Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Envision Healthcare Holdings, Inc. | ' |
Entity Central Index Key | '0001578318 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 180,382,885 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue, net of contractual discounts | $1,691,208 | $1,529,140 | $4,986,261 | $4,381,061 |
Provision for uncompensated care | -735,320 | -708,329 | -2,242,794 | -1,952,858 |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Compensation and benefits | 677,797 | 577,502 | 1,963,546 | 1,706,205 |
Operating expenses | 110,387 | 100,617 | 313,145 | 305,005 |
Insurance expense | 26,974 | 22,907 | 78,647 | 75,352 |
Selling, general and administrative expenses | 40,733 | 18,541 | 86,521 | 57,670 |
Depreciation and amortization expense | 35,175 | 30,592 | 104,552 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 63,503 | 68,624 | 192,068 | 181,376 |
Interest income from restricted assets | 2 | -116 | 634 | 429 |
Interest expense | -46,772 | -41,322 | -148,526 | -126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | -29,519 | -1,561 | -29,641 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | -12,680 | 26,567 | 1,789 | 50,490 |
Income tax benefit (expense) | 4,949 | -11,448 | -3,932 | -21,952 |
(Loss) income before equity in earnings of unconsolidated subsidiary | -7,731 | 15,119 | -2,143 | 28,538 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' | ' |
Unrealized holding (losses) gains during the period | -133 | 471 | -582 | 674 |
Unrealized gains (losses) on derivative financial instruments | 236 | 1,031 | -42 | -234 |
Comprehensive (loss) income | ($7,560) | $16,711 | ($2,537) | $29,282 |
Basic net (loss) income per common share (in dollars per share) | ($0.05) | $0.12 | ($0.01) | $0.22 |
Diluted net (loss) income per common share (in dollars per share) | ($0.05) | $0.11 | ($0.01) | $0.22 |
Average common shares outstanding, basic (in shares) | 157,282,885 | 130,230,634 | 139,969,940 | 130,219,651 |
Average common shares outstanding, diluted (in shares) | 157,282,885 | 133,463,882 | 139,969,940 | 132,479,821 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||||
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $575,761 | $37,032 | $57,832 | $128,428 | $124,198 | $134,023 |
Insurance collateral | 29,039 | ' | 24,481 | ' | ' | ' |
Trade and other accounts receivable, net | 750,484 | ' | 625,144 | ' | ' | ' |
Parts and supplies inventory | 22,539 | ' | 22,050 | ' | ' | ' |
Prepaids and other current assets | 31,277 | ' | 23,752 | ' | ' | ' |
Total current assets | 1,409,100 | ' | 753,259 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 20,760 | ' | ' | ' |
Goodwill | 2,437,620 | ' | 2,413,632 | ' | ' | ' |
Other long-term assets | 75,969 | ' | 93,100 | ' | ' | ' |
Total assets | 4,649,950 | ' | 4,036,833 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,358 | ' | 53,909 | ' | ' | ' |
Accrued liabilities | 352,604 | ' | 388,935 | ' | ' | ' |
Current deferred tax liabilities | 28,226 | ' | 23,568 | ' | ' | ' |
Current portion of long-term debt | 12,316 | ' | 12,282 | ' | ' | ' |
Total current liabilities | 458,504 | ' | 478,694 | ' | ' | ' |
Long-term debt | 2,225,407 | ' | 2,647,098 | ' | ' | ' |
Long-term deferred tax liabilities | 156,761 | ' | 156,761 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 212,176 | ' | 209,593 | ' | ' | ' |
Total liabilities | 3,052,848 | ' | 3,492,146 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 180,382,885 and 130,661,627 issued and outstanding as of September 30, 2013 and December 31, 2012, respectively) | 1,804 | ' | 1,307 | ' | ' | ' |
Additional paid-in capital | 1,580,519 | ' | 525,098 | ' | ' | ' |
Treasury stock at cost | -1,347 | ' | -381 | ' | ' | ' |
Retained earnings | 10,433 | ' | 12,346 | ' | ' | ' |
Accumulated other comprehensive loss | -837 | ' | -213 | ' | ' | ' |
Total stockholders' equity | 1,590,572 | ' | 538,157 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,597,102 | ' | 544,687 | ' | ' | ' |
Total liabilities and equity | $4,649,950 | ' | $4,036,833 | ' | ' | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
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 | 180,382,885 | 130,661,627 |
Common stock, shares outstanding | 180,382,885 | 130,661,627 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows from Operating Activities | ' | ' | ' |
Net (loss) income | ($7,663) | ($1,913) | $28,842 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 39,684 | 118,683 | 104,207 |
Gain on disposal of property, plant and equipment | -45 | -55 | -272 |
Equity-based compensation expense | 1,062 | 3,186 | 3,186 |
Excess tax benefits from equity-based compensation | ' | -3,168 | ' |
Loss on early debt extinguishment | 29,519 | 29,641 | 6,733 |
Equity in earnings of unconsolidated subsidiary | -68 | -230 | -304 |
Dividends received | ' | -556 | 611 |
Deferred income taxes | 88 | 4,319 | 43,146 |
Payment of dissenting shareholder settlement | ' | -13,717 | ' |
Changes in operating assets/liabilities, net of acquisitions: | ' | ' | ' |
Trade and other accounts receivable | -71,543 | -126,506 | -68,376 |
Parts and supplies inventory | -335 | -489 | 351 |
Prepaids and other current assets | 3,308 | -8,997 | -6,701 |
Accounts payable and accrued liabilities | 32,468 | 22,520 | 60,139 |
Insurance accruals | 5,247 | 1,795 | -2,315 |
Net cash provided by operating activities | 31,722 | 25,625 | 169,247 |
Cash Flows from Investing Activities | ' | ' | ' |
Purchases of property, plant and equipment | -19,295 | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | 68 | 396 | 7,092 |
Acquisition of businesses, net of cash received | -25,935 | -27,358 | -20,559 |
Net change in insurance collateral | 3,282 | 2,880 | 90,601 |
Other investing activities | -404 | -456 | 589 |
Net cash (used in) provided by investing activities | -42,284 | -70,031 | 33,412 |
Cash Flows from Financing Activities | ' | ' | ' |
Envision Healthcare Corporation issuance of common stock | 1,110,900 | 1,112,017 | ' |
Borrowings under senior secured term loan facility | ' | 150,000 | ' |
Repayments under ABL credit facility | -27,500 | -125,000 | ' |
Repayments of ABL Facility and other debt | -3,339 | -10,383 | -225,616 |
Repayment of bonds | -450,000 | -450,000 | ' |
Equity issuance costs | -62,020 | -63,420 | ' |
Debt issue costs | ' | -5,011 | -95 |
Payment of premiums for debt extinguishment | -12,386 | -12,386 | -528 |
Excess tax benefits from stock-based compensation | ' | 3,168 | ' |
Receipts from non-controlling interest | ' | ' | 6,530 |
Payment of dissenting shareholder settlement | ' | -38,336 | ' |
Net change in bank overdrafts | -6,364 | 1,686 | 11,455 |
Net cash provided by (used in) financing activities | 549,291 | 562,335 | -208,254 |
Change in cash and cash equivalents | 538,729 | 517,929 | -5,595 |
Cash and cash equivalents, beginning of period | 37,032 | 57,832 | 134,023 |
Cash and cash equivalents, end of period | $575,761 | $575,761 | $128,428 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (ENVISION HEALTHCARE CORPORATION) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue, net of contractual discounts | $1,691,208 | $1,529,140 | $4,986,261 | $4,381,061 |
Provision for uncompensated care | -735,320 | -708,329 | -2,242,794 | -1,952,858 |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Compensation and benefits | 677,797 | 577,502 | 1,963,546 | 1,706,205 |
Operating expenses | 110,387 | 100,617 | 313,145 | 305,005 |
Insurance expense | 26,974 | 22,907 | 78,647 | 75,352 |
Selling, general and administrative expenses | 40,733 | 18,541 | 86,521 | 57,670 |
Depreciation and amortization expense | 35,175 | 30,592 | 104,552 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 63,503 | 68,624 | 192,068 | 181,376 |
Interest income from restricted assets | 2 | -116 | 634 | 429 |
Interest expense | -46,772 | -41,322 | -148,526 | -126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | -29,519 | -1,561 | -29,641 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | -12,680 | 26,567 | 1,789 | 50,490 |
Income tax benefit (expense) | 4,949 | -11,448 | -3,932 | -21,952 |
(Loss) income before equity in earnings of unconsolidated subsidiary | -7,731 | 15,119 | -2,143 | 28,538 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Unrealized holding (losses) gains during the period | -133 | 471 | -582 | 674 |
Unrealized gains (losses) on derivative financial instruments | 236 | 1,031 | -42 | -234 |
Comprehensive (loss) income | -7,560 | 16,711 | -2,537 | 29,282 |
Corporation | ' | ' | ' | ' |
Revenue, net of contractual discounts | 1,691,208 | 1,529,140 | 4,986,261 | 4,381,061 |
Provision for uncompensated care | -735,320 | -708,329 | -2,242,794 | -1,952,858 |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Compensation and benefits | 677,797 | 577,502 | 1,963,546 | 1,706,205 |
Operating expenses | 110,404 | 100,617 | 313,075 | 305,005 |
Insurance expense | 26,974 | 22,907 | 78,647 | 75,352 |
Selling, general and administrative expenses | 40,731 | 18,541 | 86,518 | 57,670 |
Depreciation and amortization expense | 35,175 | 30,592 | 104,552 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 63,488 | 68,624 | 192,141 | 181,376 |
Interest income from restricted assets | 2 | -116 | 634 | 429 |
Interest expense | -39,131 | -41,322 | -117,959 | -126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | ' | -1,561 | -122 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | 24,465 | 26,567 | 61,948 | 50,490 |
Income tax benefit (expense) | -9,816 | -11,448 | -27,782 | -21,952 |
(Loss) income before equity in earnings of unconsolidated subsidiary | 14,649 | 15,119 | 34,166 | 28,538 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | 14,717 | 15,209 | 34,396 | 28,842 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Unrealized holding (losses) gains during the period | -133 | 471 | -582 | 674 |
Unrealized gains (losses) on derivative financial instruments | 236 | 1,031 | -42 | -234 |
Comprehensive (loss) income | $14,820 | $16,711 | $33,772 | $29,282 |
CONSOLIDATED_BALANCE_SHEETS_EN
CONSOLIDATED BALANCE SHEETS (ENVISION HEALTHCARE CORPORATION) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||||
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $575,761 | $37,032 | $57,832 | $128,428 | $124,198 | $134,023 |
Insurance collateral | 29,039 | ' | 24,481 | ' | ' | ' |
Trade and other accounts receivable, net | 750,484 | ' | 625,144 | ' | ' | ' |
Parts and supplies inventory | 22,539 | ' | 22,050 | ' | ' | ' |
Prepaids and other current assets | 31,277 | ' | 23,752 | ' | ' | ' |
Total current assets | 1,409,100 | ' | 753,259 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 20,760 | ' | ' | ' |
Goodwill | 2,437,620 | ' | 2,413,632 | ' | ' | ' |
Other long-term assets | 75,969 | ' | 93,100 | ' | ' | ' |
Total assets | 4,649,950 | ' | 4,036,833 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,358 | ' | 53,909 | ' | ' | ' |
Accrued liabilities | 352,604 | ' | 388,935 | ' | ' | ' |
Current deferred tax liabilities | 28,226 | ' | 23,568 | ' | ' | ' |
Current portion of long-term debt | 12,316 | ' | 12,282 | ' | ' | ' |
Total current liabilities | 458,504 | ' | 478,694 | ' | ' | ' |
Long-term debt | 2,225,407 | ' | 2,647,098 | ' | ' | ' |
Long-term deferred tax liabilities | 156,761 | ' | 156,761 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 212,176 | ' | 209,593 | ' | ' | ' |
Total liabilities | 3,052,848 | ' | 3,492,146 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock ($0.01 par value; 1,000 shares authorized, issued and outstanding as of September 30, 2013 and December 31, 2012) | 1,804 | ' | 1,307 | ' | ' | ' |
Additional paid-in capital | 1,580,519 | ' | 525,098 | ' | ' | ' |
Treasury stock at cost | -1,347 | ' | -381 | ' | ' | ' |
Retained earnings | 10,433 | ' | 12,346 | ' | ' | ' |
Accumulated other comprehensive loss | -837 | ' | -213 | ' | ' | ' |
Total stockholders' equity | 1,590,572 | ' | 538,157 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,597,102 | ' | 544,687 | ' | ' | ' |
Total liabilities and equity | 4,649,950 | ' | 4,036,833 | ' | ' | ' |
Corporation | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 94,039 | 36,752 | 57,551 | 128,428 | 124,198 | 134,023 |
Insurance collateral | 29,039 | ' | 24,481 | ' | ' | ' |
Trade and other accounts receivable, net | 750,484 | ' | 625,413 | ' | ' | ' |
Parts and supplies inventory | 22,539 | ' | 22,050 | ' | ' | ' |
Prepaids and other current assets | 28,403 | ' | 23,514 | ' | ' | ' |
Total current assets | 924,504 | ' | 753,009 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 20,760 | ' | ' | ' |
Goodwill | 2,437,620 | ' | 2,413,632 | ' | ' | ' |
Other long-term assets | 75,969 | ' | 85,857 | ' | ' | ' |
Total assets | 4,165,354 | ' | 4,029,340 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,241 | ' | 53,792 | ' | ' | ' |
Accrued liabilities | 382,718 | ' | 387,430 | ' | ' | ' |
Current deferred tax liabilities | 28,226 | ' | 23,568 | ' | ' | ' |
Current portion of long-term debt | 12,316 | ' | 12,282 | ' | ' | ' |
Total current liabilities | 488,501 | ' | 477,072 | ' | ' | ' |
Long-term debt | 2,225,407 | ' | 2,209,923 | ' | ' | ' |
Long-term deferred tax liabilities | 156,850 | ' | 156,850 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 212,176 | ' | 209,593 | ' | ' | ' |
Total liabilities | 3,082,934 | ' | 3,053,438 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock ($0.01 par value; 1,000 shares authorized, issued and outstanding as of September 30, 2013 and December 31, 2012) | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 1,003,013 | ' | 908,488 | ' | ' | ' |
Treasury stock at cost | -1,347 | ' | -381 | ' | ' | ' |
Retained earnings | 75,061 | ' | 61,478 | ' | ' | ' |
Accumulated other comprehensive loss | -837 | ' | -213 | ' | ' | ' |
Total stockholders' equity | 1,075,890 | ' | 969,372 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,082,420 | ' | 975,902 | ' | ' | ' |
Total liabilities and equity | $4,165,354 | ' | $4,029,340 | ' | ' | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa1
CONSOLIDATED BALANCE SHEETS (Parenthetical) (ENVISION HEALTHCARE CORPORATION) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
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 | 180,382,885 | 130,661,627 |
Common stock, shares outstanding | 180,382,885 | 130,661,627 |
Corporation | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (ENVISION HEALTHCARE CORPORATION) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net income | ($7,663) | $15,209 | ($1,913) | $28,842 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 39,684 | 34,584 | 118,683 | 104,207 |
Gain on disposal of property, plant and equipment | -45 | -208 | -55 | -272 |
Equity-based compensation expense | 1,062 | 1,062 | 3,186 | 3,186 |
Excess tax benefits from equity-based compensation | ' | ' | -3,168 | ' |
Loss on early debt extinguishment | 29,519 | 1,561 | 29,641 | 6,733 |
Equity in earnings of unconsolidated subsidiary | -68 | -90 | -230 | -304 |
Dividends received | ' | ' | -556 | 611 |
Deferred income taxes | 88 | 42,939 | 4,319 | 43,146 |
Payment of dissenting shareholder settlement | ' | ' | -13,717 | ' |
Changes in operating assets/liabilities, net of acquisitions: | ' | ' | ' | ' |
Trade and other accounts receivable | -71,543 | -25,547 | -126,506 | -68,376 |
Parts and supplies inventory | -335 | -37 | -489 | 351 |
Prepaids and other current assets | 3,308 | -164 | -8,997 | -6,701 |
Accounts payable and accrued liabilities | 32,468 | 33,933 | 22,520 | 60,139 |
Insurance accruals | 5,247 | 2,874 | 1,795 | -2,315 |
Net cash provided by operating activities | 31,722 | 106,116 | 25,625 | 169,247 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of property, plant and equipment | -19,295 | -19,126 | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | 68 | 5,641 | 396 | 7,092 |
Acquisition of businesses, net of cash received | -25,935 | -19,259 | -27,358 | -20,559 |
Net change in insurance collateral | 3,282 | -17,773 | 2,880 | 90,601 |
Other investing activities | -404 | 2,885 | -456 | 589 |
Net cash (used in) provided by investing activities | -42,284 | -47,632 | -70,031 | 33,412 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Envision Healthcare Corporation issuance of common stock | 1,110,900 | ' | 1,112,017 | ' |
Borrowings under senior secured term loan facility | ' | ' | 150,000 | ' |
Net repayments under ABL credit facility | ' | ' | -125,000 | ' |
Repayments of senior secured term loan facility and other debt | -3,339 | -53,142 | -10,383 | -225,616 |
Debt issue costs | ' | ' | -5,011 | -95 |
Excess tax benefits from stock-based compensation | ' | ' | 3,168 | ' |
Repayment of equity | ' | -398 | ' | ' |
Receipts from non-controlling interest | ' | ' | ' | 6,530 |
Payment of dissenting shareholder settlement | ' | ' | -38,336 | ' |
Net change in bank overdrafts | -6,364 | -714 | 1,686 | 11,455 |
Net cash provided by (used in) financing activities | 549,291 | -54,254 | 562,335 | -208,254 |
Change in cash and cash equivalents | 538,729 | 4,230 | 517,929 | -5,595 |
Cash and cash equivalents, beginning of period | 37,032 | 124,198 | 57,832 | 134,023 |
Cash and cash equivalents, end of period | 575,761 | 128,428 | 575,761 | 128,428 |
Corporation | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net income | 14,717 | 15,209 | 34,396 | 28,842 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 38,979 | 34,584 | 115,865 | 104,207 |
Gain on disposal of property, plant and equipment | -45 | -208 | -55 | -272 |
Equity-based compensation expense | 1,062 | 1,062 | 3,186 | 3,186 |
Excess tax benefits from equity-based compensation | ' | ' | -3,168 | ' |
Loss on early debt extinguishment | ' | 1,561 | 122 | 6,733 |
Equity in earnings of unconsolidated subsidiary | -68 | -90 | -230 | -304 |
Dividends received | ' | ' | -556 | 611 |
Deferred income taxes | 87 | 42,939 | 2,244 | 43,146 |
Payment of dissenting shareholder settlement | ' | ' | -13,717 | ' |
Changes in operating assets/liabilities, net of acquisitions: | ' | ' | ' | ' |
Trade and other accounts receivable | -69,716 | -25,547 | -126,237 | -68,376 |
Parts and supplies inventory | -335 | -37 | -489 | 351 |
Prepaids and other current assets | 5,081 | -164 | -4,407 | -6,701 |
Accounts payable and accrued liabilities | 55,745 | 33,933 | 54,139 | 60,139 |
Insurance accruals | 5,247 | 2,874 | 1,795 | -2,315 |
Net cash provided by operating activities | 50,754 | 106,116 | 64,000 | 169,247 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of property, plant and equipment | -19,295 | -19,126 | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | 68 | 5,641 | 396 | 7,092 |
Acquisition of businesses, net of cash received | -25,935 | -19,259 | -27,358 | -20,559 |
Net change in insurance collateral | 3,282 | -17,773 | 2,880 | 90,601 |
Other investing activities | -404 | 2,885 | -456 | 589 |
Net cash (used in) provided by investing activities | -42,284 | -47,632 | -70,031 | 33,412 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Envision Healthcare Corporation issuance of common stock | ' | ' | 1,117 | ' |
Borrowings under senior secured term loan facility | ' | ' | 150,000 | ' |
Capital contributed by Parent | 86,087 | ' | 86,087 | ' |
Net repayments under ABL credit facility | -27,500 | ' | -125,000 | ' |
Repayments of senior secured term loan facility and other debt | -3,339 | -53,142 | -10,383 | -225,616 |
Dividend paid | ' | ' | -20,813 | ' |
Debt issue costs | ' | ' | -5,007 | -95 |
Excess tax benefits from stock-based compensation | ' | ' | 3,168 | ' |
Repayment of equity | ' | -398 | ' | -528 |
Receipts from non-controlling interest | ' | ' | ' | 6,530 |
Payment of dissenting shareholder settlement | ' | ' | -38,336 | ' |
Net change in bank overdrafts | -6,431 | -714 | 1,686 | 11,455 |
Net cash provided by (used in) financing activities | 48,817 | -54,254 | 42,519 | -208,254 |
Change in cash and cash equivalents | 57,287 | 4,230 | 36,488 | -5,595 |
Cash and cash equivalents, beginning of period | 36,752 | 124,198 | 57,551 | 134,023 |
Cash and cash equivalents, end of period | $94,039 | $128,428 | $94,039 | $128,428 |
General
General | 9 Months Ended |
Sep. 30, 2013 | |
General | ' |
General | ' |
1. General | |
Basis of Presentation of Financial Statements | |
Envision Healthcare Holdings, Inc. (“Holding”) indirectly owns all of the outstanding common stock of Envision Healthcare Corporation (“Corporation”). In June 2013, CDRT Holding Corporation’s name was changed to Envision Healthcare Holdings, Inc. and Emergency Medical Services Corporation’s name was changed to Envision Healthcare Corporation. | |
The accompanying interim consolidated financial statements for Holding and Corporation have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim reporting, and accordingly, do not include all of the disclosures required for annual financial statements. In the opinion of management, the consolidated financial statements of Holding and Corporation (together the “Company” or “EVHC”) include all normal recurring adjustments necessary for a fair presentation of the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013. For further information on Holding’s significant accounting policies and other information, see Holding’s consolidated financial statements, including the accounting policies and notes thereto for the year ended December 31, 2012, which includes all disclosures required by GAAP, included in the Registration Statement (File No. 333-189292) (“Holding’s Registration Statement”) which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on August 13, 2013 for an initial public offering of its common stock, par value $0.01 per share (“Common Stock”). See Note 2 for further information on Holding’s initial public offering and its equity. For further information on Corporation’s significant accounting policies and other information, see Corporation’s consolidated financial statements, including the accounting policies and notes thereto for the year ended December 31, 2012, which includes all disclosures required by GAAP, included in Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012. | |
On July 29, 2013, Holding effected a 9.3 for 1.0 stock split of Holding’s common stock, resulting in 132,082,885 shares of common stock issued, not including 504,197 treasury shares. The accompanying consolidated financial statements give retroactive effect to the stock split for all periods presented. | |
The Company’s business is conducted primarily through two operating subsidiaries, EmCare Holdings, Inc. (“EmCare”), its facility-based physician services segment, and American Medical Response, Inc. (“AMR”), its medical transportation services segment. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||||||||||||||
Consolidation | ||||||||||||||||||||||||||
The consolidated financial statements of Holding include all of its wholly-owned subsidiaries, including Corporation and its respective subsidiaries and affiliated physician groups. The consolidated financial statements of Corporation, include all of its wholly-owned subsidiaries, including 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. | ||||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||
Insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties and supports the Company’s insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. Insurance collateral also includes a receivable from insurers of $1.3 million and $1.6 million as of September 30, 2013 and December 31, 2012, respectively, for liabilities in excess of our self-insured retention. | ||||||||||||||||||||||||||
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 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 the balance sheet date. | ||||||||||||||||||||||||||
The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on quarterly consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns and legal costs, and changes in case reserves and the assumed rate of inflation in healthcare 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. | ||||||||||||||||||||||||||
The Company’s most recent actuarial valuation was completed in September 2013. As a result of this and previous actuarial valuations, the Company recorded increases in its provisions for insurance liabilities of $1.6 million and $1.2 million during the three and nine month periods ended September 30, 2013, respectively, compared to increases of $0.9 million and $0.3 million for three and nine month periods ended September 30, 2012, respectively, related to reserves for losses in prior years. | ||||||||||||||||||||||||||
The long-term portion of insurance reserves was $192.8 million and $189.4 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||
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. The Company’s billing systems do not provide contractual allowances or uncompensated care reserves on outstanding patient accounts. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients and is not recorded on specific accounts due to the volume and variability of individual patient receivable collections. While the billing systems do not specifically record the allowance for doubtful accounts to individual accounts owed or specific payor classifications, the portion of the allowance for uncompensated care associated with fee for service charges as of December 31, 2012 was equal to approximately 97% and 93% of outstanding self-pay receivables for EmCare and AMR, respectively, consistent with the Company’s collection history. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered and to the contractual allowance when payment is received. The Company’s accounts receivable and allowances are as follows: | ||||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
Gross trade accounts receivable | $ | 3,570,888 | $ | 3,085,758 | ||||||||||||||||||||||
Allowance for contractual discounts | 1,826,881 | 1,619,488 | ||||||||||||||||||||||||
Allowance for uncompensated care | 993,881 | 841,754 | ||||||||||||||||||||||||
Net trade accounts receivable | 750,126 | 624,516 | ||||||||||||||||||||||||
Other receivables, net | 358 | 897 | ||||||||||||||||||||||||
Net accounts receivable — Corporation | 750,484 | 625,413 | ||||||||||||||||||||||||
Other receivables, net — adjustment for Holding | — | (269 | ) | |||||||||||||||||||||||
Net accounts receivable — Holding | $ | 750,484 | $ | 625,144 | ||||||||||||||||||||||
Other receivables primarily represent EmCare hospital subsidies and fees, and AMR fees for stand-by and special events and subsidies from community organizations. | ||||||||||||||||||||||||||
Accounts receivable allowances at EmCare are estimated based on cash collection and write-off experience at a facility level contract and facility specific payor mix. These allowances are reviewed and adjusted monthly through revenue provisions. In addition, a look-back analysis is done, typically after 15 months, to compare actual cash collected on a date of service basis to the revenue recorded for that period. Any adjustment necessary for an overage or deficit in these allowances based on actual collections is recorded through a revenue adjustment in the current period. | ||||||||||||||||||||||||||
AMR contractual allowances are determined primarily on payor reimbursement schedules that are included and regularly updated in the billing systems, and by historical collection experience. The billing systems calculate the difference between payor specific gross billings and contractually agreed to, or governmentally driven, reimbursement rates. The allowance for uncompensated care at AMR is related principally to receivables recorded for self-pay patients. AMR’s allowances on self-pay accounts receivable are estimated on claim level, historical write-off experience. | ||||||||||||||||||||||||||
Business Combinations | ||||||||||||||||||||||||||
Assets and liabilities of an acquired business are recorded at their fair values at the date of acquisition. The excess of the acquisition consideration over the estimated fair values is recorded as goodwill. All acquisition costs are expensed as incurred. While the Company uses its best estimates and assumptions as a part of the acquisition consideration allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period any subsequent adjustments are recorded as expense. | ||||||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||||
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. Provisions for estimated uncompensated care, or bad debt expense, are related principally to the number of self-pay patients treated in the period and are based primarily on historical collection experience to reduce revenues net of contractual discounts to the estimated amounts the Company expects to collect. Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand-by, special event and community subsidies at AMR. | ||||||||||||||||||||||||||
The majority of the patients the Company treats are for the provision of emergency care in the pre-hospital and hospital settings. Due to federal government regulations governing the provision of such care, the Company is obligated to provide emergency care regardless of the patient’s ability to pay or whether or not the patient has insurance or other third-party coverage for the costs of the services rendered. While the Company attempts to obtain all relevant billing information at the time the patient is within our care, there are numerous patient encounters where such information is not available. In such cases, the Company’s billing operations will initially classify these patients as self-pay, with the applicable estimated allowance for uncompensated care, while they pursue collection of the account. Over the course of the first 30 to 60 days after these self-pay patients have been treated, the billing staff may identify the appropriate insurance or other third-party payor and re-assign the account from a self-pay payor classification to the appropriate payor. Depending on the final payor determination, the allowances for uncompensated care and contractual discounts will be adjusted accordingly. For accounts that remain classified as self-pay, the billing protocols and systems will generate bills and notifications generally for 90 to 120 days. If no collection or additional information is received from the patient, the account is written-off and sent to a collection agency. The Company’s revenue recognition models, which are reviewed and updated on a monthly basis, consider these events in determining the collectability of accounts receivable. | ||||||||||||||||||||||||||
Net revenue for the three and nine month periods ended September 30, 2013 and 2012 consisted of the following: | ||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Fee-for-service revenue, net of contractuals: | ||||||||||||||||||||||||||
Medicare | $ | 231,042 | $ | 195,111 | $ | 700,823 | $ | 577,311 | ||||||||||||||||||
Medicaid | 51,991 | 47,723 | 155,055 | 141,050 | ||||||||||||||||||||||
Commercial insurance and managed care | 590,924 | 541,542 | 1,719,642 | 1,559,170 | ||||||||||||||||||||||
Self-pay | 645,774 | 611,508 | 1,964,068 | 1,703,304 | ||||||||||||||||||||||
Sub-total | 1,519,731 | 1,395,884 | 4,539,588 | 3,980,835 | ||||||||||||||||||||||
Subsidies and fees | 171,477 | 133,256 | 446,673 | 400,226 | ||||||||||||||||||||||
Revenue, net of contractuals | 1,691,208 | 1,529,140 | 4,986,261 | 4,381,061 | ||||||||||||||||||||||
Provision for uncompensated care | (735,320 | ) | (708,329 | ) | (2,242,794 | ) | (1,952,858 | ) | ||||||||||||||||||
Net revenue | $ | 955,888 | $ | 820,811 | $ | 2,743,467 | $ | 2,428,203 | ||||||||||||||||||
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 in 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 resulted in an increase of $1.1 million and a reduction of $1.6 million to the contractual discount or uncompensated care provisions for the three months ended September 30, 2013 and 2012, respectively, and an increase of $0.2 million and a reduction of $6.3 million to the contractual discount or uncompensated care provisions for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
The Company 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. | ||||||||||||||||||||||||||
Equity Structure and Initial Public Offering — Holding | ||||||||||||||||||||||||||
On August 13, 2013, Holding’s Registration Statement was declared effective by the SEC for an initial public offering of its Common Stock. Holding registered the offering and sale of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, which were sold to the underwriters pursuant to their option to purchase additional shares at a price of $23 per share. On August 19, 2013, Holding completed the offering of 48,300,000 shares of Common Stock, at a price of $23 per share, for an aggregate offering price of $1,110.9 million. At the closing, we 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 Clayton, Dubilier & Rice, LLC (“CD&R”) in connection with the termination of a consulting agreement with Holding and Corporation (“Consulting Agreement”) which was recorded to “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Operation, see Note 12. As of September 30, 2013, approximately $1.6 million of these expenses have not been paid. | ||||||||||||||||||||||||||
Net proceeds from the initial public offering were used to (i) redeem in full Holding’s Senior PIK Toggle Notes due 2017 for a total of $479.6 million, which included a call premium pursuant to the indenture governing the Senior PIK Toggle Notes due 2017 and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, and (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings. The remaining proceeds will be used for general corporate purposes which may include, among other things, repayment of indebtedness and acquisitions. | ||||||||||||||||||||||||||
Equity Structure — Corporation | ||||||||||||||||||||||||||
On February 13, 2011, Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Envision Healthcare Intermediate Corporation (“Parent”), formerly known as CDRT Acquisition Corporation, and CDRT Merger Sub, Inc. (“Merger Sub”), formerly a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Merger Sub merged with and into Corporation, with Corporation as the surviving corporation and a wholly owned subsidiary of Parent on May 25, 2011. Immediately following the Merger, all of the outstanding common stock of Parent was owned by Holding, which is owned by affiliates of CD&R and members of management and directors of Corporation. | ||||||||||||||||||||||||||
Prior to the Merger, Corporation acted as the general partner and majority equity holder of EMS LP, with the balance of the EMS LP equity held by persons affiliated with Corporation’s previous principal equity holder. The EMS LP equity was exchangeable at any time for shares of Corporation’s common stock, and holders of the LP exchangeable units had the right to vote at stockholder meetings with limited exceptions. Accordingly, prior to the Merger, Corporation accounted for the LP exchangeable units as if the LP exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of Corporation’s balance sheet and including the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations. | ||||||||||||||||||||||||||
On May 25, 2011, in connection with the Merger, the equity structure of Holding was altered as follows: | ||||||||||||||||||||||||||
· LP units of the entity formerly known as EMS LP were exchanged for Corporation common stock; | ||||||||||||||||||||||||||
· outstanding shares of Corporation common stock were converted into the right to receive $6.88 per share in cash, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· options to purchase shares of Corporation common stock (other than options that were rolled over by certain members of management as described below), vested or unvested, were cancelled and each option was converted into the right to receive a cash payment equal to the excess (if any) of $6.88 per share over the exercise price per share of the option times the number of shares subject to the option, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· restricted shares, vested or unvested, were fully vested at the effective time and canceled and extinguished and each restricted share was converted into the right to receive $6.88 per share in cash, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· restricted stock units, vested or unvested, were cancelled and extinguished, and each restricted stock unit was converted into the right to receive a cash payment equal to $6.88 per share times the number of shares of Corporation common stock subject to such restricted stock units, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· investment funds (the “CD&R Affiliates”) sponsored by, or affiliated with, CD&R invested $887.1 million in the common stock of Holding, the proceeds of which were contributed to Parent, and the remainder of the acquisition consideration for the Merger was funded through a variety of debt instruments; | ||||||||||||||||||||||||||
· certain members of our management rolled over existing options to purchase Corporation common stock with an aggregate value of $28.3 million, based on the Merger consideration price, into options to purchase common stock of Holding; and | ||||||||||||||||||||||||||
· Merger Sub merged with and into Corporation, with Corporation as the surviving corporation. | ||||||||||||||||||||||||||
Financial Instruments and Concentration of Credit Risk | ||||||||||||||||||||||||||
The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, other than current portion of self-insurance estimates, long-term debt and long-term liabilities, other than self-insurance estimates, constitute financial instruments. Based on management’s estimates, the carrying value of these financial instruments approximates their fair value as of September 30, 2013 and December 31, 2012. 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 nine months ended September 30, 2013, the Company derived approximately 28% of its revenue from Medicare and Medicaid, 68% from insurance providers and contracted payors, and 4% directly from patients. | ||||||||||||||||||||||||||
The Company estimates the fair value of its fixed rate senior subordinated notes based on quoted market prices (Level 1). The estimated fair value of the senior subordinated notes at September 30, 2013 was approximately $1,029.1 million with a carrying value of $950.0 million. EMCA Insurance Company, Ltd. held $15 million of the senior subordinated notes at September 30, 2013. | ||||||||||||||||||||||||||
Fair Value Measurement | ||||||||||||||||||||||||||
The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which 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 fixed income mortgage backed securities, 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 4. | ||||||||||||||||||||||||||
The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Securities | $ | 18,053 | $ | 517 | $ | — | $ | 18,570 | $ | 22,870 | $ | 788 | $ | — | $ | 23,658 | ||||||||||
Fuel hedge | $ | — | $ | 538 | $ | — | $ | 538 | $ | — | $ | 631 | $ | — | $ | 631 | ||||||||||
Liabilities: | ||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 9,401 | $ | 9,401 | $ | — | $ | — | $ | 4,401 | $ | 4,401 | ||||||||||
Interest rate swap | $ | — | $ | 3,453 | $ | — | $ | 3,453 | $ | — | $ | 4,586 | $ | — | $ | 4,586 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has increased by $5.0 million since December 31, 2012 due to recent acquisitions. | ||||||||||||||||||||||||||
During the nine months ended September 30, 2013, we had no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except if such a deferred tax asset is unavailable at the reporting date. If a deferred tax asset is unavailable at the reporting date, then the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2013. We do not expect the adoption of ASU 2013-11 to have a material impact on our financial position or results of operations. | ||||||||||||||||||||||||||
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”) to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). | ||||||||||||||||||||||||||
ASU 2013-02 requires the following: | ||||||||||||||||||||||||||
· present separately for each component of other comprehensive income, current period reclassifications out of AOCI and other amounts of current-period other comprehensive income; and | ||||||||||||||||||||||||||
· separately provide information about the effects on net income of significant amounts reclassified out of each component of AOCI if those amounts all are required to be reclassified to net income in their entirety in the same reporting period. | ||||||||||||||||||||||||||
The Company adopted this new guidance effective January 1, 2013 by adding disclosure in Note 8, Changes in Accumulated Other Comprehensive Income by Component. | ||||||||||||||||||||||||||
Basic_and_Diluted_Net_Loss_Inc
Basic and Diluted Net (Loss) Income Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basic and Diluted Net (Loss) Income Per Share | ' | |||||||||||||
Basic and Diluted Net (Loss) Income Per Share | ' | |||||||||||||
3. Basic and Diluted Net (Loss) Income Per Share | ||||||||||||||
Holding presents both basic (loss) earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net (loss) income” by the weighted-average number of 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 Holding’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. | ||||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net (loss) income | $ | (7,663 | ) | $ | 15,209 | $ | (1,913 | ) | $ | 28,842 | ||||
Weighted-average common shares outstanding — common stock: | ||||||||||||||
Basic | 157,282,885 | 130,230,634 | 139,969,940 | 130,219,651 | ||||||||||
Dilutive impact of stock awards outstanding | — | 3,233,248 | — | 2,260,170 | ||||||||||
Diluted | 157,282,885 | 133,463,882 | 139,969,940 | 132,479,821 | ||||||||||
Earnings per share — common stock: | ||||||||||||||
Basic net (loss) income per common share | $ | (0.05 | ) | $ | 0.12 | $ | (0.01 | ) | $ | 0.22 | ||||
Diluted net (loss) income per common share | $ | (0.05 | ) | $ | 0.11 | $ | (0.01 | ) | $ | 0.22 | ||||
Holding had a net loss for the three and nine month periods ended September 30, 2013, therefore, the effect of stock awards to purchase common stock of 6,088,252 and 8,663,107, respectively, is excluded from the computations of diluted loss per share since the effect is anti-dilutive. As of September 30, 2012, there was no stock awards of common stock outstanding excluded from the weighted-average common shares outstanding above. | ||||||||||||||
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2013 | |
Acquisitions | ' |
Acquisitions | ' |
4. Acquisitions | |
During the quarter ended September 30, 2013, indirect, wholly-owned subsidiaries of the Company completed the acquisitions of CMORx, LLC, which provides clinical management software, each of T.M.S. Management Group, Inc. and Transportation Management Services of Brevard, Inc., two related corporations that manage the provision of non-emergency medical transportation services by third-party transportation service providers, and a clinical affiliate acquired certain assets of Jacksonville Emergency Consultants P.A., which provides facility based physician staffing in northern Florida, for a combined purchase price of $26.4 million. At September 30, 2013, the Company recorded $24.4 million to goodwill, $3.9 million to intangible assets, $1.6 million to property, plant, and equipment, and $3.5 million to net current liabilities, which are subject to adjustment based upon the completion of purchase price allocations. | |
During the nine months ended September 30, 2013, the Company made purchase price allocation adjustments related to the acquisitions of Guardian Healthcare Group, Inc. (“Guardian”), the management services companies of NightRays, P.A (“NightRays”), and Saint Vincent Anesthesia Medical Group, Inc. / Golden State Anesthesia Consultants, Inc. These adjustments included reclassifications from goodwill to intangible assets of $8.7 million and $4.3 million for Guardian and NightRays, respectively, a deferred tax liability increase of $3.3 million and other adjustments to opening balances for assets and liabilities. | |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
5. Accrued Liabilities | ||||||||
Accrued liabilities were as follows at September 30, 2013 and December 31, 2012: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued wages and benefits | $ | 156,950 | $ | 136,334 | ||||
Accrued paid time-off | 27,267 | 25,626 | ||||||
Current portion of self-insurance reserves | 47,902 | 49,224 | ||||||
Accrued restructuring | 6,504 | 12,318 | ||||||
Current portion of compliance and legal | 6,166 | 3,711 | ||||||
Accrued billing and collection fees | 3,263 | 4,945 | ||||||
Accrued incentive compensation | 20,249 | 22,274 | ||||||
Accrued interest | 27,660 | 7,889 | ||||||
Accrued income taxes | 30,114 | 19,487 | ||||||
Accrued dissenting shareholder settlement | — | 41,826 | ||||||
Other | 56,643 | 63,796 | ||||||
Total accrued liabilities — Corporation | $ | 382,718 | $ | 387,430 | ||||
Adjustments for Holding: | ||||||||
Accrued interest | — | 10,406 | ||||||
Accrued income taxes | (30,114 | ) | (8,901 | ) | ||||
Total accrued liabilities — Holding | $ | 352,604 | $ | 388,935 | ||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
6. Long-Term Debt | ||||||||
Long-term debt and capital leases consisted of the following at September 30, 2013 and December 31, 2012: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior subordinated unsecured notes due 2019 | $ | 950,000 | $ | 950,000 | ||||
Senior subordinated unsecured notes purchased by the Company’s subsidiary | (15,000 | ) | (15,000 | ) | ||||
Senior secured term loan due 2018 (4.00% at September 30, 2013) | 1,301,475 | 1,160,609 | ||||||
ABL Facility | — | 125,000 | ||||||
Notes due at various dates from 2013 to 2022 with interest rates from 6% to 10% | 861 | 1,149 | ||||||
Capital lease obligations due at various dates from 2013 to 2018 | 387 | 447 | ||||||
2,237,723 | 2,222,205 | |||||||
Less current portion | (12,316 | ) | (12,282 | ) | ||||
Total long-term debt — Corporation | $ | 2,225,407 | $ | 2,209,923 | ||||
Senior PIK Toggle Notes due 2017 | — | 437,175 | ||||||
Total long-term debt — Holding | $ | 2,225,407 | $ | 2,647,098 | ||||
On February 7, 2013, Corporation entered into a First Amendment (the “Term Loan Amendment”) to the credit agreement dated as of May 25, 2011. Under the Term Loan Amendment, Corporation incurred an additional $150.0 million in incremental borrowings under the seven-year senior secured term loan facility (the, “Term Loan Facility”), the proceeds of which were used to pay down Corporation’s five-year senior secured asset-based loan facility (the “ABL Facility”), and, together with the Term Loan Facility, the “Credit Facilities”). 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) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“LIBOR”) and (y) 1.00%, plus, in each case, 3.00% (with a step-down to 2.75% in the event that Corporation 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 Corporation meets a consolidated first lien net leverage ratio of 2.50:1.00). Corporation wrote off $0.1 million of unamortized debt issuance costs as a result of this modification. | ||||||||
On February 27, 2013, Corporation entered into a First Amendment (the “ABL Amendment”) to the credit agreement governing the ABL Facility, under which Corporation increased its commitments under the ABL Facility to $450.0 million. 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. | ||||||||
Corporation recorded $5.0 million of debt issuance expense related to these amendments. | ||||||||
On August 30, 2013, Holding redeemed all of the Senior PIK Toggle Notes due 2017 at a redemption price equal to 102.75% of the aggregate principal amount of the Senior PIK Toggle Notes due 2017, plus accrued and unpaid interest of $17.2 million. During the three and nine months ended September 30, 2013, Holding recorded $29.5 million in premiums and deferred financing costs related to the redemption of the Senior PIK Toggle Notes due 2017 as “Loss on early debt extinguishment” on Holding’s Consolidated Statements of Operations and Comprehensive (Loss) Income. | ||||||||
During the second quarter of 2012, the Company’s captive insurance subsidiary purchased and currently holds $15.0 million of our 8.125% senior subordinated unsecured notes due 2019 through an open market transaction. | ||||||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Instruments and Hedging Activities | ' |
Derivative Instruments and Hedging Activities | ' |
7. Derivative Instruments and Hedging Activities | |
The Company manages its exposure to changes in fuel prices and interest rates 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 September 30, 2013, 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 $3.65 to $4.02 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 3.4 million gallons, which represents approximately 27.2% of the Company’s total estimated usage during the periods hedged, and are spread over periods from October 2013 through December 2014. As of September 30, 2013, the Company recorded, as a component of other comprehensive income before applicable tax impacts, an asset associated with the fair value of the fuel hedge in the amount of $0.5 million, compared to an asset of $0.6 million as of December 31, 2012. Settlement of hedge agreements are included in operating expenses and resulted in net receipts from the counterparty of $0.1 million and $0.4 million for each of the three and nine month periods ended September 30, 2013, zero and $0.8 million for the three and nine months ended September 30, 2012. Over the next 12 months, the Company expects to reclassify $0.4 million of deferred gain from AOCI as the related fuel hedge transactions mature. | |
In October 2011, the Company entered into interest rate swap agreements which 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 will continue to make interest payments based on the variable rate associated with the debt (based on LIBOR, but not less than 1.0%) and will periodically settle with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded, as a component of other comprehensive income before applicable tax impacts, a liability associated with the fair value of the interest rate swap in the amount of $3.5 million as of September 30, 2013, compared to $4.6 million as of December 31, 2012. Settlement of interest rate swap agreements are included in interest expense and resulted in net payments to the counterparties of $0.5 million and $1.5 million for each of the three and nine month periods ended September 30, 2013. There were no payments made or received under these hedge agreements as of September 30, 2012. Over the next 12 months, the Company expects to reclassify $2.0 million of deferred loss from AOCI to interest expense as the related interest rate swap transactions mature. | |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income by Component | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||
8. Changes in Accumulated Other Comprehensive Income by Component | ||||||||||||||
The following table summarizes the changes in the Company’s AOCI by component for the nine months ended September 30, 2013. All amounts are after tax. | ||||||||||||||
Fuel hedge | Interest rate swap | Unrealized | Total | |||||||||||
holding gains on | ||||||||||||||
available-for-sale | ||||||||||||||
securities | ||||||||||||||
Balance as of December 31, 2012 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | $ | (213 | ) | ||||
Other comprehensive income before reclassifications | (546 | ) | (222 | ) | (410 | ) | (1,178 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | (203 | ) | 929 | (172 | ) | 554 | ||||||||
Net current-period other comprehensive income | (749 | ) | 707 | (582 | ) | (624 | ) | |||||||
Balance as of September 30, 2013 | $ | 308 | $ | (2,154 | ) | $ | 1,009 | $ | (837 | ) | ||||
The following table shows the line item on the Consolidated Statements of Operations affected by reclassifications out of AOCI. | ||||||||||||||
Amount reclassified from AOCI | ||||||||||||||
Quarter ended | Nine months ended | Affected line item on the | ||||||||||||
September 30, | September 30, | |||||||||||||
Details about AOCI components | 2013 | 2013 | Statement of Operations | |||||||||||
Gains and losses on cash flow hedges | ||||||||||||||
Fuel hedge | $ | 106 | $ | 326 | Operating expenses | |||||||||
Interest rate swap | (502 | ) | (1,489 | ) | Interest expense | |||||||||
(396 | ) | (1,163 | ) | Total before tax | ||||||||||
149 | 437 | Tax benefit | ||||||||||||
$ | (247 | ) | $ | (726 | ) | Net of tax | ||||||||
Unrealized holding gains on available-for-sale securities | $ | 158 | $ | 276 | Realized gain on investments | |||||||||
158 | 276 | Total before tax | ||||||||||||
(59 | ) | (104 | ) | Tax expense | ||||||||||
$ | 99 | $ | 172 | Net of tax | ||||||||||
Restructuring_Charges
Restructuring Charges | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Restructuring Charges | ' | ||||||||||
Restructuring Charges | ' | ||||||||||
9. Restructuring Charges | |||||||||||
The Company recorded a restructuring charge of $1.3 million and $5.0 million during the three and nine months ended September 30, 2013, respectively, and $2.0 million and $10.8 million during the three and nine months ended September 30, 2012, respectively related to continuing efforts to re-align AMR’s operations and the reorganization of EmCare’s geographic regions. Payments currently under this plan are expected to be complete by March 2015. The accrued restructuring liability at September 30, 2013 of $6.5 million includes lease abandonment accruals on restructuring plans from prior years in addition to the 2012 plan outlined below. | |||||||||||
2012 Plan | |||||||||||
Lease & Other | Severance | Total | |||||||||
Contract | |||||||||||
Termination Costs | |||||||||||
Balance as of December 31, 2012 | $ | 6,295 | $ | 4,058 | $ | 10,353 | |||||
Incurred | 1,885 | 3,107 | 4,992 | ||||||||
Paid | (5,902 | ) | (4,064 | ) | (9,966 | ) | |||||
Balance as of September 30, 2013 | $ | 2,278 | $ | 3,101 | $ | 5,379 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
10. Commitments and Contingencies | |
Lease Commitments | |
The Company leases various facilities and equipment under operating lease agreements. | |
The Company also leases certain assets 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. | |
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 (1) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) 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 December 2006, AMR received a subpoena from the 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 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. | |
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. | |
Other Legal Matters | |
Four different lawsuits purporting to be class actions have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Lori 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. At the present time, courts have not certified classes in any of these cases. Plaintiffs allege principally that the AMR entities failed to pay overtime charges pursuant to California law, and failed to provide required meal breaks, rest breaks or pay premium compensation for missed breaks. Plaintiffs are seeking to certify the classes and are seeking lost wages, punitive damages, attorneys’ fees and other sanctions permitted under California law for violations of wage hour laws. We are 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 nine months ended September 30, 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 nine months ended September 30, 2013. | |
On August 7, 2012, EmCare received a subpoena from the OIG. The subpoena requests copies of documents for the period from January 1, 2007 through the present and appears to primarily be focused on EmCare’s contracts for services at hospitals that are affiliated with Health Management Associates, Inc. The Company intends to cooperate with the government during its investigation and, as such, is in the process of gathering responsive documents, formulating a written response to the subpoena and is seeking to engage in a meaningful dialogue with the relevant government representatives. At this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. | |
On February 5, 2013, AMR’s Air Ambulance Specialists, Inc. subsidiary received a subpoena from the Federal Aviation Administration relating to its operations as an indirect air carrier and its relationships with Part 135 direct air carriers. The Company intends to cooperate with the government during its investigation and, as such, is in the process of gathering responsive documents, formulating a written response to the subpoena and is seeking to engage in a meaningful dialogue with the relevant government representatives. At this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. | |
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 intends to cooperate with the government during its investigation. At this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. | |
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. | |
Equity_Based_Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Equity Based Compensation | ' |
Equity Based Compensation | ' |
11. Equity Based Compensation | |
Holding established a stock compensation plan (“Stock Compensation Plan”) after the Merger whereby certain members of management, officers and directors were awarded stock options in Holding. 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 Holding in October 2012. They vest ratably through December 2015 and have a maximum term of 10 years. A compensation charge of $1.1 million and $3.2 million was recorded for the three and nine months ended September 30, 2013, respectively, compared to compensation charges of $1.1 million and $3.2 million for the three and nine months ended September 30, 2012, respectively. | |
Our external directors elected to receive part of their director fees in the form of restricted stock units (“RSUs”). As of September 30, 2013, the Company had granted 36,679 RSUs based on a market price of $6.88 per share, 7,328 RSUs based on a market price of $8.60 per share, 25,052 RSUs based on a market price of $5.41 per share, 9,214 RSUs based on a market price of $7.85 per share, and 641 RSUs based on a market price of $23.00 per share as annual director fees. The RSUs are fully vested when granted. | |
Upon completion of Holding’s initial public offering, the Stock Compensation Plan terminated and a new stock compensation plan was adopted (“Omnibus Incentive Plan”), pursuant to which the Company will make grants of incentive compensation to its directors, officers and other employees. Under the terms of the Omnibus Incentive Plan, each non-employee director will receive a cash award in addition to an annual award of RSUs with a fair market value equal to $100,000 on the date of grant. There were no grants awarded to non-employee directors under the Omnibus Incentive Plan as of September 30, 2013. | |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
12. Related Party Transactions | |
Holding and Corporation were party to the Consulting Agreement with CD&R, pursuant to which CD&R provided the Company and its subsidiaries with financial, investment banking, management, advisory and other services in exchange for an annual fee of $5.0 million. The Company expensed $20.6 million and $23.1 million for the three and nine months ended September 30, 2013, respectively, and $1.3 million and $3.8 million for the three and nine months ended September 30, 2012, respectively, in respect of this fee. During the quarter ended September 30, 2013, the Company made a $20.0 million payment to CD&R with proceeds received from the initial public offering of Common Stock of Holding to terminate the Consulting Agreement. | |
On April 1, 2013, Corporation declared and paid a dividend to Parent which in turn paid a dividend to Holding in the amount of $20.8 million. These funds were used by Holding to pay interest due on Holding’s Senior PIK Toggle Notes due 2017. | |
During the quarter ended September 30, 2013, Holding made an $86.1 million distribution to Corporation with proceeds received from the initial public offering of Common Stock of Holding to pay off debt and for other general corporate purposes. | |
Variable_Interest_Entities
Variable Interest Entities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Variable Interest Entities | ' | |||||||
Variable Interest Entities | ' | |||||||
13. 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. | ||||||||
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 September 30, 2013 and December 31, 2012, which are included in the Company’s consolidated financial statements. | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current assets | $ | 67,238,293 | $ | 33,141,502 | ||||
Current liabilities | 46,290,990 | 20,081,084 | ||||||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Information | ' | |||||||||||||
Segment Information | ' | |||||||||||||
14. Segment Information | ||||||||||||||
The Company is organized around two separately managed business units: outsourced facility-based physician services and medical transportation services, which have been identified as operating segments. The facility-based physician services reportable segment provides physician services to hospitals primarily for emergency departments (“ED”) and urgent care centers, as well as for hospitalist/inpatient, radiology, tele-radiology, anesthesiology and surgery services. The medical transportation services reportable segment focuses on providing a full range of medical 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 (loss) income before equity in earnings of unconsolidated subsidiary, income tax benefit (expense), interest and other income (expense), loss on early debt extinguishment, realized gain (loss) on investments, interest expense, equity-based compensation, related party management fees, restructuring charges, and depreciation and amortization expense (“Adjusted EBITDA”) is the measure of profit and loss that the CODM uses to assess performance, measure liquidity and make decisions. The Company modified the definition of Adjusted EBITDA following the Merger. The accounting policies for reported segments are the same as for the Company as a whole. | ||||||||||||||
The following tables present the Company’s operating segment results for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Facility-Based Physician Services | ||||||||||||||
Net revenue | $ | 605,105 | $ | 485,936 | $ | 1,729,158 | $ | 1,403,792 | ||||||
Segment Adjusted EBITDA | 82,032 | 68,750 | 218,767 | 189,231 | ||||||||||
Medical Transportation Services | ||||||||||||||
Net revenue | 350,783 | 334,875 | 1,014,309 | 1,024,411 | ||||||||||
Segment Adjusted EBITDA | 39,623 | 34,690 | 109,843 | 102,105 | ||||||||||
Total | ||||||||||||||
Total net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 | ||||||||||
Total Segment Adjusted EBITDA — Corporation | 121,655 | 103,440 | 328,610 | 291,336 | ||||||||||
Other operating income (expenses) — Holding | 15 | — | (73 | ) | — | |||||||||
Total Segment Adjusted EBITDA — Holding | 121,670 | 103,440 | 328,537 | 291,336 | ||||||||||
Reconciliation of Adjusted EBITDA to Net Income | ||||||||||||||
Segment Adjusted EBITDA — Corporation | $ | 121,655 | $ | 103,440 | $ | 328,610 | $ | 291,336 | ||||||
Depreciation and amortization expense | (35,175 | ) | (30,592 | ) | (104,552 | ) | (91,844 | ) | ||||||
Restructuring charges | (1,319 | ) | (2,028 | ) | (4,988 | ) | (10,751 | ) | ||||||
Equity-based compensation expense | (1,062 | ) | (1,062 | ) | (3,186 | ) | (3,186 | ) | ||||||
Related party management fees | (20,609 | ) | (1,250 | ) | (23,109 | ) | (3,750 | ) | ||||||
Interest expense | (39,131 | ) | (41,322 | ) | (117,959 | ) | (126,288 | ) | ||||||
Realized gain on investments | 158 | 5 | 276 | 366 | ||||||||||
Interest and other (expense) income | (52 | ) | 937 | (13,022 | ) | 1,340 | ||||||||
Loss on early debt extinguishment | — | (1,561 | ) | (122 | ) | (6,733 | ) | |||||||
Income tax expense | (9,816 | ) | (11,448 | ) | (27,782 | ) | (21,952 | ) | ||||||
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 | ||||||||||
Net income — Corporation | $ | 14,717 | $ | 15,209 | $ | 34,396 | $ | 28,842 | ||||||
Adjustments for Holding: | ||||||||||||||
Other operating income (expenses) | 15 | — | (73 | ) | — | |||||||||
Loss on early debt extinguishment | (29,519 | ) | — | (29,519 | ) | — | ||||||||
Interest expense | (7,641 | ) | — | (30,567 | ) | — | ||||||||
Income tax benefit | 14,765 | — | 23,850 | — | ||||||||||
Net (loss) income — Holding | $ | (7,663 | ) | $ | 15,209 | $ | (1,913 | ) | $ | 28,842 | ||||
A reconciliation of Segment Adjusted EBITDA to cash flows provided by operating activities is as follows: | ||||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment Adjusted EBITDA — Corporation | $ | 121,655 | $ | 103,440 | $ | 328,610 | $ | 291,336 | ||||||
Related party management fees | (20,609 | ) | (1,250 | ) | (23,109 | ) | (3,750 | ) | ||||||
Restructuring charges | (1,319 | ) | (2,028 | ) | (4,988 | ) | (10,751 | ) | ||||||
Interest expense (less deferred loan fee amortization) | (35,303 | ) | (37,328 | ) | (106,644 | ) | (113,923 | ) | ||||||
Payment of dissenting shareholder settlement | — | — | (13,717 | ) | — | |||||||||
Change in accounts receivable | (69,716 | ) | (25,547 | ) | (126,237 | ) | (68,376 | ) | ||||||
Change in other operating assets/liabilities | 65,738 | 36,606 | 51,038 | 51,474 | ||||||||||
Excess tax benefits from equity-based compensation | — | — | (3,168 | ) | — | |||||||||
Interest and other income (expense) | (52 | ) | 937 | (13,022 | ) | 1,340 | ||||||||
Income tax benefit (expense), net of change in deferred taxes | (9,729 | ) | 31,491 | (25,538 | ) | 21,194 | ||||||||
Other | 89 | (205 | ) | 775 | 703 | |||||||||
Cash flows provided by operating activities - Corporation | $ | 50,754 | $ | 106,116 | $ | 64,000 | $ | 169,247 | ||||||
Adjustments for Holding: | ||||||||||||||
Other operating income (expenses) | 15 | — | (73 | ) | — | |||||||||
Interest expense (less deferred loan fee amortization) | (6,936 | ) | — | (27,749 | ) | — | ||||||||
Change in accounts receivable | (1,827 | ) | — | (269 | ) | — | ||||||||
Change in other operating assets/liabilities | (25,050 | ) | — | (36,209 | ) | — | ||||||||
Income tax benefit, net of change in deferred taxes | 14,766 | — | 25,925 | — | ||||||||||
Cash flows provided by operating activities — Holding | $ | 31,722 | $ | 106,116 | $ | 25,625 | $ | 169,247 | ||||||
Guarantors_of_Debt
Guarantors of Debt | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Guarantors of Debt | ' | ||||||||||||||||
Guarantors of Debt | ' | ||||||||||||||||
15. Guarantors of Debt | |||||||||||||||||
Corporation is the issuer of the senior unsecured notes and the borrower under the Credit Facilities. The senior unsecured notes and the Credit Facilities are guaranteed by each of Corporation’s domestic subsidiaries, except for any subsidiaries subject to regulation as an insurance company, including Corporation’s captive insurance subsidiary. All of the operating income and cash flow of Corporation is generated by EmCare, AMR and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior unsecured notes and the Credit Facilities are provided by the distributions or advances from the subsidiary companies, EmCare and AMR. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate Corporation and all of its subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of Corporation and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of Corporation or the subsidiary guarantors. | |||||||||||||||||
Corporation’s payment obligations under the senior unsecured notes are jointly and severally guaranteed on a senior unsecured basis by the guarantors. Each of the guarantors is wholly owned, directly or indirectly, by Corporation, and all guarantees are full and unconditional. A guarantor will be released from its obligations under its guarantee under certain customary circumstances, including (i) the sale or disposition of the guarantor, (ii) the release of the guarantor from all of its obligations under all guarantees related to any indebtedness of Corporation, (iii) the merger or consolidation of the guarantor as specified in the indenture governing the senior unsecured notes, (iv) the guarantor becomes an unrestricted subsidiary, (v) the defeasance of Corporation’s obligations under the indenture governing the senior unsecured notes or (vi) the payment in full of the principal amount of the senior unsecured notes. | |||||||||||||||||
The condensed consolidating financial statements for Corporation, the guarantors and the non-guarantors are as follows: | |||||||||||||||||
Consolidating Statements of Operations | |||||||||||||||||
For the three months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 955,403 | $ | 19,415 | $ | (18,930 | ) | $ | 955,888 | ||||||
Compensation and benefits | — | 677,618 | 179 | — | 677,797 | ||||||||||||
Operating expenses | — | 110,396 | 8 | — | 110,404 | ||||||||||||
Insurance expense | — | 30,841 | 15,063 | (18,930 | ) | 26,974 | |||||||||||
Selling, general and administrative expenses | — | 40,714 | 17 | — | 40,731 | ||||||||||||
Depreciation and amortization expense | — | 35,171 | 4 | — | 35,175 | ||||||||||||
Restructuring charges | — | 1,319 | — | — | 1,319 | ||||||||||||
Income from operations | — | 59,344 | 4,144 | — | 63,488 | ||||||||||||
Interest (loss) income from restricted assets | — | 2 | — | — | 2 | ||||||||||||
Interest expense | — | (39,131 | ) | — | — | (39,131 | ) | ||||||||||
Realized (loss) gain on investments | — | 158 | — | — | 158 | ||||||||||||
Interest and other expense | — | (6 | ) | (46 | ) | — | (52 | ) | |||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 20,367 | 4,098 | — | 24,465 | ||||||||||||
Income tax expense | — | (9,811 | ) | (5 | ) | — | (9,816 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 10,556 | 4,093 | — | 14,649 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 14,717 | — | 68 | (14,717 | ) | 68 | |||||||||||
Net income (loss) | $ | 14,717 | $ | 10,556 | $ | 4,161 | $ | (14,717 | ) | $ | 14,717 | ||||||
For the three months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 820,352 | $ | 18,708 | $ | (18,249 | ) | $ | 820,811 | ||||||
Compensation and benefits | — | 577,347 | 155 | — | 577,502 | ||||||||||||
Operating expenses | — | 100,609 | 8 | — | 100,617 | ||||||||||||
Insurance expense | — | 21,187 | 19,969 | (18,249 | ) | 22,907 | |||||||||||
Selling, general and administrative expenses | — | 18,534 | 7 | — | 18,541 | ||||||||||||
Depreciation and amortization expense | — | 30,592 | — | — | 30,592 | ||||||||||||
Restructuring charges | — | 2,028 | — | — | 2,028 | ||||||||||||
Income from operations | — | 70,055 | (1,431 | ) | — | 68,624 | |||||||||||
Interest income from restricted assets | — | (1,817 | ) | 1,701 | — | (116 | ) | ||||||||||
Interest expense | — | (41,322 | ) | — | — | (41,322 | ) | ||||||||||
Realized gain on investments | — | (1 | ) | 6 | — | 5 | |||||||||||
Interest and other income | — | 973 | (36 | ) | — | 937 | |||||||||||
Loss on early debt extinguishment | — | (1,561 | ) | — | — | (1,561 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 26,327 | 240 | — | 26,567 | ||||||||||||
Income tax expense | — | (11,443 | ) | (5 | ) | — | (11,448 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 14,884 | 235 | — | 15,119 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 15,209 | — | 90 | (15,209 | ) | 90 | |||||||||||
Net income (loss) | $ | 15,209 | $ | 14,884 | $ | 325 | $ | (15,209 | ) | $ | 15,209 | ||||||
For the nine months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 2,742,003 | $ | 57,024 | $ | (55,560 | ) | $ | 2,743,467 | ||||||
Compensation and benefits | — | 1,963,022 | 524 | — | 1,963,546 | ||||||||||||
Operating expenses | — | 313,055 | 20 | — | 313,075 | ||||||||||||
Insurance expense | — | 78,623 | 55,584 | (55,560 | ) | 78,647 | |||||||||||
Selling, general and administrative expenses | — | 86,476 | 42 | — | 86,518 | ||||||||||||
Depreciation and amortization expense | — | 104,538 | 14 | — | 104,552 | ||||||||||||
Restructuring charges | — | 4,988 | — | — | 4,988 | ||||||||||||
Income from operations | — | 191,301 | 840 | — | 192,141 | ||||||||||||
Interest (loss) income from restricted assets | — | (3,002 | ) | 3,636 | — | 634 | |||||||||||
Interest expense | — | (117,959 | ) | — | — | (117,959 | ) | ||||||||||
Realized (loss) gain on investments | — | 37 | 239 | — | 276 | ||||||||||||
Interest and other expense | — | (12,913 | ) | (109 | ) | — | (13,022 | ) | |||||||||
Loss on early debt extinguishment | — | (122 | ) | — | — | (122 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 57,342 | 4,606 | — | 61,948 | ||||||||||||
Income tax expense | — | (27,765 | ) | (17 | ) | — | (27,782 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 29,577 | 4,589 | — | 34,166 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 34,396 | — | 230 | (34,396 | ) | 230 | |||||||||||
Net income (loss) | $ | 34,396 | $ | 29,577 | $ | 4,819 | $ | (34,396 | ) | $ | 34,396 | ||||||
For the nine months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 2,426,835 | $ | 56,650 | $ | (55,282 | ) | $ | 2,428,203 | ||||||
Compensation and benefits | — | 1,705,758 | 447 | — | 1,706,205 | ||||||||||||
Operating expenses | — | 304,991 | 14 | — | 305,005 | ||||||||||||
Insurance expense | — | 70,435 | 60,199 | (55,282 | ) | 75,352 | |||||||||||
Selling, general and administrative expenses | — | 57,655 | 15 | — | 57,670 | ||||||||||||
Depreciation and amortization expense | — | 91,844 | — | — | 91,844 | ||||||||||||
Restructuring charges | — | 10,751 | — | — | 10,751 | ||||||||||||
Income from operations | — | 185,401 | (4,025 | ) | — | 181,376 | |||||||||||
Interest income from restricted assets | — | (2,908 | ) | 3,337 | — | 429 | |||||||||||
Interest expense | — | (126,288 | ) | — | — | (126,288 | ) | ||||||||||
Realized gain on investments | — | (1,176 | ) | 1,542 | — | 366 | |||||||||||
Interest and other income (expense) | — | 1,463 | (123 | ) | — | 1,340 | |||||||||||
Loss on early debt extinguishment | — | (6,733 | ) | — | — | (6,733 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 49,759 | 731 | — | 50,490 | ||||||||||||
Income tax expense | — | (21,937 | ) | (15 | ) | — | (21,952 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 27,822 | 716 | — | 28,538 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 28,842 | — | 304 | (28,842 | ) | 304 | |||||||||||
Net income (loss) | $ | 28,842 | $ | 27,822 | $ | 1,020 | $ | (28,842 | ) | $ | 28,842 | ||||||
Consolidating Balance Sheet | |||||||||||||||||
As of September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Assets | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 52,624 | $ | 56,415 | $ | (15,000 | ) | $ | 94,039 | ||||||
Insurance collateral | — | 9,431 | 73,500 | (53,892 | ) | 29,039 | |||||||||||
Trade and other accounts receivable, net | — | 748,544 | 3,614 | (1,674 | ) | 750,484 | |||||||||||
Parts and supplies inventory | — | 22,526 | 13 | — | 22,539 | ||||||||||||
Prepaids and other current assets | 4,323 | 23,628 | 452 | — | 28,403 | ||||||||||||
Current deferred tax assets | — | — | 3,515 | (3,515 | ) | — | |||||||||||
Current assets | 4,323 | 856,753 | 137,509 | (74,081 | ) | 924,504 | |||||||||||
Non-current assets: | |||||||||||||||||
Property, plant, and equipment, net | — | 190,837 | — | — | 190,837 | ||||||||||||
Intercompany receivable | 2,253,808 | — | 10,383 | (2,264,191 | ) | — | |||||||||||
Intangible assets, net | — | 524,317 | — | — | 524,317 | ||||||||||||
Non-current deferred tax assets | — | — | 3,125 | (3,125 | ) | — | |||||||||||
Insurance collateral | — | 72,015 | 12,107 | (72,015 | ) | 12,107 | |||||||||||
Goodwill | — | 2,440,476 | 125 | (2,981 | ) | 2,437,620 | |||||||||||
Other long-term assets | 66,753 | — | 1,252 | 7,964 | 75,969 | ||||||||||||
Investment and advances in subsidiaries | 1,033,139 | 4,379 | 6,998 | (1,044,516 | ) | — | |||||||||||
Assets | $ | 3,358,023 | $ | 4,088,777 | $ | 171,499 | $ | (3,452,945 | ) | $ | 4,165,354 | ||||||
Liabilities and Equity | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | — | $ | 65,107 | $ | 134 | $ | — | $ | 65,241 | |||||||
Accrued liabilities | 30,657 | 340,355 | 15,093 | (3,387 | ) | 382,718 | |||||||||||
Current deferred tax liabilities | — | 31,741 | — | (3,515 | ) | 28,226 | |||||||||||
Current portion of long-term debt | 11,872 | 444 | — | — | 12,316 | ||||||||||||
Current liabilities | 42,529 | 437,647 | 15,227 | (6,902 | ) | 488,501 | |||||||||||
Long-term debt | 2,239,604 | 803 | — | (15,000 | ) | 2,225,407 | |||||||||||
Long-term deferred tax liabilities | — | 161,970 | — | (5,120 | ) | 156,850 | |||||||||||
Insurance reserves and other long-term liabilities | — | 184,497 | 151,893 | (124,214 | ) | 212,176 | |||||||||||
Intercompany payable | — | 2,264,191 | — | (2,264,191 | ) | — | |||||||||||
Liabilities | 2,282,133 | 3,049,108 | 167,120 | (2,415,427 | ) | 3,082,934 | |||||||||||
Equity: | |||||||||||||||||
Common stock | — | — | 30 | (30 | ) | — | |||||||||||
Treasury stock | (1,347 | ) | — | — | — | (1,347 | ) | ||||||||||
Additional paid-in capital | 1,003,013 | 963,264 | — | (963,264 | ) | 1,003,013 | |||||||||||
Retained earnings | 75,061 | 71,925 | 3,136 | (75,061 | ) | 75,061 | |||||||||||
Accumulated other comprehensive loss | (837 | ) | (2,050 | ) | 1,213 | 837 | (837 | ) | |||||||||
Total Corporation equity | 1,075,890 | 1,033,139 | 4,379 | (1,037,518 | ) | 1,075,890 | |||||||||||
Noncontrolling interest | — | 6,530 | — | — | 6,530 | ||||||||||||
Total equity | 1,075,890 | 1,039,669 | 1,243 | (1,037,518 | ) | 1,082,420 | |||||||||||
Liabilities and Equity | $ | 3,358,023 | $ | 4,088,777 | $ | 171,499 | $ | (3,452,945 | ) | $ | 4,165,354 | ||||||
Consolidating Balance Sheet | |||||||||||||||||
As of December 31, 2012 | |||||||||||||||||
Corporation | Subsidiary | Subsidiary | Eliminations/ | Total | |||||||||||||
Guarantors | Non- | Adjustments | |||||||||||||||
Guarantor | |||||||||||||||||
Assets | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 6,924 | $ | 65,627 | $ | (15,000 | ) | $ | 57,551 | ||||||
Insurance collateral | — | 6,626 | 35,975 | (18,120 | ) | 24,481 | |||||||||||
Trade and other accounts receivable, net | — | 623,651 | 3,738 | (1,976 | ) | 625,413 | |||||||||||
Parts and supplies inventory | — | 22,041 | 9 | — | 22,050 | ||||||||||||
Prepaids and other current assets | — | 23,679 | 297 | (462 | ) | 23,514 | |||||||||||
Current deferred tax assets | — | — | 3,447 | (3,447 | ) | — | |||||||||||
Current assets | — | 682,921 | 109,093 | (39,005 | ) | 753,009 | |||||||||||
Non-current assets: | |||||||||||||||||
Property, plant, and equipment, net | — | 191,864 | — | — | 191,864 | ||||||||||||
Intercompany receivable | 2,237,508 | — | 11,596 | (2,249,104 | ) | — | |||||||||||
Intangible assets, net | — | 564,218 | — | — | 564,218 | ||||||||||||
Non-current deferred tax assets | — | — | 1,097 | (1,097 | ) | — | |||||||||||
Insurance collateral | — | 65,762 | 5,491 | (50,493 | ) | 20,760 | |||||||||||
Goodwill | — | 2,416,613 | — | (2,981 | ) | 2,413,632 | |||||||||||
Other long-term assets | 84,538 | — | 1,580 | (261 | ) | 85,857 | |||||||||||
Investment and advances in subsidiaries | 930,119 | 3,001 | — | (933,120 | ) | — | |||||||||||
Assets | $ | 3,252,165 | $ | 3,924,379 | $ | 128,857 | $ | (3,276,061 | ) | $ | 4,029,340 | ||||||
Liabilities and Equity | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | — | $ | 53,505 | $ | 287 | — | $ | 53,792 | ||||||||
Accrued liabilities | 47,184 | 328,153 | 15,782 | (3,689 | ) | 387,430 | |||||||||||
Current deferred tax liabilities | — | 27,015 | — | (3,447 | ) | 23,568 | |||||||||||
Current portion of long-term debt | 11,871 | 411 | — | — | 12,282 | ||||||||||||
Current liabilities | 59,055 | 409,084 | 16,069 | (7,136 | ) | 477,072 | |||||||||||
Long-term debt | 2,223,738 | 1,185 | — | (15,000 | ) | 2,209,923 | |||||||||||
Long-term deferred tax liabilities | — | 159,942 | — | (3,092 | ) | 156,850 | |||||||||||
Insurance reserves and other long-term liabilities | — | 168,415 | 109,787 | (68,609 | ) | 209,593 | |||||||||||
Intercompany payable | — | 2,249,104 | — | (2,249,104 | ) | — | |||||||||||
Liabilities | 2,282,793 | 2,987,730 | 125,856 | (2,342,941 | ) | 3,053,438 | |||||||||||
Equity: | |||||||||||||||||
Common stock | — | — | 30 | (30 | ) | — | |||||||||||
Treasury stock | (381 | ) | — | — | — | (381 | ) | ||||||||||
Additional paid-in capital | 908,488 | 871,306 | — | (871,306 | ) | 908,488 | |||||||||||
Retained earnings | 61,478 | 59,206 | 2,272 | (61,478 | ) | 61,478 | |||||||||||
Accumulated other comprehensive loss | (213 | ) | (393 | ) | 699 | (306 | ) | (213 | ) | ||||||||
Total Corporation equity | 969,372 | 930,119 | 3,001 | (933,120 | ) | 969,372 | |||||||||||
Noncontrolling interest | — | 6,530 | — | — | 6,530 | ||||||||||||
Total equity | 969,372 | 936,649 | 3,001 | (933,120 | ) | 975,902 | |||||||||||
Liabilities and Equity | $ | 3,252,165 | $ | 3,924,379 | $ | 128,857 | $ | (3,276,061 | ) | $ | 4,029,340 | ||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the nine months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | ||||||||||||||||
Corporation | Guarantors | Non-guarantors | Total | ||||||||||||||
Cash Flows from Operating Activities | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 91,441 | $ | (34,489 | ) | $ | 56,952 | ||||||||
Cash Flows from Investing Activities | |||||||||||||||||
Purchase of property, plant and equipment | — | (45,493 | ) | — | (45,493 | ) | |||||||||||
Proceeds from sale of property, plant and equipment | — | 396 | — | 396 | |||||||||||||
Acquisition of businesses, net of cash received | — | (27,358 | ) | — | (27,358 | ) | |||||||||||
Net change in insurance collateral | — | (24,102 | ) | 26,982 | 2,880 | ||||||||||||
Other investing activities | — | (456 | ) | — | (456 | ) | |||||||||||
Net cash (used in) provided by investing activities | — | (97,013 | ) | 26,982 | (70,031 | ) | |||||||||||
Cash Flows from Financing Activities | |||||||||||||||||
Corporation issuance of class A common stock | 1,117 | — | — | 1,117 | |||||||||||||
Borrowings under senior secured term loan facility | 150,000 | — | — | 150,000 | |||||||||||||
Capital contributed by Holding | 85,073 | — | — | 85,073 | |||||||||||||
Repayments of senior secured term loan facility and other debt | (10,383 | ) | — | — | (10,383 | ) | |||||||||||
Net payments under ABL credit facility | — | (125,000 | ) | — | (125,000 | ) | |||||||||||
Debt issue costs | (5,007 | ) | — | — | (5,007 | ) | |||||||||||
Excess tax benefits from stock-based compensation | — | 3,168 | — | 3,168 | |||||||||||||
Dividend paid | — | (20,813 | ) | — | (20,813 | ) | |||||||||||
Payment of dissenting shareholder settlement | — | (38,336 | ) | — | (38,336 | ) | |||||||||||
Net change in bank overdrafts | — | 1,686 | — | 1,686 | |||||||||||||
Net intercompany borrowings (payments) | (220,800 | ) | 222,505 | (1,705 | ) | — | |||||||||||
Net cash (used in) provided by financing activities | — | 43,210 | (1,705 | ) | 41,505 | ||||||||||||
Change in cash and cash equivalents | — | 37,638 | (9,212 | ) | 28,426 | ||||||||||||
Cash and cash equivalents, beginning of period | — | 6,925 | 50,626 | 57,551 | |||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 44,563 | $ | 41,414 | $ | 85,977 | |||||||||
For the nine months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | ||||||||||||||||
Corporation | Guarantors | Non-guarantors | Total | ||||||||||||||
Cash Flows from Operating Activities | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 223,882 | $ | (54,635 | ) | $ | 169,247 | ||||||||
Cash Flows from Investing Activities | |||||||||||||||||
Purchase of property, plant and equipment | — | (44,311 | ) | — | (44,311 | ) | |||||||||||
Proceeds from sale of property, plant and equipment | — | 7,092 | — | 7,092 | |||||||||||||
Acquisition of businesses, net of cash received | — | (20,559 | ) | — | (20,559 | ) | |||||||||||
Net change in insurance collateral | — | (33,717 | ) | 124,318 | 90,601 | ||||||||||||
Other investing activities | — | 589 | — | 589 | |||||||||||||
Net cash (used in) provided by investing activities | — | (90,906 | ) | 124,318 | 33,412 | ||||||||||||
Cash Flows from Financing Activities | |||||||||||||||||
Repayments of debt and capital lease obligations | (225,616 | ) | — | — | (225,616 | ) | |||||||||||
Debt issue costs | (95 | ) | — | — | (95 | ) | |||||||||||
Repayment of equity | (528 | ) | — | — | (528 | ) | |||||||||||
Proceeds from noncontrolling interest | — | 6,530 | — | 6,530 | |||||||||||||
Net change in bank overdrafts | — | 11,455 | — | 11,455 | |||||||||||||
Net intercompany borrowings (payments) | 226,239 | (199,043 | ) | (27,196 | ) | — | |||||||||||
Net cash used in financing activities | — | (181,058 | ) | (27,196 | ) | (208,254 | ) | ||||||||||
Change in cash and cash equivalents | — | (48,082 | ) | 42,487 | (5,595 | ) | |||||||||||
Cash and cash equivalents, beginning of period | — | 104,657 | 29,366 | 134,023 | |||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 56,575 | $ | 71,853 | $ | 128,428 | |||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Equity Structure | ' | |||||||||||||||||||||||||
Consolidation | ' | |||||||||||||||||||||||||
Consolidation | ||||||||||||||||||||||||||
The consolidated financial statements of Holding include all of its wholly-owned subsidiaries, including Corporation and its respective subsidiaries and affiliated physician groups. The consolidated financial statements of Corporation, include all of its wholly-owned subsidiaries, including 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. | ||||||||||||||||||||||||||
Insurance | ' | |||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||
Insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties and supports the Company’s insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. Insurance collateral also includes a receivable from insurers of $1.3 million and $1.6 million as of September 30, 2013 and December 31, 2012, respectively, for liabilities in excess of our self-insured retention. | ||||||||||||||||||||||||||
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 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 the balance sheet date. | ||||||||||||||||||||||||||
The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on quarterly consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns and legal costs, and changes in case reserves and the assumed rate of inflation in healthcare 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. | ||||||||||||||||||||||||||
The Company’s most recent actuarial valuation was completed in September 2013. As a result of this and previous actuarial valuations, the Company recorded increases in its provisions for insurance liabilities of $1.6 million and $1.2 million during the three and nine month periods ended September 30, 2013, respectively, compared to increases of $0.9 million and $0.3 million for three and nine month periods ended September 30, 2012, respectively, related to reserves for losses in prior years. | ||||||||||||||||||||||||||
The long-term portion of insurance reserves was $192.8 million and $189.4 million as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||
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. The Company’s billing systems do not provide contractual allowances or uncompensated care reserves on outstanding patient accounts. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients and is not recorded on specific accounts due to the volume and variability of individual patient receivable collections. While the billing systems do not specifically record the allowance for doubtful accounts to individual accounts owed or specific payor classifications, the portion of the allowance for uncompensated care associated with fee for service charges as of December 31, 2012 was equal to approximately 97% and 93% of outstanding self-pay receivables for EmCare and AMR, respectively, consistent with the Company’s collection history. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered and to the contractual allowance when payment is received. The Company’s accounts receivable and allowances are as follows: | ||||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
Gross trade accounts receivable | $ | 3,570,888 | $ | 3,085,758 | ||||||||||||||||||||||
Allowance for contractual discounts | 1,826,881 | 1,619,488 | ||||||||||||||||||||||||
Allowance for uncompensated care | 993,881 | 841,754 | ||||||||||||||||||||||||
Net trade accounts receivable | 750,126 | 624,516 | ||||||||||||||||||||||||
Other receivables, net | 358 | 897 | ||||||||||||||||||||||||
Net accounts receivable — Corporation | 750,484 | 625,413 | ||||||||||||||||||||||||
Other receivables, net — adjustment for Holding | — | (269 | ) | |||||||||||||||||||||||
Net accounts receivable — Holding | $ | 750,484 | $ | 625,144 | ||||||||||||||||||||||
Other receivables primarily represent EmCare hospital subsidies and fees, and AMR fees for stand-by and special events and subsidies from community organizations. | ||||||||||||||||||||||||||
Accounts receivable allowances at EmCare are estimated based on cash collection and write-off experience at a facility level contract and facility specific payor mix. These allowances are reviewed and adjusted monthly through revenue provisions. In addition, a look-back analysis is done, typically after 15 months, to compare actual cash collected on a date of service basis to the revenue recorded for that period. Any adjustment necessary for an overage or deficit in these allowances based on actual collections is recorded through a revenue adjustment in the current period. | ||||||||||||||||||||||||||
AMR contractual allowances are determined primarily on payor reimbursement schedules that are included and regularly updated in the billing systems, and by historical collection experience. The billing systems calculate the difference between payor specific gross billings and contractually agreed to, or governmentally driven, reimbursement rates. The allowance for uncompensated care at AMR is related principally to receivables recorded for self-pay patients. AMR’s allowances on self-pay accounts receivable are estimated on claim level, historical write-off experience. | ||||||||||||||||||||||||||
Business Combinations | ' | |||||||||||||||||||||||||
Business Combinations | ||||||||||||||||||||||||||
Assets and liabilities of an acquired business are recorded at their fair values at the date of acquisition. The excess of the acquisition consideration over the estimated fair values is recorded as goodwill. All acquisition costs are expensed as incurred. While the Company uses its best estimates and assumptions as a part of the acquisition consideration allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period any subsequent adjustments are recorded as expense. | ||||||||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||||
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. Provisions for estimated uncompensated care, or bad debt expense, are related principally to the number of self-pay patients treated in the period and are based primarily on historical collection experience to reduce revenues net of contractual discounts to the estimated amounts the Company expects to collect. Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand-by, special event and community subsidies at AMR. | ||||||||||||||||||||||||||
The majority of the patients the Company treats are for the provision of emergency care in the pre-hospital and hospital settings. Due to federal government regulations governing the provision of such care, the Company is obligated to provide emergency care regardless of the patient’s ability to pay or whether or not the patient has insurance or other third-party coverage for the costs of the services rendered. While the Company attempts to obtain all relevant billing information at the time the patient is within our care, there are numerous patient encounters where such information is not available. In such cases, the Company’s billing operations will initially classify these patients as self-pay, with the applicable estimated allowance for uncompensated care, while they pursue collection of the account. Over the course of the first 30 to 60 days after these self-pay patients have been treated, the billing staff may identify the appropriate insurance or other third-party payor and re-assign the account from a self-pay payor classification to the appropriate payor. Depending on the final payor determination, the allowances for uncompensated care and contractual discounts will be adjusted accordingly. For accounts that remain classified as self-pay, the billing protocols and systems will generate bills and notifications generally for 90 to 120 days. If no collection or additional information is received from the patient, the account is written-off and sent to a collection agency. The Company’s revenue recognition models, which are reviewed and updated on a monthly basis, consider these events in determining the collectability of accounts receivable. | ||||||||||||||||||||||||||
Net revenue for the three and nine month periods ended September 30, 2013 and 2012 consisted of the following: | ||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Fee-for-service revenue, net of contractuals: | ||||||||||||||||||||||||||
Medicare | $ | 231,042 | $ | 195,111 | $ | 700,823 | $ | 577,311 | ||||||||||||||||||
Medicaid | 51,991 | 47,723 | 155,055 | 141,050 | ||||||||||||||||||||||
Commercial insurance and managed care | 590,924 | 541,542 | 1,719,642 | 1,559,170 | ||||||||||||||||||||||
Self-pay | 645,774 | 611,508 | 1,964,068 | 1,703,304 | ||||||||||||||||||||||
Sub-total | 1,519,731 | 1,395,884 | 4,539,588 | 3,980,835 | ||||||||||||||||||||||
Subsidies and fees | 171,477 | 133,256 | 446,673 | 400,226 | ||||||||||||||||||||||
Revenue, net of contractuals | 1,691,208 | 1,529,140 | 4,986,261 | 4,381,061 | ||||||||||||||||||||||
Provision for uncompensated care | (735,320 | ) | (708,329 | ) | (2,242,794 | ) | (1,952,858 | ) | ||||||||||||||||||
Net revenue | $ | 955,888 | $ | 820,811 | $ | 2,743,467 | $ | 2,428,203 | ||||||||||||||||||
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 in 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 resulted in an increase of $1.1 million and a reduction of $1.6 million to the contractual discount or uncompensated care provisions for the three months ended September 30, 2013 and 2012, respectively, and an increase of $0.2 million and a reduction of $6.3 million to the contractual discount or uncompensated care provisions for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
The Company 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. | ||||||||||||||||||||||||||
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, other than current portion of self-insurance estimates, long-term debt and long-term liabilities, other than self-insurance estimates, constitute financial instruments. Based on management’s estimates, the carrying value of these financial instruments approximates their fair value as of September 30, 2013 and December 31, 2012. 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 nine months ended September 30, 2013, the Company derived approximately 28% of its revenue from Medicare and Medicaid, 68% from insurance providers and contracted payors, and 4% directly from patients. | ||||||||||||||||||||||||||
The Company estimates the fair value of its fixed rate senior subordinated notes based on quoted market prices (Level 1). The estimated fair value of the senior subordinated notes at September 30, 2013 was approximately $1,029.1 million with a carrying value of $950.0 million. EMCA Insurance Company, Ltd. held $15 million of the senior subordinated notes at September 30, 2013. | ||||||||||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||||||||||
Fair Value Measurement | ||||||||||||||||||||||||||
The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which 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 fixed income mortgage backed securities, 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 4. | ||||||||||||||||||||||||||
The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Securities | $ | 18,053 | $ | 517 | $ | — | $ | 18,570 | $ | 22,870 | $ | 788 | $ | — | $ | 23,658 | ||||||||||
Fuel hedge | $ | — | $ | 538 | $ | — | $ | 538 | $ | — | $ | 631 | $ | — | $ | 631 | ||||||||||
Liabilities: | ||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 9,401 | $ | 9,401 | $ | — | $ | — | $ | 4,401 | $ | 4,401 | ||||||||||
Interest rate swap | $ | — | $ | 3,453 | $ | — | $ | 3,453 | $ | — | $ | 4,586 | $ | — | $ | 4,586 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has increased by $5.0 million since December 31, 2012 due to recent acquisitions. | ||||||||||||||||||||||||||
During the nine months ended September 30, 2013, we had no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except if such a deferred tax asset is unavailable at the reporting date. If a deferred tax asset is unavailable at the reporting date, then the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2013. We do not expect the adoption of ASU 2013-11 to have a material impact on our financial position or results of operations. | ||||||||||||||||||||||||||
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”) to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). | ||||||||||||||||||||||||||
ASU 2013-02 requires the following: | ||||||||||||||||||||||||||
· present separately for each component of other comprehensive income, current period reclassifications out of AOCI and other amounts of current-period other comprehensive income; and | ||||||||||||||||||||||||||
· separately provide information about the effects on net income of significant amounts reclassified out of each component of AOCI if those amounts all are required to be reclassified to net income in their entirety in the same reporting period. | ||||||||||||||||||||||||||
The Company adopted this new guidance effective January 1, 2013 by adding disclosure in Note 8, Changes in Accumulated Other Comprehensive Income by Component. | ||||||||||||||||||||||||||
Corporation | ' | |||||||||||||||||||||||||
Equity Structure | ' | |||||||||||||||||||||||||
Equity Structure | ' | |||||||||||||||||||||||||
Equity Structure — Corporation | ||||||||||||||||||||||||||
On February 13, 2011, Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Envision Healthcare Intermediate Corporation (“Parent”), formerly known as CDRT Acquisition Corporation, and CDRT Merger Sub, Inc. (“Merger Sub”), formerly a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Merger Sub merged with and into Corporation, with Corporation as the surviving corporation and a wholly owned subsidiary of Parent on May 25, 2011. Immediately following the Merger, all of the outstanding common stock of Parent was owned by Holding, which is owned by affiliates of CD&R and members of management and directors of Corporation. | ||||||||||||||||||||||||||
Prior to the Merger, Corporation acted as the general partner and majority equity holder of EMS LP, with the balance of the EMS LP equity held by persons affiliated with Corporation’s previous principal equity holder. The EMS LP equity was exchangeable at any time for shares of Corporation’s common stock, and holders of the LP exchangeable units had the right to vote at stockholder meetings with limited exceptions. Accordingly, prior to the Merger, Corporation accounted for the LP exchangeable units as if the LP exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of Corporation’s balance sheet and including the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations. | ||||||||||||||||||||||||||
On May 25, 2011, in connection with the Merger, the equity structure of Holding was altered as follows: | ||||||||||||||||||||||||||
· LP units of the entity formerly known as EMS LP were exchanged for Corporation common stock; | ||||||||||||||||||||||||||
· outstanding shares of Corporation common stock were converted into the right to receive $6.88 per share in cash, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· options to purchase shares of Corporation common stock (other than options that were rolled over by certain members of management as described below), vested or unvested, were cancelled and each option was converted into the right to receive a cash payment equal to the excess (if any) of $6.88 per share over the exercise price per share of the option times the number of shares subject to the option, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· restricted shares, vested or unvested, were fully vested at the effective time and canceled and extinguished and each restricted share was converted into the right to receive $6.88 per share in cash, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· restricted stock units, vested or unvested, were cancelled and extinguished, and each restricted stock unit was converted into the right to receive a cash payment equal to $6.88 per share times the number of shares of Corporation common stock subject to such restricted stock units, without interest and less any applicable withholding taxes; | ||||||||||||||||||||||||||
· investment funds (the “CD&R Affiliates”) sponsored by, or affiliated with, CD&R invested $887.1 million in the common stock of Holding, the proceeds of which were contributed to Parent, and the remainder of the acquisition consideration for the Merger was funded through a variety of debt instruments; | ||||||||||||||||||||||||||
· certain members of our management rolled over existing options to purchase Corporation common stock with an aggregate value of $28.3 million, based on the Merger consideration price, into options to purchase common stock of Holding; and | ||||||||||||||||||||||||||
· Merger Sub merged with and into Corporation, with Corporation as the surviving corporation. | ||||||||||||||||||||||||||
Holding | ' | |||||||||||||||||||||||||
Equity Structure | ' | |||||||||||||||||||||||||
Equity Structure | ' | |||||||||||||||||||||||||
Equity Structure and Initial Public Offering — Holding | ||||||||||||||||||||||||||
On August 13, 2013, Holding’s Registration Statement was declared effective by the SEC for an initial public offering of its Common Stock. Holding registered the offering and sale of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, which were sold to the underwriters pursuant to their option to purchase additional shares at a price of $23 per share. On August 19, 2013, Holding completed the offering of 48,300,000 shares of Common Stock, at a price of $23 per share, for an aggregate offering price of $1,110.9 million. At the closing, we 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 Clayton, Dubilier & Rice, LLC (“CD&R”) in connection with the termination of a consulting agreement with Holding and Corporation (“Consulting Agreement”) which was recorded to “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Operation, see Note 12. As of September 30, 2013, approximately $1.6 million of these expenses have not been paid. | ||||||||||||||||||||||||||
Net proceeds from the initial public offering were used to (i) redeem in full Holding’s Senior PIK Toggle Notes due 2017 for a total of $479.6 million, which included a call premium pursuant to the indenture governing the Senior PIK Toggle Notes due 2017 and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, and (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings. The remaining proceeds will be used for general corporate purposes which may include, among other things, repayment of indebtedness and acquisitions. | ||||||||||||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||||||
Schedule of accounts receivable and allowances | ' | |||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
Gross trade accounts receivable | $ | 3,570,888 | $ | 3,085,758 | ||||||||||||||||||||||
Allowance for contractual discounts | 1,826,881 | 1,619,488 | ||||||||||||||||||||||||
Allowance for uncompensated care | 993,881 | 841,754 | ||||||||||||||||||||||||
Net trade accounts receivable | 750,126 | 624,516 | ||||||||||||||||||||||||
Other receivables, net | 358 | 897 | ||||||||||||||||||||||||
Net accounts receivable — Corporation | 750,484 | 625,413 | ||||||||||||||||||||||||
Other receivables, net — adjustment for Holding | — | (269 | ) | |||||||||||||||||||||||
Net accounts receivable — Holding | $ | 750,484 | $ | 625,144 | ||||||||||||||||||||||
Schedule of net revenue | ' | |||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||
Fee-for-service revenue, net of contractuals: | ||||||||||||||||||||||||||
Medicare | $ | 231,042 | $ | 195,111 | $ | 700,823 | $ | 577,311 | ||||||||||||||||||
Medicaid | 51,991 | 47,723 | 155,055 | 141,050 | ||||||||||||||||||||||
Commercial insurance and managed care | 590,924 | 541,542 | 1,719,642 | 1,559,170 | ||||||||||||||||||||||
Self-pay | 645,774 | 611,508 | 1,964,068 | 1,703,304 | ||||||||||||||||||||||
Sub-total | 1,519,731 | 1,395,884 | 4,539,588 | 3,980,835 | ||||||||||||||||||||||
Subsidies and fees | 171,477 | 133,256 | 446,673 | 400,226 | ||||||||||||||||||||||
Revenue, net of contractuals | 1,691,208 | 1,529,140 | 4,986,261 | 4,381,061 | ||||||||||||||||||||||
Provision for uncompensated care | (735,320 | ) | (708,329 | ) | (2,242,794 | ) | (1,952,858 | ) | ||||||||||||||||||
Net revenue | $ | 955,888 | $ | 820,811 | $ | 2,743,467 | $ | 2,428,203 | ||||||||||||||||||
Summary of the valuation of the Company's financial instruments by the fair value hierarchy levels | ' | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Securities | $ | 18,053 | $ | 517 | $ | — | $ | 18,570 | $ | 22,870 | $ | 788 | $ | — | $ | 23,658 | ||||||||||
Fuel hedge | $ | — | $ | 538 | $ | — | $ | 538 | $ | — | $ | 631 | $ | — | $ | 631 | ||||||||||
Liabilities: | ||||||||||||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 9,401 | $ | 9,401 | $ | — | $ | — | $ | 4,401 | $ | 4,401 | ||||||||||
Interest rate swap | $ | — | $ | 3,453 | $ | — | $ | 3,453 | $ | — | $ | 4,586 | $ | — | $ | 4,586 | ||||||||||
Basic_and_Diluted_Net_Loss_Inc1
Basic and Diluted Net (Loss) Income Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basic and Diluted Net (Loss) Income Per Share | ' | |||||||||||||
EPS amounts and the basic and diluted weighted-average shares outstanding used in the calculation | ' | |||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net (loss) income | $ | (7,663 | ) | $ | 15,209 | $ | (1,913 | ) | $ | 28,842 | ||||
Weighted-average common shares outstanding — common stock: | ||||||||||||||
Basic | 157,282,885 | 130,230,634 | 139,969,940 | 130,219,651 | ||||||||||
Dilutive impact of stock awards outstanding | — | 3,233,248 | — | 2,260,170 | ||||||||||
Diluted | 157,282,885 | 133,463,882 | 139,969,940 | 132,479,821 | ||||||||||
Earnings per share — common stock: | ||||||||||||||
Basic net (loss) income per common share | $ | (0.05 | ) | $ | 0.12 | $ | (0.01 | ) | $ | 0.22 | ||||
Diluted net (loss) income per common share | $ | (0.05 | ) | $ | 0.11 | $ | (0.01 | ) | $ | 0.22 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued wages and benefits | $ | 156,950 | $ | 136,334 | ||||
Accrued paid time-off | 27,267 | 25,626 | ||||||
Current portion of self-insurance reserves | 47,902 | 49,224 | ||||||
Accrued restructuring | 6,504 | 12,318 | ||||||
Current portion of compliance and legal | 6,166 | 3,711 | ||||||
Accrued billing and collection fees | 3,263 | 4,945 | ||||||
Accrued incentive compensation | 20,249 | 22,274 | ||||||
Accrued interest | 27,660 | 7,889 | ||||||
Accrued income taxes | 30,114 | 19,487 | ||||||
Accrued dissenting shareholder settlement | — | 41,826 | ||||||
Other | 56,643 | 63,796 | ||||||
Total accrued liabilities — Corporation | $ | 382,718 | $ | 387,430 | ||||
Adjustments for Holding: | ||||||||
Accrued interest | — | 10,406 | ||||||
Accrued income taxes | (30,114 | ) | (8,901 | ) | ||||
Total accrued liabilities — Holding | $ | 352,604 | $ | 388,935 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt and capital leases | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior subordinated unsecured notes due 2019 | $ | 950,000 | $ | 950,000 | ||||
Senior subordinated unsecured notes purchased by the Company’s subsidiary | (15,000 | ) | (15,000 | ) | ||||
Senior secured term loan due 2018 (4.00% at September 30, 2013) | 1,301,475 | 1,160,609 | ||||||
ABL Facility | — | 125,000 | ||||||
Notes due at various dates from 2013 to 2022 with interest rates from 6% to 10% | 861 | 1,149 | ||||||
Capital lease obligations due at various dates from 2013 to 2018 | 387 | 447 | ||||||
2,237,723 | 2,222,205 | |||||||
Less current portion | (12,316 | ) | (12,282 | ) | ||||
Total long-term debt — Corporation | $ | 2,225,407 | $ | 2,209,923 | ||||
Senior PIK Toggle Notes due 2017 | — | 437,175 | ||||||
Total long-term debt — Holding | $ | 2,225,407 | $ | 2,647,098 | ||||
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Income by Component (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||
Summary of changes in the Company's AOCI by component, after tax | ' | |||||||||||||
Fuel hedge | Interest rate swap | Unrealized | Total | |||||||||||
holding gains on | ||||||||||||||
available-for-sale | ||||||||||||||
securities | ||||||||||||||
Balance as of December 31, 2012 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | $ | (213 | ) | ||||
Other comprehensive income before reclassifications | (546 | ) | (222 | ) | (410 | ) | (1,178 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | (203 | ) | 929 | (172 | ) | 554 | ||||||||
Net current-period other comprehensive income | (749 | ) | 707 | (582 | ) | (624 | ) | |||||||
Balance as of September 30, 2013 | $ | 308 | $ | (2,154 | ) | $ | 1,009 | $ | (837 | ) | ||||
Schedule of Consolidated Statement of Operations affected by reclassifications out of AOCI | ' | |||||||||||||
Amount reclassified from AOCI | ||||||||||||||
Quarter ended | Nine months ended | Affected line item on the | ||||||||||||
September 30, | September 30, | |||||||||||||
Details about AOCI components | 2013 | 2013 | Statement of Operations | |||||||||||
Gains and losses on cash flow hedges | ||||||||||||||
Fuel hedge | $ | 106 | $ | 326 | Operating expenses | |||||||||
Interest rate swap | (502 | ) | (1,489 | ) | Interest expense | |||||||||
(396 | ) | (1,163 | ) | Total before tax | ||||||||||
149 | 437 | Tax benefit | ||||||||||||
$ | (247 | ) | $ | (726 | ) | Net of tax | ||||||||
Unrealized holding gains on available-for-sale securities | $ | 158 | $ | 276 | Realized gain on investments | |||||||||
158 | 276 | Total before tax | ||||||||||||
(59 | ) | (104 | ) | Tax expense | ||||||||||
$ | 99 | $ | 172 | Net of tax | ||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Restructuring Charges | ' | ||||||||||
Schedule of restructuring charges | ' | ||||||||||
2012 Plan | |||||||||||
Lease & Other | Severance | Total | |||||||||
Contract | |||||||||||
Termination Costs | |||||||||||
Balance as of December 31, 2012 | $ | 6,295 | $ | 4,058 | $ | 10,353 | |||||
Incurred | 1,885 | 3,107 | 4,992 | ||||||||
Paid | (5,902 | ) | (4,064 | ) | (9,966 | ) | |||||
Balance as of September 30, 2013 | $ | 2,278 | $ | 3,101 | $ | 5,379 | |||||
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Variable Interest Entities | ' | |||||||
Summary of the HCA-EmCare JV assets and liabilities which are included in the consolidated financial statements | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Current assets | $ | 67,238,293 | $ | 33,141,502 | ||||
Current liabilities | 46,290,990 | 20,081,084 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Information | ' | |||||||||||||
Schedule of the Company's operating segment results | ' | |||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Facility-Based Physician Services | ||||||||||||||
Net revenue | $ | 605,105 | $ | 485,936 | $ | 1,729,158 | $ | 1,403,792 | ||||||
Segment Adjusted EBITDA | 82,032 | 68,750 | 218,767 | 189,231 | ||||||||||
Medical Transportation Services | ||||||||||||||
Net revenue | 350,783 | 334,875 | 1,014,309 | 1,024,411 | ||||||||||
Segment Adjusted EBITDA | 39,623 | 34,690 | 109,843 | 102,105 | ||||||||||
Total | ||||||||||||||
Total net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 | ||||||||||
Total Segment Adjusted EBITDA — Corporation | 121,655 | 103,440 | 328,610 | 291,336 | ||||||||||
Other operating income (expenses) — Holding | 15 | — | (73 | ) | — | |||||||||
Total Segment Adjusted EBITDA — Holding | 121,670 | 103,440 | 328,537 | 291,336 | ||||||||||
Reconciliation of Adjusted EBITDA to Net Income | ||||||||||||||
Segment Adjusted EBITDA — Corporation | $ | 121,655 | $ | 103,440 | $ | 328,610 | $ | 291,336 | ||||||
Depreciation and amortization expense | (35,175 | ) | (30,592 | ) | (104,552 | ) | (91,844 | ) | ||||||
Restructuring charges | (1,319 | ) | (2,028 | ) | (4,988 | ) | (10,751 | ) | ||||||
Equity-based compensation expense | (1,062 | ) | (1,062 | ) | (3,186 | ) | (3,186 | ) | ||||||
Related party management fees | (20,609 | ) | (1,250 | ) | (23,109 | ) | (3,750 | ) | ||||||
Interest expense | (39,131 | ) | (41,322 | ) | (117,959 | ) | (126,288 | ) | ||||||
Realized gain on investments | 158 | 5 | 276 | 366 | ||||||||||
Interest and other (expense) income | (52 | ) | 937 | (13,022 | ) | 1,340 | ||||||||
Loss on early debt extinguishment | — | (1,561 | ) | (122 | ) | (6,733 | ) | |||||||
Income tax expense | (9,816 | ) | (11,448 | ) | (27,782 | ) | (21,952 | ) | ||||||
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 | ||||||||||
Net income — Corporation | $ | 14,717 | $ | 15,209 | $ | 34,396 | $ | 28,842 | ||||||
Adjustments for Holding: | ||||||||||||||
Other operating income (expenses) | 15 | — | (73 | ) | — | |||||||||
Loss on early debt extinguishment | (29,519 | ) | — | (29,519 | ) | — | ||||||||
Interest expense | (7,641 | ) | — | (30,567 | ) | — | ||||||||
Income tax benefit | 14,765 | — | 23,850 | — | ||||||||||
Net (loss) income — Holding | $ | (7,663 | ) | $ | 15,209 | $ | (1,913 | ) | $ | 28,842 | ||||
Schedule of reconciliation of Segment Adjusted EBITDA to cash flows provided by operating activities | ' | |||||||||||||
Quarter ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment Adjusted EBITDA — Corporation | $ | 121,655 | $ | 103,440 | $ | 328,610 | $ | 291,336 | ||||||
Related party management fees | (20,609 | ) | (1,250 | ) | (23,109 | ) | (3,750 | ) | ||||||
Restructuring charges | (1,319 | ) | (2,028 | ) | (4,988 | ) | (10,751 | ) | ||||||
Interest expense (less deferred loan fee amortization) | (35,303 | ) | (37,328 | ) | (106,644 | ) | (113,923 | ) | ||||||
Payment of dissenting shareholder settlement | — | — | (13,717 | ) | — | |||||||||
Change in accounts receivable | (69,716 | ) | (25,547 | ) | (126,237 | ) | (68,376 | ) | ||||||
Change in other operating assets/liabilities | 65,738 | 36,606 | 51,038 | 51,474 | ||||||||||
Excess tax benefits from equity-based compensation | — | — | (3,168 | ) | — | |||||||||
Interest and other income (expense) | (52 | ) | 937 | (13,022 | ) | 1,340 | ||||||||
Income tax benefit (expense), net of change in deferred taxes | (9,729 | ) | 31,491 | (25,538 | ) | 21,194 | ||||||||
Other | 89 | (205 | ) | 775 | 703 | |||||||||
Cash flows provided by operating activities - Corporation | $ | 50,754 | $ | 106,116 | $ | 64,000 | $ | 169,247 | ||||||
Adjustments for Holding: | ||||||||||||||
Other operating income (expenses) | 15 | — | (73 | ) | — | |||||||||
Interest expense (less deferred loan fee amortization) | (6,936 | ) | — | (27,749 | ) | — | ||||||||
Change in accounts receivable | (1,827 | ) | — | (269 | ) | — | ||||||||
Change in other operating assets/liabilities | (25,050 | ) | — | (36,209 | ) | — | ||||||||
Income tax benefit, net of change in deferred taxes | 14,766 | — | 25,925 | — | ||||||||||
Cash flows provided by operating activities — Holding | $ | 31,722 | $ | 106,116 | $ | 25,625 | $ | 169,247 | ||||||
Guarantors_of_Debt_Tables
Guarantors of Debt (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Guarantors of Debt | ' | ||||||||||||||||
Schedule of Consolidating Statements of Operations | ' | ||||||||||||||||
Consolidating Statements of Operations | |||||||||||||||||
For the three months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 955,403 | $ | 19,415 | $ | (18,930 | ) | $ | 955,888 | ||||||
Compensation and benefits | — | 677,618 | 179 | — | 677,797 | ||||||||||||
Operating expenses | — | 110,396 | 8 | — | 110,404 | ||||||||||||
Insurance expense | — | 30,841 | 15,063 | (18,930 | ) | 26,974 | |||||||||||
Selling, general and administrative expenses | — | 40,714 | 17 | — | 40,731 | ||||||||||||
Depreciation and amortization expense | — | 35,171 | 4 | — | 35,175 | ||||||||||||
Restructuring charges | — | 1,319 | — | — | 1,319 | ||||||||||||
Income from operations | — | 59,344 | 4,144 | — | 63,488 | ||||||||||||
Interest (loss) income from restricted assets | — | 2 | — | — | 2 | ||||||||||||
Interest expense | — | (39,131 | ) | — | — | (39,131 | ) | ||||||||||
Realized (loss) gain on investments | — | 158 | — | — | 158 | ||||||||||||
Interest and other expense | — | (6 | ) | (46 | ) | — | (52 | ) | |||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 20,367 | 4,098 | — | 24,465 | ||||||||||||
Income tax expense | — | (9,811 | ) | (5 | ) | — | (9,816 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 10,556 | 4,093 | — | 14,649 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 14,717 | — | 68 | (14,717 | ) | 68 | |||||||||||
Net income (loss) | $ | 14,717 | $ | 10,556 | $ | 4,161 | $ | (14,717 | ) | $ | 14,717 | ||||||
For the three months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 820,352 | $ | 18,708 | $ | (18,249 | ) | $ | 820,811 | ||||||
Compensation and benefits | — | 577,347 | 155 | — | 577,502 | ||||||||||||
Operating expenses | — | 100,609 | 8 | — | 100,617 | ||||||||||||
Insurance expense | — | 21,187 | 19,969 | (18,249 | ) | 22,907 | |||||||||||
Selling, general and administrative expenses | — | 18,534 | 7 | — | 18,541 | ||||||||||||
Depreciation and amortization expense | — | 30,592 | — | — | 30,592 | ||||||||||||
Restructuring charges | — | 2,028 | — | — | 2,028 | ||||||||||||
Income from operations | — | 70,055 | (1,431 | ) | — | 68,624 | |||||||||||
Interest income from restricted assets | — | (1,817 | ) | 1,701 | — | (116 | ) | ||||||||||
Interest expense | — | (41,322 | ) | — | — | (41,322 | ) | ||||||||||
Realized gain on investments | — | (1 | ) | 6 | — | 5 | |||||||||||
Interest and other income | — | 973 | (36 | ) | — | 937 | |||||||||||
Loss on early debt extinguishment | — | (1,561 | ) | — | — | (1,561 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 26,327 | 240 | — | 26,567 | ||||||||||||
Income tax expense | — | (11,443 | ) | (5 | ) | — | (11,448 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 14,884 | 235 | — | 15,119 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 15,209 | — | 90 | (15,209 | ) | 90 | |||||||||||
Net income (loss) | $ | 15,209 | $ | 14,884 | $ | 325 | $ | (15,209 | ) | $ | 15,209 | ||||||
For the nine months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 2,742,003 | $ | 57,024 | $ | (55,560 | ) | $ | 2,743,467 | ||||||
Compensation and benefits | — | 1,963,022 | 524 | — | 1,963,546 | ||||||||||||
Operating expenses | — | 313,055 | 20 | — | 313,075 | ||||||||||||
Insurance expense | — | 78,623 | 55,584 | (55,560 | ) | 78,647 | |||||||||||
Selling, general and administrative expenses | — | 86,476 | 42 | — | 86,518 | ||||||||||||
Depreciation and amortization expense | — | 104,538 | 14 | — | 104,552 | ||||||||||||
Restructuring charges | — | 4,988 | — | — | 4,988 | ||||||||||||
Income from operations | — | 191,301 | 840 | — | 192,141 | ||||||||||||
Interest (loss) income from restricted assets | — | (3,002 | ) | 3,636 | — | 634 | |||||||||||
Interest expense | — | (117,959 | ) | — | — | (117,959 | ) | ||||||||||
Realized (loss) gain on investments | — | 37 | 239 | — | 276 | ||||||||||||
Interest and other expense | — | (12,913 | ) | (109 | ) | — | (13,022 | ) | |||||||||
Loss on early debt extinguishment | — | (122 | ) | — | — | (122 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 57,342 | 4,606 | — | 61,948 | ||||||||||||
Income tax expense | — | (27,765 | ) | (17 | ) | — | (27,782 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 29,577 | 4,589 | — | 34,166 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 34,396 | — | 230 | (34,396 | ) | 230 | |||||||||||
Net income (loss) | $ | 34,396 | $ | 29,577 | $ | 4,819 | $ | (34,396 | ) | $ | 34,396 | ||||||
For the nine months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Net revenue | $ | — | $ | 2,426,835 | $ | 56,650 | $ | (55,282 | ) | $ | 2,428,203 | ||||||
Compensation and benefits | — | 1,705,758 | 447 | — | 1,706,205 | ||||||||||||
Operating expenses | — | 304,991 | 14 | — | 305,005 | ||||||||||||
Insurance expense | — | 70,435 | 60,199 | (55,282 | ) | 75,352 | |||||||||||
Selling, general and administrative expenses | — | 57,655 | 15 | — | 57,670 | ||||||||||||
Depreciation and amortization expense | — | 91,844 | — | — | 91,844 | ||||||||||||
Restructuring charges | — | 10,751 | — | — | 10,751 | ||||||||||||
Income from operations | — | 185,401 | (4,025 | ) | — | 181,376 | |||||||||||
Interest income from restricted assets | — | (2,908 | ) | 3,337 | — | 429 | |||||||||||
Interest expense | — | (126,288 | ) | — | — | (126,288 | ) | ||||||||||
Realized gain on investments | — | (1,176 | ) | 1,542 | — | 366 | |||||||||||
Interest and other income (expense) | — | 1,463 | (123 | ) | — | 1,340 | |||||||||||
Loss on early debt extinguishment | — | (6,733 | ) | — | — | (6,733 | ) | ||||||||||
Income before taxes and equity in earnings of unconsolidated subsidiary | — | 49,759 | 731 | — | 50,490 | ||||||||||||
Income tax expense | — | (21,937 | ) | (15 | ) | — | (21,952 | ) | |||||||||
Income before equity in earnings of unconsolidated subsidiary | — | 27,822 | 716 | — | 28,538 | ||||||||||||
Equity in earnings of unconsolidated subsidiary | 28,842 | — | 304 | (28,842 | ) | 304 | |||||||||||
Net income (loss) | $ | 28,842 | $ | 27,822 | $ | 1,020 | $ | (28,842 | ) | $ | 28,842 | ||||||
Schedule of Consolidating Balance Sheet | ' | ||||||||||||||||
Consolidating Balance Sheet | |||||||||||||||||
As of September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | Eliminations/ | |||||||||||||||
Corporation | Guarantors | Non-Guarantor | Adjustments | Total | |||||||||||||
Assets | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 52,624 | $ | 56,415 | $ | (15,000 | ) | $ | 94,039 | ||||||
Insurance collateral | — | 9,431 | 73,500 | (53,892 | ) | 29,039 | |||||||||||
Trade and other accounts receivable, net | — | 748,544 | 3,614 | (1,674 | ) | 750,484 | |||||||||||
Parts and supplies inventory | — | 22,526 | 13 | — | 22,539 | ||||||||||||
Prepaids and other current assets | 4,323 | 23,628 | 452 | — | 28,403 | ||||||||||||
Current deferred tax assets | — | — | 3,515 | (3,515 | ) | — | |||||||||||
Current assets | 4,323 | 856,753 | 137,509 | (74,081 | ) | 924,504 | |||||||||||
Non-current assets: | |||||||||||||||||
Property, plant, and equipment, net | — | 190,837 | — | — | 190,837 | ||||||||||||
Intercompany receivable | 2,253,808 | — | 10,383 | (2,264,191 | ) | — | |||||||||||
Intangible assets, net | — | 524,317 | — | — | 524,317 | ||||||||||||
Non-current deferred tax assets | — | — | 3,125 | (3,125 | ) | — | |||||||||||
Insurance collateral | — | 72,015 | 12,107 | (72,015 | ) | 12,107 | |||||||||||
Goodwill | — | 2,440,476 | 125 | (2,981 | ) | 2,437,620 | |||||||||||
Other long-term assets | 66,753 | — | 1,252 | 7,964 | 75,969 | ||||||||||||
Investment and advances in subsidiaries | 1,033,139 | 4,379 | 6,998 | (1,044,516 | ) | — | |||||||||||
Assets | $ | 3,358,023 | $ | 4,088,777 | $ | 171,499 | $ | (3,452,945 | ) | $ | 4,165,354 | ||||||
Liabilities and Equity | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | — | $ | 65,107 | $ | 134 | $ | — | $ | 65,241 | |||||||
Accrued liabilities | 30,657 | 340,355 | 15,093 | (3,387 | ) | 382,718 | |||||||||||
Current deferred tax liabilities | — | 31,741 | — | (3,515 | ) | 28,226 | |||||||||||
Current portion of long-term debt | 11,872 | 444 | — | — | 12,316 | ||||||||||||
Current liabilities | 42,529 | 437,647 | 15,227 | (6,902 | ) | 488,501 | |||||||||||
Long-term debt | 2,239,604 | 803 | — | (15,000 | ) | 2,225,407 | |||||||||||
Long-term deferred tax liabilities | — | 161,970 | — | (5,120 | ) | 156,850 | |||||||||||
Insurance reserves and other long-term liabilities | — | 184,497 | 151,893 | (124,214 | ) | 212,176 | |||||||||||
Intercompany payable | — | 2,264,191 | — | (2,264,191 | ) | — | |||||||||||
Liabilities | 2,282,133 | 3,049,108 | 167,120 | (2,415,427 | ) | 3,082,934 | |||||||||||
Equity: | |||||||||||||||||
Common stock | — | — | 30 | (30 | ) | — | |||||||||||
Treasury stock | (1,347 | ) | — | — | — | (1,347 | ) | ||||||||||
Additional paid-in capital | 1,003,013 | 963,264 | — | (963,264 | ) | 1,003,013 | |||||||||||
Retained earnings | 75,061 | 71,925 | 3,136 | (75,061 | ) | 75,061 | |||||||||||
Accumulated other comprehensive loss | (837 | ) | (2,050 | ) | 1,213 | 837 | (837 | ) | |||||||||
Total Corporation equity | 1,075,890 | 1,033,139 | 4,379 | (1,037,518 | ) | 1,075,890 | |||||||||||
Noncontrolling interest | — | 6,530 | — | — | 6,530 | ||||||||||||
Total equity | 1,075,890 | 1,039,669 | 1,243 | (1,037,518 | ) | 1,082,420 | |||||||||||
Liabilities and Equity | $ | 3,358,023 | $ | 4,088,777 | $ | 171,499 | $ | (3,452,945 | ) | $ | 4,165,354 | ||||||
Consolidating Balance Sheet | |||||||||||||||||
As of December 31, 2012 | |||||||||||||||||
Corporation | Subsidiary | Subsidiary | Eliminations/ | Total | |||||||||||||
Guarantors | Non- | Adjustments | |||||||||||||||
Guarantor | |||||||||||||||||
Assets | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | 6,924 | $ | 65,627 | $ | (15,000 | ) | $ | 57,551 | ||||||
Insurance collateral | — | 6,626 | 35,975 | (18,120 | ) | 24,481 | |||||||||||
Trade and other accounts receivable, net | — | 623,651 | 3,738 | (1,976 | ) | 625,413 | |||||||||||
Parts and supplies inventory | — | 22,041 | 9 | — | 22,050 | ||||||||||||
Prepaids and other current assets | — | 23,679 | 297 | (462 | ) | 23,514 | |||||||||||
Current deferred tax assets | — | — | 3,447 | (3,447 | ) | — | |||||||||||
Current assets | — | 682,921 | 109,093 | (39,005 | ) | 753,009 | |||||||||||
Non-current assets: | |||||||||||||||||
Property, plant, and equipment, net | — | 191,864 | — | — | 191,864 | ||||||||||||
Intercompany receivable | 2,237,508 | — | 11,596 | (2,249,104 | ) | — | |||||||||||
Intangible assets, net | — | 564,218 | — | — | 564,218 | ||||||||||||
Non-current deferred tax assets | — | — | 1,097 | (1,097 | ) | — | |||||||||||
Insurance collateral | — | 65,762 | 5,491 | (50,493 | ) | 20,760 | |||||||||||
Goodwill | — | 2,416,613 | — | (2,981 | ) | 2,413,632 | |||||||||||
Other long-term assets | 84,538 | — | 1,580 | (261 | ) | 85,857 | |||||||||||
Investment and advances in subsidiaries | 930,119 | 3,001 | — | (933,120 | ) | — | |||||||||||
Assets | $ | 3,252,165 | $ | 3,924,379 | $ | 128,857 | $ | (3,276,061 | ) | $ | 4,029,340 | ||||||
Liabilities and Equity | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | — | $ | 53,505 | $ | 287 | — | $ | 53,792 | ||||||||
Accrued liabilities | 47,184 | 328,153 | 15,782 | (3,689 | ) | 387,430 | |||||||||||
Current deferred tax liabilities | — | 27,015 | — | (3,447 | ) | 23,568 | |||||||||||
Current portion of long-term debt | 11,871 | 411 | — | — | 12,282 | ||||||||||||
Current liabilities | 59,055 | 409,084 | 16,069 | (7,136 | ) | 477,072 | |||||||||||
Long-term debt | 2,223,738 | 1,185 | — | (15,000 | ) | 2,209,923 | |||||||||||
Long-term deferred tax liabilities | — | 159,942 | — | (3,092 | ) | 156,850 | |||||||||||
Insurance reserves and other long-term liabilities | — | 168,415 | 109,787 | (68,609 | ) | 209,593 | |||||||||||
Intercompany payable | — | 2,249,104 | — | (2,249,104 | ) | — | |||||||||||
Liabilities | 2,282,793 | 2,987,730 | 125,856 | (2,342,941 | ) | 3,053,438 | |||||||||||
Equity: | |||||||||||||||||
Common stock | — | — | 30 | (30 | ) | — | |||||||||||
Treasury stock | (381 | ) | — | — | — | (381 | ) | ||||||||||
Additional paid-in capital | 908,488 | 871,306 | — | (871,306 | ) | 908,488 | |||||||||||
Retained earnings | 61,478 | 59,206 | 2,272 | (61,478 | ) | 61,478 | |||||||||||
Accumulated other comprehensive loss | (213 | ) | (393 | ) | 699 | (306 | ) | (213 | ) | ||||||||
Total Corporation equity | 969,372 | 930,119 | 3,001 | (933,120 | ) | 969,372 | |||||||||||
Noncontrolling interest | — | 6,530 | — | — | 6,530 | ||||||||||||
Total equity | 969,372 | 936,649 | 3,001 | (933,120 | ) | 975,902 | |||||||||||
Liabilities and Equity | $ | 3,252,165 | $ | 3,924,379 | $ | 128,857 | $ | (3,276,061 | ) | $ | 4,029,340 | ||||||
Schedule of Condensed Consolidating Statement of Cash Flows | ' | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the nine months ended September 30, 2013 | |||||||||||||||||
Subsidiary | Subsidiary | ||||||||||||||||
Corporation | Guarantors | Non-guarantors | Total | ||||||||||||||
Cash Flows from Operating Activities | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 91,441 | $ | (34,489 | ) | $ | 56,952 | ||||||||
Cash Flows from Investing Activities | |||||||||||||||||
Purchase of property, plant and equipment | — | (45,493 | ) | — | (45,493 | ) | |||||||||||
Proceeds from sale of property, plant and equipment | — | 396 | — | 396 | |||||||||||||
Acquisition of businesses, net of cash received | — | (27,358 | ) | — | (27,358 | ) | |||||||||||
Net change in insurance collateral | — | (24,102 | ) | 26,982 | 2,880 | ||||||||||||
Other investing activities | — | (456 | ) | — | (456 | ) | |||||||||||
Net cash (used in) provided by investing activities | — | (97,013 | ) | 26,982 | (70,031 | ) | |||||||||||
Cash Flows from Financing Activities | |||||||||||||||||
Corporation issuance of class A common stock | 1,117 | — | — | 1,117 | |||||||||||||
Borrowings under senior secured term loan facility | 150,000 | — | — | 150,000 | |||||||||||||
Capital contributed by Holding | 85,073 | — | — | 85,073 | |||||||||||||
Repayments of senior secured term loan facility and other debt | (10,383 | ) | — | — | (10,383 | ) | |||||||||||
Net payments under ABL credit facility | — | (125,000 | ) | — | (125,000 | ) | |||||||||||
Debt issue costs | (5,007 | ) | — | — | (5,007 | ) | |||||||||||
Excess tax benefits from stock-based compensation | — | 3,168 | — | 3,168 | |||||||||||||
Dividend paid | — | (20,813 | ) | — | (20,813 | ) | |||||||||||
Payment of dissenting shareholder settlement | — | (38,336 | ) | — | (38,336 | ) | |||||||||||
Net change in bank overdrafts | — | 1,686 | — | 1,686 | |||||||||||||
Net intercompany borrowings (payments) | (220,800 | ) | 222,505 | (1,705 | ) | — | |||||||||||
Net cash (used in) provided by financing activities | — | 43,210 | (1,705 | ) | 41,505 | ||||||||||||
Change in cash and cash equivalents | — | 37,638 | (9,212 | ) | 28,426 | ||||||||||||
Cash and cash equivalents, beginning of period | — | 6,925 | 50,626 | 57,551 | |||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 44,563 | $ | 41,414 | $ | 85,977 | |||||||||
For the nine months ended September 30, 2012 | |||||||||||||||||
Subsidiary | Subsidiary | ||||||||||||||||
Corporation | Guarantors | Non-guarantors | Total | ||||||||||||||
Cash Flows from Operating Activities | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | 223,882 | $ | (54,635 | ) | $ | 169,247 | ||||||||
Cash Flows from Investing Activities | |||||||||||||||||
Purchase of property, plant and equipment | — | (44,311 | ) | — | (44,311 | ) | |||||||||||
Proceeds from sale of property, plant and equipment | — | 7,092 | — | 7,092 | |||||||||||||
Acquisition of businesses, net of cash received | — | (20,559 | ) | — | (20,559 | ) | |||||||||||
Net change in insurance collateral | — | (33,717 | ) | 124,318 | 90,601 | ||||||||||||
Other investing activities | — | 589 | — | 589 | |||||||||||||
Net cash (used in) provided by investing activities | — | (90,906 | ) | 124,318 | 33,412 | ||||||||||||
Cash Flows from Financing Activities | |||||||||||||||||
Repayments of debt and capital lease obligations | (225,616 | ) | — | — | (225,616 | ) | |||||||||||
Debt issue costs | (95 | ) | — | — | (95 | ) | |||||||||||
Repayment of equity | (528 | ) | — | — | (528 | ) | |||||||||||
Proceeds from noncontrolling interest | — | 6,530 | — | 6,530 | |||||||||||||
Net change in bank overdrafts | — | 11,455 | — | 11,455 | |||||||||||||
Net intercompany borrowings (payments) | 226,239 | (199,043 | ) | (27,196 | ) | — | |||||||||||
Net cash used in financing activities | — | (181,058 | ) | (27,196 | ) | (208,254 | ) | ||||||||||
Change in cash and cash equivalents | — | (48,082 | ) | 42,487 | (5,595 | ) | |||||||||||
Cash and cash equivalents, beginning of period | — | 104,657 | 29,366 | 134,023 | |||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 56,575 | $ | 71,853 | $ | 128,428 | |||||||||
General_Details
General (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Jul. 29, 2013 | Aug. 13, 2013 | |
item | Holding | Holding | ||
Basis of Presentation of Financial Statements | ' | ' | ' | ' |
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 | ' |
Treasury shares issued | ' | ' | 504,197 | ' |
Number of operating subsidiaries | 2 | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Insurance | ' | ' | ' | ' | ' |
Reinsurance receivable | $1.30 | ' | $1.30 | ' | $1.60 |
Discount rate for claims other than general liability claims (as a percent) | ' | ' | 1.50% | ' | ' |
Increases in provisions for insurance liabilities for prior year losses | 1.6 | 0.9 | 1.2 | 0.3 | ' |
Long-term portion of insurance reserves | 192.8 | ' | 192.8 | ' | 189.4 |
Minimum | ' | ' | ' | ' | ' |
Insurance | ' | ' | ' | ' | ' |
Liability exposure in instances where third-party insurance coverage is obtained | ' | ' | 1 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Insurance | ' | ' | ' | ' | ' |
Liability exposure in instances where third-party insurance coverage is obtained | ' | ' | $3 | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Trade and Other Accounts Receivable, net | ' | ' |
Net accounts receivable | $750,484 | $625,144 |
Period after which look-back analysis is performed to review and adjust overage or deficit in accounts receivable allowances | '15 months | ' |
Holding | ' | ' |
Trade and Other Accounts Receivable, net | ' | ' |
Other receivables, net | ' | -269 |
Corporation | ' | ' |
Trade and Other Accounts Receivable, net | ' | ' |
Gross trade accounts receivable | 3,570,888 | 3,085,758 |
Allowance for contractual discounts | 1,826,881 | 1,619,488 |
Allowance for uncompensated care | 993,881 | 841,754 |
Net trade accounts receivable | 750,126 | 624,516 |
Other receivables, net | 358 | 897 |
Net accounts receivable | $750,484 | $625,413 |
EmCare | ' | ' |
Trade and Other Accounts Receivable, net | ' | ' |
Provision for uncompensated care associated with fee for service charges as a percentage of outstanding self-pay receivables | ' | 97.00% |
AMR | ' | ' |
Trade and Other Accounts Receivable, net | ' | ' |
Provision for uncompensated care associated with fee for service charges as a percentage of outstanding self-pay receivables | ' | 93.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractuals | $1,519,731,000 | $1,395,884,000 | $4,539,588,000 | $3,980,835,000 |
Subsidies and fees | 171,477,000 | 133,256,000 | 446,673,000 | 400,226,000 |
Revenue, net of contractuals | 1,691,208,000 | 1,529,140,000 | 4,986,261,000 | 4,381,061,000 |
Provision for uncompensated care | -735,320,000 | -708,329,000 | -2,242,794,000 | -1,952,858,000 |
Net revenue | 955,888,000 | 820,811,000 | 2,743,467,000 | 2,428,203,000 |
Revenue Recognition | ' | ' | ' | ' |
Increase (decrease) in contractual discount or uncompensated care provisions | 1,100,000 | -1,600,000 | 200,000 | -6,300,000 |
Medicare | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractuals | 231,042,000 | 195,111,000 | 700,823,000 | 577,311,000 |
Medicaid | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractuals | 51,991,000 | 47,723,000 | 155,055,000 | 141,050,000 |
Commercial insurance and managed care | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractuals | 590,924,000 | 541,542,000 | 1,719,642,000 | 1,559,170,000 |
Self-pay | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractuals | $645,774,000 | $611,508,000 | $1,964,068,000 | $1,703,304,000 |
Minimum | Self-pay | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Treatment period | ' | ' | '30 days | ' |
Bills and notifications period | ' | ' | '90 days | ' |
Maximum | Self-pay | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Treatment period | ' | ' | '60 days | ' |
Bills and notifications period | ' | ' | '120 days | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2013 | 25-May-11 | Sep. 30, 2013 | 31-May-11 | Sep. 30, 2013 | 31-May-11 | 31-May-11 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 19, 2013 | Aug. 13, 2013 | Aug. 19, 2013 | Aug. 13, 2013 | |
Corporation | Corporation | Corporation | Corporation | Corporation | CD&R | CD&R | Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | ||||
Stock options | Stock options | Restricted shares | Restricted stock units | Corporation | Senior PIK Toggle Notes due 2017 | Revolving credit facility | CD&R | Initial public offering | Initial public offering | Underwriters overallotment option | Underwriters overallotment option | |||||||
Equity Structure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of Common Stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,300,000 | 42,000,000 | ' | 6,300,000 |
Issue price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $23 | ' | ' | $23 |
Aggregate offering price | $1,110,900,000 | $1,112,017,000 | ' | $1,117,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,025,900,000 | $1,110,900,000 |
Underwriters' discounts and commissions and offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000,000 |
Payment made in connection with the termination of a corporation consulting agreement | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' |
Remaining stock issuance costs payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
Amount used to redeem or repay the debt outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 479,600,000 | 16,500,000 | ' | ' | ' | ' | ' |
Cash to be received for outstanding shares of common stock (in dollars per share) | ' | ' | $6.88 | $6.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share to determine cash payment (in dollars per share) | ' | ' | ' | ' | $6.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash to be received for stock awards (in dollars per share) | ' | ' | ' | ' | ' | ' | $6.88 | $6.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 887,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of existing options rolled over to purchase common stock | ' | ' | ' | ' | ' | $28,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (Net revenue, Customer concentration risk) | 9 Months Ended |
Sep. 30, 2013 | |
Medicare and Medicaid | ' |
Concentration of credit risk | ' |
Percentage of concentration risk | 28.00% |
Insurance providers and contracted payors | ' |
Concentration of credit risk | ' |
Percentage of concentration risk | 68.00% |
Patients | ' |
Concentration of credit risk | ' |
Percentage of concentration risk | 4.00% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (Senior subordinated unsecured notes purchased by EVHC subsidiary, USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Financial Instruments | ' |
Estimated fair value of the senior subordinate notes | $1,029.10 |
Carrying value of the senior subordinate notes | 950 |
EMCA Insurance Company, Ltd. | ' |
Financial Instruments | ' |
Carrying value of the senior subordinate notes | $15 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Sep. 30, 2013 | |
Fair value measurement | ' | ' |
Transfers in assets from Level 1 to level 2 fair value measurements | ' | $0 |
Transfers in assets from Level 2 to level 1 fair value measurements | ' | 0 |
Transfers in liabilities from Level 1 to level 2 fair value measurements | ' | 0 |
Transfers in liabilities from Level 2 to level 1 fair value measurements | ' | 0 |
Level 1 | Securities | ' | ' |
Fair value measurement | ' | ' |
Assets | 22,870,000 | 18,053,000 |
Level 2 | Securities | ' | ' |
Fair value measurement | ' | ' |
Assets | 788,000 | 517,000 |
Level 2 | Fuel hedge | ' | ' |
Fair value measurement | ' | ' |
Assets | 631,000 | 538,000 |
Level 2 | Interest rate swap | ' | ' |
Fair value measurement | ' | ' |
Liabilities | 4,586,000 | 3,453,000 |
Level 3 | Contingent consideration | ' | ' |
Fair value measurement | ' | ' |
Liabilities | 4,401,000 | 9,401,000 |
Increase in a level 3 liability of the contingent consideration | 5,000,000 | ' |
Total | Securities | ' | ' |
Fair value measurement | ' | ' |
Assets | 23,658,000 | 18,570,000 |
Total | Fuel hedge | ' | ' |
Fair value measurement | ' | ' |
Assets | 631,000 | 538,000 |
Total | Contingent consideration | ' | ' |
Fair value measurement | ' | ' |
Liabilities | 4,401,000 | 9,401,000 |
Total | Interest rate swap | ' | ' |
Fair value measurement | ' | ' |
Liabilities | $4,586,000 | $3,453,000 |
Basic_and_Diluted_Net_Loss_Inc2
Basic and Diluted Net (Loss) Income Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic and diluted net (loss) income per share | ' | ' | ' | ' |
Net (loss) income | ($7,663) | $15,209 | ($1,913) | $28,842 |
Weighted-average common shares outstanding - common stock: | ' | ' | ' | ' |
Basic (in shares) | 157,282,885 | 130,230,634 | 139,969,940 | 130,219,651 |
Diluted (in shares) | 157,282,885 | 133,463,882 | 139,969,940 | 132,479,821 |
Earnings per share - common stock: | ' | ' | ' | ' |
Basic net (loss) income per common share (in dollars per share) | ($0.05) | $0.12 | ($0.01) | $0.22 |
Diluted net (loss) income per common share (in dollars per share) | ($0.05) | $0.11 | ($0.01) | $0.22 |
Holding | ' | ' | ' | ' |
Basic and diluted net (loss) income per share | ' | ' | ' | ' |
Net (loss) income | ($7,663) | $15,209 | ($1,913) | $28,842 |
Weighted-average common shares outstanding - common stock: | ' | ' | ' | ' |
Basic (in shares) | 157,282,885 | 130,230,634 | 139,969,940 | 130,219,651 |
Dilutive impact of stock awards outstanding (in shares) | ' | 3,233,248 | ' | 2,260,170 |
Diluted (in shares) | 157,282,885 | 133,463,882 | 139,969,940 | 132,479,821 |
Earnings per share - common stock: | ' | ' | ' | ' |
Basic net (loss) income per common share (in dollars per share) | ($0.05) | $0.12 | ($0.01) | $0.22 |
Diluted net (loss) income per common share (in dollars per share) | ($0.05) | $0.11 | ($0.01) | $0.22 |
Stock awards of common stock outstanding excluded from the computations of diluted loss per share and weighted-average common shares outstanding | 6,088,252 | ' | 8,663,107 | 0 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | CMORx, LLC | Guardian | NightRays | |
item | ||||
Acquisitions | ' | ' | ' | ' |
Number of related corporations which leverage the provision of non-emergency medical transportation services | ' | 2 | ' | ' |
Purchase price | ' | $26.40 | ' | ' |
Goodwill | ' | 24.4 | ' | ' |
Intangible assets | ' | 3.9 | ' | ' |
Property, plant and equipment | ' | 1.6 | ' | ' |
Net current liabilities | ' | 3.5 | ' | ' |
Amount reclassified from goodwill to intangible assets | ' | ' | 8.7 | 4.3 |
Increase in deferred tax liability | $3.30 | ' | ' | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued liabilities | ' | ' |
Total accrued liabilities | $352,604 | $388,935 |
Holding | ' | ' |
Accrued liabilities | ' | ' |
Accrued interest | ' | 10,406 |
Accrued income taxes | -30,114 | -8,901 |
Corporation | ' | ' |
Accrued liabilities | ' | ' |
Accrued wages and benefits | 156,950 | 136,334 |
Accrued paid time-off | 27,267 | 25,626 |
Current portion of self-insurance reserves | 47,902 | 49,224 |
Accrued restructuring | 6,504 | 12,318 |
Current portion of compliance and legal | 6,166 | 3,711 |
Accrued billing and collection fees | 3,263 | 4,945 |
Accrued incentive compensation | 20,249 | 22,274 |
Accrued interest | 27,660 | 7,889 |
Accrued income taxes | 30,114 | 19,487 |
Accrued dissenting shareholder settlement | ' | 41,826 |
Other | 56,643 | 63,796 |
Total accrued liabilities | $382,718 | $387,430 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior secured term loan due 2018 | Notes due at various dates from 2013 to 2022 | Holding | Holding | Holding | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | ||
Senior PIK Toggle Notes due 2017 | Senior subordinated unsecured notes due 2019 | Senior subordinated unsecured notes due 2019 | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior secured term loan due 2018 | Senior secured term loan due 2018 | ABL Facility | ABL Facility | Notes due at various dates from 2013 to 2022 | Notes due at various dates from 2013 to 2022 | Capital lease obligations due at various dates from 2013 to 2018 | Capital lease obligations due at various dates from 2013 to 2018 | |||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt held | ' | ' | ' | $15,000 | ' | ' | ' | ' | ' | $2,237,723 | $2,222,205 | $950,000 | $950,000 | ($15,000) | ($15,000) | $1,301,475 | $1,160,609 | ' | $125,000 | $861 | $1,149 | $387 | $447 |
Less current portion | -12,316 | -12,282 | ' | ' | ' | ' | ' | ' | ' | -12,316 | -12,282 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | $2,225,407 | $2,647,098 | ' | ' | ' | ' | $2,225,407 | $2,647,098 | $437,175 | $2,225,407 | $2,209,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | 8.13% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, minimum (as a percent) | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, maximum (as a percent) | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | '5 years | ' | ' | ' | ' | ' |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2012 | Aug. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 07, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 27, 2013 | Dec. 31, 2012 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Holding | Holding | Term Loan Facility | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior PIK Toggle Notes due 2017 | Senior PIK Toggle Notes due 2017 | Senior PIK Toggle Notes due 2017 | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | |||||
Holding | Holding | Holding | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Senior subordinated unsecured notes purchased by the Company's subsidiary | Senior subordinated unsecured notes purchased by the Company's subsidiary | |||||||||||||||
Option one | Option one | Option two | Option two | Option two | Option one | Option one | Option one | Option one | Option one | Option one | Option one | Option one | Option two | Option two | Option two | Option two | Option two | Option two | Option two | Option two | Option two | |||||||||||||||||||||||||
Adjusted LIBOR rate | Overnight federal funds rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Overnight federal funds rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | Adjusted LIBOR rate | |||||||||||||||||||||||||||
Average daily excess availability less than or equal to 33% of availability | Average daily excess availability less than or equal to 33% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 66% of availability | Average daily excess availability greater than 66% of availability | Average daily excess availability less than or equal to 33% of availability | Average daily excess availability less than or equal to 33% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Average daily excess availability greater than 66% of availability | Average daily excess availability greater than 66% of availability | |||||||||||||||||||||||||||||||||
Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | |||||||||||||||||||||||||||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 2.00% | 0.50% | 1.00% | ' | ' | ' | 2.00% | ' | 1.75% | ' | ' | 1.50% | ' | 0.50% | 1.00% | 1.00% | ' | 0.75% | ' | ' | 0.50% | ' | ' | ' |
Interest rate in the event of meeting specified consolidated first lien net leverage ratio (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated first lien net leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | 'one-month LIBOR rate | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | 'one-month LIBOR rate | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily excess availability as a percentage of availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | ' | 33.00% | 66.00% | ' | 66.00% | ' | ' | ' | 33.00% | ' | 33.00% | 66.00% | ' | 66.00% | ' | ' |
Amount of debt held | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | 2,237,723,000 | ' | 2,237,723,000 | ' | 2,222,205,000 | ' | 1,301,475,000 | 1,160,609,000 | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,000,000 | -15,000,000 |
Repayments of debt and capital lease obligations | 3,339,000 | 53,142,000 | 10,383,000 | 225,616,000 | ' | ' | ' | ' | ' | 17,200,000 | ' | ' | 3,339,000 | 53,142,000 | 10,383,000 | 225,616,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt issuance costs written-off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance expense related to amendments | ' | ' | 5,011,000 | 95,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,007,000 | 95,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of debt instrument as a percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early debt extinguishment | ($29,519,000) | ($1,561,000) | ($29,641,000) | ($6,733,000) | ($29,519,000) | ($29,519,000) | ' | ' | ' | ' | $29,500,000 | $29,500,000 | ' | ($1,561,000) | ($122,000) | ($6,733,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 4.00% | 8.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
gal | agreement | ||||
gal | |||||
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Payments made or received under hedge agreements | ' | ' | ' | $0 | ' |
Fuel hedge | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Number of master agreements | ' | ' | 1 | ' | ' |
Total gallons of diesel fuel | 3,400,000 | ' | 3,400,000 | ' | ' |
Gallons of diesel fuel as a percentage of total estimated annual usage | 27.20% | ' | 27.20% | ' | ' |
Fair value of derivative asset | 0.5 | ' | 0.5 | ' | 0.6 |
Net receipts from the counterparty | 0.1 | 0 | 0.4 | 0.8 | ' |
Period over which deferred gain (loss) is expected to be reclassified from AOCI | ' | ' | '12 months | ' | ' |
Amount of deferred gain (loss) expected to be reclassified from AOCI | ' | ' | 0.4 | ' | ' |
Fuel hedge | Minimum | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Diesel fuel price (in dollars per gallon) | 3.65 | ' | 3.65 | ' | ' |
Fuel hedge | Maximum | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Diesel fuel price (in dollars per gallon) | 4.02 | ' | 4.02 | ' | ' |
Interest rate swap agreements | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Period over which deferred gain (loss) is expected to be reclassified from AOCI | ' | ' | '12 months | ' | ' |
Amount of deferred gain (loss) expected to be reclassified from AOCI | ' | ' | -2 | ' | ' |
Notional amount of debt obligations | 400 | ' | 400 | ' | ' |
Effective rate of interest of debt (as a percent) | 4.49% | ' | 4.49% | ' | ' |
Minimum variable interest rate of debt (as a percent) | 1.00% | ' | 1.00% | ' | ' |
Fair value of derivative liability | 3.5 | ' | 3.5 | ' | 4.6 |
Net payments to the counterparty | $0.50 | ' | $1.50 | ' | ' |
Changes_in_Accumulated_Other_C2
Changes in Accumulated Other Comprehensive Income by Component (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Changes in the company's AOCI by component, after tax | ' |
Balance at the beginning of the period | ($213) |
Other comprehensive income before reclassifications | -1,178 |
Amounts reclassified from accumulated other comprehensive income | 554 |
Net current-period other comprehensive income | -624 |
Balance at the end of the period | -837 |
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 | 1,591 |
Other comprehensive income before reclassifications | -410 |
Amounts reclassified from accumulated other comprehensive income | -172 |
Net current-period other comprehensive income | -582 |
Balance at the end of the period | 1,009 |
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 | 1,057 |
Other comprehensive income before reclassifications | -546 |
Amounts reclassified from accumulated other comprehensive income | -203 |
Net current-period other comprehensive income | -749 |
Balance at the end of the period | 308 |
Interest rate swap | Gains and losses on cash flow hedges | ' |
Changes in the company's AOCI by component, after tax | ' |
Balance at the beginning of the period | -2,861 |
Other comprehensive income before reclassifications | -222 |
Amounts reclassified from accumulated other comprehensive income | 929 |
Net current-period other comprehensive income | 707 |
Balance at the end of the period | ($2,154) |
Changes_in_Accumulated_Other_C3
Changes in Accumulated Other Comprehensive Income by Component (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Operating expenses | $110,387 | $100,617 | $313,145 | $305,005 |
Interest expense | 46,772 | 41,322 | 148,526 | 126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | -12,680 | 26,567 | 1,789 | 50,490 |
Tax (expense) benefit | 4,949 | -11,448 | -3,932 | -21,952 |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Gains and losses on cash flow hedges | Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | -396 | ' | -1,163 | ' |
Tax (expense) benefit | 149 | ' | 437 | ' |
Net (loss) income | -247 | ' | -726 | ' |
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 | 106 | ' | 326 | ' |
Gains and losses on cash flow hedges | Interest rate swap | Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Interest expense | -502 | ' | -1,489 | ' |
Unrealized holding gains on available-for-sale securities | Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Realized gain on investments | 158 | ' | 276 | ' |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | 158 | ' | 276 | ' |
Tax (expense) benefit | -59 | ' | -104 | ' |
Net (loss) income | $99 | ' | $172 | ' |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
2012 Plan | 2012 Plan | Lease & Other Contract Termination Cost | Lease & Other Contract Termination Cost | Severance | Severance | |||||
2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | |||||||
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incurred | $1,319 | $2,028 | $4,988 | $10,751 | $4,992 | ' | $1,885 | ' | $3,107 | ' |
Paid | ' | ' | ' | ' | -9,966 | ' | -5,902 | ' | -4,064 | ' |
Accrued restructuring liability | ' | ' | ' | ' | $5,379 | $10,353 | $2,278 | $6,295 | $3,101 | $4,058 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 23 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Apr. 15, 2013 | Mar. 10, 2010 | Sep. 12, 2006 | Sep. 30, 2006 | 31-May-11 | 20-May-11 | |
Merion Capital, L.P | Merion Capital, L.P | AMR | Violation of the federal anti-kickback statute | Violation of the federal anti-kickback statute | Subpoena from the DOJ | Subpoena from the DOJ | ||
Predecessor | AMR | AMR | AMR | AMR | ||||
item | Predecessor | Predecessor | Predecessor | |||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid for settlement | ' | ' | ' | ' | $9,000,000 | ' | ' | ' |
Term of CIA | ' | ' | ' | ' | ' | '5 years | '5 years | ' |
Settlement amount to resolve the claims | ' | ' | 52,100,000 | ' | ' | ' | ' | 2,700,000 |
Payment of dissenting shareholder settlement | 13,717,000 | 13,700,000 | ' | ' | ' | ' | ' | ' |
Payment of dissenting shareholder settlement | 38,336,000 | 38,300,000 | ' | ' | ' | ' | ' | ' |
Number of lawsuits purporting to be class actions filed | ' | ' | ' | 4 | ' | ' | ' | ' |
Legal settlement costs | ' | 8,400,000 | ' | ' | ' | ' | ' | ' |
Accrued interest included in reserve for unpaid merger consideration | ' | $1,900,000 | ' | ' | ' | ' | ' | ' |
Equity_Based_Compensation_Deta
Equity Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Stock Compensation Plan | Omnibus Incentive Plan | |||||
Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | Holding | |||||
Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | RSUs | RSUs | RSUs | RSUs | RSUs | RSUs | |||||
Key management employees | Maximum | Market price of $6.88 per share | Market price of $8.60 per share | Market price of $5.41 per share | Market price of $7.85 per share | Market price of $23.00 per share | Non-employee directors | |||||||||
Non-employee directors | Non-employee directors | Non-employee directors | Non-employee directors | Non-employee directors | ||||||||||||
Equity based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.69 | ' | ' | ' | ' | ' | ' | ' |
Strike price before revision (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $6.88 | ' | ' | ' | ' | ' | ' | ' |
Term of awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Compensation charges | $1,062,000 | $1,062,000 | $3,186,000 | $3,186,000 | $1,100,000 | $1,100,000 | $3,200,000 | $3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,679 | 7,328 | 25,052 | 9,214 | 641 | 0 |
Market price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.88 | $8.60 | $5.41 | $7.85 | $23 | ' |
Fair market value of awards to be granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Corporation | ' | ' | ' | ' | ' |
Related party transactions | ' | ' | ' | ' | ' |
Annual management fee | ' | $20,609,000 | $1,250,000 | $23,109,000 | $3,750,000 |
Dividend declared and paid | 20,800,000 | ' | ' | ' | ' |
Corporation | Holding | ' | ' | ' | ' | ' |
Related party transactions | ' | ' | ' | ' | ' |
IPO proceeds distribution to subsidiary | ' | 86,100,000 | ' | ' | ' |
CD&R | ' | ' | ' | ' | ' |
Related party transactions | ' | ' | ' | ' | ' |
Annual fee | ' | ' | ' | 5,000,000 | ' |
Annual management fee | ' | 20,600,000 | 1,300,000 | 23,100,000 | 3,800,000 |
Payment made in connection with the termination of a consulting agreement | ' | $20,000,000 | ' | ' | ' |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | EmCare | HCA-EmCare JV | HCA-EmCare JV | ||
Variable Interest Entities | ' | ' | ' | ' | ' |
Voting control (as a percent) | ' | ' | 50.00% | ' | ' |
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | ' | ' | ' | ' | ' |
Current assets | $1,409,100 | $753,259 | ' | $67,238,293 | $33,141,502 |
Current liabilities | $458,504 | $478,694 | ' | $46,290,990 | $20,081,084 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
item | ||||
Segment Information | ' | ' | ' | ' |
Number of separately managed business units | ' | ' | 2 | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | $955,888 | $820,811 | $2,743,467 | $2,428,203 |
Segment Adjusted EBITDA | 121,670 | 103,440 | 328,537 | 291,336 |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Segment Adjusted EBITDA | 121,670 | 103,440 | 328,537 | 291,336 |
Depreciation and amortization expense | -35,175 | -30,592 | -104,552 | -91,844 |
Restructuring charges | -1,319 | -2,028 | -4,988 | -10,751 |
Equity-based compensation expense | -1,062 | -1,062 | -3,186 | -3,186 |
Interest expense | -46,772 | -41,322 | -148,526 | -126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | -29,519 | -1,561 | -29,641 | -6,733 |
Income tax benefit (expense) | 4,949 | -11,448 | -3,932 | -21,952 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Holding | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Other operating income (expenses) | 15 | ' | -73 | ' |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Interest expense | -7,641 | ' | -30,567 | ' |
Other operating income (expenses) | 15 | ' | -73 | ' |
Loss on early debt extinguishment | -29,519 | ' | -29,519 | ' |
Income tax benefit (expense) | 14,765 | ' | 23,850 | ' |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Corporation | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Segment Adjusted EBITDA | 121,655 | 103,440 | 328,610 | 291,336 |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Segment Adjusted EBITDA | 121,655 | 103,440 | 328,610 | 291,336 |
Depreciation and amortization expense | -35,175 | -30,592 | -104,552 | -91,844 |
Restructuring charges | -1,319 | -2,028 | -4,988 | -10,751 |
Equity-based compensation expense | -1,062 | -1,062 | -3,186 | -3,186 |
Related party management fees | -20,609 | -1,250 | -23,109 | -3,750 |
Interest expense | -39,131 | -41,322 | -117,959 | -126,288 |
Realized gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | ' | -1,561 | -122 | -6,733 |
Income tax benefit (expense) | -9,816 | -11,448 | -27,782 | -21,952 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | 14,717 | 15,209 | 34,396 | 28,842 |
Segment | Corporation | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Segment Adjusted EBITDA | 121,655 | 103,440 | 328,610 | 291,336 |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Segment Adjusted EBITDA | 121,655 | 103,440 | 328,610 | 291,336 |
Facility-based physician services | Corporation | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 605,105 | 485,936 | 1,729,158 | 1,403,792 |
Segment Adjusted EBITDA | 82,032 | 68,750 | 218,767 | 189,231 |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Segment Adjusted EBITDA | 82,032 | 68,750 | 218,767 | 189,231 |
Medical transportation services | Corporation | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 350,783 | 334,875 | 1,014,309 | 1,024,411 |
Segment Adjusted EBITDA | 39,623 | 34,690 | 109,843 | 102,105 |
Reconciliation of Adjusted EBITDA to Net Income | ' | ' | ' | ' |
Segment Adjusted EBITDA | $39,623 | $34,690 | $109,843 | $102,105 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciliation of Segment Adjusted EBITDA to cash flows provided by (used in) operating activities | ' | ' | ' | ' |
Segment Adjusted EBITDA | $121,670 | $103,440 | $328,537 | $291,336 |
Restructuring charges | -1,319 | -2,028 | -4,988 | -10,751 |
Payment of dissenting shareholder settlement | ' | ' | -13,717 | ' |
Change in accounts receivable | -71,543 | -25,547 | -126,506 | -68,376 |
Excess tax benefits from equity-based compensation | ' | ' | -3,168 | ' |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Net cash provided by operating activities | 31,722 | 106,116 | 25,625 | 169,247 |
Holding | ' | ' | ' | ' |
Reconciliation of Segment Adjusted EBITDA to cash flows provided by (used in) operating activities | ' | ' | ' | ' |
Other operating income (expenses) | 15 | ' | -73 | ' |
Interest expense (less deferred loan fee amortization) | -6,936 | ' | -27,749 | ' |
Change in accounts receivable | -1,827 | ' | -269 | ' |
Change in other operating assets/liabilities | -25,050 | ' | -36,209 | ' |
Income tax benefit (expense), net of change in deferred taxes | 14,766 | ' | 25,925 | ' |
Corporation | ' | ' | ' | ' |
Reconciliation of Segment Adjusted EBITDA to cash flows provided by (used in) operating activities | ' | ' | ' | ' |
Segment Adjusted EBITDA | 121,655 | 103,440 | 328,610 | 291,336 |
Related party management fees | -20,609 | -1,250 | -23,109 | -3,750 |
Restructuring charges | -1,319 | -2,028 | -4,988 | -10,751 |
Interest expense (less deferred loan fee amortization) | -35,303 | -37,328 | -106,644 | -113,923 |
Payment of dissenting shareholder settlement | ' | ' | -13,717 | ' |
Change in accounts receivable | -69,716 | -25,547 | -126,237 | -68,376 |
Change in other operating assets/liabilities | 65,738 | 36,606 | 51,038 | 51,474 |
Excess tax benefits from equity-based compensation | ' | ' | -3,168 | ' |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Income tax benefit (expense), net of change in deferred taxes | -9,729 | 31,491 | -25,538 | 21,194 |
Other | 89 | -205 | 775 | 703 |
Net cash provided by operating activities | $50,754 | $106,116 | $64,000 | $169,247 |
Guarantors_of_Debt_Details
Guarantors of Debt (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidating Statements of Operations | ' | ' | ' | ' |
Net revenue | $955,888 | $820,811 | $2,743,467 | $2,428,203 |
Compensation and benefits | 677,797 | 577,502 | 1,963,546 | 1,706,205 |
Operating expenses | 110,387 | 100,617 | 313,145 | 305,005 |
Insurance expense | 26,974 | 22,907 | 78,647 | 75,352 |
Selling, general and administrative expenses | 40,733 | 18,541 | 86,521 | 57,670 |
Depreciation and amortization expense | 35,175 | 30,592 | 104,552 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 63,503 | 68,624 | 192,068 | 181,376 |
Interest (loss) income from restricted assets | 2 | -116 | 634 | 429 |
Interest expense | -46,772 | -41,322 | -148,526 | -126,288 |
Realized (loss) gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | -29,519 | -1,561 | -29,641 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | -12,680 | 26,567 | 1,789 | 50,490 |
Income tax benefit (expense) | 4,949 | -11,448 | -3,932 | -21,952 |
(Loss) income before equity in earnings of unconsolidated subsidiary | -7,731 | 15,119 | -2,143 | 28,538 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | -7,663 | 15,209 | -1,913 | 28,842 |
Corporation | ' | ' | ' | ' |
Consolidating Statements of Operations | ' | ' | ' | ' |
Net revenue | 955,888 | 820,811 | 2,743,467 | 2,428,203 |
Compensation and benefits | 677,797 | 577,502 | 1,963,546 | 1,706,205 |
Operating expenses | 110,404 | 100,617 | 313,075 | 305,005 |
Insurance expense | 26,974 | 22,907 | 78,647 | 75,352 |
Selling, general and administrative expenses | 40,731 | 18,541 | 86,518 | 57,670 |
Depreciation and amortization expense | 35,175 | 30,592 | 104,552 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 63,488 | 68,624 | 192,141 | 181,376 |
Interest (loss) income from restricted assets | 2 | -116 | 634 | 429 |
Interest expense | -39,131 | -41,322 | -117,959 | -126,288 |
Realized (loss) gain on investments | 158 | 5 | 276 | 366 |
Interest and other (expense) income | -52 | 937 | -13,022 | 1,340 |
Loss on early debt extinguishment | ' | -1,561 | -122 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | 24,465 | 26,567 | 61,948 | 50,490 |
Income tax benefit (expense) | -9,816 | -11,448 | -27,782 | -21,952 |
(Loss) income before equity in earnings of unconsolidated subsidiary | 14,649 | 15,119 | 34,166 | 28,538 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | 14,717 | 15,209 | 34,396 | 28,842 |
Subsidiary Guarantors | ' | ' | ' | ' |
Consolidating Statements of Operations | ' | ' | ' | ' |
Net revenue | 955,403 | 820,352 | 2,742,003 | 2,426,835 |
Compensation and benefits | 677,618 | 577,347 | 1,963,022 | 1,705,758 |
Operating expenses | 110,396 | 100,609 | 313,055 | 304,991 |
Insurance expense | 30,841 | 21,187 | 78,623 | 70,435 |
Selling, general and administrative expenses | 40,714 | 18,534 | 86,476 | 57,655 |
Depreciation and amortization expense | 35,171 | 30,592 | 104,538 | 91,844 |
Restructuring charges | 1,319 | 2,028 | 4,988 | 10,751 |
Income from operations | 59,344 | 70,055 | 191,301 | 185,401 |
Interest (loss) income from restricted assets | 2 | -1,817 | -3,002 | -2,908 |
Interest expense | -39,131 | -41,322 | -117,959 | -126,288 |
Realized (loss) gain on investments | 158 | -1 | 37 | -1,176 |
Interest and other (expense) income | -6 | 973 | -12,913 | 1,463 |
Loss on early debt extinguishment | ' | -1,561 | -122 | -6,733 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | 20,367 | 26,327 | 57,342 | 49,759 |
Income tax benefit (expense) | -9,811 | -11,443 | -27,765 | -21,937 |
(Loss) income before equity in earnings of unconsolidated subsidiary | 10,556 | 14,884 | 29,577 | 27,822 |
Net (loss) income | 10,556 | 14,884 | 29,577 | 27,822 |
Subsidiary Non-guarantors | ' | ' | ' | ' |
Consolidating Statements of Operations | ' | ' | ' | ' |
Net revenue | 19,415 | 18,708 | 57,024 | 56,650 |
Compensation and benefits | 179 | 155 | 524 | 447 |
Operating expenses | 8 | 8 | 20 | 14 |
Insurance expense | 15,063 | 19,969 | 55,584 | 60,199 |
Selling, general and administrative expenses | 17 | 7 | 42 | 15 |
Depreciation and amortization expense | 4 | ' | 14 | ' |
Income from operations | 4,144 | -1,431 | 840 | -4,025 |
Interest (loss) income from restricted assets | ' | 1,701 | 3,636 | 3,337 |
Realized (loss) gain on investments | ' | 6 | 239 | 1,542 |
Interest and other (expense) income | -46 | -36 | -109 | -123 |
(Loss) income before income taxes, and equity in earnings of unconsolidated subsidiary | 4,098 | 240 | 4,606 | 731 |
Income tax benefit (expense) | -5 | -5 | -17 | -15 |
(Loss) income before equity in earnings of unconsolidated subsidiary | 4,093 | 235 | 4,589 | 716 |
Equity in earnings of unconsolidated subsidiary | 68 | 90 | 230 | 304 |
Net (loss) income | 4,161 | 325 | 4,819 | 1,020 |
Eliminations/Adjustments | ' | ' | ' | ' |
Consolidating Statements of Operations | ' | ' | ' | ' |
Net revenue | -18,930 | -18,249 | -55,560 | -55,282 |
Insurance expense | -18,930 | -18,249 | -55,560 | -55,282 |
Equity in earnings of unconsolidated subsidiary | -14,717 | -15,209 | -34,396 | -28,842 |
Net (loss) income | ($14,717) | ($15,209) | ($34,396) | ($28,842) |
Guarantors_of_Debt_Details_2
Guarantors of Debt (Details 2) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||||
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $575,761 | $37,032 | $57,832 | $128,428 | $124,198 | $134,023 |
Insurance collateral | 29,039 | ' | 24,481 | ' | ' | ' |
Trade and other accounts receivable, net | 750,484 | ' | 625,144 | ' | ' | ' |
Parts and supplies inventory | 22,539 | ' | 22,050 | ' | ' | ' |
Prepaids and other current assets | 31,277 | ' | 23,752 | ' | ' | ' |
Total current assets | 1,409,100 | ' | 753,259 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 20,760 | ' | ' | ' |
Goodwill | 2,437,620 | ' | 2,413,632 | ' | ' | ' |
Other long-term assets | 75,969 | ' | 93,100 | ' | ' | ' |
Total assets | 4,649,950 | ' | 4,036,833 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,358 | ' | 53,909 | ' | ' | ' |
Accrued liabilities | 352,604 | ' | 388,935 | ' | ' | ' |
Current deferred tax liabilities | 28,226 | ' | 23,568 | ' | ' | ' |
Current portion of long-term debt | 12,316 | ' | 12,282 | ' | ' | ' |
Total current liabilities | 458,504 | ' | 478,694 | ' | ' | ' |
Long-term debt | 2,225,407 | ' | 2,647,098 | ' | ' | ' |
Long-term deferred tax liabilities | 156,761 | ' | 156,761 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 212,176 | ' | 209,593 | ' | ' | ' |
Total liabilities | 3,052,848 | ' | 3,492,146 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock | 1,804 | ' | 1,307 | ' | ' | ' |
Treasury stock | -1,347 | ' | -381 | ' | ' | ' |
Additional paid-in capital | 1,580,519 | ' | 525,098 | ' | ' | ' |
Retained earnings | 10,433 | ' | 12,346 | ' | ' | ' |
Accumulated other comprehensive loss | -837 | ' | -213 | ' | ' | ' |
Total stockholders' equity | 1,590,572 | ' | 538,157 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,597,102 | ' | 544,687 | ' | ' | ' |
Total liabilities and equity | 4,649,950 | ' | 4,036,833 | ' | ' | ' |
Corporation | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 94,039 | 36,752 | 57,551 | 128,428 | 124,198 | 134,023 |
Insurance collateral | 29,039 | ' | 24,481 | ' | ' | ' |
Trade and other accounts receivable, net | 750,484 | ' | 625,413 | ' | ' | ' |
Parts and supplies inventory | 22,539 | ' | 22,050 | ' | ' | ' |
Prepaids and other current assets | 28,403 | ' | 23,514 | ' | ' | ' |
Total current assets | 924,504 | ' | 753,009 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intercompany receivable | 2,253,808 | ' | 2,237,508 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 20,760 | ' | ' | ' |
Goodwill | 2,437,620 | ' | 2,413,632 | ' | ' | ' |
Other long-term assets | 75,969 | ' | 85,857 | ' | ' | ' |
Investment and advances in subsidiaries | 1,033,139 | ' | 930,119 | ' | ' | ' |
Total assets | 4,165,354 | ' | 4,029,340 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,241 | ' | 53,792 | ' | ' | ' |
Accrued liabilities | 382,718 | ' | 387,430 | ' | ' | ' |
Current deferred tax liabilities | 28,226 | ' | 23,568 | ' | ' | ' |
Current portion of long-term debt | 12,316 | ' | 12,282 | ' | ' | ' |
Total current liabilities | 488,501 | ' | 477,072 | ' | ' | ' |
Long-term debt | 2,225,407 | ' | 2,209,923 | ' | ' | ' |
Long-term deferred tax liabilities | 156,850 | ' | 156,850 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 212,176 | ' | 209,593 | ' | ' | ' |
Total liabilities | 3,082,934 | ' | 3,053,438 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' | ' | ' |
Treasury stock | -1,347 | ' | -381 | ' | ' | ' |
Additional paid-in capital | 1,003,013 | ' | 908,488 | ' | ' | ' |
Retained earnings | 75,061 | ' | 61,478 | ' | ' | ' |
Accumulated other comprehensive loss | -837 | ' | -213 | ' | ' | ' |
Total stockholders' equity | 1,075,890 | ' | 969,372 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,082,420 | ' | 975,902 | ' | ' | ' |
Total liabilities and equity | 4,165,354 | ' | 4,029,340 | ' | ' | ' |
Subsidiary Guarantors | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 52,624 | ' | 6,924 | ' | ' | ' |
Insurance collateral | 9,431 | ' | 6,626 | ' | ' | ' |
Trade and other accounts receivable, net | 748,544 | ' | 623,651 | ' | ' | ' |
Parts and supplies inventory | 22,526 | ' | 22,041 | ' | ' | ' |
Prepaids and other current assets | 23,628 | ' | 23,679 | ' | ' | ' |
Total current assets | 856,753 | ' | 682,921 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 190,837 | ' | 191,864 | ' | ' | ' |
Intangible assets, net | 524,317 | ' | 564,218 | ' | ' | ' |
Insurance collateral | 72,015 | ' | 65,762 | ' | ' | ' |
Goodwill | 2,440,476 | ' | 2,416,613 | ' | ' | ' |
Investment and advances in subsidiaries | 4,379 | ' | 3,001 | ' | ' | ' |
Total assets | 4,088,777 | ' | 3,924,379 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 65,107 | ' | 53,505 | ' | ' | ' |
Accrued liabilities | 340,355 | ' | 328,153 | ' | ' | ' |
Current deferred tax liabilities | 31,741 | ' | 27,015 | ' | ' | ' |
Current portion of long-term debt | 444 | ' | 411 | ' | ' | ' |
Total current liabilities | 437,647 | ' | 409,084 | ' | ' | ' |
Long-term debt | 803 | ' | 1,185 | ' | ' | ' |
Long-term deferred tax liabilities | 161,970 | ' | 159,942 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 184,497 | ' | 168,415 | ' | ' | ' |
Intercompany payable | 2,264,191 | ' | 2,249,104 | ' | ' | ' |
Total liabilities | 3,049,108 | ' | 2,987,730 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 963,264 | ' | 871,306 | ' | ' | ' |
Retained earnings | 71,925 | ' | 59,206 | ' | ' | ' |
Accumulated other comprehensive loss | -2,050 | ' | -393 | ' | ' | ' |
Total stockholders' equity | 1,033,139 | ' | 930,119 | ' | ' | ' |
Noncontrolling interest | 6,530 | ' | 6,530 | ' | ' | ' |
Total equity | 1,039,669 | ' | 936,649 | ' | ' | ' |
Total liabilities and equity | 4,088,777 | ' | 3,924,379 | ' | ' | ' |
Subsidiary Non-Guarantor | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 56,415 | ' | 65,627 | ' | ' | ' |
Insurance collateral | 73,500 | ' | 35,975 | ' | ' | ' |
Trade and other accounts receivable, net | 3,614 | ' | 3,738 | ' | ' | ' |
Parts and supplies inventory | 13 | ' | 9 | ' | ' | ' |
Prepaids and other current assets | 452 | ' | 297 | ' | ' | ' |
Current deferred tax assets | 3,515 | ' | 3,447 | ' | ' | ' |
Total current assets | 137,509 | ' | 109,093 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Intercompany receivable | 10,383 | ' | 11,596 | ' | ' | ' |
Non-current deferred tax assets | 3,125 | ' | 1,097 | ' | ' | ' |
Insurance collateral | 12,107 | ' | 5,491 | ' | ' | ' |
Goodwill | 125 | ' | ' | ' | ' | ' |
Other long-term assets | 1,252 | ' | 1,580 | ' | ' | ' |
Investment and advances in subsidiaries | 6,998 | ' | ' | ' | ' | ' |
Total assets | 171,499 | ' | 128,857 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accounts payable | 134 | ' | 287 | ' | ' | ' |
Accrued liabilities | 15,093 | ' | 15,782 | ' | ' | ' |
Total current liabilities | 15,227 | ' | 16,069 | ' | ' | ' |
Insurance reserves and other long-term liabilities | 151,893 | ' | 109,787 | ' | ' | ' |
Total liabilities | 167,120 | ' | 125,856 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock | 30 | ' | 30 | ' | ' | ' |
Retained earnings | 3,136 | ' | 2,272 | ' | ' | ' |
Accumulated other comprehensive loss | 1,213 | ' | 699 | ' | ' | ' |
Total stockholders' equity | 4,379 | ' | 3,001 | ' | ' | ' |
Total equity | 1,243 | ' | 3,001 | ' | ' | ' |
Total liabilities and equity | 171,499 | ' | 128,857 | ' | ' | ' |
Eliminations/Adjustments | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | -15,000 | ' | -15,000 | ' | ' | ' |
Insurance collateral | -53,892 | ' | -18,120 | ' | ' | ' |
Trade and other accounts receivable, net | -1,674 | ' | -1,976 | ' | ' | ' |
Prepaids and other current assets | ' | ' | -462 | ' | ' | ' |
Current deferred tax assets | -3,515 | ' | -3,447 | ' | ' | ' |
Total current assets | -74,081 | ' | -39,005 | ' | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' |
Intercompany receivable | -2,264,191 | ' | -2,249,104 | ' | ' | ' |
Non-current deferred tax assets | -3,125 | ' | -1,097 | ' | ' | ' |
Insurance collateral | -72,015 | ' | -50,493 | ' | ' | ' |
Goodwill | -2,981 | ' | -2,981 | ' | ' | ' |
Other long-term assets | 7,964 | ' | -261 | ' | ' | ' |
Investment and advances in subsidiaries | -1,044,516 | ' | -933,120 | ' | ' | ' |
Total assets | -3,452,945 | ' | -3,276,061 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' |
Accrued liabilities | -3,387 | ' | -3,689 | ' | ' | ' |
Current deferred tax liabilities | -3,515 | ' | -3,447 | ' | ' | ' |
Total current liabilities | -6,902 | ' | -7,136 | ' | ' | ' |
Long-term debt | -15,000 | ' | -15,000 | ' | ' | ' |
Long-term deferred tax liabilities | -5,120 | ' | -3,092 | ' | ' | ' |
Insurance reserves and other long-term liabilities | -124,214 | ' | -68,609 | ' | ' | ' |
Intercompany payable | -2,264,191 | ' | -2,249,104 | ' | ' | ' |
Total liabilities | -2,415,427 | ' | -2,342,941 | ' | ' | ' |
Equity: | ' | ' | ' | ' | ' | ' |
Common stock | -30 | ' | -30 | ' | ' | ' |
Additional paid-in capital | -963,264 | ' | -871,306 | ' | ' | ' |
Retained earnings | -75,061 | ' | -61,478 | ' | ' | ' |
Accumulated other comprehensive loss | 837 | ' | -306 | ' | ' | ' |
Total stockholders' equity | -1,037,518 | ' | -933,120 | ' | ' | ' |
Total equity | -1,037,518 | ' | -933,120 | ' | ' | ' |
Total liabilities and equity | ($3,452,945) | ' | ($3,276,061) | ' | ' | ' |
Guarantors_of_Debt_Details_3
Guarantors of Debt (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | $31,722 | $106,116 | $25,625 | $169,247 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of property, plant and equipment | -19,295 | -19,126 | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | 68 | 5,641 | 396 | 7,092 |
Acquisition of businesses, net of cash received | -25,935 | -19,259 | -27,358 | -20,559 |
Net change in insurance collateral | 3,282 | -17,773 | 2,880 | 90,601 |
Other investing activities | -404 | 2,885 | -456 | 589 |
Net cash (used in) provided by investing activities | -42,284 | -47,632 | -70,031 | 33,412 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Corporation issuance of class A common stock | 1,110,900 | ' | 1,112,017 | ' |
Borrowings under senior secured term loan facility | ' | ' | 150,000 | ' |
Capital contributed by Holding | ' | ' | 85,073 | ' |
Repayments of senior secured term loan facility and other debt | -3,339 | -53,142 | -10,383 | -225,616 |
Net payments under ABL credit facility | ' | ' | -125,000 | ' |
Debt issue costs | ' | ' | -5,011 | -95 |
Excess tax benefits from stock-based compensation | ' | ' | 3,168 | ' |
Payment of dissenting shareholder settlement | ' | ' | -38,336 | ' |
Repayment of equity | ' | -398 | ' | ' |
Proceeds from noncontrolling interest | ' | ' | ' | 6,530 |
Net change in bank overdrafts | -6,364 | -714 | 1,686 | 11,455 |
Net cash provided by (used in) financing activities | 549,291 | -54,254 | 562,335 | -208,254 |
Change in cash and cash equivalents | 538,729 | 4,230 | 517,929 | -5,595 |
Cash and cash equivalents, beginning of period | ' | ' | 57,551 | 134,023 |
Cash and cash equivalents, end of period | 85,977 | 128,428 | 85,977 | 128,428 |
Corporation | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | 50,754 | 106,116 | 64,000 | 169,247 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of property, plant and equipment | -19,295 | -19,126 | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | 68 | 5,641 | 396 | 7,092 |
Acquisition of businesses, net of cash received | -25,935 | -19,259 | -27,358 | -20,559 |
Net change in insurance collateral | 3,282 | -17,773 | 2,880 | 90,601 |
Other investing activities | -404 | 2,885 | -456 | 589 |
Net cash (used in) provided by investing activities | -42,284 | -47,632 | -70,031 | 33,412 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Corporation issuance of class A common stock | ' | ' | 1,117 | ' |
Borrowings under senior secured term loan facility | ' | ' | 150,000 | ' |
Capital contributed by Holding | ' | ' | 85,073 | ' |
Repayments of senior secured term loan facility and other debt | -3,339 | -53,142 | -10,383 | -225,616 |
Net payments under ABL credit facility | -27,500 | ' | -125,000 | ' |
Debt issue costs | ' | ' | -5,007 | -95 |
Excess tax benefits from stock-based compensation | ' | ' | 3,168 | ' |
Dividend paid | ' | ' | -20,813 | ' |
Payment of dissenting shareholder settlement | ' | ' | -38,336 | ' |
Repayment of equity | ' | -398 | ' | -528 |
Proceeds from noncontrolling interest | ' | ' | ' | 6,530 |
Net change in bank overdrafts | -6,431 | -714 | 1,686 | 11,455 |
Net intercompany borrowings (payments) | ' | ' | -220,800 | 226,239 |
Net cash provided by (used in) financing activities | 48,817 | -54,254 | 42,519 | -208,254 |
Change in cash and cash equivalents | 57,287 | 4,230 | 36,488 | -5,595 |
Subsidiary Guarantors | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | 91,441 | 223,882 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of property, plant and equipment | ' | ' | -45,493 | -44,311 |
Proceeds from sale of property, plant and equipment | ' | ' | 396 | 7,092 |
Acquisition of businesses, net of cash received | ' | ' | -27,358 | -20,559 |
Net change in insurance collateral | ' | ' | -24,102 | -33,717 |
Other investing activities | ' | ' | -456 | 589 |
Net cash (used in) provided by investing activities | ' | ' | -97,013 | -90,906 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Net payments under ABL credit facility | ' | ' | -125,000 | ' |
Excess tax benefits from stock-based compensation | ' | ' | 3,168 | ' |
Dividend paid | ' | ' | -20,813 | ' |
Payment of dissenting shareholder settlement | ' | ' | -38,336 | ' |
Proceeds from noncontrolling interest | ' | ' | ' | 6,530 |
Net change in bank overdrafts | ' | ' | 1,686 | 11,455 |
Net intercompany borrowings (payments) | ' | ' | 222,505 | -199,043 |
Net cash provided by (used in) financing activities | ' | ' | 43,210 | -181,058 |
Change in cash and cash equivalents | ' | ' | 37,638 | -48,082 |
Cash and cash equivalents, beginning of period | ' | ' | 6,925 | 104,657 |
Cash and cash equivalents, end of period | 44,563 | 56,575 | 44,563 | 56,575 |
Subsidiary Non-guarantors | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | -34,489 | -54,635 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Net change in insurance collateral | ' | ' | 26,982 | 124,318 |
Net cash (used in) provided by investing activities | ' | ' | 26,982 | 124,318 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Net intercompany borrowings (payments) | ' | ' | -1,705 | -27,196 |
Net cash provided by (used in) financing activities | ' | ' | -1,705 | -27,196 |
Change in cash and cash equivalents | ' | ' | -9,212 | 42,487 |
Cash and cash equivalents, beginning of period | ' | ' | 50,626 | 29,366 |
Cash and cash equivalents, end of period | $41,414 | $71,853 | $41,414 | $71,853 |