totals | 388,486 | 276,828 | 256,941 | ||||||||
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Net (income) loss attributable to noncontrolling interest | 5,642 | (5,500 | ) | — | |||||||
Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes | (2,259 | ) | — | — | |||||||
Interest income from restricted assets | 1,135 | 792 | 625 | ||||||||
Equity-based compensation expense | 5,109 | 4,248 | 4,248 | ||||||||
Transaction costs | 4,988 | — | — | ||||||||
Related party management fees | — | 23,109 | 5,000 | ||||||||
| | | | | | | | | | | |
Adjusted EBITDA—segment totals | 556,224 | 445,778 | 404,651 | ||||||||
| | | | | | | | | | | |
Corporate operating expense | — | (73 | ) | (199 | ) | ||||||
| | | | | | | | | | | |
Adjusted EBITDA | $ | 556,224 | $ | 445,705 | $ | 404,452 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows as of December 31 (in thousands): | |||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Segment total identifiable assets | $ | 4,500,450 | $ | 4,139,323 | |||||||
Corporate cash | 167,345 | 133,792 | |||||||||
Other corporate assets | 35,958 | 26,902 | |||||||||
| | | | | | | | ||||
Total identifiable assets | $ | 4,703,753 | $ | 4,300,017 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Other corporate assets principally consist of property, plant and equipment, and other assets. | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Segment total capital expenditures | $ | 71,940 | $ | 59,664 | $ | 54,917 | |||||
Corporate capital expenditures | 6,106 | 6,215 | 5,298 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 78,046 | $ | 65,879 | $ | 60,215 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Collective Bargaining Agreements | |||||||||||
Approximately 43% of AMR employees are represented by 42 active collective bargaining agreements. There are 23 operational locations representing approximately 3,150 employees currently in the process of negotiations, or will be subject to negotiation in 2015. In addition, nine collective bargaining agreements, representing approximately 1,800 employees will be subject to negotiations in 2016. While the Company believes it maintains a good working relationship with its employees, the Company has experienced some union work actions. The Company does not expect these actions to have a material adverse effect on its ability to provide service to its patients and communities. | |||||||||||
Major Customers | |||||||||||
One customer, Hospital Corporation of America, comprised 27.5%, 21.7%, and 14.9% of EmCare's total net revenue as of December 31, 2014, 2013 and 2012, respectively. No other customer (including all facility contracts under a single hospital system) comprised more than 10% of consolidated total net revenue. | |||||||||||
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Valuation and Qualifying Accounts | |||||||||||
Valuation and Qualifying Accounts | 23. Valuation and Qualifying Accounts | ||||||||||
Allowance for | Allowance for | Total | |||||||||
Contractual | Uncompensated | Accounts | |||||||||
Discounts | Care | Receivable | |||||||||
Allowances | |||||||||||
(in thousands) | |||||||||||
Balance at January 1, 2012 | $ | 1,254,452 | $ | 655,419 | $ | 1,909,871 | |||||
Additions | 7,169,942 | 2,534,511 | 9,704,453 | ||||||||
Reductions | (6,804,906 | ) | (2,348,176 | ) | (9,153,082 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2012 | 1,619,488 | 841,754 | 2,461,242 | ||||||||
Additions | 8,607,966 | 3,043,210 | 11,651,176 | ||||||||
Reductions | (8,224,750 | ) | (2,846,131 | ) | (11,070,881 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | 2,002,704 | 1,038,833 | 3,041,537 | ||||||||
Additions | 11,255,851 | 3,487,309 | 14,743,160 | ||||||||
Reductions | (10,457,703 | ) | (3,298,343 | ) | (13,756,046 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2014 | $ | 2,800,852 | $ | 1,227,799 | $ | 4,028,651 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Consolidating_Financial_Inform
Consolidating Financial Information | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Consolidating Financial Information | ||||||||||||||
Consolidating Financial Information | 24. Consolidating Financial Information | |||||||||||||
Pursuant to the indenture governing the 2022 Notes, so long as any of the 2022 Notes are outstanding, the Company is required to provide condensed consolidating financial information with a separate column for (i) the Company and its subsidiaries (other than Corporation and its subsidiaries) on a combined basis, (ii) Corporation and its subsidiaries, (iii) consolidating adjustments on a combined basis, and (iv) the total consolidated amount. The consolidating adjustments column represents the elimination of any intercompany activity between EVHC (excluding Corporation and its subsidiaries) and Corporation. | ||||||||||||||
Consolidating Balance Sheet | ||||||||||||||
As of December 31, 2014 | ||||||||||||||
(in thousands) | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Assets | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 5 | $ | 318,890 | $ | — | $ | 318,895 | ||||||
Insurance collateral | — | 32,828 | — | 32,828 | ||||||||||
Trade and other accounts receivable, net | — | 950,115 | — | 950,115 | ||||||||||
Parts and supplies inventory | — | 24,484 | — | 24,484 | ||||||||||
Prepaids and other current assets | 5,019 | 36,917 | (5,019 | ) | 36,917 | |||||||||
| | | | | | | | | | | | | | |
Total current assets | 5,024 | 1,363,234 | (5,019 | ) | 1,363,239 | |||||||||
Property, plant, and equipment, net | — | 211,276 | — | 211,276 | ||||||||||
Intangible assets, net | — | 524,482 | — | 524,482 | ||||||||||
Long-term deferred tax assets | 145 | — | (145 | ) | — | |||||||||
Insurance collateral | — | 10,568 | — | 10,568 | ||||||||||
Goodwill | — | 2,538,633 | — | 2,538,633 | ||||||||||
Other long-term assets | — | 55,555 | — | 55,555 | ||||||||||
Investment in wholly owned subsidiary | 1,756,407 | — | (1,756,407 | ) | — | |||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 1,761,576 | $ | 4,703,748 | $ | (1,761,571 | ) | $ | 4,703,753 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 999 | $ | 46,585 | $ | — | $ | 47,584 | ||||||
Accrued liabilities | — | 416,307 | (3,650 | ) | 412,657 | |||||||||
Current deferred tax liabilities | — | 105,647 | (1,369 | ) | 104,278 | |||||||||
Current portion of long-term debt and capital lease obligations | — | 12,349 | — | 12,349 | ||||||||||
| | | | | | | | | | | | | | |
Total current liabilities | 999 | 580,888 | (5,019 | ) | 576,868 | |||||||||
Long-term debt and capital lease obligations | — | 2,025,877 | — | 2,025,877 | ||||||||||
Long-term deferred tax liabilities | — | 131,108 | (145 | ) | 130,963 | |||||||||
Insurance reserves | — | 180,639 | — | 180,639 | ||||||||||
Other long-term liabilities | — | 20,365 | — | 20,365 | ||||||||||
| | | | | | | | | | | | | | |
Total liabilities | 999 | 2,938,877 | (5,164 | ) | 2,934,712 | |||||||||
| | | | | | | | | | | | | | |
Equity: | ||||||||||||||
Common stock | 1,837 | — | — | 1,837 | ||||||||||
Preferred stock | — | — | — | — | ||||||||||
Additional paid-in capital | 1,616,747 | 1,544,222 | (1,544,222 | ) | 1,616,747 | |||||||||
Retained earnings | 143,849 | 214,041 | (214,041 | ) | 143,849 | |||||||||
Accumulated other comprehensive income (loss) | (1,856 | ) | (1,856 | ) | 1,856 | (1,856 | ) | |||||||
| | | | | | | | | | | | | | |
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,756,407 | (1,756,407 | ) | 1,760,577 | |||||||||
Noncontrolling interest | — | 8,464 | — | 8,464 | ||||||||||
| | | | | | | | | | | | | | |
Total equity | 1,760,577 | 1,764,871 | (1,756,407 | ) | 1,769,041 | |||||||||
| | | | | | | | | | | | | | |
Total liabilities and equity | $ | 1,761,576 | $ | 4,703,748 | $ | (1,761,571 | ) | $ | 4,703,753 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Consolidating Balance Sheet | ||||||||||||||
As of December 31, 2013 | ||||||||||||||
(in thousands) | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Assets | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 81,722 | $ | 122,990 | $ | — | $ | 204,712 | ||||||
Insurance collateral | — | 29,619 | — | 29,619 | ||||||||||
Trade and other accounts receivable, net | — | 801,146 | — | 801,146 | ||||||||||
Parts and supplies inventory | — | 23,376 | — | 23,376 | ||||||||||
Prepaids and other current assets | 26,860 | 23,925 | (27,355 | ) | 23,430 | |||||||||
| | | | | | | | | | | | | | |
Total current assets | 108,582 | 1,001,056 | (27,355 | ) | 1,082,283 | |||||||||
Property, plant, and equipment, net | — | 194,715 | — | 194,715 | ||||||||||
Intangible assets, net | — | 513,698 | — | 513,698 | ||||||||||
Long-term deferred tax assets | 128 | — | (128 | ) | — | |||||||||
Insurance collateral | — | 12,716 | — | 12,716 | ||||||||||
Goodwill | — | 2,435,670 | — | 2,435,670 | ||||||||||
Other long-term assets | — | 60,935 | — | 60,935 | ||||||||||
Investment in wholly owned subsidiary | 1,486,129 | — | (1,486,129 | ) | — | |||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 1,594,839 | $ | 4,218,790 | $ | (1,513,612 | ) | $ | 4,300,017 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 116 | $ | 52,472 | $ | — | $ | 52,588 | ||||||
Accrued liabilities | — | 357,979 | (7,043 | ) | 350,936 | |||||||||
Current deferred tax liabilities | — | 55,799 | (20,312 | ) | 35,487 | |||||||||
Current portion of long-term debt and capital lease obligations | — | 12,318 | — | 12,318 | ||||||||||
| | | | | | | | | | | | | | |
Total current liabilities | 116 | 478,568 | (27,355 | ) | 451,329 | |||||||||
Long-term debt and capital lease obligations | — | 1,895,381 | — | 1,895,381 | ||||||||||
Long-term deferred tax liabilities | — | 151,258 | (128 | ) | 151,130 | |||||||||
Insurance reserves | — | 175,427 | — | 175,427 | ||||||||||
Other long-term liabilities | — | 16,997 | — | 16,997 | ||||||||||
| | | | | | | | | | | | | | |
Total liabilities | 116 | 2,717,631 | (27,483 | ) | 2,690,264 | |||||||||
| | | | | | | | | | | | | | |
Equity: | ||||||||||||||
Common stock | 1,804 | — | — | 1,804 | ||||||||||
Preferred stock | — | — | — | — | ||||||||||
Additional paid-in capital | 1,575,417 | 1,402,861 | (1,402,861 | ) | 1,575,417 | |||||||||
Retained earnings | 18,341 | 84,107 | (84,107 | ) | 18,341 | |||||||||
Accumulated other comprehensive income (loss) | (839 | ) | (839 | ) | 839 | (839 | ) | |||||||
| | | | | | | | | | | | | | |
Total Envision Healthcare Holdings, Inc. equity | 1,594,723 | 1,486,129 | (1,486,129 | ) | 1,594,723 | |||||||||
Noncontrolling interest | — | 15,030 | — | 15,030 | ||||||||||
| | | | | | | | | | | | | | |
Total equity | 1,594,723 | 1,501,159 | (1,486,129 | ) | 1,609,753 | |||||||||
| | | | | | | | | | | | | | |
Total liabilities and equity | $ | 1,594,839 | $ | 4,218,790 | $ | (1,513,612 | ) | $ | 4,300,017 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2014 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 4,397,644 | $ | — | $ | 4,397,644 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 3,156,480 | — | 3,156,480 | ||||||||||
Operating expenses | — | 487,841 | — | 487,841 | ||||||||||
Insurance expense | — | 120,983 | — | 120,983 | ||||||||||
Selling, general and administrative expenses | — | 90,731 | — | 90,731 | ||||||||||
Depreciation and amortization expense | — | 146,155 | — | 146,155 | ||||||||||
Restructuring charges | — | 6,968 | — | 6,968 | ||||||||||
| | | | | | | | | | | | | | |
Income (loss) from operations | — | 388,486 | — | 388,486 | ||||||||||
Interest income from restricted assets | — | 1,135 | — | 1,135 | ||||||||||
Interest expense, net | — | (110,505 | ) | — | (110,505 | ) | ||||||||
Realized gains (losses) on investments | — | 371 | — | 371 | ||||||||||
Other income (expense), net | (4,153 | ) | 173 | — | (3,980 | ) | ||||||||
Loss on early debt extinguishment | — | (66,397 | ) | — | (66,397 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (4,153 | ) | 213,263 | — | 209,110 | |||||||||
Income tax benefit (expense) | (273 | ) | (89,225 | ) | — | (89,498 | ) | |||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (4,426 | ) | 124,038 | — | 119,612 | |||||||||
Equity in net income (loss) of subsidiary | 129,934 | — | (129,934 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 254 | — | 254 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 125,508 | 124,292 | (129,934 | ) | 119,866 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | 5,642 | — | 5,642 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 125,508 | $ | 129,934 | $ | (129,934 | ) | $ | 125,508 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2013 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 3,728,312 | $ | — | $ | 3,728,312 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 2,667,439 | — | 2,667,439 | ||||||||||
Operating expenses | 70 | 424,795 | — | 424,865 | ||||||||||
Insurance expense | — | 106,293 | — | 106,293 | ||||||||||
Selling, general and administrative expenses | 3 | 106,656 | — | 106,659 | ||||||||||
Depreciation and amortization expense | — | 140,632 | — | 140,632 | ||||||||||
Restructuring charges | — | 5,669 | — | 5,669 | ||||||||||
| | | | | | | | | | | | | | |
Income from operations | (73 | ) | 276,828 | — | 276,755 | |||||||||
Interest income from restricted assets | — | 792 | — | 792 | ||||||||||
Interest expense, net | (30,567 | ) | (156,134 | ) | — | (186,701 | ) | |||||||
Realized gains (losses) on investments | — | 471 | — | 471 | ||||||||||
Other income (expense), net | — | (12,760 | ) | — | (12,760 | ) | ||||||||
Loss on early debt extinguishment | (29,519 | ) | (38,860 | ) | — | (68,379 | ) | |||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (60,159 | ) | 70,337 | — | 10,178 | |||||||||
Income tax benefit (expense) | 17,881 | (16,887 | ) | — | 994 | |||||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (42,278 | ) | 53,450 | — | 11,172 | |||||||||
Equity in net income (loss) of subsidiary | 48,273 | — | (48,273 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 323 | — | 323 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 5,995 | 53,773 | (48,273 | ) | 11,495 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | (5,500 | ) | — | (5,500 | ) | ||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 5,995 | $ | 48,273 | $ | (48,273 | ) | $ | 5,995 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2012 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 3,300,121 | $ | — | $ | 3,300,121 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 2,307,628 | — | 2,307,628 | ||||||||||
Operating expenses | — | 421,424 | — | 421,424 | ||||||||||
Insurance expense | — | 97,950 | — | 97,950 | ||||||||||
Selling, general and administrative expenses | 199 | 78,341 | — | 78,540 | ||||||||||
Depreciation and amortization expense | — | 123,751 | — | 123,751 | ||||||||||
Restructuring charges | — | 14,086 | — | 14,086 | ||||||||||
| | | | | | | | | | | | | | |
Income from operations | (199 | ) | 256,941 | — | 256,742 | |||||||||
Interest income from restricted assets | — | 625 | — | 625 | ||||||||||
Interest expense, net | (11,462 | ) | (171,145 | ) | — | (182,607 | ) | |||||||
Realized gains (losses) on investments | — | 394 | — | 394 | ||||||||||
Other income (expense), net | — | 1,422 | — | 1,422 | ||||||||||
Loss on early debt extinguishment | — | (8,307 | ) | — | (8,307 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (11,661 | ) | 79,930 | — | 68,269 | |||||||||
Income tax benefit (expense) | 4,387 | (31,850 | ) | — | (27,463 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (7,274 | ) | 48,080 | — | 40,806 | |||||||||
Equity in net income (loss) of subsidiary | 48,459 | — | (48,459 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 379 | — | 379 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 41,185 | 48,459 | (48,459 | ) | 41,185 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 41,185 | $ | 48,459 | $ | (48,459 | ) | $ | 41,185 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2014 | ||||||||||||||
EVHC | Corporation | Total | ||||||||||||
(excluding | and | |||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | 17,057 | $ | 256,991 | $ | 274,048 | ||||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (79,751 | ) | (79,751 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 62,673 | 62,673 | |||||||||||
Purchase of property, plant and equipment | — | (78,046 | ) | (78,046 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 2,444 | 2,444 | |||||||||||
Acquisition of businesses, net of cash received | — | (181,642 | ) | (181,642 | ) | |||||||||
Net change in insurance collateral | — | 481 | 481 | |||||||||||
Other investing activities | — | (2,977 | ) | (2,977 | ) | |||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (276,818 | ) | (276,818 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Borrowings under the ABL Facility | — | 50,000 | 50,000 | |||||||||||
Proceeds from issuance of senior notes | — | 740,625 | 740,625 | |||||||||||
Repayments of the Term Loan | — | (13,372 | ) | (13,372 | ) | |||||||||
Repayments of the ABL Facility | — | (50,000 | ) | (50,000 | ) | |||||||||
Repayments of PIK Notes and senior notes | — | (607,750 | ) | (607,750 | ) | |||||||||
Payment for debt extinguishment premiums | — | (37,630 | ) | (37,630 | ) | |||||||||
Debt issuance costs | — | (2,224 | ) | (2,224 | ) | |||||||||
Proceeds from stock options exercised | — | 7,730 | 7,730 | |||||||||||
Excess tax benefits from equity-based compensation | — | 44,550 | 44,550 | |||||||||||
Shares repurchased for tax withholdings | — | (14,430 | ) | (14,430 | ) | |||||||||
Distributions to noncontrolling interest, net | — | (924 | ) | (924 | ) | |||||||||
Other financing activities | — | 378 | 378 | |||||||||||
Net intercompany borrowings (payments) | (98,774 | ) | 98,774 | — | ||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | (98,774 | ) | 215,727 | 116,953 | ||||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | (81,717 | ) | 195,900 | 114,183 | ||||||||||
Cash and cash equivalents, beginning of period | 81,722 | 122,990 | 204,712 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 5 | $ | 318,890 | $ | 318,895 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2013 | ||||||||||||||
EVHC | Corporation | Total | ||||||||||||
(excluding | and | |||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | (33,425 | ) | $ | 87,540 | $ | 54,115 | |||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (3,156 | ) | (3,156 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 14,096 | 14,096 | |||||||||||
Purchase of property, plant and equipment | — | (65,879 | ) | (65,879 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 744 | 744 | |||||||||||
Acquisition of businesses, net of cash received | — | (35,098 | ) | (35,098 | ) | |||||||||
Net change in insurance collateral | — | (7,235 | ) | (7,235 | ) | |||||||||
Other investing activities | — | (2,069 | ) | (2,069 | ) | |||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (98,597 | ) | (98,597 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Issuance of common stock | 1,110,900 | 1,117 | 1,112,017 | |||||||||||
Borrowings under the Term Loan | — | 150,000 | 150,000 | |||||||||||
Borrowings under the ABL Facility | — | 345,440 | 345,440 | |||||||||||
Repayments of the Term Loan | — | (13,371 | ) | (13,371 | ) | |||||||||
Repayments of the ABL Facility | — | (470,440 | ) | (470,440 | ) | |||||||||
Repayments of PIK Notes and senior notes | (450,000 | ) | (327,250 | ) | (777,250 | ) | ||||||||
Payment for debt extinguishment premiums | (12,386 | ) | (27,016 | ) | (39,402 | ) | ||||||||
Dividend paid | 20,813 | (20,813 | ) | — | ||||||||||
Debt issuance costs | (4 | ) | (5,007 | ) | (5,011 | ) | ||||||||
Equity issuance costs | (65,131 | ) | — | (65,131 | ) | |||||||||
Excess tax benefits from equity-based compensation | — | 62 | 62 | |||||||||||
Contributions from noncontrolling interest, net | — | 3,000 | 3,000 | |||||||||||
Payment of dissenting shareholder settlement | — | (38,336 | ) | (38,336 | ) | |||||||||
Net change in bank overdrafts | — | (10,146 | ) | (10,146 | ) | |||||||||
Other financing activities | — | (70 | ) | (70 | ) | |||||||||
Net intercompany borrowings (payments) | (489,326 | ) | 489,326 | — | ||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | 114,866 | 76,496 | 191,362 | |||||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | 81,441 | 65,439 | 146,880 | |||||||||||
Cash and cash equivalents, beginning of period | 281 | 57,551 | 57,832 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 81,722 | $ | 122,990 | $ | 204,712 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2012 | ||||||||||||||
EVHC | Corporation and | Total | ||||||||||||
(excluding | Subsidiaries | |||||||||||||
Corporation) | ||||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | 187 | $ | 216,248 | $ | 216,435 | ||||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (39,035 | ) | (39,035 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 96,643 | 96,643 | |||||||||||
Purchase of property, plant and equipment | — | (60,215 | ) | (60,215 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 7,220 | 7,220 | |||||||||||
Acquisition of businesses, net of cash received | — | (193,002 | ) | (193,002 | ) | |||||||||
Net change in insurance collateral | — | 34,332 | 34,332 | |||||||||||
Other investing activities | — | 14 | 14 | |||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (154,043 | ) | (154,043 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Issuance of common stock | — | 334 | 334 | |||||||||||
Borrowings under the ABL Facility | — | 130,000 | 130,000 | |||||||||||
Proceeds from issuance of PIK Notes and senior notes | 450,000 | — | 450,000 | |||||||||||
Repayments of the Term Loan | — | (262,884 | ) | (262,884 | ) | |||||||||
Repayments of the ABL Facility | — | (5,000 | ) | (5,000 | ) | |||||||||
Repayments of PIK Notes and senior notes | — | (15,000 | ) | (15,000 | ) | |||||||||
Dividend paid | (428,782 | ) | — | (428,782 | ) | |||||||||
Debt issuance costs | (21,124 | ) | (95 | ) | (21,219 | ) | ||||||||
Excess tax benefits from equity-based compensation | — | 873 | 873 | |||||||||||
Class A common stock repurchased as treasury stock | — | (511 | ) | (511 | ) | |||||||||
Contributions from noncontrolling interest, net | — | 6,530 | 6,530 | |||||||||||
Net change in bank overdrafts | — | 7,808 | 7,808 | |||||||||||
Other financing activities | — | (732 | ) | (732 | ) | |||||||||
Net intercompany borrowings (payments) | — | — | — | |||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | 94 | (138,677 | ) | (138,583 | ) | |||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | 281 | (76,472 | ) | (76,191 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 134,023 | 134,023 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 281 | $ | 57,551 | $ | 57,832 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Quarterly_Financial_Informatio
Quarterly Financial Information (unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information (unaudited) | ||||||||||||||
Quarterly Financial Information (unaudited) | 25. Quarterly Financial Information (unaudited) | |||||||||||||
The following tables summarize unaudited results for each quarter in the years ended December 31, 2014 and 2013 (in thousands, except per share amounts). | ||||||||||||||
2014 | ||||||||||||||
For the quarter ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Net revenue | $ | 1,014,211 | $ | 1,075,327 | $ | 1,150,329 | $ | 1,157,777 | ||||||
Income from operations | 68,318 | 93,139 | 113,901 | 113,128 | ||||||||||
Net income (loss) | 21,525 | (1,992 | ) | 52,843 | 47,490 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 24,825 | (1,992 | ) | 52,776 | 49,899 | |||||||||
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | 0.14 | (0.01 | ) | 0.29 | 0.27 | |||||||||
Diluted | 0.13 | (0.01 | ) | 0.28 | 0.26 | |||||||||
2013 | ||||||||||||||
For the quarter ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Net revenue | $ | 888,324 | $ | 899,255 | $ | 955,888 | $ | 984,845 | ||||||
Income from operations | 62,862 | 65,703 | 63,503 | 84,687 | ||||||||||
Net income (loss) | (3,847 | ) | 9,597 | (7,663 | ) | 13,408 | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | (3,847 | ) | 9,597 | (7,663 | ) | 7,908 | ||||||||
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | (0.03 | ) | 0.07 | (0.05 | ) | 0.04 | ||||||||
Diluted | (0.03 | ) | 0.07 | (0.05 | ) | 0.04 | ||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
Subsequent Events | 26. Subsequent Events |
EmCare completed the acquisitions of Emergency Medical Associates ("EMA") of Parsippany, New Jersey, on February 27, 2015 and Scottsdale Emergency Associates, LTD ("SEA") of Phoenix, Arizona on January 30, 2015 for aggregate purchase consideration of $380 million paid in cash. EMA provides emergency department, hospitalist and urgent care services at 47 facilities in New Jersey, New York, Rhode Island, and North Carolina. SEA is an emergency physician group serving the greater Phoenix market, with 40 physicians and more than a dozen mid-level providers. | |
Additionally, EmCare completed the acquisition of VISTA Staffing Solutions, a leading provider of locum tenens staffing and permanent placement services for physicians, nurse practitioners and physician assistances, on February 1, 2015 for purchase consideration of $123 million paid in cash. | |
Purchase consideration for these acquisitions was funded through cash on hand and amounts borrowed under the Company's ABL Facility. As of February 28, 2015, we had available borrowing capacity of approximately $144.4 million under the ABL Facility and $120.6 million of letters of credit issued under the ABL Facility. | |
Schedule_II_Registrants_Conden
Schedule II - Registrant's Condensed Financial Statements | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule II - Registrant's Condensed Financial Statements | ||||||||
Schedule II - Registrant's Condensed Financial Statements | Schedule II—Registrant's Condensed Financial Statements | |||||||
Envision Healthcare Holdings, Inc. | ||||||||
Parent Company Only | ||||||||
Condensed Balance Sheets | ||||||||
(in thousands, except share and per share amounts) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 5 | $ | 81,722 | ||||
Prepaids and other current assets | 5,019 | 26,860 | ||||||
| | | | | | | | |
Total current assets | 5,024 | 108,582 | ||||||
| | | | | | | | |
Non-current assets: | ||||||||
Investment in wholly owned subsidiary | 1,756,407 | 1,486,129 | ||||||
Long-term deferred tax assets | 145 | 128 | ||||||
Other long-term assets | — | — | ||||||
| | | | | | | | |
Total assets | $ | 1,761,576 | $ | 1,594,839 | ||||
| | | | | | | | |
| | | | | | | | |
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 999 | $ | 116 | ||||
Accrued liabilities | — | — | ||||||
| | | | | | | | |
Total current liabilities | 999 | 116 | ||||||
Long-term debt | — | — | ||||||
| | | | | | | | |
Total liabilities | 999 | 116 | ||||||
| | | | | | | | |
Equity: | ||||||||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 183,679,113 and 180,382,885 issued and outstanding as of December 31, 2014 and 2013, respectively) | 1,837 | 1,804 | ||||||
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding as of December 31, 2014 and 2013) | — | — | ||||||
Additional paid-in capital | 1,616,747 | 1,575,417 | ||||||
Retained earnings | 143,849 | 18,341 | ||||||
Accumulated other comprehensive income (loss) | (1,856 | ) | (839 | ) | ||||
| | | | | | | | |
Total stockholders' equity | 1,760,577 | 1,594,723 | ||||||
| | | | | | | | |
Total liabilities and stockholders' equity | $ | 1,761,576 | $ | 1,594,839 | ||||
| | | | | | | | |
| | | | | | | | |
Envision Healthcare Holdings, Inc. | ||||||||
Parent Company Only | ||||||||
Condensed Statements of Operations and Comprehensive Income | ||||||||
(in thousands) | ||||||||
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Equity in net income (loss) of subsidiary | $ | 124,292 | $ | 48,942 | ||||
Operating expenses | — | 70 | ||||||
Selling, general and administrative expenses | — | 3 | ||||||
Interest expense, net | — | 30,567 | ||||||
Other income (expense), net | 4,153 | — | ||||||
Loss on early debt extinguishment | — | 29,519 | ||||||
| | | | | | | | |
Income (loss) before income taxes | 120,139 | (11,217 | ) | |||||
Income tax benefit (expense) | (273 | ) | 22,712 | |||||
| | | | | | | | |
Net income (loss) | 119,866 | 11,495 | ||||||
Other comprehensive income (loss), net of tax: | (1,017 | ) | (626 | ) | ||||
| | | | | | | | |
Comprehensive income (loss) | $ | 118,849 | $ | 10,869 | ||||
| | | | | | | | |
| | | | | | | | |
Envision Healthcare Holdings, Inc. | ||||||||
Parent Company Only | ||||||||
Condensed Statements of Cash Flows | ||||||||
(in thousands) | ||||||||
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Cash Flows from Operating Activities | ||||||||
Net income (loss) | $ | 119,866 | $ | 11,495 | ||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Equity in net income (loss) of subsidiary | (124,292 | ) | (48,942 | ) | ||||
Depreciation and amortization | — | 2,817 | ||||||
Loss on early debt extinguishment | — | 29,519 | ||||||
Deferred income taxes | 18,926 | (25,184 | ) | |||||
Changes in operating assets/liabilities | 2,557 | (3,130 | ) | |||||
| | | | | | | | |
Net cash provided by (used in) operating activities | 17,057 | (33,425 | ) | |||||
| | | | | | | | |
Cash Flows from Investing Activities | ||||||||
Net cash provided by (used in) investing activities | — | — | ||||||
| | | | | | | | |
Cash Flows from Financing Activities | ||||||||
Issuance of common stock | — | 1,110,900 | ||||||
Repayments of PIK Notes | — | (450,000 | ) | |||||
Payments for debt extinguishment premiums | — | (12,386 | ) | |||||
Distribution to Corporation | (98,774 | ) | (489,326 | ) | ||||
Dividend received | — | 20,813 | ||||||
Equity issuance costs | — | (65,131 | ) | |||||
Debt issue costs | — | (4 | ) | |||||
| | | | | | | | |
Net cash provided by (used in) financing activities | (98,774 | ) | 114,866 | |||||
| | | | | | | | |
Change in cash and cash equivalents | (81,717 | ) | 81,441 | |||||
Cash and cash equivalents, beginning of period | 81,722 | 281 | ||||||
| | | | | | | | |
Cash and cash equivalents, end of period | $ | 5 | $ | 81,722 | ||||
| | | | | | | | |
| | | | | | | | |
Notes to Condensed Parent Company Only Financial Statements | ||||||||
1. Description of Envision Healthcare Holdings, Inc. | ||||||||
Envision Healthcare Holdings, Inc. (the "Parent") was incorporated in Delaware on February 28, 2011 in connection with the merger of CDRT Merger Sub, Inc., a wholly-owned subsidiary of Envision Healthcare Intermediate Corporation, a wholly-owned subsidiary of Parent, with and into Envision Healthcare Corporation ("Corporation"). The Parent has no significant operations or assets other than its indirect ownership of the equity of Corporation. Accordingly, the Parent is dependent upon distributions from Corporation to fund its obligations. However, under the terms of Corporation's credit agreements governing Corporation's ABL Facility and Term Loan and the Indenture governing Corporation's 2019 Notes, Corporation's ability to pay dividends or lend to the Parent is restricted, except that Corporation may pay specified amounts to Parent to fund the payment of the Company's tax obligations. Corporation has no obligation to pay dividends to Parent. | ||||||||
2. Basis of Presentation | ||||||||
The accompanying condensed financial statements (parent company only) include the accounts of Parent and its investment in Corporation, which is stated at cost plus equity in undistributed earnings of Corporation since the date of acquisition, and do not present the financial statements of the parent and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with the Envision Healthcare Holdings, Inc. consolidated financial statements. | ||||||||
3. Debt | ||||||||
On October 1, 2012, the Company issued $450 million of Senior PIK Toggle Notes due 2017 (the "PIK Notes") and used the proceeds from the offering to pay an extraordinary dividend to its stockholders, pay debt issuance costs and make certain payments to members of management with rollover options in the Company. | ||||||||
On August 30, 2013, the Company redeemed all of the PIK Notes at a redemption price equal to 102.75% of the aggregate principal amount of the PIK Notes, plus accrued and unpaid interest of $17.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $29.5 million related to premiums and unamortized debt issuance costs from the redemption of the PIK Notes. | ||||||||
4. Equity | ||||||||
On August 19, 2013, the Company completed its initial public offering of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, at a price of $23 per share, for an aggregate offering price of $1,110.9 million. The Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters' discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to CD&R in connection with the termination of the consulting agreement with CD&R ("Consulting Agreement") which was recorded to "Selling, general and administrative expenses" in the accompanying consolidated statements of operations as of December 31, 2013. | ||||||||
Net proceeds from the initial public offering were used to (i) redeem in full Parent's PIK Notes for a total of $479.6 million, which included a call premium pursuant to the indenture governing the PIK Notes and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company's captive insurance subsidiary for a total of $356.5 million, which included a call premium pursuant to the indenture governing the 2019 Notes and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes including, among other things, repayment of indebtedness and acquisitions. | ||||||||
On each of February 5, 2014 and July 10, 2014, the Company registered the offering and sale of 27,500,000 shares of Common Stock, respectively, and an additional 4,125,000 shares of Common Stock upon the underwriters' exercise of their overallotment option in each offering, which were sold by certain stockholders of the Company, including the CD&R Affiliates, to the underwriters at $30.50 per share and $34.00 per share, respectively, less the underwriting discount. Additionally, on September 30, 2014, the Company registered the offering and sale of 17,500,000 shares of Common Stock by certain stockholders of the Company, including the CD&R Affiliates, to the underwriters at $34.97 per share. | ||||||||
The underwriters in these selling stockholder transactions offered the shares to the public from time to time at prevailing market prices or at negotiated prices. The Company did not receive any of the proceeds from the sale of the shares sold by the selling stockholders in these transactions, including any shares sold pursuant to any exercise of the underwriters' overallotment option. | ||||||||
Common Stock | ||||||||
Holders of Common Stock are entitled: | ||||||||
• | To cast one vote for each share held of record on all matters submitted to a vote of the stockholders; | |||||||
• | To receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and | |||||||
• | Upon Parent's liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock. | |||||||
Parent's ability to pay dividends on its Common Stock is subject to its subsidiaries' ability to pay dividends to Parent, which is in turn subject to the restrictions set forth in the Senior Secured Credit Facilities and the indentures governing the 2019 Notes and 2022 Notes. | ||||||||
Preferred Stock | ||||||||
Under Parent's amended and restated certificate of incorporation, Parent's Board of Directors has the authority, without further action by its stockholders, to issue up to 200,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Consolidation | Consolidation | |||||||||||||
The consolidated financial statements of the Company include all of its wholly-owned subsidiaries, including Corporation, EmCare and AMR and their respective subsidiaries and affiliated physician groups. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements including, but not limited to, estimates and assumptions for accounts receivable and insurance related reserves. Actual results may differ from those estimates under different assumptions or conditions. | ||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||
Cash and cash equivalents are comprised of highly liquid investments with a maturity of three months or less at acquisition, and are recorded at market value. | ||||||||||||||
As of December 31, 2014 and 2013, bank overdrafts of zero and $5.0 million, respectively, were included in accounts payable in the accompanying balance sheets. | ||||||||||||||
Insurance Collateral | Insurance Collateral | |||||||||||||
Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company's captive insurance subsidiary that supports the Company's insurance program and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income, net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. | ||||||||||||||
Realized gains and losses are determined based on an average cost basis. | ||||||||||||||
Insurance collateral also includes a receivable from insurers of $1.5 million and $1.3 million as of December 31, 2014 and 2013, respectively, for liabilities in excess of the Company's self-insured retention. | ||||||||||||||
Trade and Other Accounts Receivable, net | Trade and Other Accounts Receivable, net | |||||||||||||
The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. Patient-related accounts receivable are recorded net of estimated allowances for contractual discounts and uncompensated care in the period in which services are performed. Account balances are charged off against the uncompensated care allowance, which relates principally to receivables recorded for self-pay patients, when it is probable the receivable will not be recovered. Write- offs to the contractual allowance occur when payment is received. As a result of the estimates used in recording the allowances, the nature of healthcare collections, which may involve lengthy delays, and the current uncertainty in the economy, there is a reasonable possibility that recorded estimates will change materially in the short-term. | ||||||||||||||
The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable, net | ||||||||||||||
EVHC | $ | 28 | $ | 1,011 | ||||||||||
EmCare | 645,427 | 558,195 | ||||||||||||
AMR | 304,660 | 241,940 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 950,115 | $ | 801,146 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Accounts receivable allowances | ||||||||||||||
EmCare | ||||||||||||||
Allowance for contractual discounts | $ | 2,522,622 | $ | 1,807,090 | ||||||||||
Allowance for uncompensated care | 1,060,270 | 868,590 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 3,582,892 | $ | 2,675,680 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
AMR | ||||||||||||||
Allowance for contractual discounts | $ | 278,230 | $ | 195,614 | ||||||||||
Allowance for uncompensated care | 167,529 | 170,243 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 445,759 | $ | 365,857 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The changes in the allowances for contractual discounts and uncompensated care are primarily a result of changes in the Company's gross fee-for-service rate schedules and gross accounts receivable balances. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed for all revenue sources and to all payors under that specific contract; however, reimbursement in the case of certain state, federal, and commercial payors, including Medicare and Medicaid, will not change as a result of the change in gross fee schedules. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges. | ||||||||||||||
Parts and Supplies Inventory | Parts and Supplies Inventory | |||||||||||||
Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies, including oximeters and other miscellaneous items, are capitalized as inventory and expensed as used. | ||||||||||||||
Property, Plant and Equipment, net | Property, Plant and Equipment, net | |||||||||||||
Property, plant and equipment are reflected at their estimated fair value as of May 25, 2011 in connection with the acquisition of Corporation led by Clayton, Dubilier & Rice, LLC ("CD&R"). Additions to property, plant and equipment subsequent to this date are recorded at cost. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight-line basis over their estimated useful lives, which are as follows: | ||||||||||||||
Buildings | 35 to 40 years | |||||||||||||
Leasehold improvements | Shorter of expected life or life of lease | |||||||||||||
Vehicles | 5 to 7 years | |||||||||||||
Computer hardware and software | 3 to 5 years | |||||||||||||
Other | 3 to 10 years | |||||||||||||
Goodwill and Other Indefinite Lived Intangibles | Goodwill and Other Indefinite Lived Intangibles | |||||||||||||
Goodwill and other indefinite lived intangibles, including radio frequencies, licenses and trade names, are not amortized, but instead tested for impairment at least annually. The Company performs its annual impairment test in the third quarter for goodwill and other indefinite lived intangibles or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such indicators include a sustained significant decline in the Company's market capitalization or a significant decline in its expected future cash flows due to changes in company-specific factors or the broader business climate. The evaluation of such factors requires considerable judgment. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and have a material impact on the Company's consolidated financial statements. | ||||||||||||||
Goodwill and other indefinite lived intangible assets have been allocated to three reporting units. Two of the reporting units are aggregated into the EmCare operating segment and the other reporting unit is the AMR operating segment which the Company determined met the criteria to be classified as a reporting unit. As of December 31, 2014, $1,679.5 million and $859.1 million of goodwill had been allocated to EmCare and AMR, respectively. | ||||||||||||||
The Company compares the fair value of its reporting units to the carrying amounts on an annual basis to determine if there is potential goodwill impairment. If the fair value of the reporting units is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. | ||||||||||||||
Fair value for each of the reporting units is determined using the estimated future cash flows, discounted at a rate commensurate with the risk involved or the market approach. No impairment indicators were noted in completing the Company's annual impairment assessments in 2014 and no indicators were noted which would indicate that subsequent interim impairment tests were necessary. No impairment charges were recorded as of December 31, 2014, 2013, or 2012. | ||||||||||||||
Impairment of Long lived Assets and Other Definite Lived Intangibles | Impairment of Long-lived Assets and Other Definite Lived Intangibles | |||||||||||||
Long-lived assets and other definite lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors that could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long-lived assets and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management's best estimate of future market and operating conditions, which may differ from actual cash flows. There were no indicators of impairment in 2014, 2013, or 2012. | ||||||||||||||
Contract Value | Contract Value | |||||||||||||
The Company's contracts and customer relationships, recorded initially at their estimated fair value, represent the amortized value of such assets held by the Company. Consistent with management's expectation of estimated future cash flow, these assets are amortized on a straight-line basis over the average length of the contracts and expected contract renewal period, and range from 5 to 12.5 years depending on the type of contract and customer relationship. | ||||||||||||||
Claims Liability and Professional Liability Reserves | Claims Liability and Professional Liability Reserves | |||||||||||||
The Company is self-insured up to certain limits for costs associated with workers compensation claims, automobile claims, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with independent actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent stable trends in the historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, recorded reserves could differ from ultimate costs related to these claims due to changes in accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next 12 months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities. | ||||||||||||||
Derivatives and Hedging Activities | Derivatives and Hedging Activities | |||||||||||||
All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage risks associated with interest rate and fuel price volatility. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with GAAP. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting and the ineffective portion of hedges are marked to market with changes recognized in current earnings. The Company does not hold or issue derivative financial instruments for trading purposes and is not a party to leveraged derivatives (see Note 12). | ||||||||||||||
EmCare Contractual Arrangements | EmCare Contractual Arrangements | |||||||||||||
EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly-owned subsidiary of EmCare ("EmCare Subsidiary") contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement with a professional association or professional corporation ("PA"), whereby the EmCare Subsidiary provides the PA with management services and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA's revenues over its expenses. In all arrangements, decisions regarding patient care are made exclusively by the physicians. | ||||||||||||||
Each PA is wholly-owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement. | ||||||||||||||
EmCare has determined that these management contracts meet the requirements for consolidation in accordance with GAAP. Accordingly, these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs' voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare's relationship with the PA. | ||||||||||||||
Financial Instruments and Concentration of Credit Risk | Financial Instruments and Concentration of Credit Risk | |||||||||||||
The Company's cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long-term debt and long-term liabilities, other than self-insurance estimates, constitute financial instruments. Based on management's estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value as of December 31, 2014 and 2013. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company's customer base throughout the United States. A significant component of the Company's revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the years ended December 31, 2014 and 2013, the Company derived approximately 33% and 34%, respectively, of its net revenue from Medicare and Medicaid, 64% and 62%, respectively, from insurance providers and contracted payors, and 3% and 4%, respectively, directly from patients. | ||||||||||||||
The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of December 31, 2014 was approximately $744.4 million with a carrying amount of $750.0 million. | ||||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||||
Fee-for-service revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Fee-for-service revenue represents billings for services provided to patients, for which the Company receives payment from the patient or their third-party payor. Provisions for contractual discounts are related to differences between gross charges and specific payor, including governmental, reimbursement schedules. The Company records fee-for-service revenue, net of the contractual discounts based on the information entered into the Company's billing systems from received medical charts. An estimate for unprocessed medical charts for a given service period is made and adjusted in future periods based on actual medical charts processed. Information entered into the billing systems is subject to change, e.g. change in payor status, and may impact recorded fee-for-service revenue, net of the contractual discounts. Such changes are recognized in the period the change is known. | ||||||||||||||
Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand-by, special event and community subsidies at AMR. Provisions for estimated uncompensated care, or bad debts, are related principally to the number of self-pay patients treated in the period. | ||||||||||||||
Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are shown below. | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
EmCare | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 60.6 | 57.8 | 57.7 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 39.4 | 42.2 | 42.3 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 20.1 | 21.6 | 21.2 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 51.0 | % | 51.1 | % | 50.1 | % | ||||||||
AMR | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 52.8 | 50.7 | 49.2 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 47.2 | 49.3 | 50.8 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 11.9 | 14.7 | 15.6 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 25.2 | % | 29.7 | % | 30.7 | % | ||||||||
Total | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 58.8 | 56.0 | 55.1 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 41.2 | 44.0 | 44.9 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 18.2 | 19.8 | 19.5 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 44.2 | % | 44.9 | % | 43.4 | % | ||||||||
During 2014, the Company determined that Medicare and Medicaid managed care programs would be better categorized in the Medicare and Medicaid payor class and has reclassified those encounters in the presentation below and conformed prior periods to current period presentation. Net revenue for the years ended December 31, 2014, 2013 and 2012 consisted of the following (in thousands): | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 1,181,762 | $ | 982,640 | $ | 792,796 | ||||||||
Medicaid | 415,771 | 257,100 | 224,974 | |||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 2,551,123 | 2,241,422 | 2,027,872 | |||||||||||
Self-pay | 2,993,997 | 2,660,924 | 2,221,356 | |||||||||||
| | | | | | | | | | | ||||
Sub-total | 7,142,653 | 6,142,086 | 5,266,998 | |||||||||||
Subsidies and fees | 742,300 | 629,436 | 567,634 | |||||||||||
| | | | | | | | | | | ||||
Revenue, net of contractual discounts | 7,884,953 | 6,771,522 | 5,834,632 | |||||||||||
Provision for uncompensated care | (3,487,309 | ) | (3,043,210 | ) | (2,534,511 | ) | ||||||||
| | | | | | | | | | | ||||
Net revenue | $ | 4,397,644 | $ | 3,728,312 | $ | 3,300,121 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods as adjustments become known. These adjustments in the aggregate increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $12.5 million and $1.0 million for the years ended December 31, 2014 and 2013, respectively, and decreased the contractual discount and uncompensated care provisions (increased net revenue) by approximately $10.0 million for the year ended December 31, 2012. | ||||||||||||||
Subsidies and fees in connection with community contracts at AMR are recognized ratably over the service period the payment covers. | ||||||||||||||
The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. | ||||||||||||||
Income Taxes | Income Taxes | |||||||||||||
Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any. | ||||||||||||||
Equity Based Compensation | Equity Based Compensation | |||||||||||||
The Company recognizes all share-based payments to employees based on its grant-date fair values and its estimates of forfeitures. The Company recognizes the fair value of outstanding options as a charge to operations over the vesting period. The cash benefits of tax deductions in excess of deferred taxes on recognized compensation expense are reported as a financing cash flow. The Company uses the straight-line method to recognize equity based compensation expense for its outstanding stock awards. Equity based compensation has been issued under the plans described in Note 17. | ||||||||||||||
Fair Value Measurement | Fair Value Measurement | |||||||||||||
The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework that ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | ||||||||||||||
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories: | ||||||||||||||
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include investments held in connection with the Company's captive insurance program. | ||||||||||||||
Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include corporate bonds and derivatives. | ||||||||||||||
Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company's own assumptions about the fair value of the asset or liability. Balances in this category include the Company's estimate, using a combination of internal and external fair value analyses, of contingent consideration for acquisitions described in Note 5. | ||||||||||||||
The following table summarizes the valuation of the Company's financial instruments by the above fair value hierarchy levels as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||
December 31, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 30,243 | $ | — | $ | — | $ | 30,243 | ||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 2,000 | 2,000 | ||||||||||
Fuel hedge | — | 1,433 | — | 1,433 | ||||||||||
Interest rate swap | — | 1,493 | — | 1,493 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,170 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has decreased by $5.7 million since December 31, 2013 primarily due to payments made, offset by an increase of $2.0 million from recent acquisitions. | ||||||||||||||
During the year ended December 31, 2014 and 2013, the Company had no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. ASU 2014-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined the effects, if any, that adoption of ASU 2014-09 may have on its consolidated financial position or results of operations. | ||||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15) which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to impact the Company's consolidated financial statements. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Schedule of accounts receivable, net and accounts receivable allowances by segment | The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): | |||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable, net | ||||||||||||||
EVHC | $ | 28 | $ | 1,011 | ||||||||||
EmCare | 645,427 | 558,195 | ||||||||||||
AMR | 304,660 | 241,940 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 950,115 | $ | 801,146 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Accounts receivable allowances | ||||||||||||||
EmCare | ||||||||||||||
Allowance for contractual discounts | $ | 2,522,622 | $ | 1,807,090 | ||||||||||
Allowance for uncompensated care | 1,060,270 | 868,590 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 3,582,892 | $ | 2,675,680 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
AMR | ||||||||||||||
Allowance for contractual discounts | $ | 278,230 | $ | 195,614 | ||||||||||
Allowance for uncompensated care | 167,529 | 170,243 | ||||||||||||
| | | | | | | | |||||||
Total | $ | 445,759 | $ | 365,857 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of estimated useful lives of property, plant and equipment | ||||||||||||||
Buildings | 35 to 40 years | |||||||||||||
Leasehold improvements | Shorter of expected life or life of lease | |||||||||||||
Vehicles | 5 to 7 years | |||||||||||||
Computer hardware and software | 3 to 5 years | |||||||||||||
Other | 3 to 10 years | |||||||||||||
Schedule of provisions for contractual discounts and estimated uncompensated care by segment | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
EmCare | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 60.6 | 57.8 | 57.7 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 39.4 | 42.2 | 42.3 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 20.1 | 21.6 | 21.2 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 51.0 | % | 51.1 | % | 50.1 | % | ||||||||
AMR | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 52.8 | 50.7 | 49.2 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 47.2 | 49.3 | 50.8 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 11.9 | 14.7 | 15.6 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 25.2 | % | 29.7 | % | 30.7 | % | ||||||||
Total | ||||||||||||||
Gross revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Provision for contractual discounts | 58.8 | 56.0 | 55.1 | |||||||||||
| | | | | | | | | | | ||||
Revenue net of contractual discounts | 41.2 | 44.0 | 44.9 | |||||||||||
Provision for uncompensated care as a percentage of gross revenue | 18.2 | 19.8 | 19.5 | |||||||||||
| | | | | | | | | | | ||||
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 44.2 | % | 44.9 | % | 43.4 | % | ||||||||
Schedule of net revenue | Net revenue for the years ended December 31, 2014, 2013 and 2012 consisted of the following (in thousands): | |||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 1,181,762 | $ | 982,640 | $ | 792,796 | ||||||||
Medicaid | 415,771 | 257,100 | 224,974 | |||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 2,551,123 | 2,241,422 | 2,027,872 | |||||||||||
Self-pay | 2,993,997 | 2,660,924 | 2,221,356 | |||||||||||
| | | | | | | | | | | ||||
Sub-total | 7,142,653 | 6,142,086 | 5,266,998 | |||||||||||
Subsidies and fees | 742,300 | 629,436 | 567,634 | |||||||||||
| | | | | | | | | | | ||||
Revenue, net of contractual discounts | 7,884,953 | 6,771,522 | 5,834,632 | |||||||||||
Provision for uncompensated care | (3,487,309 | ) | (3,043,210 | ) | (2,534,511 | ) | ||||||||
| | | | | | | | | | | ||||
Net revenue | $ | 4,397,644 | $ | 3,728,312 | $ | 3,300,121 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Summary of the valuation of the Company's financial instruments by the fair value hierarchy levels | The following table summarizes the valuation of the Company's financial instruments by the above fair value hierarchy levels as of December 31, 2014 and 2013 (in thousands): | |||||||||||||
December 31, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 30,243 | $ | — | $ | — | $ | 30,243 | ||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 2,000 | 2,000 | ||||||||||
Fuel hedge | — | 1,433 | — | 1,433 | ||||||||||
Interest rate swap | — | 1,493 | — | 1,493 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,170 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
Basic_and_Diluted_Net_Income_L1
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Basic and Diluted Net Income (Loss) Per Share | |||||||||||
EPS amounts and the basic and diluted weighted-average shares outstanding used in the calculation | The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except per share amounts). | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 125,508 | $ | 5,995 | $ | 41,185 | |||||
Weighted-average common shares outstanding—common stock: | |||||||||||
Basic | 182,020 | 150,156 | 130,229 | ||||||||
Dilutive impact of stock awards outstanding | 7,901 | 6,806 | 2,717 | ||||||||
| | | | | | | | | | | |
Diluted | 189,921 | 156,962 | 132,946 | ||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic | $ | 0.69 | $ | 0.04 | $ | 0.32 | |||||
Diluted | $ | 0.66 | $ | 0.04 | $ | 0.31 | |||||
Statements_of_Cash_Flows_Data_
Statements of Cash Flows Data (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Statements of Cash Flows Data | |||||||||||
Schedule of supplemental cash flow statement disclosure | The following presents supplemental cash flow statement disclosure (in thousands). | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Supplemental cash flow data: | |||||||||||
Cash paid for interest | $ | 95,079 | $ | 198,098 | $ | 154,984 | |||||
Net cash paid (refunds received) for taxes | 2,898 | 13,351 | (20,463 | ) | |||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Phoenix Physicians | ||||||||
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations (in thousands): | |||||||
Cash and cash equivalents | $ | 24,795 | ||||||
Accounts receivable | 16,748 | |||||||
Prepaid and other current assets | 139 | |||||||
Property, plant, and equipment | 92 | |||||||
Acquired intangible assets | 57,630 | |||||||
Goodwill | 97,200 | |||||||
Accounts payable | (1,073 | ) | ||||||
Accrued liabilities | (11,920 | ) | ||||||
Long-term deferred tax liabilities | (445 | ) | ||||||
Insurance reserves | (13,716 | ) | ||||||
| | | | | ||||
Total purchase price | $ | 169,450 | ||||||
| | | | | ||||
| | | | | ||||
Schedule of unaudited pro forma operating results | The pro forma adjustments are based on certain assumptions that the Company believes are reasonable. | |||||||
Year ended | ||||||||
December 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Net revenue | $ | 129,614 | $ | 117,655 | ||||
Net income | 9,007 | 3,315 | ||||||
Guardian | ||||||||
Schedule of allocation of the purchase price | The final allocation of the purchase price is in the table below (in thousands): | |||||||
Cash | $ | 428 | ||||||
Accounts receivable | 11,542 | |||||||
Prepaid and other current assets | 379 | |||||||
Property, plant and equipment | 1,792 | |||||||
Acquired intangible assets | 59,810 | |||||||
Goodwill | 111,256 | |||||||
Other long-term assets | 50 | |||||||
Accounts payable | (729 | ) | ||||||
Accrued liabilities | (5,204 | ) | ||||||
Current deferred tax liabilities | (15,108 | ) | ||||||
Federal tax liability | (5,216 | ) | ||||||
| | | | | ||||
Total purchase price | $ | 159,000 | ||||||
| | | | | ||||
| | | | | ||||
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment, net. | ||||||||
Schedule of Property, plant and equipment, net | Property, plant and equipment, net consisted of the following as of December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Land | $ | 4,553 | $ | 5,013 | ||||
Building and leasehold improvements | 25,516 | 22,526 | ||||||
Vehicles | 175,082 | 146,700 | ||||||
Computer hardware and software | 97,978 | 67,754 | ||||||
Communication and medical equipment and other | 114,849 | 99,923 | ||||||
| | | | | | | | |
417,978 | 341,916 | |||||||
Less: accumulated depreciation and amortization | (206,702 | ) | (147,201 | ) | ||||
| | | | | | | | |
Property, plant and equipment, net | $ | 211,276 | $ | 194,715 | ||||
| | | | | | | | |
| | | | | | | | |
Intangible_Assets_net_Tables
Intangible Assets, net (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Intangible Assets, net | |||||||||||||||||
Schedule of intangible assets, net | Intangible assets, net consisted of the following as December 31 (in thousands): | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||
Amount | Amount | ||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Contract value | $ | 651,190 | $ | (245,803 | ) | $ | 590,880 | $ | (173,975 | ) | |||||||
Physician referral network | 58,650 | (14,679 | ) | 58,650 | (7,515 | ) | |||||||||||
Covenant not to compete | 5,490 | (3,725 | ) | 5,101 | (2,324 | ) | |||||||||||
Other | 2,470 | (167 | ) | — | — | ||||||||||||
| | | | | | | | | | | | | | ||||
717,800 | (264,374 | ) | 654,631 | (183,814 | ) | ||||||||||||
Unamortized intangible assets | |||||||||||||||||
Trade names | 36,045 | — | 33,740 | — | |||||||||||||
Radio frequencies | 901 | — | 901 | — | |||||||||||||
License | 34,110 | — | 8,240 | — | |||||||||||||
| | | | | | | | | | | | | | ||||
Total | $ | 788,856 | $ | (264,374 | ) | $ | 697,512 | $ | (183,814 | ) | |||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Schedule of estimated annual amortization over each of the next five years | |||||||||||||||||
2015 | $ | 82,094 | |||||||||||||||
2016 | 75,368 | ||||||||||||||||
2017 | 70,540 | ||||||||||||||||
2018 | 63,696 | ||||||||||||||||
2019 | 58,899 | ||||||||||||||||
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill during 2014 are set forth as below (in thousands): | ||||||||||||||||
January 1, | 2014 | Deferred | Adjustments | December 31, | |||||||||||||
2014 | Acquisitions | Taxes | 2014 | ||||||||||||||
EmCare | $ | 1,574,882 | $ | 100,529 | $ | 445 | $ | 3,639 | $ | 1,679,495 | |||||||
AMR | 860,788 | 2,836 | 4,173 | (8,659 | ) | 859,138 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total | $ | 2,435,670 | $ | 103,365 | 4,618 | $ | (5,020 | ) | $ | 2,538,633 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Changes in the carrying amount of goodwill during 2013 are set forth as below (in thousands): | |||||||||||||||||
January 1, | 2013 | Adjustments | December 31, | ||||||||||||||
2013 | Acquisitions | 2013 | |||||||||||||||
EmCare | $ | 1,555,924 | $ | 9,018 | $ | 9,940 | $ | 1,574,882 | |||||||||
AMR | 857,708 | 17,157 | (14,077 | ) | 860,788 | ||||||||||||
| | | | | | | | | | | | | | ||||
Total | $ | 2,413,632 | $ | 26,175 | $ | (4,137 | ) | $ | 2,435,670 | ||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Schedule of the significant components of the Company's deferred taxes | Significant components of the Company's deferred taxes were as follows at December 31 (in thousands): | ||||||||||
2014 | 2013 | ||||||||||
Current deferred tax assets (liabilities): | |||||||||||
Accounts receivable | $ | 8,278 | $ | 1,611 | |||||||
Accrual to cash | (128,507 | ) | (89,609 | ) | |||||||
Accrued liabilities | 11,171 | 13,586 | |||||||||
Credit carryforwards | 2,375 | 693 | |||||||||
Net operating loss carryforwards | 2,405 | 38,232 | |||||||||
| | | | | | | | ||||
Net current deferred tax liabilities | (104,278 | ) | (35,487 | ) | |||||||
| | | | | | | | ||||
Long-term deferred tax assets (liabilities): | |||||||||||
Intangible assets | (160,186 | ) | (171,315 | ) | |||||||
Insurance and other long-term liabilities | 46,760 | 37,692 | |||||||||
Excess of tax over book depreciation | (39,927 | ) | (40,729 | ) | |||||||
Net operating loss carryforwards | 30,836 | 27,895 | |||||||||
Credit carryforwards | 2,580 | 2,555 | |||||||||
Valuation allowance | (11,026 | ) | (7,228 | ) | |||||||
| | | | | | | | ||||
Net long-term deferred tax liabilities | (130,963 | ) | (151,130 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (235,241 | ) | $ | (186,617 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of the reconciliation of beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance as of beginning of period | $ | 614 | $ | 3,467 | $ | 963 | |||||
Additions for tax positions of prior years | 1,494 | 216 | 5,397 | ||||||||
Reductions for tax positions of prior years | — | — | (1,896 | ) | |||||||
Reductions for tax positions due to lapse of statute of limitations | (482 | ) | (3,069 | ) | (997 | ) | |||||
| | | | | | | | | | | |
Balance as of end of period | $ | 1,626 | $ | 614 | $ | 3,467 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of the components of income tax expense | The components of income tax expense were as follows (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current tax benefit (expense) | |||||||||||
State | $ | (4,602 | ) | $ | (3,937 | ) | $ | (5,131 | ) | ||
Federal | (40,245 | ) | 7,347 | (34,965 | ) | ||||||
| | | | | | | | | | | |
Total | (44,847 | ) | 3,410 | (40,096 | ) | ||||||
| | | | | | | | | | | |
Deferred tax benefit (expense) | |||||||||||
State | (4,353 | ) | 5,586 | (1,004 | ) | ||||||
Federal | (40,298 | ) | (8,002 | ) | 13,637 | ||||||
| | | | | | | | | | | |
Total | (44,651 | ) | (2,416 | ) | 12,633 | ||||||
| | | | | | | | | | | |
Total tax benefit (expense) | |||||||||||
State | (8,955 | ) | 1,649 | (6,135 | ) | ||||||
Federal | (80,543 | ) | (655 | ) | (21,328 | ) | |||||
| | | | | | | | | | | |
Total | $ | (89,498 | ) | $ | 994 | $ | (27,463 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of the reconciliation of provision for income taxes at the federal statutory rate compared to the Company's effective tax rate | A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate is as follows (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income tax expense at the statutory rate | $ | (73,188 | ) | $ | (3,562 | ) | $ | (23,895 | ) | ||
Increase in income taxes resulting from: | |||||||||||
State taxes, net of federal | (6,453 | ) | (1,834 | ) | (4,218 | ) | |||||
Tax settlements and filings | (1,012 | ) | 2,853 | 638 | |||||||
Tax credits | 338 | 779 | — | ||||||||
Dissenting shareholder settlement | — | (3,203 | ) | — | |||||||
Change in valuation allowance | (3,816 | ) | 3,126 | — | |||||||
State deferred rate change | 1,170 | 1,161 | — | ||||||||
Other | 967 | (419 | ) | 12 | |||||||
| | | | | | | | | | | |
Income tax benefit (expense) before noncontrolling interest | (81,994 | ) | (1,099 | ) | (27,463 | ) | |||||
Noncontrolling interests | (7,504 | ) | 2,093 | — | |||||||
| | | | | | | | | | | |
Income tax benefit (expense) | $ | (89,498 | ) | $ | 994 | $ | (27,463 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Insurance_Collateral_Tables
Insurance Collateral (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Insurance Collateral | ||||||||||||||
Schedule of insurance collateral | Insurance collateral consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Available-for-sale securities: | ||||||||||||||
U.S. Treasuries | $ | 1,191 | $ | 2,100 | ||||||||||
Corporate bonds /Fixed income | 15,397 | 6,372 | ||||||||||||
Corporate equity | 13,655 | 4,755 | ||||||||||||
| | | | | | | | |||||||
Total available-for-sale securities | 30,243 | 13,227 | ||||||||||||
Insurance receivable | 1,470 | 1,300 | ||||||||||||
Cash deposits and other | 11,683 | 27,808 | ||||||||||||
| | | | | | | | |||||||
Total insurance collateral | $ | 43,396 | $ | 42,335 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of amortized cost basis and aggregate fair value of the entity's available-for-sale securities | Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
December 31, 2014 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 1,182 | $ | 12 | $ | (3 | ) | $ | 1,191 | |||||
Corporate bonds /Fixed income | 15,339 | 59 | (1 | ) | 15,397 | |||||||||
Corporate equity | 13,885 | 27 | (257 | ) | 13,655 | |||||||||
| | | | | | | | | | | | | | |
Total available-for-sale securities | $ | 30,406 | $ | 98 | $ | (261 | ) | $ | 30,243 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2013 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 2,064 | $ | 37 | $ | (1 | ) | $ | 2,100 | |||||
Corporate bonds /Fixed income | 6,384 | 26 | (38 | ) | 6,372 | |||||||||
Corporate equity | 4,399 | 500 | (144 | ) | 4,755 | |||||||||
| | | | | | | | | | | | | | |
Total available-for-sale securities | $ | 12,847 | $ | 563 | $ | (183 | ) | $ | 13,227 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of the entity's temporarily impaired investment securities available-for-sale | The Company's temporarily impaired investment securities available-for-sale as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||
Loss | Loss | |||||||||||||
U.S. Treasuries: | ||||||||||||||
Less than 12 months | $ | — | $ | — | $ | 132 | $ | (1 | ) | |||||
12 months or more | 130 | (3 | ) | — | — | |||||||||
Corporate bonds /Fixed income: | ||||||||||||||
Less than 12 months | 1,312 | (1 | ) | 2,768 | (18 | ) | ||||||||
12 months or more | 251 | — | 2,178 | (20 | ) | |||||||||
Corporate equity: | ||||||||||||||
Less than 12 months | 11,160 | (257 | ) | — | — | |||||||||
12 months or more | — | — | 2,553 | (144 | ) | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 12,853 | $ | (261 | ) | $ | 7,631 | $ | (183 | ) | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Schedule of accrued liabilities | Accrued liabilities were as follows as of December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Accrued wages and benefits | $ | 190,220 | $ | 161,398 | ||||
Accrued paid time-off | 27,156 | 25,713 | ||||||
Current portion of self-insurance reserve | 74,212 | 73,738 | ||||||
Accrued restructuring | 8,376 | 5,682 | ||||||
Current portion of compliance and legal | 3,407 | 2,000 | ||||||
Accrued billing and collection fees | 3,823 | 2,954 | ||||||
Accrued incentive compensation | 32,324 | 19,570 | ||||||
Accrued interest | 22,324 | 6,898 | ||||||
Other | 50,815 | 52,983 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 412,657 | $ | 350,936 | ||||
| | | | | | | | |
| | | | | | | | |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt | ||||||||
Schedule of long-term debt and capital leases | Long-term debt and capital leases consisted of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Senior unsecured notes due 2019 | $ | — | $ | 607,750 | ||||
Senior unsecured notes due 2022 | 750,000 | — | ||||||
Senior secured term loan due 2018 (4.00% as of December 31, 2014 and 2013) | 1,289,575 | 1,302,945 | ||||||
Discount on senior secured term loan | (3,317 | ) | (4,217 | ) | ||||
ABL Facility | — | — | ||||||
Notes due at various dates from 2015 to 2022 with interest rates from 6% to 10% | 482 | 852 | ||||||
Capital lease obligations due at various dates from 2015 to 2018 | 1,486 | 369 | ||||||
| | | | | | | | |
Total | 2,038,226 | 1,907,699 | ||||||
Less current portion | (12,349 | ) | (12,318 | ) | ||||
| | | | | | | | |
Total long-term debt and capital lease obligations | $ | 2,025,877 | $ | 1,895,381 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of aggregate amount of minimum payments required on long-term debt and capital lease obligations | ||||||||
Year ending December 31, (in thousands) | ||||||||
2015 | $ | 13,850 | ||||||
2016 | 13,883 | |||||||
2017 | 13,999 | |||||||
2018 | 1,249,539 | |||||||
2019 | 64 | |||||||
Thereafter | 750,208 | |||||||
| | | | | ||||
$ | 2,041,543 | |||||||
| | | | | ||||
| | | | | ||||
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component | ||||||||||||||
Summary of changes in the Company's accumulated other comprehensive income ("AOCI") by component, after tax | The following table summarizes the changes in the Company's AOCI by component for the year ended December 31, 2014 and 2013 (in thousands). All amounts are after tax. | |||||||||||||
Fuel hedge | Interest | Unrealized | Total | |||||||||||
rate swap | holding gains on | |||||||||||||
available-for-sale | ||||||||||||||
securities | ||||||||||||||
Balance as of January 1, 2013 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | $ | (213 | ) | ||||
Other comprehensive income (loss) before reclassifications | (396 | ) | (336 | ) | (598 | ) | (1,330 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (241 | ) | 1,239 | (294 | ) | 704 | ||||||||
| | | | | | | | | | | | | | |
Net current-period other comprehensive income (loss) | (637 | ) | 903 | (892 | ) | (626 | ) | |||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2013 | 420 | (1,958 | ) | 699 | (839 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (1,130 | ) | (216 | ) | (491 | ) | (1,837 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (187 | ) | 1,239 | (232 | ) | 820 | ||||||||
| | | | | | | | | | | | | | |
Net current-period other comprehensive income (loss) | (1,317 | ) | 1,023 | (723 | ) | (1,017 | ) | |||||||
| | | | | | | | | | | | | | |
Balance as of December 31, 2014 | $ | (897 | ) | $ | (935 | ) | $ | (24 | ) | $ | (1,856 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of Consolidated Statements of Operations affected by reclassifications out of AOCI | The following table shows the line item on the Consolidated Statements of Operations affected by reclassifications out of AOCI (in thousands): | |||||||||||||
Amount reclassified | ||||||||||||||
from AOCI | ||||||||||||||
Year ended | ||||||||||||||
December 31, | ||||||||||||||
Details about AOCI components | 2014 | 2013 | Statements of Operations | |||||||||||
Gains and losses on cash flow hedges | ||||||||||||||
Fuel hedge | $ | 300 | $ | 386 | Operating expenses | |||||||||
Interest rate swap | (1,986 | ) | (1,986 | ) | Interest expense, net | |||||||||
| | | | | | | | | ||||||
(1,686 | ) | (1,600 | ) | Total before tax | ||||||||||
634 | 602 | Tax benefit (expense) | ||||||||||||
| | | | | | | | | ||||||
$ | (1,052 | ) | $ | (998 | ) | Net of tax | ||||||||
| | | | | | | | | ||||||
| | | | | | | | | ||||||
Unrealized holding gains on available-for-sale securities | $ | 371 | $ | 471 | Realized gains (losses) on investments | |||||||||
| | | | | | | | | ||||||
371 | 471 | Total before tax | ||||||||||||
(139 | ) | (177 | ) | Tax benefit (expense) | ||||||||||
| | | | | | | | | ||||||
$ | 232 | $ | 294 | Net of tax | ||||||||||
| | | | | | | | | ||||||
| | | | | | | | | ||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Restructuring | |||||||||||||||||
Schedule of restructuring charges | |||||||||||||||||
AMR | |||||||||||||||||
Lease and | EmCare | EVHC | |||||||||||||||
other contract | |||||||||||||||||
termination | |||||||||||||||||
costs | Severance | Severance | Severance | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Balance as of January 1, 2013 | $ | 8,122 | $ | 3,015 | $ | 773 | $ | 408 | $ | 12,318 | |||||||
Incurred | 1,876 | 2,890 | 913 | 20 | 5,699 | ||||||||||||
Paid | (6,989 | ) | (3,765 | ) | (1,204 | ) | (377 | ) | (12,335 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | $ | 3,009 | $ | 2,140 | $ | 482 | $ | 51 | $ | 5,682 | |||||||
Incurred | 3,153 | 2,779 | 1,036 | — | 6,968 | ||||||||||||
Paid | (615 | ) | (2,278 | ) | (1,330 | ) | (51 | ) | (4,274 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Balance as of December 31, 2014 | $ | 5,547 | $ | 2,641 | $ | 188 | $ | — | $ | 8,376 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Equity_Based_Compensation_Tabl
Equity Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity Based Compensation | ||||||||||||||
Schedule of stock option activity | Stock option activity for the year ended December 31, 2014 was as follows (in thousands): | |||||||||||||
Class A | Weighted | Aggregate | Weighted | |||||||||||
Shares | Average | Intrinsic Value | Average | |||||||||||
Exercise | Remaining Life | |||||||||||||
Price | ||||||||||||||
Outstanding at beginning of year | 16,322,148 | $ | 3.7 | $ | 519,325 | 6.6 years | ||||||||
Granted | 34,304 | $ | 33.25 | |||||||||||
Exercised | (3,855,797 | ) | $ | 2.64 | ||||||||||
Forfeited | (125,757 | ) | $ | 6.31 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at end of year | 12,374,898 | $ | 4.1 | $ | 378,574 | 6.3 years | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at end of year | 9,625,258 | $ | 3.93 | $ | 296,038 | 6.1 years | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of range of assumptions estimated to calculate fair value of each stock option award | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Volatility | 35% | 30% - 35% | 30% | |||||||||||
Risk free rate | 0.33% - 2.17% | 0.67% - 1.56% | 0.2% - 0.82% | |||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||
Expected term of options in years | 6.3 - 7.0 | 5 | 2.0 - 5.0 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies | ||||||||
Schedule of future commitments under non-cancelable capital and operating leases for premises, equipment and other recurring commitments | Future commitments under non-cancelable capital and operating leases for premises, equipment and other recurring commitments are as follows (in thousands): | |||||||
Capital | Operating | |||||||
Leases | Leases & | |||||||
Other | ||||||||
Year ending December 31, | ||||||||
2015 | $ | 519 | $ | 63,676 | ||||
2016 | 519 | 41,897 | ||||||
2017 | 589 | 38,385 | ||||||
2018 | 19 | 31,510 | ||||||
2019 | — | 21,155 | ||||||
Thereafter | — | 40,716 | ||||||
| | | | | | | | |
1,646 | $ | 237,339 | ||||||
| | | | | | | | |
| | | | | | | | |
Less imputed interest | (160 | ) | ||||||
| | | | | | | | |
Total capital lease obligations | 1,486 | |||||||
Less current portion | (433 | ) | ||||||
| | | | | | | | |
Long-term capital lease obligations | $ | 1,053 | ||||||
| | | | | | | | |
| | | | | | | | |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
UHS-EmCare JV | ||||||||
Variable Interest Entities | ||||||||
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | The following table summarizes the UHS-EmCare JV assets and liabilities as of December 31, 2014, which are included in the Company's consolidated financial statements (in thousands): | |||||||
December 31, | ||||||||
2014 | ||||||||
Current assets | $ | 21,427 | ||||||
Current liabilities | 6,748 | |||||||
HCA-EmCare JV | ||||||||
Variable Interest Entities | ||||||||
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | The following is a summary of the HCA-EmCare JV assets and liabilities as of December 31, 2014 and 2013, which are included in the Company's consolidated financial statements (in thousands). | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current assets | $ | 155,041 | $ | 88,479 | ||||
Current liabilities | 31,163 | 22,005 | ||||||
Insurance_Tables
Insurance (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Insurance | |||||||||||
Summary of the non-health and welfare insurance reserves | The table below summarizes the non-health and welfare insurance reserves included in the accompanying balance sheets (in thousands): | ||||||||||
Accrued | Insurance | Total | |||||||||
Liabilities | Reserves | Liabilities | |||||||||
December 31, 2014 | |||||||||||
Automobile | $ | 7,469 | $ | 6,230 | $ | 13,699 | |||||
Workers compensation | 18,299 | 30,826 | 49,125 | ||||||||
General/Professional liability | 48,444 | 143,583 | 192,027 | ||||||||
| | | | | | | | | | | |
$ | 74,212 | $ | 180,639 | $ | 254,851 | ||||||
December 31, 2013 | |||||||||||
Automobile | $ | 7,034 | $ | 5,779 | $ | 12,813 | |||||
Workers compensation | 21,876 | 32,097 | 53,973 | ||||||||
General/Professional liability | 44,828 | 137,551 | 182,379 | ||||||||
| | | | | | | | | | | |
$ | 73,738 | $ | 175,427 | $ | 249,165 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of changes to the Company's estimated losses under self-insured programs | The changes to the Company's estimated losses under self-insured programs were as follows (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of period | $ | 249,165 | $ | 238,597 | $ | 247,872 | |||||
Expense for current period reserves | 62,836 | 74,501 | 77,003 | ||||||||
Unfavorable (favorable) changes to prior reserves | 7,539 | 9,141 | (2,480 | ) | |||||||
Changes in losses covered by commercial insurance programs | 17,532 | — | (9,185 | ) | |||||||
Increase in reserves from acquisitions | 18,217 | — | — | ||||||||
Payments for claims | (100,438 | ) | (73,074 | ) | (74,613 | ) | |||||
| | | | | | | | | | | |
Balance, end of period | 254,851 | 249,165 | 238,597 | ||||||||
Discount factor | 7,045 | 8,418 | 8,485 | ||||||||
| | | | | | | | | | | |
Undiscounted reserve, end of period | $ | 261,896 | $ | 257,583 | $ | 247,082 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summary of expected future claim payments relating to the entity's non-health and welfare insurance reserves | The following table reflects a summary of expected future claim payments relating to non-health and welfare insurance reserves (in thousands): | ||||||||||
Year | Amount | ||||||||||
2015 | $ | 74,212 | |||||||||
2016 | 58,942 | ||||||||||
2017 | 41,294 | ||||||||||
2018 | 28,497 | ||||||||||
2019 | 16,915 | ||||||||||
Thereafter | 34,991 | ||||||||||
| | | | | |||||||
Total | $ | 254,851 | |||||||||
| | | | | |||||||
| | | | | |||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Information | |||||||||||
Schedule of the Company's operating segment results | The Company's operating segment results were as follows (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Facility-Based Physician Services | |||||||||||
Net revenue | $ | 2,842,458 | $ | 2,358,787 | $ | 1,915,148 | |||||
Income from operations | 282,495 | 219,842 | 199,300 | ||||||||
Adjusted EBITDA | 363,333 | 294,033 | 260,657 | ||||||||
Goodwill | 1,679,495 | 1,574,882 | 1,555,924 | ||||||||
Intangible Assets, net | 365,094 | 370,897 | 407,184 | ||||||||
Total identifiable assets | 2,884,250 | 2,624,161 | 2,468,605 | ||||||||
Capital expenditures | 15,480 | 8,215 | 12,229 | ||||||||
Healthcare Transportation Services | |||||||||||
Net revenue | $ | 1,555,186 | $ | 1,369,525 | $ | 1,384,973 | |||||
Income from operations | 105,991 | 56,986 | 57,641 | ||||||||
Adjusted EBITDA | 192,891 | 151,745 | 143,994 | ||||||||
Goodwill | 859,138 | 860,788 | 857,708 | ||||||||
Intangible Assets, net | 159,388 | 142,801 | 157,034 | ||||||||
Total identifiable assets | 1,616,200 | 1,515,162 | 1,544,908 | ||||||||
Capital expenditures | 56,460 | 51,449 | 42,688 | ||||||||
Segment Totals | |||||||||||
Net revenue | $ | 4,397,644 | $ | 3,728,312 | $ | 3,300,121 | |||||
Income from operations | 388,486 | 276,828 | 256,941 | ||||||||
Adjusted EBITDA | 556,224 | 445,778 | 404,651 | ||||||||
Goodwill | 2,538,633 | 2,435,670 | 2,413,632 | ||||||||
Intangible Assets, net | 524,482 | 513,698 | 564,218 | ||||||||
Total identifiable assets | 4,500,450 | 4,139,323 | 4,013,513 | ||||||||
Capital expenditures | 71,940 | 59,664 | 54,917 | ||||||||
Schedule of reconciliation of net income (loss) to Adjusted EBITDA | A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income (loss) | $ | 119,866 | $ | 11,495 | $ | 41,185 | |||||
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 110,505 | 186,701 | 182,607 | ||||||||
Income tax expense (benefit) | 89,498 | (994 | ) | 27,463 | |||||||
Loss on early debt extinguishment | 66,397 | 68,379 | 8,307 | ||||||||
Realized losses (gains) on investments | (371 | ) | (471 | ) | (394 | ) | |||||
Interest income from restricted assets | (1,135 | ) | (792 | ) | (625 | ) | |||||
Equity in earnings of unconsolidated subsidiary | (254 | ) | (323 | ) | (379 | ) | |||||
Other expense (income), net | 3,980 | 12,760 | (1,422 | ) | |||||||
Corporate operating expense | — | 73 | 199 | ||||||||
| | | | | | | | | | | |
Income from operations—segment totals | 388,486 | 276,828 | 256,941 | ||||||||
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Net (income) loss attributable to noncontrolling interest | 5,642 | (5,500 | ) | — | |||||||
Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes | (2,259 | ) | — | — | |||||||
Interest income from restricted assets | 1,135 | 792 | 625 | ||||||||
Equity-based compensation expense | 5,109 | 4,248 | 4,248 | ||||||||
Transaction costs | 4,988 | — | — | ||||||||
Related party management fees | — | 23,109 | 5,000 | ||||||||
| | | | | | | | | | | |
Adjusted EBITDA—segment totals | 556,224 | 445,778 | 404,651 | ||||||||
| | | | | | | | | | | |
Corporate operating expense | — | (73 | ) | (199 | ) | ||||||
| | | | | | | | | | | |
Adjusted EBITDA | $ | 556,224 | $ | 445,705 | $ | 404,452 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of segment assets to total assets | A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows as of December 31 (in thousands): | ||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Segment total identifiable assets | $ | 4,500,450 | $ | 4,139,323 | |||||||
Corporate cash | 167,345 | 133,792 | |||||||||
Other corporate assets | 35,958 | 26,902 | |||||||||
| | | | | | | | ||||
Total identifiable assets | $ | 4,703,753 | $ | 4,300,017 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of segment capital expenditures to total capital expenditures | Other corporate assets principally consist of property, plant and equipment, and other assets. | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Segment total capital expenditures | $ | 71,940 | $ | 59,664 | $ | 54,917 | |||||
Corporate capital expenditures | 6,106 | 6,215 | 5,298 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 78,046 | $ | 65,879 | $ | 60,215 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Valuation and Qualifying Accounts | |||||||||||
Schedule of valuation and qualifying accounts | |||||||||||
Allowance for | Allowance for | Total | |||||||||
Contractual | Uncompensated | Accounts | |||||||||
Discounts | Care | Receivable | |||||||||
Allowances | |||||||||||
(in thousands) | |||||||||||
Balance at January 1, 2012 | $ | 1,254,452 | $ | 655,419 | $ | 1,909,871 | |||||
Additions | 7,169,942 | 2,534,511 | 9,704,453 | ||||||||
Reductions | (6,804,906 | ) | (2,348,176 | ) | (9,153,082 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2012 | 1,619,488 | 841,754 | 2,461,242 | ||||||||
Additions | 8,607,966 | 3,043,210 | 11,651,176 | ||||||||
Reductions | (8,224,750 | ) | (2,846,131 | ) | (11,070,881 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2013 | 2,002,704 | 1,038,833 | 3,041,537 | ||||||||
Additions | 11,255,851 | 3,487,309 | 14,743,160 | ||||||||
Reductions | (10,457,703 | ) | (3,298,343 | ) | (13,756,046 | ) | |||||
| | | | | | | | | | | |
Balance as of December 31, 2014 | $ | 2,800,852 | $ | 1,227,799 | $ | 4,028,651 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Consolidating_Financial_Inform1
Consolidating Financial Information (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Consolidating Financial Information | ||||||||||||||
Schedule of Consolidating Balance Sheet | ||||||||||||||
Consolidating Balance Sheet | ||||||||||||||
As of December 31, 2014 | ||||||||||||||
(in thousands) | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Assets | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 5 | $ | 318,890 | $ | — | $ | 318,895 | ||||||
Insurance collateral | — | 32,828 | — | 32,828 | ||||||||||
Trade and other accounts receivable, net | — | 950,115 | — | 950,115 | ||||||||||
Parts and supplies inventory | — | 24,484 | — | 24,484 | ||||||||||
Prepaids and other current assets | 5,019 | 36,917 | (5,019 | ) | 36,917 | |||||||||
| | | | | | | | | | | | | | |
Total current assets | 5,024 | 1,363,234 | (5,019 | ) | 1,363,239 | |||||||||
Property, plant, and equipment, net | — | 211,276 | — | 211,276 | ||||||||||
Intangible assets, net | — | 524,482 | — | 524,482 | ||||||||||
Long-term deferred tax assets | 145 | — | (145 | ) | — | |||||||||
Insurance collateral | — | 10,568 | — | 10,568 | ||||||||||
Goodwill | — | 2,538,633 | — | 2,538,633 | ||||||||||
Other long-term assets | — | 55,555 | — | 55,555 | ||||||||||
Investment in wholly owned subsidiary | 1,756,407 | — | (1,756,407 | ) | — | |||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 1,761,576 | $ | 4,703,748 | $ | (1,761,571 | ) | $ | 4,703,753 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 999 | $ | 46,585 | $ | — | $ | 47,584 | ||||||
Accrued liabilities | — | 416,307 | (3,650 | ) | 412,657 | |||||||||
Current deferred tax liabilities | — | 105,647 | (1,369 | ) | 104,278 | |||||||||
Current portion of long-term debt and capital lease obligations | — | 12,349 | — | 12,349 | ||||||||||
| | | | | | | | | | | | | | |
Total current liabilities | 999 | 580,888 | (5,019 | ) | 576,868 | |||||||||
Long-term debt and capital lease obligations | — | 2,025,877 | — | 2,025,877 | ||||||||||
Long-term deferred tax liabilities | — | 131,108 | (145 | ) | 130,963 | |||||||||
Insurance reserves | — | 180,639 | — | 180,639 | ||||||||||
Other long-term liabilities | — | 20,365 | — | 20,365 | ||||||||||
| | | | | | | | | | | | | | |
Total liabilities | 999 | 2,938,877 | (5,164 | ) | 2,934,712 | |||||||||
| | | | | | | | | | | | | | |
Equity: | ||||||||||||||
Common stock | 1,837 | — | — | 1,837 | ||||||||||
Preferred stock | — | — | — | — | ||||||||||
Additional paid-in capital | 1,616,747 | 1,544,222 | (1,544,222 | ) | 1,616,747 | |||||||||
Retained earnings | 143,849 | 214,041 | (214,041 | ) | 143,849 | |||||||||
Accumulated other comprehensive income (loss) | (1,856 | ) | (1,856 | ) | 1,856 | (1,856 | ) | |||||||
| | | | | | | | | | | | | | |
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,756,407 | (1,756,407 | ) | 1,760,577 | |||||||||
Noncontrolling interest | — | 8,464 | — | 8,464 | ||||||||||
| | | | | | | | | | | | | | |
Total equity | 1,760,577 | 1,764,871 | (1,756,407 | ) | 1,769,041 | |||||||||
| | | | | | | | | | | | | | |
Total liabilities and equity | $ | 1,761,576 | $ | 4,703,748 | $ | (1,761,571 | ) | $ | 4,703,753 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Consolidating Balance Sheet | ||||||||||||||
As of December 31, 2013 | ||||||||||||||
(in thousands) | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Assets | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 81,722 | $ | 122,990 | $ | — | $ | 204,712 | ||||||
Insurance collateral | — | 29,619 | — | 29,619 | ||||||||||
Trade and other accounts receivable, net | — | 801,146 | — | 801,146 | ||||||||||
Parts and supplies inventory | — | 23,376 | — | 23,376 | ||||||||||
Prepaids and other current assets | 26,860 | 23,925 | (27,355 | ) | 23,430 | |||||||||
| | | | | | | | | | | | | | |
Total current assets | 108,582 | 1,001,056 | (27,355 | ) | 1,082,283 | |||||||||
Property, plant, and equipment, net | — | 194,715 | — | 194,715 | ||||||||||
Intangible assets, net | — | 513,698 | — | 513,698 | ||||||||||
Long-term deferred tax assets | 128 | — | (128 | ) | — | |||||||||
Insurance collateral | — | 12,716 | — | 12,716 | ||||||||||
Goodwill | — | 2,435,670 | — | 2,435,670 | ||||||||||
Other long-term assets | — | 60,935 | — | 60,935 | ||||||||||
Investment in wholly owned subsidiary | 1,486,129 | — | (1,486,129 | ) | — | |||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 1,594,839 | $ | 4,218,790 | $ | (1,513,612 | ) | $ | 4,300,017 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 116 | $ | 52,472 | $ | — | $ | 52,588 | ||||||
Accrued liabilities | — | 357,979 | (7,043 | ) | 350,936 | |||||||||
Current deferred tax liabilities | — | 55,799 | (20,312 | ) | 35,487 | |||||||||
Current portion of long-term debt and capital lease obligations | — | 12,318 | — | 12,318 | ||||||||||
| | | | | | | | | | | | | | |
Total current liabilities | 116 | 478,568 | (27,355 | ) | 451,329 | |||||||||
Long-term debt and capital lease obligations | — | 1,895,381 | — | 1,895,381 | ||||||||||
Long-term deferred tax liabilities | — | 151,258 | (128 | ) | 151,130 | |||||||||
Insurance reserves | — | 175,427 | — | 175,427 | ||||||||||
Other long-term liabilities | — | 16,997 | — | 16,997 | ||||||||||
| | | | | | | | | | | | | | |
Total liabilities | 116 | 2,717,631 | (27,483 | ) | 2,690,264 | |||||||||
| | | | | | | | | | | | | | |
Equity: | ||||||||||||||
Common stock | 1,804 | — | — | 1,804 | ||||||||||
Preferred stock | — | — | — | — | ||||||||||
Additional paid-in capital | 1,575,417 | 1,402,861 | (1,402,861 | ) | 1,575,417 | |||||||||
Retained earnings | 18,341 | 84,107 | (84,107 | ) | 18,341 | |||||||||
Accumulated other comprehensive income (loss) | (839 | ) | (839 | ) | 839 | (839 | ) | |||||||
| | | | | | | | | | | | | | |
Total Envision Healthcare Holdings, Inc. equity | 1,594,723 | 1,486,129 | (1,486,129 | ) | 1,594,723 | |||||||||
Noncontrolling interest | — | 15,030 | — | 15,030 | ||||||||||
| | | | | | | | | | | | | | |
Total equity | 1,594,723 | 1,501,159 | (1,486,129 | ) | 1,609,753 | |||||||||
| | | | | | | | | | | | | | |
Total liabilities and equity | $ | 1,594,839 | $ | 4,218,790 | $ | (1,513,612 | ) | $ | 4,300,017 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of Condensed Consolidating Statements of Operations | Condensed Consolidating Statements of Operations | |||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2014 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 4,397,644 | $ | — | $ | 4,397,644 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 3,156,480 | — | 3,156,480 | ||||||||||
Operating expenses | — | 487,841 | — | 487,841 | ||||||||||
Insurance expense | — | 120,983 | — | 120,983 | ||||||||||
Selling, general and administrative expenses | — | 90,731 | — | 90,731 | ||||||||||
Depreciation and amortization expense | — | 146,155 | — | 146,155 | ||||||||||
Restructuring charges | — | 6,968 | — | 6,968 | ||||||||||
| | | | | | | | | | | | | | |
Income (loss) from operations | — | 388,486 | — | 388,486 | ||||||||||
Interest income from restricted assets | — | 1,135 | — | 1,135 | ||||||||||
Interest expense, net | — | (110,505 | ) | — | (110,505 | ) | ||||||||
Realized gains (losses) on investments | — | 371 | — | 371 | ||||||||||
Other income (expense), net | (4,153 | ) | 173 | — | (3,980 | ) | ||||||||
Loss on early debt extinguishment | — | (66,397 | ) | — | (66,397 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (4,153 | ) | 213,263 | — | 209,110 | |||||||||
Income tax benefit (expense) | (273 | ) | (89,225 | ) | — | (89,498 | ) | |||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (4,426 | ) | 124,038 | — | 119,612 | |||||||||
Equity in net income (loss) of subsidiary | 129,934 | — | (129,934 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 254 | — | 254 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 125,508 | 124,292 | (129,934 | ) | 119,866 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | 5,642 | — | 5,642 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 125,508 | $ | 129,934 | $ | (129,934 | ) | $ | 125,508 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2013 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 3,728,312 | $ | — | $ | 3,728,312 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 2,667,439 | — | 2,667,439 | ||||||||||
Operating expenses | 70 | 424,795 | — | 424,865 | ||||||||||
Insurance expense | — | 106,293 | — | 106,293 | ||||||||||
Selling, general and administrative expenses | 3 | 106,656 | — | 106,659 | ||||||||||
Depreciation and amortization expense | — | 140,632 | — | 140,632 | ||||||||||
Restructuring charges | — | 5,669 | — | 5,669 | ||||||||||
| | | | | | | | | | | | | | |
Income from operations | (73 | ) | 276,828 | — | 276,755 | |||||||||
Interest income from restricted assets | — | 792 | — | 792 | ||||||||||
Interest expense, net | (30,567 | ) | (156,134 | ) | — | (186,701 | ) | |||||||
Realized gains (losses) on investments | — | 471 | — | 471 | ||||||||||
Other income (expense), net | — | (12,760 | ) | — | (12,760 | ) | ||||||||
Loss on early debt extinguishment | (29,519 | ) | (38,860 | ) | — | (68,379 | ) | |||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (60,159 | ) | 70,337 | — | 10,178 | |||||||||
Income tax benefit (expense) | 17,881 | (16,887 | ) | — | 994 | |||||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (42,278 | ) | 53,450 | — | 11,172 | |||||||||
Equity in net income (loss) of subsidiary | 48,273 | — | (48,273 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 323 | — | 323 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 5,995 | 53,773 | (48,273 | ) | 11,495 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | (5,500 | ) | — | (5,500 | ) | ||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 5,995 | $ | 48,273 | $ | (48,273 | ) | $ | 5,995 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2012 | ||||||||||||||
EVHC | Corporation | Consolidating | Total | |||||||||||
(excluding | and | Adjustments | ||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Net revenue | $ | — | $ | 3,300,121 | $ | — | $ | 3,300,121 | ||||||
| | | | | | | | | | | | | | |
Compensation and benefits | — | 2,307,628 | — | 2,307,628 | ||||||||||
Operating expenses | — | 421,424 | — | 421,424 | ||||||||||
Insurance expense | — | 97,950 | — | 97,950 | ||||||||||
Selling, general and administrative expenses | 199 | 78,341 | — | 78,540 | ||||||||||
Depreciation and amortization expense | — | 123,751 | — | 123,751 | ||||||||||
Restructuring charges | — | 14,086 | — | 14,086 | ||||||||||
| | | | | | | | | | | | | | |
Income from operations | (199 | ) | 256,941 | — | 256,742 | |||||||||
Interest income from restricted assets | — | 625 | — | 625 | ||||||||||
Interest expense, net | (11,462 | ) | (171,145 | ) | — | (182,607 | ) | |||||||
Realized gains (losses) on investments | — | 394 | — | 394 | ||||||||||
Other income (expense), net | — | 1,422 | — | 1,422 | ||||||||||
Loss on early debt extinguishment | — | (8,307 | ) | — | (8,307 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | (11,661 | ) | 79,930 | — | 68,269 | |||||||||
Income tax benefit (expense) | 4,387 | (31,850 | ) | — | (27,463 | ) | ||||||||
| | | | | | | | | | | | | | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | (7,274 | ) | 48,080 | — | 40,806 | |||||||||
Equity in net income (loss) of subsidiary | 48,459 | — | (48,459 | ) | — | |||||||||
Equity in earnings of unconsolidated subsidiary | — | 379 | — | 379 | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) | 41,185 | 48,459 | (48,459 | ) | 41,185 | |||||||||
Less: Net (income) loss attributable to noncontrolling interest | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | 41,185 | $ | 48,459 | $ | (48,459 | ) | $ | 41,185 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statements of Cash Flows | |||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2014 | ||||||||||||||
EVHC | Corporation | Total | ||||||||||||
(excluding | and | |||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | 17,057 | $ | 256,991 | $ | 274,048 | ||||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (79,751 | ) | (79,751 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 62,673 | 62,673 | |||||||||||
Purchase of property, plant and equipment | — | (78,046 | ) | (78,046 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 2,444 | 2,444 | |||||||||||
Acquisition of businesses, net of cash received | — | (181,642 | ) | (181,642 | ) | |||||||||
Net change in insurance collateral | — | 481 | 481 | |||||||||||
Other investing activities | — | (2,977 | ) | (2,977 | ) | |||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (276,818 | ) | (276,818 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Borrowings under the ABL Facility | — | 50,000 | 50,000 | |||||||||||
Proceeds from issuance of senior notes | — | 740,625 | 740,625 | |||||||||||
Repayments of the Term Loan | — | (13,372 | ) | (13,372 | ) | |||||||||
Repayments of the ABL Facility | — | (50,000 | ) | (50,000 | ) | |||||||||
Repayments of PIK Notes and senior notes | — | (607,750 | ) | (607,750 | ) | |||||||||
Payment for debt extinguishment premiums | — | (37,630 | ) | (37,630 | ) | |||||||||
Debt issuance costs | — | (2,224 | ) | (2,224 | ) | |||||||||
Proceeds from stock options exercised | — | 7,730 | 7,730 | |||||||||||
Excess tax benefits from equity-based compensation | — | 44,550 | 44,550 | |||||||||||
Shares repurchased for tax withholdings | — | (14,430 | ) | (14,430 | ) | |||||||||
Distributions to noncontrolling interest, net | — | (924 | ) | (924 | ) | |||||||||
Other financing activities | — | 378 | 378 | |||||||||||
Net intercompany borrowings (payments) | (98,774 | ) | 98,774 | — | ||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | (98,774 | ) | 215,727 | 116,953 | ||||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | (81,717 | ) | 195,900 | 114,183 | ||||||||||
Cash and cash equivalents, beginning of period | 81,722 | 122,990 | 204,712 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 5 | $ | 318,890 | $ | 318,895 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2013 | ||||||||||||||
EVHC | Corporation | Total | ||||||||||||
(excluding | and | |||||||||||||
Corporation) | Subsidiaries | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | (33,425 | ) | $ | 87,540 | $ | 54,115 | |||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (3,156 | ) | (3,156 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 14,096 | 14,096 | |||||||||||
Purchase of property, plant and equipment | — | (65,879 | ) | (65,879 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 744 | 744 | |||||||||||
Acquisition of businesses, net of cash received | — | (35,098 | ) | (35,098 | ) | |||||||||
Net change in insurance collateral | — | (7,235 | ) | (7,235 | ) | |||||||||
Other investing activities | — | (2,069 | ) | (2,069 | ) | |||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (98,597 | ) | (98,597 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Issuance of common stock | 1,110,900 | 1,117 | 1,112,017 | |||||||||||
Borrowings under the Term Loan | — | 150,000 | 150,000 | |||||||||||
Borrowings under the ABL Facility | — | 345,440 | 345,440 | |||||||||||
Repayments of the Term Loan | — | (13,371 | ) | (13,371 | ) | |||||||||
Repayments of the ABL Facility | — | (470,440 | ) | (470,440 | ) | |||||||||
Repayments of PIK Notes and senior notes | (450,000 | ) | (327,250 | ) | (777,250 | ) | ||||||||
Payment for debt extinguishment premiums | (12,386 | ) | (27,016 | ) | (39,402 | ) | ||||||||
Dividend paid | 20,813 | (20,813 | ) | — | ||||||||||
Debt issuance costs | (4 | ) | (5,007 | ) | (5,011 | ) | ||||||||
Equity issuance costs | (65,131 | ) | — | (65,131 | ) | |||||||||
Excess tax benefits from equity-based compensation | — | 62 | 62 | |||||||||||
Contributions from noncontrolling interest, net | — | 3,000 | 3,000 | |||||||||||
Payment of dissenting shareholder settlement | — | (38,336 | ) | (38,336 | ) | |||||||||
Net change in bank overdrafts | — | (10,146 | ) | (10,146 | ) | |||||||||
Other financing activities | — | (70 | ) | (70 | ) | |||||||||
Net intercompany borrowings (payments) | (489,326 | ) | 489,326 | — | ||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | 114,866 | 76,496 | 191,362 | |||||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | 81,441 | 65,439 | 146,880 | |||||||||||
Cash and cash equivalents, beginning of period | 281 | 57,551 | 57,832 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 81,722 | $ | 122,990 | $ | 204,712 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||
(in thousands) | ||||||||||||||
Year ended December 31, 2012 | ||||||||||||||
EVHC | Corporation and | Total | ||||||||||||
(excluding | Subsidiaries | |||||||||||||
Corporation) | ||||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net cash provided by (used in) operating activities | $ | 187 | $ | 216,248 | $ | 216,435 | ||||||||
| | | | | | | | | | | ||||
Cash Flows from Investing Activities | ||||||||||||||
Purchases of available-for-sale securities | — | (39,035 | ) | (39,035 | ) | |||||||||
Sales and maturities of available-for-sale securities | — | 96,643 | 96,643 | |||||||||||
Purchase of property, plant and equipment | — | (60,215 | ) | (60,215 | ) | |||||||||
Proceeds from sale of property, plant and equipment | — | 7,220 | 7,220 | |||||||||||
Acquisition of businesses, net of cash received | — | (193,002 | ) | (193,002 | ) | |||||||||
Net change in insurance collateral | — | 34,332 | 34,332 | |||||||||||
Other investing activities | — | 14 | 14 | |||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) investing activities | — | (154,043 | ) | (154,043 | ) | |||||||||
| | | | | | | | | | | ||||
Cash Flows from Financing Activities | ||||||||||||||
Issuance of common stock | — | 334 | 334 | |||||||||||
Borrowings under the ABL Facility | — | 130,000 | 130,000 | |||||||||||
Proceeds from issuance of PIK Notes and senior notes | 450,000 | — | 450,000 | |||||||||||
Repayments of the Term Loan | — | (262,884 | ) | (262,884 | ) | |||||||||
Repayments of the ABL Facility | — | (5,000 | ) | (5,000 | ) | |||||||||
Repayments of PIK Notes and senior notes | — | (15,000 | ) | (15,000 | ) | |||||||||
Dividend paid | (428,782 | ) | — | (428,782 | ) | |||||||||
Debt issuance costs | (21,124 | ) | (95 | ) | (21,219 | ) | ||||||||
Excess tax benefits from equity-based compensation | — | 873 | 873 | |||||||||||
Class A common stock repurchased as treasury stock | — | (511 | ) | (511 | ) | |||||||||
Contributions from noncontrolling interest, net | — | 6,530 | 6,530 | |||||||||||
Net change in bank overdrafts | — | 7,808 | 7,808 | |||||||||||
Other financing activities | — | (732 | ) | (732 | ) | |||||||||
Net intercompany borrowings (payments) | — | — | — | |||||||||||
| | | | | | | | | | | ||||
Net cash provided by (used in) financing activities | 94 | (138,677 | ) | (138,583 | ) | |||||||||
| | | | | | | | | | | ||||
Change in cash and cash equivalents | 281 | (76,472 | ) | (76,191 | ) | |||||||||
Cash and cash equivalents, beginning of period | — | 134,023 | 134,023 | |||||||||||
| | | | | | | | | | | ||||
Cash and cash equivalents, end of period | $ | 281 | $ | 57,551 | $ | 57,832 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information (unaudited) | ||||||||||||||
Summary of unaudited results for each quarter | The following tables summarize unaudited results for each quarter in the years ended December 31, 2014 and 2013 (in thousands, except per share amounts). | |||||||||||||
2014 | ||||||||||||||
For the quarter ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Net revenue | $ | 1,014,211 | $ | 1,075,327 | $ | 1,150,329 | $ | 1,157,777 | ||||||
Income from operations | 68,318 | 93,139 | 113,901 | 113,128 | ||||||||||
Net income (loss) | 21,525 | (1,992 | ) | 52,843 | 47,490 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 24,825 | (1,992 | ) | 52,776 | 49,899 | |||||||||
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | 0.14 | (0.01 | ) | 0.29 | 0.27 | |||||||||
Diluted | 0.13 | (0.01 | ) | 0.28 | 0.26 | |||||||||
2013 | ||||||||||||||
For the quarter ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Net revenue | $ | 888,324 | $ | 899,255 | $ | 955,888 | $ | 984,845 | ||||||
Income from operations | 62,862 | 65,703 | 63,503 | 84,687 | ||||||||||
Net income (loss) | (3,847 | ) | 9,597 | (7,663 | ) | 13,408 | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | (3,847 | ) | 9,597 | (7,663 | ) | 7,908 | ||||||||
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | (0.03 | ) | 0.07 | (0.05 | ) | 0.04 | ||||||||
Diluted | (0.03 | ) | 0.07 | (0.05 | ) | 0.04 | ||||||||
General_Details
General (Details) (USD $) | 0 Months Ended | |||
Jul. 29, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 19, 2013 | |
General | ||||
Common stock, par value (in dollars per share) | ($0.01) | ($0.01) | $0.01 | |
Stock split ratio | 9.3 | |||
Shares of common stock issued | 132,082,885 |
General_Details_2
General (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
General | |
Number of operating segments | 2 |
EmCare | |
General | |
Number of contracts entered into by the entity | 784 |
Number of states in which the entity operates | 41 |
AMR | |
General | |
Number of states in which the entity operates | 38 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents | ||
Bank Overdrafts | $0 | $5,000,000 |
Insurance Collateral | ||
Reinsurance receivable | 1,470,000 | 1,300,000 |
Trade and Other Accounts Receivable, net | ||
Trade and other accounts receivable, net | 950,115,000 | 801,146,000 |
EVHC. | ||
Trade and Other Accounts Receivable, net | ||
Trade and other accounts receivable, net | 28,000 | 1,011,000 |
EmCare | ||
Trade and Other Accounts Receivable, net | ||
Allowance for contractual discounts | 2,522,622,000 | 1,807,090,000 |
Allowance for uncompensated care | 1,060,270,000 | 868,590,000 |
Trade accounts receivable, net | 3,582,892,000 | 2,675,680,000 |
Trade and other accounts receivable, net | 645,427,000 | 558,195,000 |
AMR | ||
Trade and Other Accounts Receivable, net | ||
Allowance for contractual discounts | 278,230,000 | 195,614,000 |
Allowance for uncompensated care | 167,529,000 | 170,243,000 |
Trade accounts receivable, net | 445,759,000 | 365,857,000 |
Trade and other accounts receivable, net | $304,660,000 | $241,940,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | Building | |
Property, plant and equipment, net | |
Estimated useful lives | 35 years |
Minimum | Vehicles | |
Property, plant and equipment, net | |
Estimated useful lives | 5 years |
Minimum | Computer hardware and software | |
Property, plant and equipment, net | |
Estimated useful lives | 3 years |
Minimum | Other | |
Property, plant and equipment, net | |
Estimated useful lives | 3 years |
Maximum | Building | |
Property, plant and equipment, net | |
Estimated useful lives | 40 years |
Maximum | Vehicles | |
Property, plant and equipment, net | |
Estimated useful lives | 7 years |
Maximum | Computer hardware and software | |
Property, plant and equipment, net | |
Estimated useful lives | 5 years |
Maximum | Other | |
Property, plant and equipment, net | |
Estimated useful lives | 10 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | |||
Goodwill and Other Indefinite Lived Intangibles | |||
Number of reporting units | 3 | ||
Goodwill | $2,538,633,000 | $2,435,670,000 | $2,413,632,000 |
Impairment charges recorded | 0 | 0 | 0 |
EmCare | |||
Goodwill and Other Indefinite Lived Intangibles | |||
Number of reporting units | 2 | ||
Goodwill | 1,679,495,000 | 1,574,882,000 | 1,555,924,000 |
AMR | |||
Goodwill and Other Indefinite Lived Intangibles | |||
Goodwill | $859,138,000 | $860,788,000 | $857,708,000 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Contract value) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Contract value | |
Useful life | 5 years |
Maximum | |
Contract value | |
Useful life | 12 years 6 months |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (Net revenue, Customer concentration risk) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Medicare and Medicaid | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 33.00% | 34.00% |
Insurance providers and contracted payors | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 64.00% | 62.00% |
Self-pay | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 3.00% | 4.00% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (Senior subordinated unsecured notes purchased by the Company's subsidiary, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Senior subordinated unsecured notes purchased by the Company's subsidiary | |
Financial Instruments | |
Estimated fair value of the senior subordinate notes | $744.40 |
Carrying value of the senior subordinate notes | $750 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 58.80% | 56.00% | 55.10% |
Revenue net of contractual discounts (as a percent) | 41.20% | 44.00% | 44.90% |
Provision for uncompensated care as a percentage of gross revenue | 18.20% | 19.80% | 19.50% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 44.20% | 44.90% | 43.40% |
EmCare | |||
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 60.60% | 57.80% | 57.70% |
Revenue net of contractual discounts (as a percent) | 39.40% | 42.20% | 42.30% |
Provision for uncompensated care as a percentage of gross revenue | 20.10% | 21.60% | 21.20% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 51.00% | 51.10% | 50.10% |
AMR | |||
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 52.80% | 50.70% | 49.20% |
Revenue net of contractual discounts (as a percent) | 47.20% | 49.30% | 50.80% |
Provision for uncompensated care as a percentage of gross revenue | 11.90% | 14.70% | 15.60% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 25.20% | 29.70% | 30.70% |
Recovered_Sheet2
Summary of Significant Accounting Policies (Details 8) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue Recognition | |||||||||||
Fee-for-service revenue, net of contractual discounts: | $7,142,653,000 | $6,142,086,000 | $5,266,998,000 | ||||||||
Subsidies and fees | 742,300,000 | 629,436,000 | 567,634,000 | ||||||||
Revenue, net of contractual discounts | 7,884,953,000 | 6,771,522,000 | 5,834,632,000 | ||||||||
Provision for uncompensated care | -3,487,309,000 | -3,043,210,000 | -2,534,511,000 | ||||||||
Net revenue | 1,157,777,000 | 1,150,329,000 | 1,075,327,000 | 1,014,211,000 | 984,845,000 | 955,888,000 | 899,255,000 | 888,324,000 | 4,397,644,000 | 3,728,312,000 | 3,300,121,000 |
Revenue Recognition | |||||||||||
Increase (decrease) in contractual discount or uncompensated care provisions | 12,500,000 | 1,000,000 | -10,000,000 | ||||||||
Medicare | |||||||||||
Revenue Recognition | |||||||||||
Fee-for-service revenue, net of contractual discounts: | 1,181,762,000 | 982,640,000 | 792,796,000 | ||||||||
Medicaid | |||||||||||
Revenue Recognition | |||||||||||
Fee-for-service revenue, net of contractual discounts: | 415,771,000 | 257,100,000 | 224,974,000 | ||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | |||||||||||
Revenue Recognition | |||||||||||
Fee-for-service revenue, net of contractual discounts: | 2,551,123,000 | 2,241,422,000 | 2,027,872,000 | ||||||||
Self-pay | |||||||||||
Revenue Recognition | |||||||||||
Fee-for-service revenue, net of contractual discounts: | $2,993,997,000 | $2,660,924,000 | $2,221,356,000 |
Recovered_Sheet3
Summary of Significant Accounting Policies (Details 9) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payments related to new acquisitions which offset the contingent consideration | $2,000,000 | |
Transfers in assets from Level 1 to level 2 fair value measurements | 0 | 0 |
Transfers in assets from Level 2 to level 1 fair value measurements | 0 | 0 |
Transfers in liabilities from Level 1 to level 2 fair value measurements | 0 | 0 |
Transfers in liabilities from Level 2 to level 1 fair value measurements | 0 | 0 |
Level 1 | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 12,170,000 | 30,243,000 |
Level 2 | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 517,000 | |
Level 2 | Fuel hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 672,000 | 1,433,000 |
Level 2 | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 3,135,000 | 1,493,000 |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 7,734,000 | 2,000,000 |
Decrease in a level 3 liability of the contingent consideration | 5,700,000 | |
Total | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 13,227,000 | 30,243,000 |
Total | Fuel hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 672,000 | 1,433,000 |
Total | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 7,734,000 | 2,000,000 |
Total | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $3,135,000 | $1,493,000 |
Basic_and_Diluted_Net_Income_L2
Basic and Diluted Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic and Diluted Net Income (Loss) Per Share | |||||||||||
Net income (loss) | $125,508 | $5,995 | $41,185 | ||||||||
Weighted-average common shares outstanding - common stock: | |||||||||||
Basic (in shares) | 182,019,732 | 150,156,216 | 130,228,970 | ||||||||
Dilutive impact of stock awards outstanding (in shares) | 7,901,000 | 6,806,000 | 2,717,000 | ||||||||
Diluted (in shares) | 189,921,434 | 156,962,385 | 132,945,862 | ||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic (in dollars per share) | $0.27 | $0.29 | ($0.01) | $0.14 | $0.04 | ($0.05) | $0.07 | ($0.03) | $0.69 | $0.04 | $0.32 |
Diluted (in dollars per share) | $0.26 | $0.28 | ($0.01) | $0.13 | $0.04 | ($0.05) | $0.07 | ($0.03) | $0.66 | $0.04 | $0.31 |
Stock awards of common stock outstanding excluded from the computations of diluted loss per share and weighted-average common shares outstanding | 0 | 0 | 0 |
Statements_of_Cash_Flows_Data_1
Statements of Cash Flows Data (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $95,079 | $198,098 | $154,984 |
Net cash paid (refunds received) for taxes | $2,898 | $13,351 | ($20,463) |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 17, 2014 | Dec. 31, 2014 | 21-May-14 | Dec. 21, 2012 | Mar. 07, 2014 | |
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Goodwill | $2,538,633,000 | $2,435,670,000 | $2,538,633,000 | $2,435,670,000 | $2,413,632,000 | $2,538,633,000 | ||||||||||
Operating revenue | 113,128,000 | 113,901,000 | 93,139,000 | 68,318,000 | 84,687,000 | 63,503,000 | 65,703,000 | 62,862,000 | 388,486,000 | 276,755,000 | 256,742,000 | |||||
Net income (loss) | 125,508,000 | 5,995,000 | 41,185,000 | |||||||||||||
Unaudited pro forma operating results | ||||||||||||||||
Net revenue | 129,614,000 | 117,655,000 | ||||||||||||||
Net income | 9,007,000 | 3,315,000 | ||||||||||||||
Net revenue | 68,800,000 | |||||||||||||||
Net income | 6,800,000 | |||||||||||||||
Contingent consideration payable for acquisitions made prior to December 31, 2014 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Phoenix Physicians | ||||||||||||||||
Acquisitions | ||||||||||||||||
Total consideration of acquisitions paid in cash | 169,500,000 | |||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Cash and cash equivalents | 24,795,000 | |||||||||||||||
Accounts receivable | 16,748,000 | |||||||||||||||
Prepaid and other current assets | 139,000 | |||||||||||||||
Property, plant and equipment | 92,000 | |||||||||||||||
Acquired intangible assets | 1,600,000 | 1,600,000 | 57,630,000 | 1,600,000 | ||||||||||||
Goodwill | 97,200,000 | |||||||||||||||
Accounts payable | -1,073,000 | |||||||||||||||
Accrued liabilities | -11,920,000 | |||||||||||||||
Insurance reserves | -13,716,000 | |||||||||||||||
Long-term deferred tax liabilities | -445,000 | |||||||||||||||
Total purchase price | 169,450,000 | |||||||||||||||
Decrease in goodwill | -500,000 | |||||||||||||||
Increase in cash and cash equivalents | 18,700,000 | |||||||||||||||
Increase in accrued liabilities | 4,500,000 | |||||||||||||||
Increase in insurance reserves | 13,700,000 | |||||||||||||||
Life Line Ambulance Service, Inc. and MedStat EMS, Inc. | ||||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Acquired intangible assets | 27,300,000 | |||||||||||||||
Goodwill | 10,800,000 | |||||||||||||||
Long-term deferred tax liabilities | 3,700,000 | |||||||||||||||
Unaudited pro forma operating results | ||||||||||||||||
Tax deductible goodwill | 6,100,000 | |||||||||||||||
Net current assets | 3,600,000 | |||||||||||||||
CMORx, LLC and Loya Medical Services, PLLC | ||||||||||||||||
Acquisitions | ||||||||||||||||
Total consideration of acquisitions paid in cash | 34,200,000 | |||||||||||||||
Number of related corporations which leverage the provision of non-emergency medical transportation services | 2 | |||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Acquired intangible assets | 5,400,000 | 14,900,000 | 5,400,000 | 14,900,000 | 5,400,000 | |||||||||||
Goodwill | 20,800,000 | 20,800,000 | ||||||||||||||
Unaudited pro forma operating results | ||||||||||||||||
Tax deductible goodwill | 20,800,000 | 20,800,000 | ||||||||||||||
Net current liabilities | 1,500,000 | 1,500,000 | ||||||||||||||
Other 2014 Acquisition | ||||||||||||||||
Acquisitions | ||||||||||||||||
Total consideration of acquisitions paid in cash | 38,000,000 | |||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Acquired intangible assets | 12,100,000 | 12,100,000 | 12,100,000 | |||||||||||||
Guardian | ||||||||||||||||
Acquisitions | ||||||||||||||||
Total consideration of acquisitions paid in cash | 159,000,000 | |||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Cash and cash equivalents | 428,000 | |||||||||||||||
Accounts receivable | 11,542,000 | |||||||||||||||
Prepaid and other current assets | 379,000 | |||||||||||||||
Property, plant and equipment | 1,792,000 | |||||||||||||||
Acquired intangible assets | 8,700,000 | 8,700,000 | 59,810,000 | |||||||||||||
Goodwill | 111,256,000 | |||||||||||||||
Other long-term assets | 50,000 | |||||||||||||||
Accounts payable | -729,000 | |||||||||||||||
Accrued liabilities | -5,204,000 | |||||||||||||||
Current deferred tax liabilities | -15,108,000 | |||||||||||||||
Federal tax liability | -2,900,000 | -2,900,000 | -5,216,000 | |||||||||||||
Total purchase price | 159,000,000 | |||||||||||||||
Operating revenue | 3,000,000 | |||||||||||||||
Net income (loss) | 300,000 | |||||||||||||||
Unaudited pro forma operating results | ||||||||||||||||
Net revenue | 100,100,000 | |||||||||||||||
Net income | 5,900,000 | |||||||||||||||
Tax deductible goodwill | 78,500,000 | 78,500,000 | ||||||||||||||
APH and NightRays | ||||||||||||||||
Acquisitions | ||||||||||||||||
Total consideration of acquisitions paid in cash | 33,800,000 | |||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Acquired intangible assets | 12,300,000 | |||||||||||||||
Goodwill | 31,800,000 | |||||||||||||||
Unaudited pro forma operating results | ||||||||||||||||
Tax deductible goodwill | 22,200,000 | |||||||||||||||
Net current liabilities | 10,300,000 | |||||||||||||||
NightRays | ||||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Acquired intangible assets | 4,300,000 | 4,300,000 | ||||||||||||||
St. Vincent / Golden State | ||||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||||
Goodwill | $3,700,000 | $3,700,000 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $417,978,000 | $341,916,000 | |
Less: accumulated depreciation and amortization | -206,702,000 | -147,201,000 | |
Property, Plant and Equipment, Net, Total | 211,276,000 | 194,715,000 | |
Depreciation expense | 65,600,000 | 63,900,000 | 56,500,000 |
Land | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 4,553,000 | 5,013,000 | |
Building and leasehold improvements | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 25,516,000 | 22,526,000 | |
Vehicles | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 175,082,000 | 146,700,000 | |
Computer hardware and software | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 97,978,000 | 67,754,000 | |
Communication and medical equipment and other | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $114,849,000 | $99,923,000 |
Intangible_Assets_net_Details
Intangible Assets, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Contract value | |||
Gross Carrying Amount | $717,800,000 | $654,631,000 | |
Accumulated Amortization | -264,374,000 | -183,814,000 | |
Amortization expense | 80,600,000 | 76,700,000 | 67,200,000 |
Unamortized intangible assets, Carrying Amount | |||
Trade names | 36,045,000 | 33,740,000 | |
Radio frequencies | 901,000 | 901,000 | |
License | 34,110,000 | 8,240,000 | |
Total | 788,856,000 | 697,512,000 | |
Estimated annual amortization over each of the next five years | |||
2015 | 82,094,000 | ||
2016 | 75,368,000 | ||
2017 | 70,540,000 | ||
2018 | 63,696,000 | ||
2019 | 58,899,000 | ||
Contract value | |||
Contract value | |||
Gross Carrying Amount | 651,190,000 | 590,880,000 | |
Accumulated Amortization | -245,803,000 | -173,975,000 | |
Physician referral network | |||
Contract value | |||
Gross Carrying Amount | 58,650,000 | 58,650,000 | |
Accumulated Amortization | -14,679,000 | -7,515,000 | |
Covenant not to compete | |||
Contract value | |||
Gross Carrying Amount | 5,490,000 | ||
Accumulated Amortization | -3,725,000 | ||
Other. | |||
Contract value | |||
Gross Carrying Amount | 2,470,000 | 5,101,000 | |
Accumulated Amortization | ($167,000) | ($2,324,000) |
Intangible_Assets_net_Details_
Intangible Assets, net (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | $2,538,633 | $2,435,670 |
Acquisitions | 103,365 | 26,175 |
Deferred Taxes | 4,618 | |
Adjustments | -5,020 | -4,137 |
Balance at end of period | 2,435,670 | 2,413,632 |
EmCare | ||
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | 1,679,495 | 1,574,882 |
Acquisitions | 100,529 | 9,018 |
Deferred Taxes | 445 | |
Adjustments | 3,639 | 9,940 |
Balance at end of period | 1,574,882 | 1,555,924 |
AMR | ||
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | 859,138 | 860,788 |
Acquisitions | 2,836 | 17,157 |
Deferred Taxes | 4,173 | |
Adjustments | -8,659 | -14,077 |
Balance at end of period | $860,788 | $857,708 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current deferred tax assets (liabilities): | ||
Accounts receivable | $8,278,000 | $1,611,000 |
Accrual to cash | -128,507,000 | -89,609,000 |
Accrued liabilities | 11,171,000 | 13,586,000 |
Credit carryforwards | 2,375,000 | 693,000 |
Net operating loss carryforwards | 2,405,000 | 38,232,000 |
Net current deferred tax liabilities | -104,278,000 | -35,487,000 |
Long-term deferred tax liabilities (assets): | ||
Intangible assets | -160,186,000 | -171,315,000 |
Insurance and other long-term liabilities | 46,760,000 | 37,692,000 |
Excess of tax over book depreciation | -39,927,000 | -40,729,000 |
Net operating loss carryforwards | 30,836,000 | 27,895,000 |
Credit carryforwards | 2,580,000 | 2,555,000 |
Valuation allowance | -11,026,000 | -7,228,000 |
Net long-term deferred tax liabilities | -130,963,000 | -151,130,000 |
Net deferred tax liabilities | -235,241,000 | -186,617,000 |
Increase in deferred tax liabilities, net | 48,600,000 | |
Decrease in valuation allowance | $3,800,000 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
AMR | |
Income Taxes | |
Net operating loss carryforwards, annual limitation on use | $1.30 |
Federal | |
Income Taxes | |
Net operating loss carryforwards | $40.30 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | |||
Balance at the beginning of the period | $614,000 | $3,467,000 | $963,000 |
Additions for tax positions of prior years | 1,494,000 | 216,000 | 5,397,000 |
Reductions for tax positions of prior years | -1,896,000 | ||
Reductions for tax positions due to lapse of statute of limitations | -482,000 | -3,069,000 | -997,000 |
Balance at the end of the period | 1,626,000 | 614,000 | 3,467,000 |
Recognition of interest and penalties expense | 300,000 | 200,000 | 700,000 |
Reversal of interest previously recognized | 100,000 | 500,000 | 200,000 |
Amount of penalties and interest included in unrecognized tax benefits | 1,600,000 | 200,000 | 500,000 |
Current tax (benefit) expense | |||
State | -4,602,000 | -3,937,000 | -5,131,000 |
Federal | -40,245,000 | 7,347,000 | -34,965,000 |
Total | -44,847,000 | 3,410,000 | -40,096,000 |
Deferred tax (benefit) expense | |||
State | -4,353,000 | 5,586,000 | -1,004,000 |
Federal | -40,298,000 | -8,002,000 | 13,637,000 |
Total | -44,651,000 | -2,416,000 | 12,633,000 |
Total tax (benefit) expense | |||
State | -8,955,000 | 1,649,000 | -6,135,000 |
Federal | -80,543,000 | -655,000 | -21,328,000 |
Total | -89,498,000 | 994,000 | -27,463,000 |
Reconciliation of the provision for income taxes at the federal statutory rate compared to the entity's effective tax rate | |||
Income tax expense at the statutory rate | -73,188,000 | -3,562,000 | -23,895,000 |
Increase in income taxes resulting from: | |||
State taxes, net of federal | -6,453,000 | -1,834,000 | -4,218,000 |
Tax settlements and filings | -1,012,000 | 2,853,000 | 638,000 |
Tax credits | 338,000 | 779,000 | |
Dissenting shareholder settlement | -3,203,000 | ||
Change in valuation allowance | -3,816,000 | 3,126,000 | |
State deferred rate change | 1,170,000 | 1,161,000 | |
Other | -967,000 | 419,000 | -12,000 |
Income tax benefit (expense) before noncontrolling interest | -81,994,000 | -1,099,000 | -27,463,000 |
Noncontrolling interests | -7,504,000 | 2,093,000 | |
Total | ($89,498,000) | $994,000 | ($27,463,000) |
Insurance_Collateral_Details
Insurance Collateral (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Insurance collateral | ||
Available-for-sale securities | $30,243,000 | $13,227,000 |
Insurance receivable | 1,470,000 | 1,300,000 |
Cash deposits and other | 11,683,000 | 27,808,000 |
Total insurance collateral | 43,396,000 | 42,335,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Cost Basis | 30,406,000 | 12,847,000 |
Gross Unrealized Gains | 98,000 | 563,000 |
Gross Unrealized Losses | -261,000 | -183,000 |
Fair Value | 30,243,000 | 13,227,000 |
U.S. Treasuries | ||
Insurance collateral | ||
Available-for-sale securities | 1,191,000 | 2,100,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Cost Basis | 1,182,000 | 2,064,000 |
Gross Unrealized Gains | 12,000 | 37,000 |
Gross Unrealized Losses | -3,000 | -1,000 |
Fair Value | 1,191,000 | 2,100,000 |
Corporate bonds / Fixed income | ||
Insurance collateral | ||
Available-for-sale securities | 15,397,000 | 6,372,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Cost Basis | 15,339,000 | 6,384,000 |
Gross Unrealized Gains | 59,000 | 26,000 |
Gross Unrealized Losses | -1,000 | -38,000 |
Fair Value | 15,397,000 | 6,372,000 |
Corporate equity | ||
Insurance collateral | ||
Available-for-sale securities | 13,655,000 | 4,755,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Cost Basis | 13,885,000 | 4,399,000 |
Gross Unrealized Gains | 27,000 | 500,000 |
Gross Unrealized Losses | -257,000 | -144,000 |
Fair Value | 13,655,000 | 4,755,000 |
U.S. Treasuries and Corporate bonds / Fixed income securities | ||
Contractual maturities of available-for-sale securities | ||
Within one year | 3,600,000 | |
Longer than one year through five years | $13,000,000 |
Insurance_Collateral_Details_2
Insurance Collateral (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Insurance collateral | |||
Securities available-for-sale, Fair Value, Total | $12,853,000 | $7,631,000 | |
Securities available-for-sale, Unrealized Loss, Total | -261,000 | -183,000 | |
Realized net gains on the sale and maturities of available-for-sale securities | 400,000 | 500,000 | 400,000 |
U.S. Treasuries | |||
Insurance collateral | |||
Securities available-for-sale, Less than 12 months, Fair Value | 132,000 | ||
Securities available-for-sale, 12 months or more, Fair Value | 130,000 | ||
Securities available-for-sale, Less than 12 months, Unrealized Loss | -1,000 | ||
Securities available-for-sale, 12 months or more, Unrealized Loss | -3,000 | ||
Corporate bonds / Fixed income | |||
Insurance collateral | |||
Securities available-for-sale, Less than 12 months, Fair Value | 1,312,000 | 2,768,000 | |
Securities available-for-sale, 12 months or more, Fair Value | 251,000 | 2,178,000 | |
Securities available-for-sale, Less than 12 months, Unrealized Loss | -1,000 | -18,000 | |
Securities available-for-sale, 12 months or more, Unrealized Loss | -20,000 | ||
Corporate equity | |||
Insurance collateral | |||
Securities available-for-sale, Less than 12 months, Fair Value | 11,160,000 | ||
Securities available-for-sale, 12 months or more, Fair Value | 2,553,000 | ||
Securities available-for-sale, Less than 12 months, Unrealized Loss | -257,000 | ||
Securities available-for-sale, 12 months or more, Unrealized Loss | ($144,000) |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Accrued wages and benefits | $190,220 | $161,398 | |
Accrued paid time-off | 27,156 | 25,713 | |
Current portion of self-insurance reserve | 74,212 | 73,738 | |
Accrued restructuring | 8,376 | 5,682 | 12,318 |
Current portion of compliance and legal | 3,407 | 2,000 | |
Accrued billing and collection fees | 3,823 | 2,954 | |
Accrued incentive compensation | 32,324 | 19,570 | |
Accrued interest | 22,324 | 6,898 | |
Other | 50,815 | 52,983 | |
Total accrued liabilities | $412,657 | $350,936 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 2 Months Ended | 1 Months Ended | 0 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 18, 2014 | Dec. 30, 2013 | 25-May-11 | Feb. 07, 2013 | Feb. 28, 2013 | Feb. 06, 2013 | Feb. 27, 2013 | Feb. 26, 2013 | Jun. 30, 2014 | Jun. 18, 2014 | Jun. 30, 2012 | Feb. 06, 2015 | |
Long-Term Debt | |||||||||||||||
Amount of debt held | $2,038,226,000 | $1,907,699,000 | |||||||||||||
Loss on early debt extinguishment | 66,397,000 | 68,379,000 | 8,307,000 | ||||||||||||
Outstanding debt | 112,300,000 | 132,500,000 | |||||||||||||
Debt issuance expense related to amendments | 2,224,000 | 5,011,000 | 21,219,000 | ||||||||||||
Senior unsecured notes due 2019 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Principal amount of debt redeemed | 332,500,000 | ||||||||||||||
Redemption price (as a percent) | 106.09% | 108.13% | |||||||||||||
Repayments of debt and capital lease obligations | 2,400,000 | 2,200,000 | |||||||||||||
Loss on early debt extinguishment | 66,400,000 | 38,700,000 | 617,500,000 | ||||||||||||
Senior unsecured notes due 2019 | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | 950,000,000 | ||||||||||||||
Senior unsecured notes due 2019 | Captive insurance subsidiary | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | 5,200,000 | 9,800,000 | 5,200,000 | 9,800,000 | |||||||||||
Senior unsecured notes purchased by EMSC subsidiary | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | 15,000,000 | ||||||||||||||
Credit Facilities | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 1,800,000 | ||||||||||||||
Term Loan Facility | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | 150,000,000 | ||||||||||||||
Amount of debt held | 1,289,575,000 | 1,302,945,000 | |||||||||||||
Repayments of debt and capital lease obligations | 250,000,000 | ||||||||||||||
Loss on early debt extinguishment | 8,300,000 | 100,000 | |||||||||||||
Interest rate (as a percent) | 4.00% | 4.00% | |||||||||||||
Term Loan Facility | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 1,440,000,000 | ||||||||||||||
Term Loan Facility | Option one | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 1.50% | ||||||||||||||
Interest rate margin (as a percent) | 3.75% | ||||||||||||||
Term Loan Facility | Option one | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 3.00% | ||||||||||||||
Interest rate in the event of meeting specified consolidated first lien net leverage ratio (as a percent) | 2.75% | ||||||||||||||
Consolidated first lien net leverage ratio | 2.5 | ||||||||||||||
Term Loan Facility | Option one | Overnight federal funds rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
Term Loan Facility | Option two | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 2.50% | ||||||||||||||
Interest rate margin (as a percent) | 2.75% | ||||||||||||||
Term Loan Facility | Option two | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 2.00% | ||||||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||||||
Interest rate in the event of meeting specified consolidated first lien net leverage ratio (as a percent) | 1.75% | ||||||||||||||
Consolidated first lien net leverage ratio | 2.5 | ||||||||||||||
Term Loan Facility | Option two | Adjusted LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | One-month Term Loan LIBOR rate | ||||||||||||||
Term Loan Facility | Option two | Adjusted LIBOR rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 1.00% | ||||||||||||||
Term Loan Facility | Option two | LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | One-month LIBOR rate | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
ABL Facility | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 450,000,000 | 550,000,000 | |||||||||||||
Outstanding debt | 112,300,000 | ||||||||||||||
Available borrowing capacity | 337,700,000 | ||||||||||||||
Period of average excess availability exceeding agreed upon thresholds | 30 days | ||||||||||||||
Fixed charge coverage ratio | 1 | ||||||||||||||
ABL Facility | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Commitment fee (as a percent) | 0.38% | ||||||||||||||
ABL Facility | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Commitment fee (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 350,000,000 | ||||||||||||||
ABL Facility | Option one | Overnight federal funds rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.25% | ||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.75% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability less than or equal to 33% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability greater than 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability less than or equal to 33% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||||||||
ABL Facility | Option two | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.25% | ||||||||||||||
ABL Facility | Option two | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||||||||
ABL Facility | Option two | Overnight federal funds rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability less than or equal to 33% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | One-month LIBOR rate | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability less than or equal to 33% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.75% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option two | LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | One-month ABL LIBOR | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | 750,000,000 | ||||||||||||||
Loss on early debt extinguishment | -9,400,000 | ||||||||||||||
Repurchase price of debt instrument as a percentage of principal amount in the event of a change of control | 101.00% | ||||||||||||||
Repurchase price of debt instrument as a percentage of principal amount in the event of sale of assets | 100.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period prior to July 1, 2017 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
Percentage of aggregate principal amount of debt instrument that may be redeemed | 40.00% | ||||||||||||||
Redemption price of debt instrument as a percentage of principal amount with proceeds of certain equity offerings | 105.13% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on and after July 1, 2017 and prior to July 1, 2018 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 103.84% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2018 and prior to July 1, 2019 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 102.56% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2019 and prior to July 1, 2020 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 101.28% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2020 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | $750,000,000 | ||||||||||||||
Interest rate (as a percent) | 5.13% |
Debt_Details_2
Debt (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Oct. 01, 2012 | |
Debt | |||||
Loss on early debt extinguishment | $66,397,000 | $68,379,000 | $8,307,000 | ||
Senior PIK Toggle Notes due 2017 | |||||
Debt | |||||
Face amount of debt | 450,000,000 | ||||
Redemption price of debt instrument as a percentage of principal amount | 102.75% | ||||
Repayments of debt and capital lease obligations | 17,200,000 | ||||
Loss on early debt extinguishment | $29,500,000 |
Debt_Details_3
Debt (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Long-Term Debt | ||
Total debt | $2,038,226,000 | $1,907,699,000 |
Less current portion | -12,349,000 | -12,318,000 |
Total long-term debt and capital lease obligations | 2,025,877,000 | 1,895,381,000 |
Amount of certain fees paid by the entity | 3,300,000 | |
Aggregate amount of minimum payments required on long-term debt and capital lease obligations | ||
2015 | 13,850,000 | |
2016 | 13,883,000 | |
2017 | 13,999,000 | |
2018 | 1,249,539,000 | |
2019 | 64,000 | |
Thereafter | 750,208,000 | |
Total | 2,041,543,000 | |
Senior subordinated unsecured notes due 2019 | ||
Long-Term Debt | ||
Total debt | 607,750,000 | |
Senior Unsecured Notes due 2022 | ||
Long-Term Debt | ||
Total debt | 750,000,000 | |
Term Loan Facility | ||
Long-Term Debt | ||
Total debt | 1,289,575,000 | 1,302,945,000 |
Discount on debt | -3,317,000 | -4,217,000 |
Interest rate (as a percent) | 4.00% | 4.00% |
Notes due at various dates from 2014 to 2022 | ||
Long-Term Debt | ||
Total debt | 482,000 | 852,000 |
Interest rate, minimum (as a percent) | 6.00% | |
Interest rate, maximum (as a percent) | 10.00% | |
Capital lease obligations due at various dates from 2014 to 2018 | ||
Long-Term Debt | ||
Total debt | $1,486,000 | $369,000 |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
agreement | |||
Derivative Instruments and Hedging Activities | |||
Total gallons of diesel fuel | 3,000,000 | ||
Fuel hedge | |||
Derivative Instruments and Hedging Activities | |||
Number of master agreements | 1 | ||
Gallons of diesel fuel as a percentage of total estimated annual usage | 11.10% | ||
Fair value of derivative asset | $1.40 | $0.70 | |
Period over which deferred gain (loss) is expected to be reclassified from accumulated comprehensive income | 12 months | ||
Amount of deferred gain (loss) expected to be reclassified from accumulated comprehensive income | -0.7 | ||
Net payments to the counterparty | 0.3 | ||
Net receipts from the counterparty | 0.5 | 1 | |
Fuel hedge | Minimum | |||
Derivative Instruments and Hedging Activities | |||
Diesel fuel price (in dollars per gallon) | 3.3 | ||
Fuel hedge | Maximum | |||
Derivative Instruments and Hedging Activities | |||
Diesel fuel price (in dollars per gallon) | 3.58 | ||
Interest rate swap agreements | |||
Derivative Instruments and Hedging Activities | |||
Notional amount of debt obligations | 400 | ||
Effective rate of interest of debt (as a percent) | 4.49% | ||
Minimum variable interest rate of debt (as a percent) | 1.00% | ||
Fair value of derivative liability | 1.5 | 3.1 | |
Period over which deferred gain (loss) is expected to be reclassified from accumulated comprehensive income | 12 months | ||
Amount of deferred gain (loss) expected to be reclassified from accumulated comprehensive income | -1.5 | ||
Net payments to the counterparty | $2 | $2 | $0.50 |
Changes_in_Accumulated_Other_C2
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | ($839) | ($213) | |
Other comprehensive income (loss) before reclassifications | -1,837 | -1,330 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 820 | 704 | |
Total other comprehensive income (loss), net of tax | -1,017 | -626 | 2,489 |
Balance at the end of the period | -1,856 | -839 | -213 |
Unrealized holding gains on available-for-sale securities | |||
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | 699 | 1,591 | |
Other comprehensive income (loss) before reclassifications | -491 | -598 | |
Amounts reclassified from accumulated other comprehensive income (loss) | -232 | -294 | |
Total other comprehensive income (loss), net of tax | -723 | -892 | |
Balance at the end of the period | -24 | 699 | |
Fuel hedge | Gains and losses on cash flow hedges | |||
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | 420 | 1,057 | |
Other comprehensive income (loss) before reclassifications | -1,130 | -396 | |
Amounts reclassified from accumulated other comprehensive income (loss) | -187 | -241 | |
Total other comprehensive income (loss), net of tax | -1,317 | -637 | |
Balance at the end of the period | -897 | 420 | |
Interest rate swap agreements | Gains and losses on cash flow hedges | |||
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | -1,958 | -2,861 | |
Other comprehensive income (loss) before reclassifications | -216 | -336 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,239 | 1,239 | |
Total other comprehensive income (loss), net of tax | 1,023 | 903 | |
Balance at the end of the period | ($935) | ($1,958) |
Changes_in_Accumulated_Other_C3
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Operating expenses | $487,841 | $424,865 | $421,424 |
Interest expense, net | 110,505 | 186,701 | 182,607 |
Realized gains (losses) on investments | 371 | 471 | 394 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 209,110 | 10,178 | 68,269 |
Tax benefit (expense) | -89,498 | 994 | -27,463 |
Net income | 125,508 | 5,995 | 41,185 |
Gains and losses on cash flow hedges | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -1,686 | -1,600 | |
Tax benefit (expense) | 634 | 602 | |
Net income | -1,052 | -998 | |
Gains and losses on cash flow hedges | Fuel hedge | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Operating expenses | 300,000 | 386,000 | |
Gains and losses on cash flow hedges | Interest rate swap agreements | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Interest expense, net | -1,986 | -1,986 | |
Unrealized holding gains on available-for-sale securities | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Realized gains (losses) on investments | 371 | 471 | |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 371 | 471 | |
Tax benefit (expense) | -139 | -177 | |
Net income | $232 | $294 |
Equity_Details
Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Feb. 05, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2014 | Aug. 19, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 23, 2014 | |
item | |||||||||
Equity | |||||||||
Shares of common stock issued | 27,500,000 | 17,500,000 | |||||||
Issue price (in dollars per share) | $30.50 | 34 | 33.32 | $34.97 | |||||
Aggregate offering price | $1,112,017,000 | $334,000 | |||||||
Amount of debt held | 1,907,699,000 | 2,038,226,000 | |||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Senior subordinated unsecured notes due 2019 | |||||||||
Equity | |||||||||
Amount used to redeem or repay the debt outstanding | 332,500,000 | ||||||||
Amount of debt held | 607,750,000 | ||||||||
Aggregate principal amount of notes redeemed | 356,500,000 | ||||||||
ABL Facility | |||||||||
Equity | |||||||||
Amount used to redeem or repay the debt outstanding | 16,500,000 | ||||||||
EVHC | |||||||||
Equity | |||||||||
Shares of common stock issued | 27,500,000 | 27,500,000 | |||||||
Aggregate offering price | 1,110,900,000 | 1,025,900,000 | |||||||
Number of votes for each share | 1 | ||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
EVHC | Senior PIK Toggle Notes due 2017 | |||||||||
Equity | |||||||||
Amount used to redeem or repay the debt outstanding | 479,600,000 | ||||||||
EVHC | ABL Facility | |||||||||
Equity | |||||||||
Amount used to redeem or repay the debt outstanding | 16,500,000 | ||||||||
Captive insurance subsidiary | Senior subordinated unsecured notes due 2019 | |||||||||
Equity | |||||||||
Amount of debt held | 5,200,000 | ||||||||
CD&R | |||||||||
Equity | |||||||||
Payment made in connection with the termination of a corporation consulting agreement | 20,000,000 | 20,000,000 | |||||||
CD&R | EVHC | |||||||||
Equity | |||||||||
Payment made in connection with the termination of a corporation consulting agreement | 20,000,000 | 20,000,000 | |||||||
Initial public offering | |||||||||
Equity | |||||||||
Shares of common stock issued | 42,000,000 | ||||||||
Issue price (in dollars per share) | $23 | ||||||||
Initial public offering | EVHC | |||||||||
Equity | |||||||||
Shares of common stock issued | 42,000,000 | ||||||||
Aggregate offering price | 1,110,900,000 | ||||||||
Underwriter overallotment option | |||||||||
Equity | |||||||||
Shares of common stock issued | 4,125,000 | 6,300,000 | |||||||
Aggregate offering price | 1,110,900,000 | ||||||||
Underwriters' discounts and commissions and offering expenses | 85,000,000 | ||||||||
Underwriter overallotment option | EVHC | |||||||||
Equity | |||||||||
Shares of common stock issued | 4,125,000 | 4,125,000 | 6,300,000 | 17,500,000 | |||||
Issue price (in dollars per share) | $30.50 | 34.97 | 34 | $23 | $34.97 | ||||
Aggregate offering price | 1,025,900,000 | ||||||||
Underwriters' discounts and commissions and offering expenses | $85,000,000 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Charges | |||
Incurred | $6,968 | $5,669 | $14,086 |
Paid | -4,274 | -12,335 | |
Accrued restructuring liability | 8,376 | 5,682 | 12,318 |
EmCare | |||
Restructuring Charges | |||
Incurred | 1,036 | 913 | |
Paid | -1,330 | -1,204 | |
Accrued restructuring liability | 188 | 482 | 773 |
Lease & Other Contract Termination Costs | AMR | |||
Restructuring Charges | |||
Incurred | 3,153 | 1,876 | |
Paid | -615 | -6,989 | |
Accrued restructuring liability | 5,547 | 3,009 | 8,122 |
Severance | AMR | |||
Restructuring Charges | |||
Incurred | 2,779 | 2,890 | |
Paid | -2,278 | -3,765 | |
Accrued restructuring liability | 2,641 | 2,140 | 3,015 |
Severance | EVHC | |||
Restructuring Charges | |||
Incurred | 20 | ||
Paid | -51 | -377 | |
Accrued restructuring liability | $51 | $408 |
Retirement_Plans_and_Employee_1
Retirement Plans and Employee Benefits (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | |||
Retirement Plans and Employee Benefits | |||
Number of 401(k) Plans | 2 | ||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 40.00% | ||
Maximum annual employee contribution | $17,500,000 | ||
Employer matching contribution (as a percent) | 50.00% | ||
Maximum percentage of employee's eligible compensation for employer contribution match | 6.00% | ||
Employer contributions | 12,900,000 | 9,300,000 | 12,300,000 |
Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Employer contributions | $2,900,000 | $2,000,000 | $2,500,000 |
Percentage reduction in employee's annual compensation in exchange for employer contribution made to their retirement account | 20.00% | ||
Minimum | Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 1.00% | ||
Maximum | Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 25.00% |
Equity_Based_Compensation_Deta
Equity Based Compensation (Details) (USD $) | 12 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 23, 2014 | Jul. 10, 2014 | Feb. 05, 2014 | Oct. 31, 2012 | Aug. 19, 2013 | |
Equity based compensation | ||||||||
Number of shares granted | 45,370 | |||||||
Compensation charges | $5,109,000 | $4,248,000 | $4,248,000 | |||||
Weighted Average Remaining Life | ||||||||
Market price (in dollars per share) | $33.32 | $34.97 | $34 | $30.50 | ||||
Minimum | ||||||||
Equity based compensation | ||||||||
Number of shares granted | 2,500,000 | |||||||
Stock options | ||||||||
Equity based compensation | ||||||||
Tax benefits realized from stock awards exercised | 46,200,000 | |||||||
Stock options | Class A | ||||||||
Shares | ||||||||
Outstanding at beginning of year (in shares) | 16,322,148 | |||||||
Granted (in shares) | 34,304 | |||||||
Exercised (in shares) | -3,855,797 | |||||||
Forfeited (in shares) | -125,757 | |||||||
Outstanding at end of year (in shares) | 12,374,898 | 16,322,148 | ||||||
Exercisable at end of year (in shares) | 9,625,258 | |||||||
Weighted Average Exercise Price | ||||||||
Outstanding at beginning of year (in dollars per share) | $3.70 | |||||||
Granted (in dollars per share) | $33.25 | |||||||
Exercised (in dollars per share) | $2.64 | |||||||
Forfeited (in dollars per share) | $6.31 | |||||||
Outstanding at end of year (in dollars per share) | $4.10 | $3.70 | ||||||
Exercisable at end of year (in dollars per share) | $3.93 | |||||||
Aggregate Intrinsic Value | ||||||||
Outstanding at beginning of year | 519,325,000 | |||||||
Outstanding at end of year | 378,574,000 | 519,325,000 | ||||||
Exercisable at end of year | 296,038,000 | |||||||
Weighted Average Remaining Life | ||||||||
Outstanding at beginning of year | 6 years 3 months 18 days | 6 years 7 months 6 days | ||||||
Outstanding at end of year | 6 years 3 months 18 days | 6 years 7 months 6 days | ||||||
Exercisable at end of year | 6 years 1 month 6 days | |||||||
Stock options | Key management employees | ||||||||
Equity based compensation | ||||||||
Number of shares granted | 45,370 | |||||||
Stock options | Maximum | ||||||||
Equity based compensation | ||||||||
Tax benefits realized from stock awards exercised | 1,000,000 | 1,000,000 | ||||||
RSUs | Non-employee directors | ||||||||
Equity based compensation | ||||||||
Number of shares granted | 23,623 | 19,004 | ||||||
Weighted Average Remaining Life | ||||||||
Market price (in dollars per share) | $7.39 | $6.64 | ||||||
Stock Compensation Plan | ||||||||
Equity based compensation | ||||||||
Compensation charges | 5,100,000 | 4,200,000 | 4,200,000 | |||||
Stock Compensation Plan | Stock options | Key management employees | ||||||||
Equity based compensation | ||||||||
Strike price (in dollars per share) | $3.69 | |||||||
Strike price before revision (in dollars per share) | $6.88 | |||||||
Stock Compensation Plan | Stock options | Maximum | ||||||||
Equity based compensation | ||||||||
Term of awards | 10 years | |||||||
Omnibus Incentive Plan | ||||||||
Equity based compensation | ||||||||
Shares of Common Stock available for grant | 16,534,218 | 16,708,289 | ||||||
Number of participants, to whom awards granted in calendar year | 0 | |||||||
Omnibus Incentive Plan | Maximum | ||||||||
Equity based compensation | ||||||||
Fair market value of awards granted | $5,000,000 | |||||||
Omnibus Incentive Plan | Performance based awards | ||||||||
Equity based compensation | ||||||||
Number of shares granted | 0 | |||||||
Omnibus Incentive Plan | Performance based awards | Minimum | ||||||||
Equity based compensation | ||||||||
Number of shares granted | 1,500,000 | |||||||
Omnibus Incentive Plan | Stock options | Maximum | ||||||||
Equity based compensation | ||||||||
Term of awards | 10 years |
Equity_Based_Compensation_Deta1
Equity Based Compensation (Details 2) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair value assumptions | |||
Weighted average fair value of the options granted (in dollars per share) | 11.03 | 2.44 | |
Total intrinsic value of awards exercised | 115 | 9.4 | |
Unrecognized compensation expense | 5.1 | ||
Weighted average remaining vesting life | 1 year 1 month 6 days | ||
Stock options | |||
Fair value assumptions | |||
Volatility, minimum (as a percent) | 30.00% | 30.00% | |
Volatility, maximum (as a percent) | 35.00% | 35.00% | |
Volatility (as a percent) | 30.00% | ||
Risk free rate, minimum (as a percent) | 0.33% | 0.67% | 0.20% |
Risk free rate, maximum (as a percent) | 2.17% | 1.56% | 0.82% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected term of options | 5 years | ||
Stock options | Maximum | |||
Fair value assumptions | |||
Expected term of options | 7 years | 5 years | |
Stock options | Minimum | |||
Fair value assumptions | |||
Expected term of options | 6 years 3 months 18 days | 2 years |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies | |||
Rental expense | $45,700,000 | $44,800,000 | $42,900,000 |
Capital Leases | |||
2015 | 519,000 | ||
2016 | 519,000 | ||
2017 | 589,000 | ||
2018 | 19,000 | ||
Total | 1,646,000 | ||
Less imputed interest | -160,000 | ||
Total capital lease obligations | 1,486,000 | ||
Less current portion | -433,000 | ||
Long-term capital lease obligations | 1,053,000 | ||
Operating Leases & Other | |||
2015 | 63,676,000 | ||
2016 | 41,897,000 | ||
2017 | 38,385,000 | ||
2018 | 31,510,000 | ||
2019 | 21,155,000 | ||
Thereafter | 40,716,000 | ||
Total | $237,339,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | 23 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Apr. 15, 2013 | Mar. 10, 2010 | Sep. 12, 2006 | 20-May-11 | Dec. 31, 2014 | Nov. 30, 2013 | |
item | item | ||||||
Commitments and Contingencies | |||||||
Outstanding letters of credit | $132,500,000 | $112,300,000 | |||||
Payment of dissenting shareholder settlement | 13,717,000 | ||||||
Payment of dissenting shareholder settlement | 38,336,000 | ||||||
Merion Capital, L.P | |||||||
Commitments and Contingencies | |||||||
Settlement amount to resolve the claims | 52,100,000 | ||||||
Payment of dissenting shareholder settlement | 13,700,000 | ||||||
Payment of dissenting shareholder settlement | 38,300,000 | ||||||
Legal settlement costs | 8,400,000 | ||||||
Accrued interest included in reserve for unpaid merger consideration | 1,900,000 | ||||||
AMR | Predecessor | |||||||
Commitments and Contingencies | |||||||
Number of lawsuits purporting to be class actions filed | 4 | ||||||
Violation of the federal anti-kickback statute | AMR | |||||||
Commitments and Contingencies | |||||||
Term of CIA | 5 years | ||||||
Violation of the federal anti-kickback statute | AMR | Predecessor | |||||||
Commitments and Contingencies | |||||||
Amount paid for settlement | 9,000,000 | ||||||
Subpoena from the DOJ | AMR | |||||||
Commitments and Contingencies | |||||||
Term of CIA | 5 years | ||||||
Subpoena from the DOJ | AMR | Predecessor | |||||||
Commitments and Contingencies | |||||||
Settlement amount to resolve the claims | 2,700,000 | ||||||
Subpoena from the OIG | EmCare | |||||||
Commitments and Contingencies | |||||||
Number of lawsuits, in which the Company is defendant | 2 | ||||||
Subpoena from New Hampshire Department of Insurance | AMR | |||||||
Commitments and Contingencies | |||||||
Number of motor vehicle accident patients transported by AMR | 150 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Nov. 15, 2008 | Dec. 31, 2013 | |
CD&R | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 27.70% | ||
The Hertz Corporation | |||
Related party transactions | |||
Minimum agreed amount per year to be spend for rental of cars | $460,000 | ||
Term of the corporate account agreement | 1 year | ||
The Hertz Corporation | Maximum | |||
Related party transactions | |||
Amount spent under contract | 1,000,000 | $1,000,000 | |
Condition one | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 50.00% | ||
Condition two | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 40.00% | ||
Percentage of total number of directors comprising the board of directors | 40.00% | ||
Condition two | CD&R | Maximum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 50.00% | ||
Condition three | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 30.00% | ||
Percentage of total number of directors comprising the board of directors | 30.00% | ||
Condition three | CD&R | Maximum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 40.00% | ||
Condition four | CD&R | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 30.00% | ||
Condition four | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 20.00% | ||
Percentage of total number of directors comprising the board of directors | 20.00% | ||
Condition five | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 5.00% | ||
Percentage of total number of directors comprising the board of directors | 5.00% | ||
Condition five | CD&R | Maximum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 20.00% | ||
Additional condition | CD&R | Minimum | |||
Related party transactions | |||
Percentage of outstanding shares of common stock owned | 30.00% |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | $1,363,239,000 | $1,082,283,000 | |
Current liabilities | 576,868,000 | 451,329,000 | |
Income tax benefit included in net losses attributable to noncontrolling interest | 2,300,000 | ||
UHS-EmCare JV | |||
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | 21,427,000 | ||
Current liabilities | 6,748,000 | ||
Cash contributions for working capital requirements | 300,000 | ||
UHS-EmCare JV | EmCare | |||
Variable Interest Entities | |||
Voting control (as a percent) | 50.00% | ||
HCA-EmCare JV | |||
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | 155,041,000 | 88,479,000 | |
Current liabilities | 31,163,000 | 22,005,000 | |
Cash contributions for working capital requirements | $1,000,000 | $3,000,000 | $6,500,000 |
HCA-EmCare JV | EmCare | |||
Variable Interest Entities | |||
Voting control (as a percent) | 50.00% |
Insurance_Details
Insurance (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Discount rate for claims other than general liability claims (as a percent) | 1.50% | |
Non-health and welfare insurance reserves | ||
Accrued Liabilities | $74,212,000 | $73,738,000 |
Insurance reserves | 180,639,000 | 175,427,000 |
Total Liabilities | 254,851,000 | 249,165,000 |
Minimum | ||
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Liability exposure in instances where third-party insurance coverage is obtained | 1,000,000 | |
Maximum | ||
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Liability exposure in instances where third-party insurance coverage is obtained | 3,000,000 | |
Automobile | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 7,469,000 | 7,034,000 |
Insurance reserves | 6,230,000 | 5,779,000 |
Total Liabilities | 13,699,000 | 12,813,000 |
Workers compensation | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 18,299,000 | 21,876,000 |
Insurance reserves | 30,826,000 | 32,097,000 |
Total Liabilities | 49,125,000 | 53,973,000 |
General/Professional liability | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 48,444,000 | 44,828,000 |
Insurance reserves | 143,583,000 | 137,551,000 |
Total Liabilities | $192,027,000 | $182,379,000 |
Insurance_Details_2
Insurance (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes to the entity's estimated losses under self-insured programs | |||
Balance at the beginning of the period | $249,165 | $238,597 | $247,872 |
Expense for current period reserves | 62,836 | 74,501 | 77,003 |
Unfavorable (favorable) changes to prior reserves | 7,539 | 9,141 | -2,480 |
Changes in losses covered by commercial insurance programs | 17,532 | -9,185 | |
Increase in reserves from acquisitions | 18,217 | ||
Payments for claims | -100,438 | -73,074 | -74,613 |
Balance at the end of the period | 254,851 | 249,165 | 238,597 |
Discount factor | 7,045 | 8,418 | 8,485 |
Undiscounted reserve, end of period | 261,896 | 257,583 | 247,082 |
Expected future claim payments relating to non-health and welfare insurance reserves | |||
2015 | 74,212 | ||
2016 | 58,942 | ||
2017 | 41,294 | ||
2018 | 28,497 | ||
2019 | 16,915 | ||
Thereafter | 34,991 | ||
Total | $254,851 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
item | |||||||||||
Segment Information | |||||||||||
Number of separately managed business units | 2 | ||||||||||
Segment Information | |||||||||||
Net revenue | $1,157,777 | $1,150,329 | $1,075,327 | $1,014,211 | $984,845 | $955,888 | $899,255 | $888,324 | $4,397,644 | $3,728,312 | $3,300,121 |
Income from operations | 113,128 | 113,901 | 93,139 | 68,318 | 84,687 | 63,503 | 65,703 | 62,862 | 388,486 | 276,755 | 256,742 |
Adjusted EBITDA | 556,224 | 445,705 | 404,452 | ||||||||
Goodwill | 2,538,633 | 2,435,670 | 2,538,633 | 2,435,670 | 2,413,632 | ||||||
Intangible assets, net | 524,482 | 513,698 | 524,482 | 513,698 | |||||||
Total identifiable assets | 4,703,753 | 4,300,017 | 4,703,753 | 4,300,017 | |||||||
Capital expenditures | 78,046 | 65,879 | 60,215 | ||||||||
Segment | |||||||||||
Segment Information | |||||||||||
Net revenue | 4,397,644 | 3,728,312 | 3,300,121 | ||||||||
Income from operations | 388,486 | 276,828 | 256,941 | ||||||||
Adjusted EBITDA | 556,224 | 445,778 | 404,651 | ||||||||
Goodwill | 2,538,633 | 2,435,670 | 2,538,633 | 2,435,670 | 2,413,632 | ||||||
Intangible assets, net | 524,482 | 513,698 | 524,482 | 513,698 | 564,218 | ||||||
Total identifiable assets | 4,500,450 | 4,139,323 | 4,500,450 | 4,139,323 | 4,013,513 | ||||||
Capital expenditures | 71,940 | 59,664 | 54,917 | ||||||||
Segment | Facility-Based Physician Services | |||||||||||
Segment Information | |||||||||||
Net revenue | 2,842,458 | 2,358,787 | 1,915,148 | ||||||||
Income from operations | 282,495 | 219,842 | 199,300 | ||||||||
Adjusted EBITDA | 363,333 | 294,033 | 260,657 | ||||||||
Goodwill | 1,679,495 | 1,574,882 | 1,679,495 | 1,574,882 | 1,555,924 | ||||||
Intangible assets, net | 365,094 | 370,897 | 365,094 | 370,897 | 407,184 | ||||||
Total identifiable assets | 2,884,250 | 2,624,161 | 2,884,250 | 2,624,161 | 2,468,605 | ||||||
Capital expenditures | 15,480 | 8,215 | 12,229 | ||||||||
Segment | Healthcare Transportation Services | |||||||||||
Segment Information | |||||||||||
Net revenue | 1,555,186 | 1,369,525 | 1,384,973 | ||||||||
Income from operations | 105,991 | 56,986 | 57,641 | ||||||||
Adjusted EBITDA | 192,891 | 151,745 | 143,994 | ||||||||
Goodwill | 859,138 | 860,788 | 859,138 | 860,788 | 857,708 | ||||||
Intangible assets, net | 159,388 | 142,801 | 159,388 | 142,801 | 157,034 | ||||||
Total identifiable assets | 1,616,200 | 1,515,162 | 1,616,200 | 1,515,162 | 1,544,908 | ||||||
Capital expenditures | $56,460 | $51,449 | $42,688 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of net income (loss) to Adjusted EBITDA | |||||||||||
Net income (loss) | $47,490 | $52,843 | ($1,992) | $21,525 | $13,408 | ($7,663) | $9,597 | ($3,847) | $119,866 | $11,495 | $41,185 |
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 110,505 | 186,701 | 182,607 | ||||||||
Income tax expense (benefit) | 89,498 | -994 | 27,463 | ||||||||
Loss on early debt extinguishment | 66,397 | 68,379 | 8,307 | ||||||||
Realized (losses) gains on investments | -371 | -471 | -394 | ||||||||
Equity in earnings of unconsolidated subsidiary | -254 | -323 | -379 | ||||||||
Other expense (income), net | 3,980 | 12,760 | -1,422 | ||||||||
Income from operations | 113,128 | 113,901 | 93,139 | 68,318 | 84,687 | 63,503 | 65,703 | 62,862 | 388,486 | 276,755 | 256,742 |
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Net loss (income) attributable to noncontrolling interest | -5,642 | 5,500 | |||||||||
Interest income from restricted assets | -1,135 | -792 | -625 | ||||||||
Equity-based compensation expense | 5,109 | 4,248 | 4,248 | ||||||||
Adjusted EBITDA | 556,224 | 445,705 | 404,452 | ||||||||
Segment | |||||||||||
Reconciliation of net income (loss) to Adjusted EBITDA | |||||||||||
Net income (loss) | 119,866 | 11,495 | 41,185 | ||||||||
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 110,505 | 186,701 | 182,607 | ||||||||
Income tax expense (benefit) | 89,498 | -994 | 27,463 | ||||||||
Loss on early debt extinguishment | 66,397 | 68,379 | 8,307 | ||||||||
Realized (losses) gains on investments | -371 | -471 | -394 | ||||||||
Interest income from restricted assets | -1,135 | -792 | -625 | ||||||||
Equity in earnings of unconsolidated subsidiary | -254 | -323 | -379 | ||||||||
Other expense (income), net | 3,980 | 12,760 | -1,422 | ||||||||
Income from operations | 388,486 | 276,828 | 256,941 | ||||||||
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Net loss (income) attributable to noncontrolling interest | 5,642 | -5,500 | |||||||||
Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes | 2,259 | ||||||||||
Interest income from restricted assets | 1,135 | 792 | 625 | ||||||||
Equity-based compensation expense | 5,109 | 4,248 | 4,248 | ||||||||
Transaction costs | 4,988 | 4,988 | |||||||||
Related party management fees | 23,109 | 5,000 | |||||||||
Adjusted EBITDA | 556,224 | 445,778 | 404,651 | ||||||||
EVHC. | |||||||||||
Add-back of operating expense (income): | |||||||||||
Corporate operating expense | ($73) | ($199) |
Segment_Information_Details_3
Segment Information (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Total identifiable assets | $4,703,753 | $4,300,017 | |
Capital expenditures | 78,046 | 65,879 | 60,215 |
Segment | |||
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Total identifiable assets | 4,500,450 | 4,139,323 | 4,013,513 |
Capital expenditures | 71,940 | 59,664 | 54,917 |
EVHC. | |||
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Cash | 167,345 | 133,792 | |
Other assets | 35,958 | 26,902 | |
Capital expenditures | $6,106 | $6,215 | $5,298 |
Segment_Information_Details_4
Segment Information (Details 4) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | |||
Employees currently in the process of negotiations or who will be subject to negotiation in 2015 | Collective Bargaining Agreements | AMR | |||
Collective Bargaining Agreements | |||
Percentage of concentration risk | 43.00% | ||
Number of collective bargaining agreements | 42 | ||
Number of operational locations | 23 | ||
Number of employees subject to collective bargaining agreements | 3,150 | ||
Employees who will be subject to negotiations in 2016 | Collective Bargaining Agreements | AMR | |||
Collective Bargaining Agreements | |||
Number of collective bargaining agreements | 9 | ||
Number of employees subject to collective bargaining agreements | 1,800 | ||
Total net revenue | Customer concentration risk | Hospital Corporation of America | |||
Collective Bargaining Agreements | |||
Percentage of concentration risk | 27.50% | 21.70% | 14.90% |
Numberof customers that represent a concentration risk | 1 |
Valuation_and_Qualifying_Accou2
Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Contractual Discounts | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | $2,002,704 | $1,619,488 | $1,254,452 |
Additions | 11,255,851 | 8,607,966 | 7,169,942 |
Reductions | -10,457,703 | -8,224,750 | -6,804,906 |
Balance at the end of the period | 2,800,852 | 2,002,704 | 1,619,488 |
Allowance for Uncompensated Care | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | 1,038,833 | 841,754 | 655,419 |
Additions | 3,487,309 | 3,043,210 | 2,534,511 |
Reductions | -3,298,343 | -2,846,131 | -2,348,176 |
Balance at the end of the period | 1,227,799 | 1,038,833 | 841,754 |
Total Accounts Receivable Allowances | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | 3,041,537 | 2,461,242 | 1,909,871 |
Additions | 14,743,160 | 11,651,176 | 9,704,453 |
Reductions | -13,756,046 | -11,070,881 | -9,153,082 |
Balance at the end of the period | $4,028,651 | $3,041,537 | $2,461,242 |
Consolidating_Financial_Inform2
Consolidating Financial Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $318,895 | $204,712 | $57,832 | $134,023 |
Insurance collateral | 32,828 | 29,619 | ||
Trade and other accounts receivable, net | 950,115 | 801,146 | ||
Parts and supplies inventory | 24,484 | 23,376 | ||
Prepaids and other current assets | 36,917 | 23,430 | ||
Total current assets | 1,363,239 | 1,082,283 | ||
Property, plant, and equipment, net | 211,276 | 194,715 | ||
Intangible assets, net | 524,482 | 513,698 | ||
Insurance collateral | 10,568 | 12,716 | ||
Goodwill | 2,538,633 | 2,435,670 | 2,413,632 | |
Other long-term assets | 55,555 | 60,935 | ||
Total assets | 4,703,753 | 4,300,017 | ||
Current liabilities: | ||||
Accounts payable | 47,584 | 52,588 | ||
Accrued liabilities | 412,657 | 350,936 | ||
Current deferred tax liabilities | 104,278 | 35,487 | ||
Current portion of long-term debt and capital lease obligations | 12,349 | 12,318 | ||
Total current liabilities | 576,868 | 451,329 | ||
Long-term debt and capital lease obligations | 2,025,877 | 1,895,381 | ||
Long-term deferred tax liabilities | 130,963 | 151,130 | ||
Insurance reserves | 180,639 | 175,427 | ||
Other long-term liabilities | 20,365 | 16,997 | ||
Total liabilities | 2,934,712 | 2,690,264 | ||
Equity: | ||||
Common stock | 1,837 | 1,804 | ||
Preferred stock | ||||
Additional paid-in capital | 1,616,747 | 1,575,417 | ||
Retained earnings | 143,849 | 18,341 | ||
Accumulated other comprehensive income (loss) | -1,856 | -839 | -213 | |
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,594,723 | ||
Noncontrolling interest | 8,464 | 15,030 | ||
Total equity | 1,769,041 | 1,609,753 | 544,687 | 913,490 |
Total liabilities and equity | 4,703,753 | 4,300,017 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Prepaids and other current assets | -5,019 | -27,355 | ||
Total current assets | -5,019 | -27,355 | ||
Long-term deferred tax assets | -145 | -128 | ||
Investment in wholly owned subsidiary | -1,756,407 | -1,486,129 | ||
Total assets | -1,761,571 | -1,513,612 | ||
Current liabilities: | ||||
Accrued liabilities | -3,650 | -7,043 | ||
Current deferred tax liabilities | -1,369 | -20,312 | ||
Total current liabilities | -5,019 | -27,355 | ||
Long-term deferred tax liabilities | -145 | -128 | ||
Total liabilities | -5,164 | -27,483 | ||
Equity: | ||||
Additional paid-in capital | -1,544,222 | -1,402,861 | ||
Retained earnings | -214,041 | -84,107 | ||
Accumulated other comprehensive income (loss) | 1,856 | 839 | ||
Total Envision Healthcare Holdings, Inc. equity | -1,756,407 | -1,486,129 | ||
Total equity | -1,756,407 | -1,486,129 | ||
Total liabilities and equity | -1,761,571 | -1,513,612 | ||
EVHC (excluding Corporation) | ||||
Current assets: | ||||
Cash and cash equivalents | 5 | 81,722 | 281 | |
EVHC (excluding Corporation) | Reportable legal entity | ||||
Current assets: | ||||
Cash and cash equivalents | 5 | 81,722 | ||
Prepaids and other current assets | 5,019 | 26,860 | ||
Total current assets | 5,024 | 108,582 | ||
Long-term deferred tax assets | 145 | 128 | ||
Investment in wholly owned subsidiary | 1,756,407 | 1,486,129 | ||
Total assets | 1,761,576 | 1,594,839 | ||
Current liabilities: | ||||
Accounts payable | 999 | 116 | ||
Total current liabilities | 999 | 116 | ||
Total liabilities | 999 | 116 | ||
Equity: | ||||
Common stock | 1,837 | 1,804 | ||
Additional paid-in capital | 1,616,747 | 1,575,417 | ||
Retained earnings | 143,849 | 18,341 | ||
Accumulated other comprehensive income (loss) | -1,856 | -839 | ||
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,594,723 | ||
Total equity | 1,760,577 | 1,594,723 | ||
Total liabilities and equity | 1,761,576 | 1,594,839 | ||
Corporation and Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 318,890 | 122,990 | 57,551 | 134,023 |
Corporation and Subsidiaries | Reportable legal entity | ||||
Current assets: | ||||
Cash and cash equivalents | 318,890 | 122,990 | ||
Insurance collateral | 32,828 | 29,619 | ||
Trade and other accounts receivable, net | 950,115 | 801,146 | ||
Parts and supplies inventory | 24,484 | 23,376 | ||
Prepaids and other current assets | 36,917 | 23,925 | ||
Total current assets | 1,363,234 | 1,001,056 | ||
Property, plant, and equipment, net | 211,276 | 194,715 | ||
Intangible assets, net | 524,482 | 513,698 | ||
Insurance collateral | 10,568 | 12,716 | ||
Goodwill | 2,538,633 | 2,435,670 | ||
Other long-term assets | 55,555 | 60,935 | ||
Total assets | 4,703,748 | 4,218,790 | ||
Current liabilities: | ||||
Accounts payable | 46,585 | 52,472 | ||
Accrued liabilities | 416,307 | 357,979 | ||
Current deferred tax liabilities | 105,647 | 55,799 | ||
Current portion of long-term debt and capital lease obligations | 12,349 | 12,318 | ||
Total current liabilities | 580,888 | 478,568 | ||
Long-term debt and capital lease obligations | 2,025,877 | 1,895,381 | ||
Long-term deferred tax liabilities | 131,108 | 151,258 | ||
Insurance reserves | 180,639 | 175,427 | ||
Other long-term liabilities | 20,365 | 16,997 | ||
Total liabilities | 2,938,877 | 2,717,631 | ||
Equity: | ||||
Additional paid-in capital | 1,544,222 | 1,402,861 | ||
Retained earnings | 214,041 | 84,107 | ||
Accumulated other comprehensive income (loss) | -1,856 | -839 | ||
Total Envision Healthcare Holdings, Inc. equity | 1,756,407 | 1,486,129 | ||
Noncontrolling interest | 8,464 | 15,030 | ||
Total equity | 1,764,871 | 1,501,159 | ||
Total liabilities and equity | $4,703,748 | $4,218,790 |
Consolidating_Financial_Inform3
Consolidating Financial Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidating Statements of Operations | |||||||||||
Net revenue | $1,157,777 | $1,150,329 | $1,075,327 | $1,014,211 | $984,845 | $955,888 | $899,255 | $888,324 | $4,397,644 | $3,728,312 | $3,300,121 |
Compensation and benefits | 3,156,480 | 2,667,439 | 2,307,628 | ||||||||
Operating expenses | 487,841 | 424,865 | 421,424 | ||||||||
Insurance expense | 120,983 | 106,293 | 97,950 | ||||||||
Selling, general and administrative expenses | 90,731 | 106,659 | 78,540 | ||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Income from operations | 113,128 | 113,901 | 93,139 | 68,318 | 84,687 | 63,503 | 65,703 | 62,862 | 388,486 | 276,755 | 256,742 |
Interest income from restricted assets | 1,135 | 792 | 625 | ||||||||
Interest expense, net | -110,505 | -186,701 | -182,607 | ||||||||
Realized gains (losses) on investments | 371 | 471 | 394 | ||||||||
Other income (expense), net | -3,980 | -12,760 | 1,422 | ||||||||
Loss on early debt extinguishment | -66,397 | -68,379 | -8,307 | ||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 209,110 | 10,178 | 68,269 | ||||||||
Income tax benefit (expense) | -89,498 | 994 | -27,463 | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | 119,612 | 11,172 | 40,806 | ||||||||
Equity in earnings of unconsolidated subsidiary | 254 | 323 | 379 | ||||||||
Net income (loss) | 47,490 | 52,843 | -1,992 | 21,525 | 13,408 | -7,663 | 9,597 | -3,847 | 119,866 | 11,495 | 41,185 |
Less: Net (income) loss attributable to noncontrolling interest | 5,642 | -5,500 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 49,899 | 52,776 | -1,992 | 24,825 | 7,908 | -7,663 | 9,597 | -3,847 | 125,508 | 5,995 | 41,185 |
Consolidating Adjustments | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Equity in earnings of unconsolidated subsidiary | -129,934 | -48,273 | -48,459 | ||||||||
Net income (loss) | -129,934 | -48,273 | -48,459 | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -129,934 | -48,273 | -48,459 | ||||||||
EVHC (excluding Corporation) | Reportable legal entity | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Operating expenses | 70 | ||||||||||
Selling, general and administrative expenses | 3 | 199 | |||||||||
Income from operations | -73 | -199 | |||||||||
Interest expense, net | -30,567 | -11,462 | |||||||||
Other income (expense), net | -4,153 | ||||||||||
Loss on early debt extinguishment | -29,519 | ||||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -4,153 | -60,159 | -11,661 | ||||||||
Income tax benefit (expense) | -273 | 17,881 | 4,387 | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | -4,426 | -42,278 | -7,274 | ||||||||
Equity in earnings of unconsolidated subsidiary | 129,934 | 48,273 | 48,459 | ||||||||
Net income (loss) | 125,508 | 5,995 | 41,185 | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 125,508 | 5,995 | 41,185 | ||||||||
Corporation and Subsidiaries | Reportable legal entity | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Net revenue | 4,397,644 | 3,728,312 | 3,300,121 | ||||||||
Compensation and benefits | 3,156,480 | 2,667,439 | 2,307,628 | ||||||||
Operating expenses | 487,841 | 424,795 | 421,424 | ||||||||
Insurance expense | 120,983 | 106,293 | 97,950 | ||||||||
Selling, general and administrative expenses | 90,731 | 106,656 | 78,341 | ||||||||
Depreciation and amortization expense | 146,155 | 140,632 | 123,751 | ||||||||
Restructuring charges | 6,968 | 5,669 | 14,086 | ||||||||
Income from operations | 388,486 | 276,828 | 256,941 | ||||||||
Interest income from restricted assets | 1,135 | 792 | 625 | ||||||||
Interest expense, net | -110,505 | -156,134 | -171,145 | ||||||||
Realized gains (losses) on investments | 371 | 471 | 394 | ||||||||
Other income (expense), net | 173 | -12,760 | 1,422 | ||||||||
Loss on early debt extinguishment | -66,397 | -38,860 | -8,307 | ||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 213,263 | 70,337 | 79,930 | ||||||||
Income tax benefit (expense) | -89,225 | -16,887 | -31,850 | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | 124,038 | 53,450 | 48,080 | ||||||||
Equity in earnings of unconsolidated subsidiary | 254 | 323 | 379 | ||||||||
Net income (loss) | 124,292 | 53,773 | 48,459 | ||||||||
Less: Net (income) loss attributable to noncontrolling interest | 5,642 | -5,500 | |||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $129,934 | $48,273 | $48,459 |
Consolidating_Financial_Inform4
Consolidating Financial Information (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | $274,048 | $54,115 | $216,435 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | -79,751 | -3,156 | -39,035 |
Sales and maturities of available-for-sale securities | 62,673 | 14,096 | 96,643 |
Purchase of property, plant and equipment | -78,046 | -65,879 | -60,215 |
Proceeds from sale of property, plant and equipment | 2,444 | 744 | 7,220 |
Acquisition of businesses, net of cash received | -181,642 | -35,098 | -193,002 |
Net change in insurance collateral | 481 | -7,235 | 34,332 |
Other investing activities | -2,977 | -2,069 | 14 |
Net cash provided by (used in) investing activities | -276,818 | -98,597 | -154,043 |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,112,017 | 334 | |
Borrowings under the Term Loan | 150,000 | ||
Borrowings under the ABL Facility | 50,000 | 345,440 | 130,000 |
Proceeds from issuance of senior notes | 740,625 | 450,000 | |
Repayments of the Term Loan | -13,372 | -13,371 | -262,884 |
Repayments of the ABL Facility | -50,000 | -470,440 | -5,000 |
Repayments of PIK Notes and senior notes | -607,750 | -777,250 | -15,000 |
Payment for debt extinguishment premiums | -37,630 | -39,402 | |
Dividend paid | -428,782 | ||
Debt issuance costs | -2,224 | -5,011 | -21,219 |
Proceeds from stock options exercised | 7,730 | ||
Equity issuance costs | -65,131 | ||
Excess tax benefits from equity-based compensation | 44,550 | 62 | 873 |
Class A common stock repurchased as treasury stock | -511 | ||
Shares repurchased for tax withholdings | -14,430 | ||
Contributions from (Distributions to) noncontrolling interest, net | -924 | 3,000 | 6,530 |
Payment of dissenting shareholder settlement | -38,336 | ||
Net change in bank overdrafts | -10,146 | 7,808 | |
Other financing activities | 378 | -70 | -732 |
Net cash provided by (used in) financing activities | 116,953 | 191,362 | -138,583 |
Change in cash and cash equivalents | 114,183 | 146,880 | -76,191 |
Cash and cash equivalents, beginning of period | 204,712 | 57,832 | 134,023 |
Cash and cash equivalents, end of period | 318,895 | 204,712 | 57,832 |
EVHC (excluding Corporation) | |||
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | 17,057 | -33,425 | 187 |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,110,900 | ||
Proceeds from issuance of senior notes | 450,000 | ||
Repayments of PIK Notes and senior notes | -450,000 | ||
Payment for debt extinguishment premiums | -12,386 | ||
Dividend paid | 20,813 | -428,782 | |
Debt issuance costs | -4 | -21,124 | |
Equity issuance costs | -65,131 | ||
Net intercompany borrowings (payments) | -98,774 | -489,326 | |
Net cash provided by (used in) financing activities | -98,774 | 114,866 | 94 |
Change in cash and cash equivalents | -81,717 | 81,441 | 281 |
Cash and cash equivalents, beginning of period | 81,722 | 281 | |
Cash and cash equivalents, end of period | 5 | 81,722 | 281 |
Corporation and Subsidiaries | |||
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | 256,991 | 87,540 | 216,248 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | -79,751 | -3,156 | -39,035 |
Sales and maturities of available-for-sale securities | 62,673 | 14,096 | 96,643 |
Purchase of property, plant and equipment | -78,046 | -65,879 | -60,215 |
Proceeds from sale of property, plant and equipment | 2,444 | 744 | 7,220 |
Acquisition of businesses, net of cash received | -181,642 | -35,098 | -193,002 |
Net change in insurance collateral | 481 | -7,235 | 34,332 |
Other investing activities | -2,977 | -2,069 | 14 |
Net cash provided by (used in) investing activities | -276,818 | -98,597 | -154,043 |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,117 | 334 | |
Borrowings under the Term Loan | 150,000 | ||
Borrowings under the ABL Facility | 50,000 | 345,440 | 130,000 |
Proceeds from issuance of senior notes | 740,625 | ||
Repayments of the Term Loan | -13,372 | -13,371 | -262,884 |
Repayments of the ABL Facility | -50,000 | -470,440 | -5,000 |
Repayments of PIK Notes and senior notes | -607,750 | -327,250 | -15,000 |
Payment for debt extinguishment premiums | -37,630 | -27,016 | |
Dividend paid | -20,813 | ||
Debt issuance costs | -2,224 | -5,007 | -95 |
Proceeds from stock options exercised | 7,730 | ||
Excess tax benefits from equity-based compensation | 44,550 | 62 | 873 |
Class A common stock repurchased as treasury stock | -511 | ||
Shares repurchased for tax withholdings | -14,430 | ||
Contributions from (Distributions to) noncontrolling interest, net | -924 | 3,000 | 6,530 |
Payment of dissenting shareholder settlement | -38,336 | ||
Net change in bank overdrafts | -10,146 | 7,808 | |
Other financing activities | 378 | -70 | -732 |
Net intercompany borrowings (payments) | 98,774 | 489,326 | |
Net cash provided by (used in) financing activities | 215,727 | 76,496 | -138,677 |
Change in cash and cash equivalents | 195,900 | 65,439 | -76,472 |
Cash and cash equivalents, beginning of period | 122,990 | 57,551 | 134,023 |
Cash and cash equivalents, end of period | $318,890 | $122,990 | $57,551 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information (unaudited) | |||||||||||
Net revenue | $1,157,777 | $1,150,329 | $1,075,327 | $1,014,211 | $984,845 | $955,888 | $899,255 | $888,324 | $4,397,644 | $3,728,312 | $3,300,121 |
Income from operations | 113,128 | 113,901 | 93,139 | 68,318 | 84,687 | 63,503 | 65,703 | 62,862 | 388,486 | 276,755 | 256,742 |
Net income (loss) | 47,490 | 52,843 | -1,992 | 21,525 | 13,408 | -7,663 | 9,597 | -3,847 | 119,866 | 11,495 | 41,185 |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $49,899 | $52,776 | ($1,992) | $24,825 | $7,908 | ($7,663) | $9,597 | ($3,847) | $125,508 | $5,995 | $41,185 |
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic (in dollars per share) | $0.27 | $0.29 | ($0.01) | $0.14 | $0.04 | ($0.05) | $0.07 | ($0.03) | $0.69 | $0.04 | $0.32 |
Diluted (in dollars per share) | $0.26 | $0.28 | ($0.01) | $0.13 | $0.04 | ($0.05) | $0.07 | ($0.03) | $0.66 | $0.04 | $0.31 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Feb. 28, 2015 | Feb. 01, 2015 | Dec. 31, 2014 |
ABL Facility | |||
Subsequent events | |||
Available borrowing capacity | $337.70 | ||
Subsequent Event | ABL Facility | |||
Subsequent events | |||
Available borrowing capacity | 144.4 | ||
Subsequent Event | ABL Facility | Letter of Credit | |||
Subsequent events | |||
Available borrowing capacity | 120.6 | ||
Subsequent Event | EMA and SEA | |||
Subsequent events | |||
Total consideration of acquisitions paid in cash | 380 | ||
Subsequent Event | EMA | |||
Subsequent events | |||
Number of Health Care Facilities | 47 | ||
Subsequent Event | SEA | |||
Subsequent events | |||
Number of Physicians Employed | 40 | ||
Subsequent Event | VISTA Staffing Solutions | |||
Subsequent events | |||
Total consideration of acquisitions paid in cash | $123 |
Schedule_II_Registrants_Conden1
Schedule II - Registrant's Condensed Financial Statements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 19, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | |||||
Current assets: | |||||
Cash and cash equivalents | $318,895 | $204,712 | $57,832 | $134,023 | |
Prepaids and other current assets | 36,917 | 23,430 | |||
Total current assets | 1,363,239 | 1,082,283 | |||
Non-current assets: | |||||
Other long-term assets | 55,555 | 60,935 | |||
Total assets | 4,703,753 | 4,300,017 | |||
Current liabilities: | |||||
Accounts payable | 47,584 | 52,588 | |||
Accrued liabilities | 412,657 | 350,936 | |||
Total current liabilities | 576,868 | 451,329 | |||
Long-term debt | 2,025,877 | 1,895,381 | |||
Total liabilities | 2,934,712 | 2,690,264 | |||
Equity: | |||||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 183,679,113 and 180,382,885 issued and outstanding at December 31, 2014 and 2013, respectively) | 1,837 | 1,804 | |||
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding at December 31, 2014 and 2013) | |||||
Additional paid-in capital | 1,616,747 | 1,575,417 | |||
Retained earnings | 143,849 | 18,341 | |||
Accumulated other comprehensive income | -1,856 | -839 | -213 | ||
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,594,723 | |||
Total liabilities and equity | 4,703,753 | 4,300,017 | |||
Common stock, par value (in dollars per share) | ($0.01) | ($0.01) | $0.01 | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||
Common stock, shares issued | 183,679,113 | 180,382,885 | |||
Common stock, shares outstanding | 183,679,113 | 180,382,885 | |||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | |||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
EVHC | |||||
Current assets: | |||||
Cash and cash equivalents | 5 | 81,722 | 281 | ||
Prepaids and other current assets | 5,019 | 26,860 | |||
Total current assets | 5,024 | 108,582 | |||
Non-current assets: | |||||
Investment in wholly owned subsidiary | 1,756,407 | 1,486,129 | |||
Long-term deferred tax asset | 145 | 128 | |||
Total assets | 1,761,576 | 1,594,839 | |||
Current liabilities: | |||||
Accounts payable | 999 | 116 | |||
Total current liabilities | 999 | 116 | |||
Total liabilities | 999 | 116 | |||
Equity: | |||||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 183,679,113 and 180,382,885 issued and outstanding at December 31, 2014 and 2013, respectively) | 1,837 | 1,804 | |||
Additional paid-in capital | 1,616,747 | 1,575,417 | |||
Retained earnings | 143,849 | 18,341 | |||
Accumulated other comprehensive income | -1,856 | -839 | |||
Total Envision Healthcare Holdings, Inc. equity | 1,760,577 | 1,594,723 | |||
Total liabilities and equity | $1,761,576 | $1,594,839 | |||
Common stock, par value (in dollars per share) | ($0.01) | ($0.01) | |||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||
Common stock, shares issued | 183,679,113 | 180,382,885 | |||
Common stock, shares outstanding | 183,679,113 | 180,382,885 | |||
Preferred stock, par value (in dollars per share) | ($0.01) | ($0.01) | |||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 |
Schedule_II_Registrants_Conden2
Schedule II - Registrant's Condensed Financial Statements (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Registrant's Condensed Financial Statements | |||
Equity in net income of subsidiary | ($254) | ($323) | ($379) |
Operating expenses | 487,841 | 424,865 | 421,424 |
Selling, general and administrative expenses | 90,731 | 106,659 | 78,540 |
Interest expense | 110,505 | 186,701 | 182,607 |
Other income (expense), net | -3,980 | -12,760 | 1,422 |
Loss on early debt extinguishment | -66,397 | -68,379 | -8,307 |
Tax benefit (expense) | -89,498 | 994 | -27,463 |
Net income | 125,508 | 5,995 | 41,185 |
Other comprehensive income, net of tax | -1,017 | -626 | 2,489 |
Comprehensive income (loss) | 118,849 | 10,869 | 43,674 |
EVHC | |||
Registrant's Condensed Financial Statements | |||
Equity in net income of subsidiary | 124,292 | 48,942 | |
Operating expenses | 70 | ||
Selling, general and administrative expenses | 3 | ||
Interest expense | 30,567 | ||
Other income (expense), net | 4,153 | ||
Loss on early debt extinguishment | 29,519 | ||
(Loss) Income before income taxes | 120,139 | -11,217 | |
Tax benefit (expense) | -273 | 22,712 | |
Net income | 119,866 | 11,495 | |
Other comprehensive income, net of tax | -1,017 | -626 | |
Comprehensive income (loss) | $118,849 | $10,869 |
Schedule_II_Registrants_Conden3
Schedule II - Registrant's Condensed Financial Statements (Details 3) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 19, 2013 |
Cash Flows from Operating Activities | ||||
Net income (loss) | $125,508 | $5,995 | $41,185 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Equity in net income of subsidiary | -254 | -323 | -379 | |
Depreciation and amortization | 155,629 | 158,588 | 141,015 | |
Loss on early debt extinguishment | -66,397 | -68,379 | -8,307 | |
Deferred income taxes | 44,651 | 2,416 | 31,932 | |
Net cash provided by (used in) operating activities | 274,048 | 54,115 | 216,435 | |
Cash Flows from Investing Activities | ||||
Net cash provided by (used in) investing activities | -276,818 | -98,597 | -154,043 | |
Cash Flows from Financing Activities | ||||
Issuance of common stock | 1,112,017 | 334 | ||
Repayments of PIK Notes and senior notes | -607,750 | -777,250 | -15,000 | |
Payment for debt extinguishment premiums | -37,630 | -39,402 | ||
Equity issuance costs | -65,131 | |||
Debt issue costs | -2,224 | -5,011 | -21,219 | |
Net cash provided by (used in) financing activities | 116,953 | 191,362 | -138,583 | |
Change in cash and cash equivalents | 114,183 | 146,880 | -76,191 | |
Cash and cash equivalents, beginning of period | 204,712 | 57,832 | 134,023 | |
Cash and cash equivalents, end of period | 318,895 | 204,712 | 57,832 | |
EVHC | ||||
Cash Flows from Operating Activities | ||||
Net income (loss) | 119,866 | 11,495 | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Equity in net income of subsidiary | 124,292 | 48,942 | ||
Depreciation and amortization | 2,817 | |||
Loss on early debt extinguishment | 29,519 | |||
Deferred income taxes | 18,926 | -25,184 | ||
Changes in operating assets/liabilities | 2,557 | -3,130 | ||
Net cash provided by (used in) operating activities | 17,057 | -33,425 | ||
Cash Flows from Financing Activities | ||||
Issuance of common stock | 1,110,900 | 1,025,900 | ||
Repayments of PIK Notes and senior notes | -450,000 | |||
Payment for debt extinguishment premiums | -12,386 | |||
Distribution to Corporation | -98,774 | -489,326 | ||
Dividend received | 20,813 | |||
Equity issuance costs | -65,131 | |||
Debt issue costs | -4 | |||
Net cash provided by (used in) financing activities | -98,774 | 114,866 | ||
Change in cash and cash equivalents | -81,717 | 81,441 | ||
Cash and cash equivalents, beginning of period | 81,722 | 281 | ||
Cash and cash equivalents, end of period | $5 | $81,722 |
Schedule_II_Registrants_Conden4
Schedule II - Registrant's Condensed Financial Statements (Details 4) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Oct. 01, 2012 | |
Registrant's Condensed Financial Statements | |||||
Loss on early debt extinguishment | ($66,397,000) | ($68,379,000) | ($8,307,000) | ||
Senior PIK Toggle Notes due 2017 | |||||
Registrant's Condensed Financial Statements | |||||
Face amount of debt | 450,000,000 | ||||
Repayments of debt and capital lease obligations | 17,200,000 | ||||
Loss on early debt extinguishment | -29,500,000 | ||||
EVHC | |||||
Registrant's Condensed Financial Statements | |||||
Loss on early debt extinguishment | 29,519,000 | ||||
EVHC | Senior PIK Toggle Notes due 2017 | |||||
Registrant's Condensed Financial Statements | |||||
Face amount of debt | 450,000,000 | ||||
Redemption price (as a percent) | 102.75% | ||||
Repayments of debt and capital lease obligations | 17,200,000 | ||||
Loss on early debt extinguishment | $29,500,000 |
Schedule_II_Registrants_Conden5
Schedule II - Registrant's Condensed Financial Statements (Details 5) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Feb. 05, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2013 | Aug. 19, 2013 | Jul. 10, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 23, 2014 | Jun. 18, 2014 | |
item | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 27,500,000 | 17,500,000 | |||||||||
Issue price (in dollars per share) | $30.50 | 34 | 33.32 | $34.97 | |||||||
Aggregate offering price | $1,112,017,000 | $334,000 | |||||||||
Amount of debt held | 1,907,699,000 | 2,038,226,000 | |||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
ABL Facility | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 16,500,000 | ||||||||||
Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Principal amount of debt redeemed | 332,500,000 | ||||||||||
CD&R | |||||||||||
Consolidating Statements | |||||||||||
Payment made in connection with the termination of a corporation consulting agreement | 20,000,000 | 20,000,000 | |||||||||
Initial public offering | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 42,000,000 | ||||||||||
Issue price (in dollars per share) | $23 | ||||||||||
Underwriter overallotment option | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 6,300,000 | 4,125,000 | |||||||||
Aggregate offering price | 1,110,900,000 | ||||||||||
Underwriters' discounts and commissions and offering expenses | 85,000,000 | ||||||||||
EVHC | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 27,500,000 | 27,500,000 | |||||||||
Aggregate offering price | 1,110,900,000 | 1,025,900,000 | |||||||||
Number of votes for each share | 1 | ||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
EVHC | Senior PIK Toggle Notes due 2017 | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 479,600,000 | ||||||||||
EVHC | ABL Facility | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 16,500,000 | ||||||||||
EVHC | Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 356,500,000 | ||||||||||
Principal amount of debt redeemed | 332,500,000 | ||||||||||
EVHC | CD&R | |||||||||||
Consolidating Statements | |||||||||||
Payment made in connection with the termination of a corporation consulting agreement | 20,000,000 | 20,000,000 | |||||||||
EVHC | Initial public offering | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 42,000,000 | ||||||||||
Aggregate offering price | 1,110,900,000 | ||||||||||
EVHC | Underwriter overallotment option | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | 4,125,000 | 6,300,000 | 4,125,000 | 17,500,000 | |||||||
Issue price (in dollars per share) | $30.50 | 34.97 | $23 | 34 | $34.97 | ||||||
Aggregate offering price | 1,025,900,000 | ||||||||||
Underwriters' discounts and commissions and offering expenses | 85,000,000 | ||||||||||
Captive insurance subsidiary | Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Amount of debt held | $5,200,000 | $5,200,000 | $9,800,000 |