Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2014 |
Consolidating Financial Information | ' |
Consolidating Financial Information | ' |
16. Consolidating Financial Information |
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Pursuant to the indenture governing the 2022 Notes, so long as any of the 2022 Notes are outstanding, the Company is required to provide condensed consolidating financial information with a separate column for (i) the Company and its subsidiaries (other than Corporation and its subsidiaries) on a combined basis, (ii) Corporation and its subsidiaries, (iii) consolidating adjustments on a combined basis, and (iv) the total consolidated amount. The consolidating adjustments column represents the elimination of any intercompany activity between EVHC (excluding Corporation and its subsidiaries) and Corporation. |
|
Consolidating Balance Sheet |
As of June 30, 2014 |
(in thousands, unaudited) |
|
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 5 | | $ | 162,598 | | $ | — | | $ | 162,603 | |
Insurance collateral | | — | | 18,519 | | — | | 18,519 | |
Trade and other accounts receivable, net | | — | | 879,337 | | — | | 879,337 | |
Parts and supplies inventory | | — | | 23,832 | | — | | 23,832 | |
Prepaids and other current assets | | 26,575 | | 39,787 | | (23,962 | ) | 42,400 | |
Total current assets | | 26,580 | | 1,124,073 | | (23,962 | ) | 1,126,691 | |
Property, plant, and equipment, net | | — | | 197,303 | | — | | 197,303 | |
Intangible assets, net | | — | | 551,706 | | — | | 551,706 | |
Long-term deferred tax assets | | 128 | | — | | (128 | ) | — | |
Insurance collateral | | — | | — | | — | | — | |
Goodwill | | — | | 2,544,477 | | — | | 2,544,477 | |
Other long-term assets | | — | | 39,200 | | — | | 39,200 | |
Investment in wholly owned subsidiary | | 1,594,568 | | — | | (1,594,568 | ) | — | |
Total assets | | $ | 1,621,276 | | $ | 4,456,759 | | $ | (1,618,658 | ) | $ | 4,459,377 | |
Liabilities and Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | $ | 1,116 | | $ | 47,789 | | $ | — | | $ | 48,905 | |
Accrued liabilities | | — | | 381,503 | | (3,650 | ) | 377,853 | |
Current deferred tax liabilities | | — | | 55,927 | | (20,312 | ) | 35,615 | |
Current portion of long-term debt and capital lease obligations | | — | | 12,306 | | | | 12,306 | |
Total current liabilities | | 1,116 | | 497,525 | | (23,962 | ) | 474,679 | |
Long-term debt and capital lease obligations | | — | | 2,032,347 | | — | | 2,032,347 | |
Long-term deferred tax liabilities | | — | | 151,353 | | (128 | ) | 151,225 | |
Insurance reserves | | — | | 152,454 | | — | | 152,454 | |
Other long-term liabilities | | — | | 16,532 | | — | | 16,532 | |
Total liabilities | | 1,116 | | 2,850,211 | | (24,090 | ) | 2,827,237 | |
Equity: | | | | | | | | | |
Common stock | | 1,812 | | — | | — | | 1,812 | |
Preferred stock | | — | | — | | — | | — | |
Treasury stock | | (1,347 | ) | (1,347 | ) | 1,347 | | (1,347 | ) |
Additional paid-in capital | | 1,579,748 | | 1,488,298 | | (1,488,298 | ) | 1,579,748 | |
Retained earnings | | 41,174 | | 108,844 | | (108,844 | ) | 41,174 | |
Accumulated other comprehensive loss | | (1,227 | ) | (1,227 | ) | 1,227 | | (1,227 | ) |
Total Envision Healthcare Holdings, Inc. equity | | 1,620,160 | | 1,594,568 | | (1,594,568 | ) | 1,620,160 | |
Noncontrolling interest | | — | | 11,980 | | — | | 11,980 | |
Total equity | | 1,620,160 | | 1,606,548 | | (1,594,568 | ) | 1,632,140 | |
Total liabilities and equity | | $ | 1,621,276 | | $ | 4,456,759 | | $ | (1,618,658 | ) | $ | 4,459,377 | |
|
Consolidating Balance Sheet |
As of December 31, 2013 |
(in thousands) |
|
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 81,722 | | $ | 122,990 | | — | | $ | 204,712 | |
Insurance collateral | | — | | 29,619 | | — | | 29,619 | |
Trade and other accounts receivable, net | | — | | 801,146 | | — | | 801,146 | |
Parts and supplies inventory | | — | | 23,376 | | — | | 23,376 | |
Prepaids and other current assets | | 26,860 | | 23,925 | | (27,355 | ) | 23,430 | |
Total current assets | | 108,582 | | 1,001,056 | | (27,355 | ) | 1,082,283 | |
Property, plant, and equipment, net | | — | | 194,715 | | — | | 194,715 | |
Intangible assets, net | | — | | 513,698 | | — | | 513,698 | |
Long-term deferred tax assets | | 128 | | — | | (128 | ) | — | |
Insurance collateral | | — | | 12,716 | | — | | 12,716 | |
Goodwill | | — | | 2,435,670 | | — | | 2,435,670 | |
Other long-term assets | | — | | 60,935 | | — | | 60,935 | |
Investment in wholly owned subsidiary | | 1,486,129 | | — | | (1,486,129 | ) | — | |
Total assets | | $ | 1,594,839 | | $ | 4,218,790 | | (1,513,612 | ) | $ | 4,300,017 | |
Liabilities and Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | $ | 116 | | $ | 52,472 | | — | | $ | 52,588 | |
Accrued liabilities | | — | | 357,979 | | (7,043 | ) | 350,936 | |
Current deferred tax liabilities | | — | | 55,799 | | (20,312 | ) | 35,487 | |
Current portion of long-term debt and capital lease obligations | | — | | 12,318 | | — | | 12,318 | |
Total current liabilities | | 116 | | 478,568 | | (27,355 | ) | 451,329 | |
Long-term debt and capital lease obligations | | — | | 1,895,381 | | — | | 1,895,381 | |
Long-term deferred tax liabilities | | — | | 151,258 | | (128 | ) | 151,130 | |
Insurance reserves | | — | | 175,427 | | — | | 175,427 | |
Other long-term liabilities | | — | | 16,997 | | — | | 16,997 | |
Total liabilities | | 116 | | 2,717,631 | | (27,483 | ) | 2,690,264 | |
Equity: | | | | | | | | | |
Common stock | | 1,804 | | — | | — | | 1,804 | |
Preferred stock | | — | | — | | — | | — | |
Treasury stock | | (1,347 | ) | (1,347 | ) | 1,347 | | (1,347 | ) |
Additional paid-in capital | | 1,576,764 | | 1,404,208 | | (1,404,208 | ) | 1,576,764 | |
Retained earnings | | 18,341 | | 84,107 | | (84,107 | ) | 18,341 | |
Accumulated other comprehensive loss | | (839 | ) | (839 | ) | 839 | | (839 | ) |
Total Envision Healthcare Holdings, Inc. equity | | 1,594,723 | | 1,486,129 | | (1,486,129 | ) | 1,594,723 | |
Noncontrolling interest | | — | | 15,030 | | — | | 15,030 | |
Total equity | | 1,594,723 | | 1,501,159 | | (1,486,129 | ) | 1,609,753 | |
Total liabilities and equity | | $ | 1,594,839 | | $ | 4,218,790 | | $ | (1,513,612 | ) | $ | 4,300,017 | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Three months ended June 30, 2014 | |
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Net revenue | | $ | — | | $ | 1,075,327 | | $ | — | | $ | 1,075,327 | |
Compensation and benefits | | — | | 767,007 | | — | | 767,007 | |
Operating expenses | | — | | 120,715 | | — | | 120,715 | |
Insurance expense | | — | | 31,583 | | — | | 31,583 | |
Selling, general and administrative expenses | | — | | 23,594 | | — | | 23,594 | |
Depreciation and amortization expense | | — | | 35,558 | | — | | 35,558 | |
Restructuring charges | | — | | 3,731 | | — | | 3,731 | |
Income (loss) from operations | | — | | 93,139 | | — | | 93,139 | |
Interest income from restricted assets | | — | | 246 | | — | | 246 | |
Interest expense, net | | — | | (29,002 | ) | — | | (29,002 | ) |
Realized gains (losses) on investments | | — | | 508 | | — | | 508 | |
Other income (expense), net | | (1,657 | ) | (307 | ) | — | | (1,964 | ) |
Loss on early debt extinguishment | | — | | (66,397 | ) | — | | (66,397 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (1,657 | ) | (1,813 | ) | — | | (3,470 | ) |
Income tax benefit (expense) | | 515 | | 897 | | — | | 1,412 | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (1,142 | ) | (916 | ) | — | | (2,058 | ) |
Equity in net income (loss) of subsidiary | | (850 | ) | — | | 850 | | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 66 | | — | | 66 | |
Net income (loss) | | (1,992 | ) | (850 | ) | 850 | | (1,992 | ) |
Less: Net (income) loss attributable to noncontrolling interest | | — | | — | | — | | — | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | (1,992 | ) | $ | (850 | ) | $ | 850 | | $ | (1,992 | ) |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Three months ended June 30, 2013 | |
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Net revenue | | $ | — | | $ | 899,255 | | $ | — | | $ | 899,255 | |
Compensation and benefits | | — | | 643,960 | | — | | 643,960 | |
Operating expenses | | 20 | | 102,288 | | — | | 102,308 | |
Insurance expense | | — | | 25,840 | | — | | 25,840 | |
Selling, general and administrative expenses | | 1 | | 23,789 | | — | | 23,790 | |
Depreciation and amortization expense | | — | | 34,622 | | — | | 34,622 | |
Restructuring charges | | — | | 3,032 | | — | | 3,032 | |
Income from operations | | (21 | ) | 65,724 | | — | | 65,703 | |
Interest income from restricted assets | | — | | 266 | | — | | 266 | |
Interest expense, net | | (11,464 | ) | (38,538 | ) | — | | (50,002 | ) |
Realized gains (losses) on investments | | — | | 105 | | — | | 105 | |
Other income (expense), net | | — | | (249 | ) | — | | (249 | ) |
Loss on early debt extinguishment | | — | | — | | — | | — | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (11,485 | ) | 27,308 | | — | | 15,823 | |
Income tax benefit (expense) | | 4,519 | | (10,832 | ) | — | | (6,313 | ) |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (6,966 | ) | 16,476 | | — | | 9,510 | |
Equity in net income (loss) of subsidiary | | 16,563 | | — | | (16,563 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 87 | | — | | 87 | |
Net income (loss) | | 9,597 | | 16,563 | | (16,563 | ) | 9,597 | |
Less: Net (income) loss attributable to noncontrolling interest | | — | | — | | — | | — | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | 9,597 | | $ | 16,563 | | $ | (16,563 | ) | $ | 9,597 | |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Six months ended June 30, 2014 | |
| | EVHC | | Corporation and | | Consolidating | | Total | |
(excluding | Subsidiaries | Adjustments |
Corporation) | | |
Net revenue | | $ | — | | $ | 2,089,538 | | $ | — | | $ | 2,089,538 | |
Compensation and benefits | | — | | 1,510,668 | | — | | 1,510,668 | |
Operating expenses | | — | | 235,350 | | — | | 235,350 | |
Insurance expense | | — | | 62,564 | | — | | 62,564 | |
Selling, general and administrative expenses | | — | | 42,969 | | — | | 42,969 | |
Depreciation and amortization expense | | — | | 71,990 | | — | | 71,990 | |
Restructuring charges | | — | | 4,540 | | — | | 4,540 | |
Income from operations | | — | | 161,457 | | — | | 161,457 | |
Interest income from restricted assets | | — | | 332 | | — | | 332 | |
Interest expense, net | | — | | (59,051 | ) | — | | (59,051 | ) |
Realized gains (losses) on investments | | — | | 1,114 | | — | | 1,114 | |
Other income (expense), net | | (2,799 | ) | 27 | | — | | (2,772 | ) |
Loss on early debt extinguishment | | — | | (66,397 | ) | — | | (66,397 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (2,799 | ) | 37,482 | | — | | 34,683 | |
Income tax benefit (expense) | | 895 | | (16,158 | ) | — | | (15,263 | ) |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (1,904 | ) | 21,324 | | — | | 19,420 | |
Equity in net income (loss) of subsidiary | | 21,437 | | — | | (21,437 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 113 | | — | | 113 | |
Net income (loss) | | 19,533 | | 21,437 | | (21,437 | ) | 19,533 | |
Less: Net (income) loss attributable to noncontrolling interest | | — | | 3,300 | | — | | 3,300 | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | 19,533 | | $ | 24,737 | | $ | (21,437 | ) | $ | 22,833 | |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Six months ended June 30, 2013 | |
| | EVHC | | Corporation and | | Consolidating | | Total | |
(excluding | Subsidiaries | Adjustments |
Corporation) | | |
Net revenue | | $ | — | | $ | 1,787,579 | | $ | — | | $ | 1,787,579 | |
Compensation and benefits | | — | | 1,285,749 | | — | | 1,285,749 | |
Operating expenses | | 87 | | 202,671 | | — | | 202,758 | |
Insurance expense | | — | | 51,673 | | — | | 51,673 | |
Selling, general and administrative expenses | | 1 | | 45,787 | | — | | 45,788 | |
Depreciation and amortization expense | | — | | 69,377 | | — | | 69,377 | |
Restructuring charges | | — | | 3,669 | | — | | 3,669 | |
Income from operations | | (88 | ) | 128,653 | | — | | 128,565 | |
Interest income from restricted assets | | — | | 632 | | — | | 632 | |
Interest expense, net | | (22,926 | ) | (78,828 | ) | — | | (101,754 | ) |
Realized gains (losses) on investments | | — | | 118 | | — | | 118 | |
Other income (expense), net | | — | | (12,970 | ) | — | | (12,970 | ) |
Loss on early debt extinguishment | | — | | (122 | ) | — | | (122 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (23.014 | ) | 37,483 | | — | | 14,469 | |
Income tax benefit (expense) | | 9,085 | | (17,966 | ) | — | | (8,881 | ) |
Income before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (13,929 | ) | 19,517 | | — | | 5,588 | |
Equity in net income (loss) of subsidiary | | 19,679 | | — | | (19,679 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 162 | | — | | 162 | |
Net income (loss) | | 5,750 | | 19,679 | | (19,679 | ) | 5,750 | |
Less: Net (income) loss attributable to noncontrolling interest | | — | | — | | — | | — | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | 5,750 | | $ | 19,679 | | $ | (19,679 | ) | $ | 5,750 | |
|
Condensed Consolidating Statement of Cash Flows |
(in thousands, unaudited) |
|
| | Six months ended June 30, 2014 | | | | |
| | EVHC | | Corporation and | | Total | | | | |
(excluding | Subsidiaries | | | |
Corporation) | | | | |
Cash Flows from Operating Activities | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (391 | ) | $ | 94,331 | | $ | 93,940 | | | | |
Cash Flows from Investing Activities | | | | | | | | | | |
Purchases of available-for-sale securities | | — | | (3,372 | ) | (3,372 | ) | | | |
Sales and maturities of available-for-sale securities | | — | | 10,527 | | 10,527 | | | | |
Purchase of property, plant and equipment | | — | | (33,480 | ) | (33,480 | ) | | | |
Proceeds from sale of property, plant and equipment | | — | | 2,216 | | 2,216 | | | | |
Acquisition of businesses, net of cash received | | — | | (199,298 | ) | (199,298 | ) | | | |
Net change in insurance collateral | | — | | 1,213 | | 1,213 | | | | |
Other investing activities | | — | | (2,363 | ) | (2,363 | ) | | | |
Net cash provided by (used in) investing activities | | — | | (224,557 | ) | (224,557 | ) | | | |
Cash Flows from Financing Activities | | | | | | | | | | |
Borrowings under the ABL Facility | | — | | 50,000 | | 50,000 | | | | |
Proceeds from issuance of senior notes | | — | | 740,625 | | 740,625 | | | | |
Repayments of the Term Loan | | — | | (3,343 | ) | (3,343 | ) | | | |
Repayments of the ABL Facility | | — | | (50,000 | ) | (50,000 | ) | | | |
Repayments of senior notes | | — | | (607,750 | ) | (607,750 | ) | | | |
Payment for debt extinguishment premiums | | — | | (37,630 | ) | (37,630 | ) | | | |
Debt issuance costs | | — | | (1,374 | ) | (1,374 | ) | | | |
Excess tax benefits from equity-based compensation | | — | | 15,658 | | 15,658 | | | | |
Shares repurchased for tax withholdings | | — | | (14,430 | ) | (14,430 | ) | | | |
Proceeds from noncontrolling interest | | — | | 250 | | 250 | | | | |
Other financing activities | | 391 | | (3,889 | ) | (3,498 | ) | | | |
Net intercompany borrowings (payments) | | (81,717 | ) | 81,717 | | — | | | | |
Net cash provided by (used in) financing activities | | (81,326 | ) | 169,834 | | 88,508 | | | | |
Change in cash and cash equivalents | | (81,717 | ) | 39,608 | | (42,109 | ) | | | |
Cash and cash equivalents, beginning of period | | 81,722 | | 122,990 | | 204,712 | | | | |
Cash and cash equivalents, end of period | | $ | 5 | | $ | 162,598 | | $ | 162,603 | | | | |
|
Condensed Consolidating Statement of Cash Flows |
(in thousands, unaudited) |
|
| | Six months ended June 30, 2013 | | | | |
| | EVHC | | Corporation and | | Total | | | | |
(excluding | Subsidiaries | | | |
Corporation) | | | | |
Cash Flows from Operating Activities | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (19,343 | ) | $ | 13,246 | | $ | (6,097 | ) | | | |
Cash Flows from Investing Activities | | | | | | | | | | |
Purchases of available-for-sale securities | | — | | (2,548 | ) | (2,548 | ) | | | |
Sales and maturities of available-for-sale securities | | — | | 4,170 | | 4,170 | | | | |
Purchase of property, plant and equipment | | — | | (26,198 | ) | (26,198 | ) | | | |
Proceeds from sale of property, plant and equipment | | — | | 328 | | 328 | | | | |
Acquisition of businesses, net of cash received | | — | | (1,423 | ) | (1,423 | ) | | | |
Net change in insurance collateral | | — | | (2,024 | ) | (2,024 | ) | | | |
Other investing activities | | — | | (52 | ) | (52 | ) | | | |
Net cash provided by (used in) investing activities | | — | | (27,747 | ) | (27,747 | ) | | | |
Cash Flows from Financing Activities | | | | | | | | | | |
Issuance of common stock | | — | | 1,117 | | 1,117 | | | | |
Borrowings under the Term Loan | | — | | 209,000 | | 209,000 | | | | |
Borrowings under the ABL Facility | | — | | 252,440 | | 252,440 | | | | |
Repayments of the Term Loan | | — | | (65,685 | ) | (65,685 | ) | | | |
Repayments of the ABL Facility | | — | | (349,940 | ) | (349,940 | ) | | | |
Dividend paid | | (67 | ) | — | | (67 | ) | | | |
Debt issuance costs | | (4 | ) | (5,007 | ) | (5,011 | ) | | | |
Equity issuance costs | | (1,400 | ) | — | | (1,400 | ) | | | |
Excess tax benefits from equity-based compensation | | — | | 3,168 | | 3,168 | | | | |
Payment of dissenting shareholder settlement | | — | | (38,336 | ) | (38,336 | ) | | | |
Net change in bank overdrafts | | — | | 8,117 | | 8,117 | | | | |
Other financing activities | | — | | (359 | ) | (359 | ) | | | |
Net intercompany borrowings (payments) | | 20,813 | | (20,813 | ) | — | | | | |
Net cash provided by (used in) financing activities | | 19,342 | | (6,298 | ) | 13,044 | | | | |
Change in cash and cash equivalents | | (1 | ) | (20,799 | ) | (20,800 | ) | | | |
Cash and cash equivalents, beginning of period | | 281 | | 57,551 | | 57,832 | | | | |
Cash and cash equivalents, end of period | | $ | 280 | | $ | 36,752 | | $ | 37,032 | | | | |