Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
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-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 182,542,040 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $162,603 | $204,712 |
Insurance collateral | 18,519 | 29,619 |
Trade and other accounts receivable, net | 879,337 | 801,146 |
Parts and supplies inventory | 23,832 | 23,376 |
Prepaids and other current assets | 42,400 | 23,430 |
Total current assets | 1,126,691 | 1,082,283 |
Non-current assets: | ' | ' |
Property, plant and equipment, net | 197,303 | 194,715 |
Intangible assets, net | 551,706 | 513,698 |
Insurance collateral | ' | 12,716 |
Goodwill | 2,544,477 | 2,435,670 |
Other long-term assets | 39,200 | 60,935 |
Total assets | 4,459,377 | 4,300,017 |
Current liabilities: | ' | ' |
Accounts payable | 48,905 | 52,588 |
Accrued liabilities | 377,853 | 350,936 |
Current deferred tax liabilities | 35,615 | 35,487 |
Current portion of long-term debt and capital lease obligations | 12,306 | 12,318 |
Total current liabilities | 474,679 | 451,329 |
Long-term debt and capital lease obligations | 2,032,347 | 1,895,381 |
Long-term deferred tax liabilities | 151,225 | 151,130 |
Insurance reserves | 152,454 | 175,427 |
Other long-term liabilities | 16,532 | 16,997 |
Total liabilities | 2,827,237 | 2,690,264 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 181,205,468 and 180,382,885 issued and outstanding as of June 30, 2014 and December 31, 2013, respectively) | 1,812 | 1,804 |
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding as of June 30, 2014 and December 31, 2013) | ' | ' |
Treasury stock at cost | -1,347 | -1,347 |
Additional paid-in capital | 1,579,748 | 1,576,764 |
Retained earnings | 41,174 | 18,341 |
Accumulated other comprehensive income | -1,227 | -839 |
Total Envision Healthcare Holdings, Inc. equity | 1,620,160 | 1,594,723 |
Noncontrolling interest | 11,980 | 15,030 |
Total equity | 1,632,140 | 1,609,753 |
Total liabilities and equity | $4,459,377 | $4,300,017 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS | ' | ' |
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 | 181,205,468 | 180,382,885 |
Common stock, shares outstanding | 181,205,468 | 180,382,885 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue, net of contractual discounts | $1,953,702 | $1,689,805 | $3,812,196 | $3,295,053 |
Provision for uncompensated care | -878,375 | -790,550 | -1,722,658 | -1,507,474 |
Net revenue | 1,075,327 | 899,255 | 2,089,538 | 1,787,579 |
Compensation and benefits | 767,007 | 643,960 | 1,510,668 | 1,285,749 |
Operating expenses | 120,715 | 102,308 | 235,350 | 202,758 |
Insurance expense | 31,583 | 25,840 | 62,564 | 51,673 |
Selling, general and administrative expenses | 23,594 | 23,790 | 42,969 | 45,788 |
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 |
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 |
Income from operations | 93,139 | 65,703 | 161,457 | 128,565 |
Interest income from restricted assets | 246 | 266 | 332 | 632 |
Interest expense, net | -29,002 | -50,002 | -59,051 | -101,754 |
Realized gains (losses) on investments | 508 | 105 | 1,114 | 118 |
Other income (expense), net | -1,964 | -249 | -2,772 | -12,970 |
Loss on early debt extinguishment | -66,397 | ' | -66,397 | -122 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -3,470 | 15,823 | 34,683 | 14,469 |
Income tax benefit (expense) | 1,412 | -6,313 | -15,263 | -8,881 |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | -2,058 | 9,510 | 19,420 | 5,588 |
Equity in earnings of unconsolidated subsidiary | 66 | 87 | 113 | 162 |
Net income (loss) | -1,992 | 9,597 | 19,533 | 5,750 |
Less: Net (income) loss attributable to noncontrolling interest | ' | ' | 3,300 | ' |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -1,992 | 9,597 | 22,833 | 5,750 |
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.01) | $0.07 | $0.13 | $0.04 |
Diluted (in dollars per share) | ($0.01) | $0.07 | $0.12 | $0.04 |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 181,140,242 | 131,672,134 | 180,962,123 | 131,187,567 |
Diluted (in shares) | 181,140,242 | 137,271,357 | 189,460,445 | 135,990,366 |
Comprehensive income (loss): | ' | ' | ' | ' |
Net income (loss) | -1,992 | 9,597 | 19,533 | 5,750 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Unrealized holding gains (losses) during the period | -365 | -13 | -702 | -449 |
Unrealized gains (losses) on derivative financial instruments | 263 | 20 | 314 | -278 |
Total other comprehensive income (loss), net of tax | -102 | 7 | -388 | -727 |
Comprehensive income (loss) | -2,094 | 9,604 | 19,145 | 5,023 |
Less: Comprehensive (income) loss attributable to noncontrolling interest | ' | ' | 3,300 | ' |
Comprehensive income (loss) attributable to Envision Healthcare Holdings, Inc. | ($2,094) | $9,604 | $22,445 | $5,023 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) | $19,533 | $5,750 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 78,456 | 78,999 |
(Gain) loss on disposal of property, plant and equipment | -2,025 | -10 |
Equity-based compensation expense | 2,550 | 2,124 |
Excess tax benefits from equity-based compensation | -15,658 | -3,168 |
Loss on early debt extinguishment | 66,397 | 122 |
Equity in earnings of unconsolidated subsidiary | -113 | -162 |
Dividends received | 430 | 556 |
Deferred income taxes | 486 | 4,231 |
Payment of dissenting shareholder settlement | ' | -13,717 |
Changes in operating assets/liabilities, net of acquisitions: | ' | ' |
Trade and other accounts receivable | -58,212 | -54,963 |
Parts and supplies inventory | -423 | -154 |
Prepaids and other current assets | -18,927 | -12,305 |
Accounts payable and accrued liabilities | 31,266 | -9,948 |
Insurance accruals | -9,820 | -3,452 |
Net cash provided by (used in) operating activities | 93,940 | -6,097 |
Cash Flows from Investing Activities | ' | ' |
Purchases of available-for-sale securities | -3,372 | -2,548 |
Sales and maturities of available-for-sale securities | 10,527 | 4,170 |
Purchases of property, plant and equipment | -33,480 | -26,198 |
Proceeds from sale of property, plant and equipment | 2,216 | 328 |
Acquisition of businesses, net of cash received | -199,298 | -1,423 |
Net change in insurance collateral | 1,213 | -2,024 |
Other investing activities | -2,363 | -52 |
Net cash provided by (used in) investing activities | -224,557 | -27,747 |
Cash Flows from Financing Activities | ' | ' |
Issuance of common stock | ' | 1,117 |
Borrowings under the Term Loan | ' | 209,000 |
Borrowings under the ABL Facility | 50,000 | 252,440 |
Proceeds from issuance of senior notes | 740,625 | ' |
Repayments of the Term Loan | -3,343 | -65,685 |
Repayments of the ABL Facility | -50,000 | -349,940 |
Repayments of senior notes | -607,750 | ' |
Payment for debt extinguishment premiums | -37,630 | ' |
Dividend paid | ' | -67 |
Debt issuance costs | -1,374 | -5,011 |
Equity issuance costs | ' | -1,400 |
Excess tax benefits from equity-based compensation | 15,658 | 3,168 |
Shares repurchased for tax withholdings | -14,430 | ' |
Proceeds from noncontrolling interest | 250 | ' |
Payment of dissenting shareholder settlement | ' | -38,336 |
Net change in bank overdrafts | ' | 8,117 |
Other financing activities | -3,498 | -359 |
Net cash provided by (used in) financing activities | 88,508 | 13,044 |
Change in cash and cash equivalents | -42,109 | -20,800 |
Cash and cash equivalents, beginning of period | 204,712 | 57,832 |
Cash and cash equivalents, end of period | $162,603 | $37,032 |
General
General | 6 Months Ended |
Jun. 30, 2014 | |
General | ' |
General | ' |
1. General | |
Basis of Presentation of Financial Statements | |
Envision Healthcare Holdings, Inc., formerly known as CDRT Holding Corporation, is organized as a holding company that operates through various subsidiaries. Envision Healthcare Corporation, formerly known as Emergency Medical Services Corporation, (“Corporation”) is a wholly-owned subsidiary of the Company. | |
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the consolidated financial position, results of operations and cash flows of the Company 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 the Company 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, 2014. For further information on the Company’s significant accounting policies and other information, see the Company’s consolidated financial statements, including the accounting policies and notes thereto for the year ended December 31, 2013, which includes all disclosures required by GAAP, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
On July 29, 2013, the Company effected a 9.3 for 1.0 stock split of its common stock, resulting in 132,082,885 shares of common stock issued, not including 504,197 treasury shares. The accompanying consolidated financial statements give retroactive effect to the stock split for all periods presented. | |
On August 13, 2013, the Company’s registration statement (the “Registration Statement”) for an initial public offering of its common stock, par value $0.01 per share (“Common Stock”) was declared effective. On February 5, 2014, the Company registered the offering and sale of 31,625,000 shares of Common Stock (including shares sold pursuant to the underwriters’ option to purchase additional shares) by certain stockholders of the Company at a public offering price of $30.50 per share. See Note 2 for further information on the Company’s public offerings and its equity. | |
The Company’s business is conducted primarily through two operating subsidiaries, EmCare Holdings, Inc. (“EmCare”), its facility-based and post-acute care physician services segment, and American Medical Response, Inc. (“AMR”), its healthcare transportation services segment. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
Consolidation | ||||||||||||||
The consolidated financial statements of the Company include all of its wholly-owned subsidiaries, including Corporation, EmCare and AMR and their respective subsidiaries and affiliated physician groups. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements including, but not limited to, estimates and assumptions for accounts receivable and insurance related reserves. Actual results may differ from those estimates under different assumptions or conditions. | ||||||||||||||
Insurance Collateral | ||||||||||||||
Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s captive insurance subsidiary that supports the Company’s insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income, net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. | ||||||||||||||
Realized gains and losses are determined based on an average cost basis. | ||||||||||||||
Additionally, insurance collateral is comprised of cash deposits with third parties. Insurance collateral also includes a receivable from insurers of $1.8 million and $1.3 million as of June 30, 2014 and December 31, 2013, respectively, for liabilities in excess of the Company’s self-insured retention. | ||||||||||||||
Trade and Other Accounts Receivable, net | ||||||||||||||
The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. 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, 2013 was equal to approximately 87% and 89% 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 as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Gross trade accounts receivable | $ | 4,511,437 | $ | 3,841,672 | ||||||||||
Allowance for contractual discounts | (2,402,789 | ) | (2,002,704 | ) | ||||||||||
Allowance for uncompensated care | (1,229,807 | ) | (1,038,833 | ) | ||||||||||
Trade accounts receivable, net | 878,841 | 800,135 | ||||||||||||
Other receivables, net | 496 | 1,011 | ||||||||||||
Trade and other accounts receivable, net | $ | 879,337 | $ | 801,146 | ||||||||||
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. | ||||||||||||||
Insurance Reserves | ||||||||||||||
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 one million dollars to three million dollars 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 June 2014. As a result of this and previous actuarial valuations, the Company recorded increases in its provisions for insurance liabilities of $2.1 million and $7.3 million during the three and six months ended June 30, 2014, respectively, as compared to an increase of $0.8 million and a decrease of $0.4 million for the three and six months ended June 30, 2013, related to reserves for losses in prior years. | ||||||||||||||
The long-term portion of insurance reserves was $152.5 million and $175.4 million as of June 30, 2014 and December 31, 2013, respectively. | ||||||||||||||
Equity Structure and Public Offerings | ||||||||||||||
On August 13, 2013, the Company’s Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) for an initial public offering of its Common Stock. The Company registered the offering and sale of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock sold to the underwriters pursuant to their option to purchase additional shares at a price of $23 per share. On August 19, 2013, the Company 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, and the offering terminated. At the closing, the Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters’ discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to Clayton, Dubilier & Rice, LLC (“CD&R”) in connection with the termination of a consulting agreement with the Company (“Consulting Agreement”) which was recorded in the third quarter of 2013 to selling, general and administrative expenses in the statements of operations (see Note 13). | ||||||||||||||
Net proceeds from the initial public offering were used to (i) redeem in full the 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, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the senior unsecured notes due 2019 and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes which included, among other things, repayment of indebtedness and acquisitions. | ||||||||||||||
On February 5, 2014, the Company registered the offering and sale of 27,500,000 shares of Common Stock by certain stockholders of the Company and an additional 4,125,000 shares of Common Stock, which were sold by investment funds sponsored by, or affiliated with, CD&R (the “CD&R Affiliates”) to the underwriters pursuant to their option to purchase additional shares at $30.50 per share less the underwriting discount. The CD&R Affiliates, certain executive officers and directors of the Company and certain non-executives were the selling stockholders in the offering. The Company did not receive any of the proceeds from the sale of the shares being sold by the selling stockholders, including any shares sold pursuant to any exercise of the underwriters’ option to purchase additional shares. | ||||||||||||||
Financial Instruments and Concentration of Credit Risk | ||||||||||||||
The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long-term debt and other long-term liabilities constitute financial instruments. Based on management’s estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value as of June 30, 2014 and December 31, 2013. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the six months ended June 30, 2014 and 2013, the Company derived approximately 33% and 34%, respectively, of its revenue from Medicare and Medicaid, 64% and 62%, respectively, from insurance providers and contracted payors, and 3% and 4%, respectively, directly from patients. | ||||||||||||||
The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of June 30, 2014 approximated the carrying value of $750.0 million. | ||||||||||||||
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 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 June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 6,130 | $ | — | $ | — | $ | 6,130 | ||||||
Fuel hedge | — | 368 | — | 368 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 1,734 | 1,734 | ||||||||||
Interest rate swap | — | 2,327 | — | 2,327 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,710 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has decreased by $6.0 million since December 31, 2013 primarily due to payments made. | ||||||||||||||
During the six months ended June 30, 2014 and 2013, there were no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||
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 services rendered. While the Company attempts to obtain all relevant billing information at the time the patient is within its 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. | ||||||||||||||
The Company has historically reported Medicare and Medicaid managed care in the line Commercial insurance and managed care. Medicare managed care and Medicaid managed care have been reclassified into the Medicare and Medicaid lines in the current period and all prior periods have been conformed to current period presentation. Net revenue for the three and six months ended June 30, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 300,428 | $ | 266,762 | $ | 550,740 | $ | 500,636 | ||||||
Medicaid | 110,625 | 93,649 | 166,441 | 144,863 | ||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 607,567 | 497,136 | 1,252,750 | 1,057,327 | ||||||||||
Self-pay | 752,221 | 687,772 | 1,476,728 | 1,317,029 | ||||||||||
Sub-total | 1,770,841 | 1,545,319 | 3,446,659 | 3,019,855 | ||||||||||
Subsidies and fees | 182,861 | 144,486 | 365,537 | 275,198 | ||||||||||
Revenue, net of contractual discounts | 1,953,702 | 1,689,805 | 3,812,196 | 3,295,053 | ||||||||||
Provision for uncompensated care | (878,375 | ) | (790,550 | ) | (1,722,658 | ) | (1,507,474 | ) | ||||||
Net revenue | $ | 1,075,327 | $ | 899,255 | $ | 2,089,538 | $ | 1,787,579 | ||||||
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 increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $2.7 million and $3.8 million for the three and six months ended June 30, 2014, respectively, and increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $1.3 million for the three months ended June 30, 2013 and decreased the contractual discount and uncompensated provisions (increased net revenue) by approximately $0.8 million for the six months ended June 30, 2013. | ||||||||||||||
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. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. ASU 2014-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined the effects, if any, that adoption of ASU 2014-09 may have on its consolidated financial position or results of operations. |
Basic_and_Diluted_Net_Income_L
Basic and Diluted Net Income (Loss) Per Share | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | ' | |||||||||||||
Basic and Diluted Net Income (Loss) Per Share | ' | |||||||||||||
3. Basic and Diluted Net Income (Loss) Per Share | ||||||||||||||
The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to Envision Healthcare Holdings, Inc.” 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 the Company’s common stock. The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except share and per share amounts). | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | (1,992 | ) | $ | 9,597 | $ | 22,833 | $ | 5,750 | |||||
Weighted-average common shares outstanding — common stock: | ||||||||||||||
Basic | 181,140,242 | 131,672,134 | 180,962,123 | 131,187,567 | ||||||||||
Dilutive impact of stock awards outstanding | — | 5,599,223 | 8,498,322 | 4,802,799 | ||||||||||
Diluted | 181,140,242 | 137,271,357 | 189,460,445 | 135,990,366 | ||||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.07 | $ | 0.13 | $ | 0.04 | |||||
Diluted | $ | (0.01 | ) | $ | 0.07 | $ | 0.12 | $ | 0.04 | |||||
The Company had a net loss for the three months ended June 30, 2014; therefore, the effect of stock awards to purchase common stock of 8,362,994 is excluded from the computations of diluted loss per share since the effect is anti-dilutive. As of June 30, 2014 and 2013, there were no stock awards of common stock outstanding excluded from the weighted-average common shares outstanding above. |
Acquisitions
Acquisitions | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Acquisitions | ' | |||||||||||||
Acquisitions | ' | |||||||||||||
4. Acquisitions | ||||||||||||||
2014 Acquisitions | ||||||||||||||
Phoenix Physicians, LLC (“Phoenix Physicians”). On June 17, 2014, the Company acquired the stock of Phoenix Physicians for a total purchase price of $169.5 million paid in cash (the “Phoenix Physicians Acquisition.”) Phoenix Physicians, in part through management services agreements with professional entities, is engaged in providing medical practices support and emergency department management and staffing services to hospitals, physicians and healthcare facilities in Florida. The Company has accounted for the acquisition of Phoenix Physicians using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. All of the goodwill is tax deductible and assigned to the EmCare segment. | ||||||||||||||
The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations (in thousands): | ||||||||||||||
Cash | $ | 7,052 | ||||||||||||
Accounts receivable | 16,748 | |||||||||||||
Prepaid and other current assets | 359 | |||||||||||||
Property, plant, and equipment | 92 | |||||||||||||
Acquired intangible assets | 56,000 | |||||||||||||
Goodwill | 96,811 | |||||||||||||
Accounts payable | (1,073 | ) | ||||||||||||
Accrued liabilities | (6,539 | ) | ||||||||||||
Total purchase price | $ | 169,450 | ||||||||||||
The following unaudited pro forma operating results give effect to the Phoenix Physicians Acquisition, as if it had been completed as of January 1, 2013. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that the Company believes are reasonable. | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||||
Net revenue | $ | 35,572 | $ | 28,224 | $ | 64,270 | $ | 55,929 | ||||||
Net income | 1,113 | 306 | 2,110 | 981 | ||||||||||
The Company’s statements of operations for both the three months and six months ended June 30, 2014 include net revenue and net income of $3.5 million and $0.3 million, respectively, attributable to Phoenix Physicians. | ||||||||||||||
Other 2014 Acquisitions. The Company completed the acquisitions of Life Line Ambulance Service, Inc., an emergency medical transportation service provider with operations in Arizona, on February 6, 2014, MedStat EMS, Inc., an emergency and non-emergency medical ground transportation service provider with operations in Mississippi, on March 7, 2014, and Streamlined Medical Solutions, LLC, a healthcare technology company which has developed proprietary software to enhance patient direct admission and referral management processes, on May 21, 2014 for total aggregate purchase consideration of approximately $38.0 million paid in cash. | ||||||||||||||
The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During the three months ended June 30, 2014, the Company made purchase price allocation adjustments. The total purchase price for these acquisitions was allocated to goodwill of $17.4 million, $11.4 million of which is tax deductible goodwill, other acquired intangible assets of $15.0 million, and net current assets of $5.6 million, which are subject to adjustment based upon the completion of purchase price allocations. | ||||||||||||||
2013 Acquisitions | ||||||||||||||
During the year ended December 31, 2013, indirect, wholly-owned subsidiaries of the Company completed the acquisitions of CMORx, LLC and Loya Medical Services, PLLC, which provide clinical management software, each of T.M.S. Management Group, Inc. and Transportation Management Services of Brevard, Inc., two related corporations that leverage the provision of non-emergency medical transportation services by third-party transportation service providers, Jackson Emergency Consultants, which provides facility based physician staffing in northern Florida, and other smaller acquisitions for a combined purchase price of $34.2 million paid in cash. | ||||||||||||||
The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During the six months ended June 30, 2014, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $5.4 million. The total purchase price for these acquisitions was allocated to goodwill of $20.8 million, all of which is tax deductible goodwill, other acquired intangible assets of $14.9 million, and net current liabilities of $1.5 million, which are subject to adjustment based upon the completion of purchase price allocations. |
Insurance_Collateral
Insurance Collateral | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Insurance Collateral | ' | |||||||||||||
Insurance Collateral | ' | |||||||||||||
5. Insurance Collateral | ||||||||||||||
Insurance collateral consisted of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||
June 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Available-for-sale securities: | ||||||||||||||
U.S. Treasuries | $ | 1,199 | $ | 2,100 | ||||||||||
Corporate bonds /Fixed income | 2,702 | 6,372 | ||||||||||||
Corporate equity | 2,229 | 4,755 | ||||||||||||
Total available-for-sale securities | 6,130 | 13,227 | ||||||||||||
Insurance receivable | 1,796 | 1,300 | ||||||||||||
Cash deposits and other | 10,593 | 27,808 | ||||||||||||
Total insurance collateral | $ | 18,519 | $ | 42,335 | ||||||||||
Amortized cost basis and aggregate fair value of the Company’s available-for-sale securities as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 1,182 | $ | 19 | $ | (2 | ) | $ | 1,199 | |||||
Corporate bonds /Fixed income | 2,693 | 10 | (1 | ) | 2,702 | |||||||||
Corporate equity | 2,194 | 49 | (14 | ) | 2,229 | |||||||||
Total available-for-sale securities | $ | 6,069 | $ | 78 | $ | (17 | ) | $ | 6,130 | |||||
December 31, 2013 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 2,064 | $ | 37 | $ | (1 | ) | $ | 2,100 | |||||
Corporate bonds /Fixed income | 6,384 | 26 | (38 | ) | 6,372 | |||||||||
Corporate equity | 4,399 | 500 | (144 | ) | 4,755 | |||||||||
Total available-for-sale securities | $ | 12,847 | $ | 563 | $ | (183 | ) | $ | 13,227 | |||||
As of June 30, 2014, available-for-sale securities included U.S. Treasuries and corporate bonds /fixed income securities of $0.6 million with contractual maturities within one year, $2.8 million with contractual maturities extending longer than one year through five years and $0.5 million with contractual maturities extending longer than five years through and including ten years. Actual maturities may differ from contractual maturities as a result of the Company’s ability to sell these securities prior to maturity. | ||||||||||||||
The Company’s temporarily impaired investment securities available-for-sale as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||
Loss | Loss | |||||||||||||
U.S. Treasuries: | ||||||||||||||
Less than 12 months | $ | 132 | $ | (2 | ) | $ | 132 | $ | (1 | ) | ||||
12 months or more | — | — | — | — | ||||||||||
Corporate bonds /Fixed income: | ||||||||||||||
Less than 12 months | 552 | (1 | ) | 2,768 | (18 | ) | ||||||||
12 months or more | — | — | 2,178 | (20 | ) | |||||||||
Corporate equity: | ||||||||||||||
Less than 12 months | 1,225 | (14 | ) | — | — | |||||||||
12 months or more | — | — | 2,553 | (144 | ) | |||||||||
Total | $ | 1,909 | $ | (17 | ) | $ | 7,631 | $ | (183 | ) | ||||
The Company realized net gains of $0.5 million and $1.1 million on the sale and maturities of available-for-sale securities for the three and six months ended June 30, 2014, respectively, and net gains of $0.1 million on the sale and maturities of available-for-sale securities for both the three and six months ended June 30, 2013, respectively. |
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
6. Accrued Liabilities | ||||||||
Accrued liabilities were as follows as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued wages and benefits | $ | 183,092 | $ | 161,398 | ||||
Accrued paid time-off | 29,732 | 25,713 | ||||||
Current portion of self-insurance reserves | 71,720 | 73,738 | ||||||
Accrued restructuring | 6,560 | 5,682 | ||||||
Current portion of compliance and legal | 4,262 | 2,000 | ||||||
Accrued billing and collection fees | 2,571 | 2,954 | ||||||
Accrued incentive compensation | 25,067 | 19,570 | ||||||
Accrued interest | 2,755 | 6,898 | ||||||
Other | 52,094 | 52,983 | ||||||
Total accrued liabilities | $ | 377,853 | $ | 350,936 |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt and Capital Lease Obligations | ' | |||||||
Debt and Capital Lease Obligations | ' | |||||||
7. Debt and Capital Lease Obligations | ||||||||
Senior Unsecured Notes due 2019 | ||||||||
On May 25, 2011, Corporation issued $950 million of senior unsecured notes due 2019 (“2019 Notes”). During the second quarter of 2012, the Company’s captive insurance subsidiary purchased $15.0 million of the 2019 Notes through an open market transaction and currently holds none of the 2019 Notes subsequent to the redemption of the 2019 Notes on December 30, 2013 and June 18, 2014. | ||||||||
On December 30, 2013, the Company redeemed $332.5 million in aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company’s captive insurance subsidiary at a redemption price of 108.125%, plus accrued and unpaid interest of $2.2 million. During the fourth quarter of 2013, the Company recorded a loss on early debt extinguishment of $38.7 million related to premiums and unamortized debt issuance costs from the partial redemption of the 2019 Notes. | ||||||||
On June 18, 2014, the Company redeemed $617.5 million in aggregate principal amount of the 2019 Notes of which $9.8 million was held by the Company’s captive insurance subsidiary at a redemption price of 106.094%, plus accrued and unpaid interest of $2.4 million. During the second quarter of 2014, the Company recorded a loss on early debt extinguishment of $66.4 million related to premiums, financing fees paid to the creditors of the unsecured senior notes due 2022, and unamortized debt issuance costs from the redemption of the 2019 Notes. | ||||||||
Senior Secured Credit Facilities | ||||||||
On May 25, 2011, Corporation entered into $1.8 billion of senior secured credit facilities (“Senior Secured Credit Facilities”) that consisted of a $1.44 billion senior secured term loan facility due 2018 (the “Term Loan Facility”) and a $350 million asset-backed revolving credit facility due 2016 (the “ABL Facility”). The Senior Secured Credit Facilities are secured by substantially all of the assets of the Company. | ||||||||
Term Loan Facility | ||||||||
Prior to February 7, 2013, loans under the Term Loan Facility bore interest at the Company’s election at a rate equal to (i) the highest of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Term Loan LIBOR”) and (y) 1.50%, plus, in each case, 3.75%, or (ii) the base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month Term Loan LIBOR (adjusted for maximum reserves) plus 1.00% per annum and (x) 2.50%, plus, in each case, 2.75%. | ||||||||
On February 7, 2013, Corporation, the borrower under the Term Loan Facility, entered into a First Amendment (the “Term Loan Amendment”) to the credit agreement governing the Term Loan Facility (as amended, the “Term Loan Credit Agreement”). Under the Term Loan Amendment, the Company incurred an additional $150 million in incremental borrowings under the Term Loan Facility, the proceeds of which were used to pay down the ABL Facility. In addition, the rate at which the loans under the Term Loan Credit Agreement bear interest was amended to equal (i) the higher of (x) 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 the Company meets a consolidated first lien net leverage ratio of 2.50:1.00), or (ii) the alternate base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month LIBOR (adjusted for maximum reserves) plus 1.00% and (z) 2.00%, plus, in each case, 2.00% (with a step-down to 1.75% in the event that the Company meets a consolidated first lien net leverage ratio of 2.50:1.00). The Company recorded a loss on early debt extinguishment of $0.1 million related to unamortized debt issuance costs as a result of this modification. | ||||||||
The credit agreement governing the Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on the incurrence of debt, liens, fundamental changes, restrictions on subsidiary distributions, transactions with affiliates, further negative pledge, asset sales, restricted payments, investments and acquisitions, repayment of certain junior debt (including the senior notes) or amendments of junior debt documents related thereto and line of business. The negative covenants are subject to the customary exceptions. | ||||||||
ABL Facility | ||||||||
Prior to February 27, 2013, loans under the ABL Facility bore interest at the Company’s election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“ABL LIBOR”), plus an applicable margin that ranges from 2.25% to 2.75% based on the average available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.5% and (z) the one-month ABL LIBOR plus 1.0% per annum, plus, in each case, an applicable margin that ranges from 1.25% to 1.75% based on the average available loan commitments. | ||||||||
On February 27, 2013, Corporation entered into a First Amendment (the “ABL Amendment”) to the credit agreement governing the ABL Facility (as amended, the “ABL Credit Agreement”), under which the Company increased its commitments under the ABL Facility to $450 million and extended the term to 2018. In addition, the rate at which the loans under the ABL Credit Agreement bear interest was amended to equal (i) LIBOR plus, (x) 2.00% in the event that average daily excess availability is less than or equal to 33% of availability, (y) 1.75% in the event that average daily excess availability is greater than 33% but less than or equal to 66% of availability and (z) 1.50% in the event that average daily excess availability is greater than 66% of availability, or (ii) the alternate base rate, which will be the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the one-month LIBOR (adjusted for maximum reserves) plus 1.00% plus, in each case, (A) 1.00% in the event that average daily excess availability is less than or equal to 33% of availability, (B) 0.75% in the event that average daily excess availability is greater than 33% but less than or equal to 66% of availability and (C) 0.50% in the event that average daily excess availability is greater than 66% of availability. | ||||||||
The ABL Facility bears a commitment fee that ranges from 0.500% to 0.375%, payable quarterly in arrears, based on the utilization of the ABL Facility. The ABL Facility also bears customary letter of credit fees. | ||||||||
As of June 30, 2014, letters of credit outstanding which impact the available credit under the ABL Facility were $129.9 million and the maximum available under the ABL Facility was $320.1 million. | ||||||||
The credit agreement governing the ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends and distributions, investments, acquisitions, prepayments or redemptions of junior indebtedness, amendments of junior indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and hedging transactions. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30-day average excess availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default and compliance with a fixed charge coverage ratio of 1.0 to 1.0. | ||||||||
In the second quarter of 2013, the Company recorded $5.0 million of debt issuance expense related to the Term Loan Amendment and ABL Amendment. | ||||||||
Senior PIK Toggle Notes | ||||||||
On October 1, 2012, the Company issued $450 million of Senior PIK Toggle Notes due 2017 (the “PIK Notes”) and used the proceeds from the offering to pay an extraordinary dividend to its stockholders, pay debt issuance costs and make certain payments to members of management with rollover options in the Company. | ||||||||
On August 30, 2013, the Company redeemed all of the PIK Notes at a redemption price equal to 102.75% of the aggregate principal amount of the PIK Notes, plus accrued and unpaid interest of $17.2 million. During the third quarter of 2013, the Company recorded a loss on early debt extinguishment of $29.5 million related to premiums and unamortized debt issuance costs from the redemption of the PIK Notes. | ||||||||
Senior Unsecured Notes due 2022 | ||||||||
On June 18, 2014, Corporation issued $750.0 million of senior unsecured notes due 2022 (“2022 Notes”) the proceeds of which were used to redeem the 2019 Notes and for other general corporate purposes. The Company paid $9.4 million in financing fees to the creditors of the 2022 Notes which was recorded to loss on early debt extinguishment for the three months ended June 30, 2014. | ||||||||
The 2022 Notes have a fixed interest rate of 5.125%, payable semi-annually on January 1 and July 1 with the principal due at maturity on July 1, 2022. The 2022 Notes are general unsecured obligations of the Company and are guaranteed by each of the Company’s domestic subsidiaries, except for any of the Company’s subsidiaries subject to regulation as an insurance company, including the Company’s captive insurance subsidiary. | ||||||||
The Company may redeem the 2022 Notes, in whole or in part, at any time prior to July 1, 2017, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. The Company may redeem the 2022 Notes, in whole or in part, at any time (i) on and after July 1, 2017 and prior to July 1, 2018, at a price equal to 103.844% of the principal amount of the 2022 Notes, (ii) on or after July 1, 2018 and prior to July 1, 2019, at a price equal to 102.563% of the principal amount of the 2022 Notes, (iii) on or after July 1, 2019 and prior to July 1, 2020, at a price equal to 101.281% of the principal amount of the 2022 Notes, and (iv) on or after July 1, 2020, at a price equal to 100.000% of the principal amount of the 2022 Notes, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 1, 2017, the Company at its option may redeem up to 40% of the aggregate principal amount of the 2022 Notes with the proceeds of certain equity offerings at a redemption price of 105.125%, plus accrued and unpaid interest, if any, to the applicable redemption date. | ||||||||
The indenture governing the 2022 Notes contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control, the Company is required to make an offer to repurchase all of the 2022 Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the 2022 Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. | ||||||||
Debt and capital lease obligations consisted of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Senior unsecured notes due 2019 | $ | — | $ | 607,750 | ||||
Senior unsecured notes due 2022 | 750,000 | — | ||||||
Senior secured term loan due 2018 (4.00% at June 30, 2014 and December 31, 2013) | 1,296,261 | 1,302,945 | ||||||
Discount on senior secured term loan | (3,687 | ) | (4,217 | ) | ||||
ABL Facility | — | — | ||||||
Notes due at various dates from 2014 to 2022 with interest rates from 6% to 10% | 811 | 852 | ||||||
Capital lease obligations due at various dates from 2014 to 2018 | 1,268 | 369 | ||||||
Total | 2,044,653 | 1,907,699 | ||||||
Less current portion | (12,306 | ) | (12,318 | ) | ||||
Total long-term debt and capital lease obligations | $ | 2,032,347 | $ | 1,895,381 |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities | ' |
Derivative Instruments and Hedging Activities | ' |
8. 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 June 30, 2014, the Company was party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $3.63 to $3.78 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 1.3 million gallons, which represents approximately 16.8% of the Company’s total estimated usage during the periods hedged, through December 2014. 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 $0.4 million and $0.7 million as of June 30, 2014 and December 31, 2013, respectively. Over the next 12 months, the Company expects to reclassify $0.4 million of deferred gain from accumulated other comprehensive income as the related fuel hedge transactions mature. Settlement of hedge agreements are included in operating expenses and resulted in net receipts from the counterparty of $0.1 million for each of the three months ended June 30, 2014 and 2013, respectively, and $0.3 million for each of the six months ended June 30, 2014 and 2013, respectively. | |
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 $2.3 million and $3.1 million as of June 30, 2014 and December 31, 2013, respectively. Over the next 12 months, the Company expects to reclassify $2.1 million of deferred loss from accumulated other comprehensive income to interest expense as the related interest rate swap transactions mature. Settlement of interest rate swap agreements are included in interest expense and resulted in net payments to the counterparties of $0.5 million for each of the three months ended June 30, 2014 and 2013, respectively, and $1.0 million for each of the six months ended June 30, 2014 and 2013, respectively. |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income by Component | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||||
9. Changes in Accumulated Other Comprehensive Income by Component | ||||||||||||||||
The following table summarizes the changes in the Company’s accumulated other comprehensive income (AOCI) by component as of June 30, 2014 and December 31, 2013 (in thousands). All amounts are after tax. | ||||||||||||||||
Fuel hedge | Interest rate swap | Unrealized | Total | |||||||||||||
holding gains on | ||||||||||||||||
available-for-sale | ||||||||||||||||
securities | ||||||||||||||||
Balance as of January 1, 2013 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | (213 | ) | |||||||
Other comprehensive income before reclassifications | (396 | ) | (336 | ) | (598 | ) | (1,330 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (241 | ) | 1,239 | (294 | ) | 704 | ||||||||||
Net current-period other comprehensive income | (637 | ) | 903 | (892 | ) | (626 | ) | |||||||||
Balance as of December 31, 2013 | $ | 420 | $ | (1,958 | ) | $ | 699 | $ | (839 | ) | ||||||
Other comprehensive income before reclassifications | (18 | ) | (114 | ) | (8 | ) | (140 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (172 | ) | 618 | (694 | ) | (248 | ) | |||||||||
Net current-period other comprehensive income | (190 | ) | 504 | (702 | ) | (388 | ) | |||||||||
Balance as of June 30, 2014 | $ | 230 | $ | (1,454 | ) | $ | (3 | ) | $ | (1,227 | ) | |||||
The following table shows the line item on the statements of operations affected by reclassifications out of AOCI (in thousands): | ||||||||||||||||
Amount reclassified from AOCI | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
Details about AOCI components | 2014 | 2013 | 2014 | 2013 | Statements of Operations | |||||||||||
Gains and losses on cash flow hedges: | ||||||||||||||||
Fuel Hedge | $ | 95 | $ | 26 | $ | 276 | $ | 221 | Operating expenses | |||||||
Interest rate swap | (497 | ) | (496 | ) | (993 | ) | (987 | ) | Interest expense, net | |||||||
(402 | ) | (470 | ) | (717 | ) | (766 | ) | Total before tax | ||||||||
152 | 177 | 271 | 288 | Tax benefit (expense) | ||||||||||||
$ | (250 | ) | $ | (293 | ) | $ | (446 | ) | $ | (478 | ) | Net of tax | ||||
Unrealized holding gains on available-for-sale securities | $ | 508 | $ | 105 | $ | 1,114 | $ | 118 | Realized gains (losses) on investments | |||||||
508 | 105 | 1,114 | 118 | Total before tax | ||||||||||||
(192 | ) | (39 | ) | (420 | ) | (44 | ) | Tax benefit (expense) | ||||||||
$ | 316 | $ | 66 | $ | 694 | $ | 74 | Net of tax |
Restructuring_Charges
Restructuring Charges | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Restructuring Charges | ' | ||||||||||||||||
Restructuring Charges | ' | ||||||||||||||||
10. Restructuring Charges | |||||||||||||||||
The Company recorded restructuring charges of $3.7 million and $4.5 million during the three and six months ended June 30, 2014, respectively, and $3.0 million and $3.7 million during the three and six months ended June 30, 2013, respectively, related primarily to continuing efforts to re-align AMR’s operations and billing functions. Payments currently under this plan are expected to be complete by March 2015. | |||||||||||||||||
AMR | |||||||||||||||||
Lease and | |||||||||||||||||
other contract | |||||||||||||||||
termination | EmCare | EVHC | |||||||||||||||
costs | Severance | Severance | Severance | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Balance as of January 1, 2013 | $ | 8,122 | $ | 3,015 | $ | 773 | $ | 408 | $ | 12,318 | |||||||
Incurred | 1,876 | 2,890 | 913 | 20 | 5,699 | ||||||||||||
Paid | (6,989 | ) | (3,765 | ) | (1,204 | ) | (377 | ) | (12,335 | ) | |||||||
Balance as of December 31, 2013 | $ | 3,009 | $ | 2,140 | $ | 482 | $ | 51 | $ | 5,682 | |||||||
Incurred | 2,899 | 512 | 728 | 401 | 4,540 | ||||||||||||
Paid | (878 | ) | (1,620 | ) | (719 | ) | (445 | ) | (3,662 | ) | |||||||
Balance as of June 30, 2014 | $ | 5,030 | $ | 1,032 | $ | 491 | $ | 7 | $ | 6,560 |
Equity_Based_Compensation
Equity Based Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Equity Based Compensation | ' |
Equity Based Compensation | ' |
11. Equity Based Compensation | |
Upon completion of the Company’s initial public offering, the previous stock compensation plan (“Stock Compensation Plan”) terminated and the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”) was adopted pursuant to which options and awards with respect to a total of 16,708,289 shares of Common Stock are available for grant. As of June 30, 2014, a total of 16,539,986 shares remained available for grant under the Omnibus Incentive Plan. Awards under the Omnibus Incentive Plan include both performance and non-performance based awards. As of June 30, 2014, no grants of performance based awards under the Omnibus Incentive Plan had been made. Options are granted with exercise prices equal to the fair value of the Company’s common stock at the date of grant. No participant may be granted in any calendar year awards covering more than 2.5 million shares of Common Stock or 1.5 million performance awards up to a maximum dollar value of $5.0 million. Non-performance based awards vest ratably over five years. Performance based awards vest upon achievement of certain company-wide objectives. All options have 10 year terms. | |
Awards previously granted under the Stock Compensation Plan were unaffected by the termination of the Stock Compensation Plan; however no future grants will be made under the Stock Compensation Plan. | |
A compensation charge of $1.5 million and $1.1 million was recorded for the three months ended June 30, 2014 and 2013, respectively, and $2.5 million and $2.1 million was recorded for the six months ended June 30, 2014 and 2013, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
12. Commitments and Contingencies | |
Lease Commitments | |
The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $11.4 million and $11.2 million for the three months ended June 30, 2014 and 2013, respectively and $22.7 million and $22.3 million for the six months ended June 30, 2014 and 2013, respectively. | |
The Company also records certain leasehold improvements and vehicles 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. | |
In December 2006, AMR received a subpoena from the U.S. Department of Justice (“DOJ”). The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. The Company produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern. The Company reviewed the information provided by the government and provided its response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a Corporate Integrity Agreement (“CIA”) with the Office of Inspector General of the Department of Health and Human Services (“OIG”) in connection with this matter. Under the terms of the settlement, AMR paid $2.7 million to the federal government. In connection with the settlement, the Company entered into a CIA with a five-year period beginning May 20, 2011. Pursuant to this CIA, the Company is required to maintain a compliance program, which includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for its billing operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events. The Company entered into the settlement in order to avoid the uncertainties of litigation, and has not admitted any wrongdoing. In May 2013, a subsidiary of the Company entered into an agreement to divest substantially all the assets underlying AMR’s services in New York, although the obligations of the Company’s compliance program will remain in effect following the expected divestiture. The divesture was completed on July 1, 2013. | |
In July 2011, AMR received a subpoena from the Civil Division of the U.S. Attorney’s Office for the Central District of California (“USAO”) seeking certain documents concerning AMR’s provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the OIG, was investigating whether AMR violated the federal False Claims Act and/or the federal Anti-Kickback Statute in connection with AMR’s provision of ambulance transport services within the City of Riverside. The California Attorney General’s Office conducted a parallel state investigation for possible violations of the California False Claims Act. In December 2012, AMR was notified that both investigations were concluded and that the agencies had closed the matter. There were no findings made against AMR, and the closure of the matter did not require any payments from AMR. | |
Letters of Credit | |
As of June 30, 2014 and December 31, 2013, the Company had $129.9 million in outstanding letters of credit. | |
Other Legal Matters | |
Four different putative class action lawsuits have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws. On April 16, 2008, Laura Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the State of California, County of Los Angeles; on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles: and on March 11, 2010, Melanie Aguilar filed suit in Superior Court of the State of California, County of Los Angeles. The Banta, Aguilar and Karapetian cases have been coordinated in the Superior Court for the State of California, County of Los Angeles, and the Aguilar and Karapetian cases have subsequently been consolidated into a single action. In these cases, the plaintiffs allege principally that the AMR entities failed to pay wages, including overtime wages, in compliance with California law, and failed to provide required meal breaks, rest breaks or pay premium compensation for missed breaks. The plaintiffs are seeking to certify classes on these claims and are seeking lost wages, various penalties, and attorneys’ fees under California law. The Court has certified classes in the consolidated Karapetian /Aguilar case on claims alleging that AMR has not provided meal periods in compliance with the law as to dispatchers and call takers, that AMR has an unlawful time round policy, and that AMR has an unlawful practice of setting rates for those employees; the Court denied certification of the rest period claims of these employees. In Banta, the Court denied certification of the meal and rest period claims as to EMTs and paramedics, a decision that is being appealed; the Court indicated that it would certify a class on overtime claims, but plaintiff’s counsel have indicated that they intend to dismiss that claim as AMR’s policy complies with a recent Court of Appeal decision. No rulings have been made as to class certification in Bartoni. The Company is unable at this time to estimate the amount of potential damages, if any in any of these actions. | |
Merion Capital, L.P. (“Merion”), a former stockholder of Corporation, filed an action in the Delaware Court of Chancery on June 20, 2011 seeking to exercise its right to appraisal of its holdings in Corporation prior to the merger of Corporation with a wholly-owned subsidiary of the Company (the “Merger”) on May 25, 2011. During the first quarter of 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. | |
On August 7, 2012, EmCare received a subpoena from the OIG requesting copies of documents for the period from January 1, 2007 through the present that appears to primarily be focused on EmCare’s contracts for services at hospitals that are affiliated with Health Management Associates, Inc. (“HMA”). The Company has been cooperating with the government during its investigation and, as such, continues to gather responsive documents. During the months of December 2013 and January 2014, several lawsuits filed by whistleblowers on behalf of the federal and certain state governments against HMA have been unsealed; the Company is a named defendant in two of these lawsuits. Although the federal government intervened in these lawsuits in connection with certain of the allegations against HMA, the federal government has not, at this time, disclosed whether it will intervene in these matters as they relate to the Company. The Company continues to engage in meaningful dialogue with the relevant government representatives and, at this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. | |
On February 5, 2013, Air Ambulance Specialists, Inc. received a subpoena from the Federal Aviation Administration seeking certain information from the Company relating to its operations as an indirect air carrier and its relationships with Part 135 direct air carriers. The Company responded to the subpoena in February 2013. The Federal Aviation Administration has made no further inquiries of the Company and the Company believes this matter is closed. | |
On February 14, 2013, EmCare received a subpoena from the OIG requesting documents and other information relating to EmCare’s relationship with Community Health Services, Inc. (“CHS”). The Company is cooperating with the government during its investigation, has provided responsive documents, and is engaged in a meaningful dialogue with the relevant government representatives regarding additional requests. At this time, the Company is unable to determine the potential impact, if any, that will result from these investigations. | |
In November 2013, AMR received a subpoena from the New Hampshire Department of Insurance directed to American Medical Response of Massachusetts, Inc. The subpoena requested documents relating to ambulance services provided to approximately 150 patients residing in the state of New Hampshire who had been involved in motor vehicle accidents and who were ultimately transported by AMR. In addition, the subpoena requested information relating to any agreements for reimbursement between AMR and Progressive Insurance. The Company is cooperating with the Department during its investigation and, as such, is in the process of gathering responsive documents, formulating a response to the subpoena, and is seeking to engage in a meaningful dialogue with the relevant New Hampshire Department of Insurance and Attorney General’s Office representatives. 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. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
13. Related Party Transactions | |
CD&R Affiliates | |
Stockholders Agreement | |
In connection with the Company’s initial public offering, the Company entered into a stockholders agreement (“Stockholders Agreement”) with CD&R Affiliates. Under the Stockholders Agreement, CD&R Affiliates were granted the right to designate for nomination for election a number of CD&R-designated directors equal to: (i) at least a majority of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 50% of the outstanding shares of Common Stock, (ii) at least 40% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 40% but less than 50% of the outstanding shares of Common Stock, (iii) at least 30% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 30% but less than 40% of the outstanding shares of Common Stock, (iv) at least 20% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 40% but less than 50% of the outstanding shares of Common Stock, and (v) at least 5% of the total number of directors comprising the board of directors at such time as long as the CD&R Affiliates own at least 5% but less than 20% of the outstanding shares of Common Stock. Additionally, a CD&R-designated director will serve as the Chairman of the board of directors as long as the CD&R Affiliates own at least 30% of the outstanding shares of Common Stock. | |
Consulting Agreement | |
The Company was party to the Consulting Agreement with CD&R dated May 25, 2011, 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 $1.3 million and $2.5 million for the three months and six months ended June 30, 2013, respectively, for this fee. | |
During the third quarter of 2013, the Company made a $20.0 million payment to CD&R with proceeds received from the initial public offering of Common Stock of the Company to terminate the Consulting Agreement. | |
Registration Rights Agreement | |
In connection with the closing of the Merger, the Company entered into a registration rights agreement (“Registration Rights Agreement”) with the CD&R Affiliates which grants the CD&R Affiliates specified demand and piggyback registration rights with respect to the Company’s Common Stock. Under the Registration Rights Agreement, if the Company registers Common Stock under the Securities Act of 1933, as amended the “Securities Act”), holders of the Common Stock, including CD&R Affiliates, have the right to require the Company’s to use reasonable best efforts to include in the Company’s registration statement shares of Common Stock held by them, subject to certain limitations and at the expense of the Company. | |
Indemnification Agreements | |
In connection with the closing of the Merger, the Company and the Company entered into separate indemnification agreements with CD&R and CD&R Affiliates (the “CD&R Entities”). Under the indemnification agreement with the CD&R Entities, Holding and the Company, subject to certain limitations, jointly and severally agreed to indemnify the CD&R Entities and certain of their affiliates against certain liabilities arising out of performance of the Consulting Agreement and certain other claims and liabilities. | |
Other | |
On November 25, 2008, the Company entered into a corporate account agreement with The Hertz Corporation pursuant to which it agreed to spend a minimum total amount of $460,000 per year for the rental of cars from The Hertz Corporation and its subsidiaries and licensees. For each of the three and six months ended June 30, 2014 and 2013, we spent less than $1.0 million under this contract. The agreement had an initial one-year term, and renews automatically until terminated by either party. Investment funds associated with CD&R had been affiliated with Hertz Global Holdings. | |
Other Transactions | |
In connection with the closing of the Merger, Holding and Corporation entered into separate indemnification agreements with each of Richard J. Schnall, Ronald A. Williams, William A. Sanger, and Kenneth A. Giuriceo as the directors of Holding and Corporation. Under the indemnification agreements with the directors of Holding and Corporation, Holding and Corporation, subject to certain limitations, jointly and severally agreed to indemnify the directors against certain liabilities arising out of service as a director. | |
The executive employment agreements include indemnification provisions whereby the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted. | |
In connection with the Company’s initial public offering, the Company entered into new indemnification agreements with each of its directors. On November 11, 2013, the Company entered into an indemnification agreement with Mark V. Mactas. Under these agreements, the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted. |
Variable_Interest_Entities
Variable Interest Entities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Variable Interest Entities | ' | |||||||
Variable Interest Entities | ' | |||||||
14. Variable Interest Entities | ||||||||
GAAP requires the assets, liabilities, noncontrolling interests and activities of Variable Interest Entities (“VIE”) to be consolidated if an entity’s interest in the VIE has specific characteristics including: voting rights not proportional to ownership and the right to receive a majority of expected income or absorb a majority of expected losses. In addition, the entity exposed to the majority of the risks and rewards associated with the VIE is deemed its primary beneficiary and must consolidate the entity. | ||||||||
UHS-EmCare JV | ||||||||
EmCare entered into an agreement in 2014 with Universal Health Services, Inc. to form an entity which would provide physician services to various healthcare facilities (“UHS-EmCare JV”). UHS-EmCare JV began providing services to healthcare facilities during the second quarter of 2014 and meets the definition of a VIE. The Company determined that, although EmCare holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: | ||||||||
· EmCare provides management services to UHS-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of UHS-EmCare JV’s activities involve EmCare; and | ||||||||
· as payment for management services, EmCare is entitled to receive a base management fee from UHS-EmCare JV. | ||||||||
The following table summarizes the UHS-EmCare JV assets and liabilities as of June 30, 2014, which are included in the Company’s consolidated financial statements (in thousands): | ||||||||
June 30, | ||||||||
2014 | ||||||||
Current assets | $ | 14,798 | ||||||
Current liabilities | 7,373 | |||||||
HCA-EmCare JV | ||||||||
EmCare entered into an agreement in 2011 with an indirect wholly-owned subsidiary of HCA Holdings Inc. to form an entity which would provide physician services to various healthcare facilities (“HCA-EmCare JV”). HCA-EmCare JV began providing services to healthcare facilities during the first quarter of 2012 and meets the definition of a VIE. The Company determined that, although EmCare only holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: | ||||||||
· EmCare provides management services to HCA-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of HCA-EmCare JV’s activities involve EmCare; and | ||||||||
· as payment for management services, EmCare is entitled to receive a base management fee from HCA-EmCare JV as well as a bonus management fee. | ||||||||
The following table summarizes the HCA-EmCare JV assets and liabilities as of June 30, 2014 and December 31, 2013, which are included in the Company’s consolidated financial statements (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Current assets | $ | 107,353 | $ | 88,479 | ||||
Current liabilities | 30,650 | 22,005 | ||||||
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Information | ' | |||||||||||||
Segment Information | ' | |||||||||||||
15. Segment Information | ||||||||||||||
The Company is organized around two separately managed business units: facility-based and post-acute care physician services and healthcare transportation services, which have been identified as operating segments. The facility-based and post-acute care physician services reportable segment provides physician services to hospitals primarily for emergency department, anesthesiology, hospitalist/inpatient, radiology, teleradiology and surgery services. It also offers physician-led care management solutions outside the hospital. The healthcare transportation services reportable segment focuses on providing a full range of 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 (the “CODM”) as he assesses the performance of the business units and decides how to allocate resources to the business units. | ||||||||||||||
Net income (loss) before equity in earnings of unconsolidated subsidiary, income tax benefit (expense), loss on early debt extinguishment, other income (expense), net, realized gains (losses) on investments, interest expense, net, equity-based compensation expense, 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 and make decisions. Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded from Adjusted EBITDA are significant components in understanding and assessing the Company’s financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in the Company’s financial statements as an indicator of financial performance. Since Adjusted EBITDA is not a measure determined to be in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see Note 2). | ||||||||||||||
The Company’s operating segment results were as follows (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Facility-Based Physician Services | ||||||||||||||
Net revenue | $ | 690,015 | $ | 569,117 | $ | 1,334,581 | $ | 1,124,053 | ||||||
Income from operations | 68,844 | 53,204 | 120,079 | 101,096 | ||||||||||
Adjusted EBITDA | 87,079 | 70,575 | 158,453 | 136,735 | ||||||||||
Healthcare Transportation Services | ||||||||||||||
Net revenue | $ | 385,312 | $ | 330,138 | $ | 754,957 | $ | 663,526 | ||||||
Income from operations | 24,295 | 12,520 | 41,378 | 27,557 | ||||||||||
Adjusted EBITDA | 47,083 | 35,381 | 85,716 | 70,220 | ||||||||||
Segment Totals | ||||||||||||||
Net revenue | $ | 1,075,327 | $ | 899,255 | $ | 2,089,538 | $ | 1,787,579 | ||||||
Income from operations | 93,139 | 65,724 | 161,457 | 128,653 | ||||||||||
Adjusted EBITDA | 134,162 | 105,956 | 244,169 | 206,955 | ||||||||||
A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income (loss) | $ | (1,992 | ) | $ | 9,597 | $ | 19,533 | $ | 5,750 | |||||
Add-back of non-operating expense (income): | ||||||||||||||
Interest expense, net | 29,002 | 50,002 | 59,051 | 101,754 | ||||||||||
Income tax expense (benefit) | (1,412 | ) | 6,313 | 15,263 | 8,881 | |||||||||
Loss on early debt extinguishment | 66,397 | — | 66,397 | 122 | ||||||||||
Realized losses (gains) on investments | (508 | ) | (105 | ) | (1,114 | ) | (118 | ) | ||||||
Interest income from restricted assets | (246 | ) | (266 | ) | (332 | ) | (632 | ) | ||||||
Equity in earnings of unconsolidated subsidiary | (66 | ) | (87 | ) | (113 | ) | (162 | ) | ||||||
Other expense (income), net | 1,964 | 249 | 2,772 | 12,970 | ||||||||||
Corporate operating expense | — | 21 | — | 88 | ||||||||||
Income from operations — segment totals | 93,139 | 65,724 | 161,457 | 128,653 | ||||||||||
Add-back of operating expense (income): | ||||||||||||||
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ||||||||||
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | ||||||||||
Net loss (income) attributable to noncontrolling interest | — | — | 3,300 | — | ||||||||||
Interest income from restricted assets | 246 | 266 | 332 | 632 | ||||||||||
Equity-based compensation expense | 1,488 | 1,062 | 2,550 | 2,124 | ||||||||||
Related party management fees | — | 1,250 | — | 2,500 | ||||||||||
Adjusted EBITDA — segment totals | 134,162 | 105,956 | 244,169 | 206,955 | ||||||||||
Corporate operating expense | — | (21 | ) | — | (88 | ) | ||||||||
Adjusted EBITDA | $ | 134,162 | $ | 105,935 | $ | 244,169 | $ | 206,867 |
Consolidating_Financial_Inform
Consolidating Financial Information | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Consolidating Financial Information | ' | |||||||||||||
Consolidating Financial Information | ' | |||||||||||||
16. Consolidating Financial Information | ||||||||||||||
Pursuant to the indenture governing the 2022 Notes, so long as any of the 2022 Notes are outstanding, the Company is required to provide condensed consolidating financial information with a separate column for (i) the Company and its subsidiaries (other than Corporation and its subsidiaries) on a combined basis, (ii) Corporation and its subsidiaries, (iii) consolidating adjustments on a combined basis, and (iv) the total consolidated amount. The consolidating adjustments column represents the elimination of any intercompany activity between EVHC (excluding Corporation and its subsidiaries) and Corporation. | ||||||||||||||
Consolidating Balance Sheet | ||||||||||||||
As of 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 |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
17. Subsequent Events | |
On July 10, 2014, the Company registered the offering and sale of 27,500,000 shares of Common Stock by certain stockholders of the Company and an additional 4,125,000 shares of Common Stock, which were sold by the CD&R Affiliates to the underwriters pursuant to their option to purchase additional shares at $34.00 per share less the underwriting discount. The CD&R Affiliates, certain executive officers and directors of the Company and certain non-executives were the selling stockholders in the offering. The Company did not receive any of the proceeds from the sale of the shares being sold by the selling stockholders, including any shares sold pursuant to any exercise of the underwriters’ option to purchase additional shares. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Consolidation | ' | |||||||||||||
Consolidation | ||||||||||||||
The consolidated financial statements of the Company include all of its wholly-owned subsidiaries, including Corporation, EmCare and AMR and their respective subsidiaries and affiliated physician groups. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements including, but not limited to, estimates and assumptions for accounts receivable and insurance related reserves. Actual results may differ from those estimates under different assumptions or conditions. | ||||||||||||||
Insurance Collateral | ' | |||||||||||||
Insurance Collateral | ||||||||||||||
Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s captive insurance subsidiary that supports the Company’s insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income, net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. | ||||||||||||||
Realized gains and losses are determined based on an average cost basis. | ||||||||||||||
Additionally, insurance collateral is comprised of cash deposits with third parties. Insurance collateral also includes a receivable from insurers of $1.8 million and $1.3 million as of June 30, 2014 and December 31, 2013, respectively, for liabilities in excess of the Company’s self-insured retention. | ||||||||||||||
Trade and Other Accounts Receivable, net | ' | |||||||||||||
Trade and Other Accounts Receivable, net | ||||||||||||||
The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. 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, 2013 was equal to approximately 87% and 89% 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 as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Gross trade accounts receivable | $ | 4,511,437 | $ | 3,841,672 | ||||||||||
Allowance for contractual discounts | (2,402,789 | ) | (2,002,704 | ) | ||||||||||
Allowance for uncompensated care | (1,229,807 | ) | (1,038,833 | ) | ||||||||||
Trade accounts receivable, net | 878,841 | 800,135 | ||||||||||||
Other receivables, net | 496 | 1,011 | ||||||||||||
Trade and other accounts receivable, net | $ | 879,337 | $ | 801,146 | ||||||||||
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. | ||||||||||||||
Insurance Reserves | ' | |||||||||||||
Insurance Reserves | ||||||||||||||
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 one million dollars to three million dollars 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 June 2014. As a result of this and previous actuarial valuations, the Company recorded increases in its provisions for insurance liabilities of $2.1 million and $7.3 million during the three and six months ended June 30, 2014, respectively, as compared to an increase of $0.8 million and a decrease of $0.4 million for the three and six months ended June 30, 2013, related to reserves for losses in prior years. | ||||||||||||||
The long-term portion of insurance reserves was $152.5 million and $175.4 million as of June 30, 2014 and December 31, 2013, respectively. | ||||||||||||||
Equity Structure and Public Offerings | ' | |||||||||||||
Equity Structure and Public Offerings | ||||||||||||||
On August 13, 2013, the Company’s Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) for an initial public offering of its Common Stock. The Company registered the offering and sale of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock sold to the underwriters pursuant to their option to purchase additional shares at a price of $23 per share. On August 19, 2013, the Company 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, and the offering terminated. At the closing, the Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters’ discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to Clayton, Dubilier & Rice, LLC (“CD&R”) in connection with the termination of a consulting agreement with the Company (“Consulting Agreement”) which was recorded in the third quarter of 2013 to selling, general and administrative expenses in the statements of operations (see Note 13). | ||||||||||||||
Net proceeds from the initial public offering were used to (i) redeem in full the 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, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the senior unsecured notes due 2019 and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes which included, among other things, repayment of indebtedness and acquisitions. | ||||||||||||||
On February 5, 2014, the Company registered the offering and sale of 27,500,000 shares of Common Stock by certain stockholders of the Company and an additional 4,125,000 shares of Common Stock, which were sold by investment funds sponsored by, or affiliated with, CD&R (the “CD&R Affiliates”) to the underwriters pursuant to their option to purchase additional shares at $30.50 per share less the underwriting discount. The CD&R Affiliates, certain executive officers and directors of the Company and certain non-executives were the selling stockholders in the offering. The Company did not receive any of the proceeds from the sale of the shares being sold by the selling stockholders, including any shares sold pursuant to any exercise of the underwriters’ option to purchase additional shares. | ||||||||||||||
Financial Instruments and Concentration of Credit Risk | ' | |||||||||||||
Financial Instruments and Concentration of Credit Risk | ||||||||||||||
The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long-term debt and other long-term liabilities constitute financial instruments. Based on management’s estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value as of June 30, 2014 and December 31, 2013. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the six months ended June 30, 2014 and 2013, the Company derived approximately 33% and 34%, respectively, of its revenue from Medicare and Medicaid, 64% and 62%, respectively, from insurance providers and contracted payors, and 3% and 4%, respectively, directly from patients. | ||||||||||||||
The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of June 30, 2014 approximated the carrying value of $750.0 million. | ||||||||||||||
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 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 June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 6,130 | $ | — | $ | — | $ | 6,130 | ||||||
Fuel hedge | — | 368 | — | 368 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 1,734 | 1,734 | ||||||||||
Interest rate swap | — | 2,327 | — | 2,327 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,710 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
The contingent consideration balance classified as a Level 3 liability has decreased by $6.0 million since December 31, 2013 primarily due to payments made. | ||||||||||||||
During the six months ended June 30, 2014 and 2013, there were no transfers in and out of Level 1 and Level 2 fair value measurements. | ||||||||||||||
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 services rendered. While the Company attempts to obtain all relevant billing information at the time the patient is within its 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. | ||||||||||||||
The Company has historically reported Medicare and Medicaid managed care in the line Commercial insurance and managed care. Medicare managed care and Medicaid managed care have been reclassified into the Medicare and Medicaid lines in the current period and all prior periods have been conformed to current period presentation. Net revenue for the three and six months ended June 30, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 300,428 | $ | 266,762 | $ | 550,740 | $ | 500,636 | ||||||
Medicaid | 110,625 | 93,649 | 166,441 | 144,863 | ||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 607,567 | 497,136 | 1,252,750 | 1,057,327 | ||||||||||
Self-pay | 752,221 | 687,772 | 1,476,728 | 1,317,029 | ||||||||||
Sub-total | 1,770,841 | 1,545,319 | 3,446,659 | 3,019,855 | ||||||||||
Subsidies and fees | 182,861 | 144,486 | 365,537 | 275,198 | ||||||||||
Revenue, net of contractual discounts | 1,953,702 | 1,689,805 | 3,812,196 | 3,295,053 | ||||||||||
Provision for uncompensated care | (878,375 | ) | (790,550 | ) | (1,722,658 | ) | (1,507,474 | ) | ||||||
Net revenue | $ | 1,075,327 | $ | 899,255 | $ | 2,089,538 | $ | 1,787,579 | ||||||
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 increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $2.7 million and $3.8 million for the three and six months ended June 30, 2014, respectively, and increased the contractual discount and uncompensated care provisions (decreased net revenue) by approximately $1.3 million for the three months ended June 30, 2013 and decreased the contractual discount and uncompensated provisions (increased net revenue) by approximately $0.8 million for the six months ended June 30, 2013. | ||||||||||||||
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. | ||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. ASU 2014-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined the effects, if any, that adoption of ASU 2014-09 may have on its consolidated financial position or results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Schedule of accounts receivable and allowances | ' | |||||||||||||
The Company’s accounts receivable and allowances as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Gross trade accounts receivable | $ | 4,511,437 | $ | 3,841,672 | ||||||||||
Allowance for contractual discounts | (2,402,789 | ) | (2,002,704 | ) | ||||||||||
Allowance for uncompensated care | (1,229,807 | ) | (1,038,833 | ) | ||||||||||
Trade accounts receivable, net | 878,841 | 800,135 | ||||||||||||
Other receivables, net | 496 | 1,011 | ||||||||||||
Trade and other accounts receivable, net | $ | 879,337 | $ | 801,146 | ||||||||||
Summary of the valuation of the Company's financial instruments by the fair value hierarchy levels | ' | |||||||||||||
The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 6,130 | $ | — | $ | — | $ | 6,130 | ||||||
Fuel hedge | — | 368 | — | 368 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 1,734 | 1,734 | ||||||||||
Interest rate swap | — | 2,327 | — | 2,327 | ||||||||||
December 31, 2013 | ||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Available-for-sale securities (insurance collateral) | $ | 12,710 | $ | 517 | $ | — | $ | 13,227 | ||||||
Fuel hedge | — | 672 | — | 672 | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration | — | — | 7,734 | 7,734 | ||||||||||
Interest rate swap | — | 3,135 | — | 3,135 | ||||||||||
Schedule of net revenue | ' | |||||||||||||
Net revenue for the three and six months ended June 30, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Fee-for-service revenue, net of contractual discounts: | ||||||||||||||
Medicare | $ | 300,428 | $ | 266,762 | $ | 550,740 | $ | 500,636 | ||||||
Medicaid | 110,625 | 93,649 | 166,441 | 144,863 | ||||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | 607,567 | 497,136 | 1,252,750 | 1,057,327 | ||||||||||
Self-pay | 752,221 | 687,772 | 1,476,728 | 1,317,029 | ||||||||||
Sub-total | 1,770,841 | 1,545,319 | 3,446,659 | 3,019,855 | ||||||||||
Subsidies and fees | 182,861 | 144,486 | 365,537 | 275,198 | ||||||||||
Revenue, net of contractual discounts | 1,953,702 | 1,689,805 | 3,812,196 | 3,295,053 | ||||||||||
Provision for uncompensated care | (878,375 | ) | (790,550 | ) | (1,722,658 | ) | (1,507,474 | ) | ||||||
Net revenue | $ | 1,075,327 | $ | 899,255 | $ | 2,089,538 | $ | 1,787,579 |
Basic_and_Diluted_Net_Income_L1
Basic and Diluted Net Income (Loss) Per Share (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | ' | |||||||||||||
EPS amounts and the basic and diluted weighted-average shares outstanding used in the calculation | ' | |||||||||||||
The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except share and per share amounts). | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ | (1,992 | ) | $ | 9,597 | $ | 22,833 | $ | 5,750 | |||||
Weighted-average common shares outstanding — common stock: | ||||||||||||||
Basic | 181,140,242 | 131,672,134 | 180,962,123 | 131,187,567 | ||||||||||
Dilutive impact of stock awards outstanding | — | 5,599,223 | 8,498,322 | 4,802,799 | ||||||||||
Diluted | 181,140,242 | 137,271,357 | 189,460,445 | 135,990,366 | ||||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.07 | $ | 0.13 | $ | 0.04 | |||||
Diluted | $ | (0.01 | ) | $ | 0.07 | $ | 0.12 | $ | 0.04 |
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Acquisitions | ' | |||||||||||||
Schedule of allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ' | |||||||||||||
The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations (in thousands): | ||||||||||||||
Cash | $ | 7,052 | ||||||||||||
Accounts receivable | 16,748 | |||||||||||||
Prepaid and other current assets | 359 | |||||||||||||
Property, plant, and equipment | 92 | |||||||||||||
Acquired intangible assets | 56,000 | |||||||||||||
Goodwill | 96,811 | |||||||||||||
Accounts payable | (1,073 | ) | ||||||||||||
Accrued liabilities | (6,539 | ) | ||||||||||||
Total purchase price | $ | 169,450 | ||||||||||||
Schedule of unaudited pro forma operating results | ' | |||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||||
Net revenue | $ | 35,572 | $ | 28,224 | $ | 64,270 | $ | 55,929 | ||||||
Net income | 1,113 | 306 | 2,110 | 981 | ||||||||||
Insurance_Collateral_Tables
Insurance Collateral (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Insurance Collateral | ' | |||||||||||||
Schedule of insurance collateral | ' | |||||||||||||
Insurance collateral consisted of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||
June 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Available-for-sale securities: | ||||||||||||||
U.S. Treasuries | $ | 1,199 | $ | 2,100 | ||||||||||
Corporate bonds /Fixed income | 2,702 | 6,372 | ||||||||||||
Corporate equity | 2,229 | 4,755 | ||||||||||||
Total available-for-sale securities | 6,130 | 13,227 | ||||||||||||
Insurance receivable | 1,796 | 1,300 | ||||||||||||
Cash deposits and other | 10,593 | 27,808 | ||||||||||||
Total insurance collateral | $ | 18,519 | $ | 42,335 | ||||||||||
Schedule of amortized cost basis and aggregate fair value of the entity's available-for-sale securities | ' | |||||||||||||
Amortized cost basis and aggregate fair value of the Company’s available-for-sale securities as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 1,182 | $ | 19 | $ | (2 | ) | $ | 1,199 | |||||
Corporate bonds /Fixed income | 2,693 | 10 | (1 | ) | 2,702 | |||||||||
Corporate equity | 2,194 | 49 | (14 | ) | 2,229 | |||||||||
Total available-for-sale securities | $ | 6,069 | $ | 78 | $ | (17 | ) | $ | 6,130 | |||||
December 31, 2013 | ||||||||||||||
Description | Cost Basis | Gross | Gross | Fair | ||||||||||
Unrealized | Unrealized | Value | ||||||||||||
Gains | Losses | |||||||||||||
U.S. Treasuries | $ | 2,064 | $ | 37 | $ | (1 | ) | $ | 2,100 | |||||
Corporate bonds /Fixed income | 6,384 | 26 | (38 | ) | 6,372 | |||||||||
Corporate equity | 4,399 | 500 | (144 | ) | 4,755 | |||||||||
Total available-for-sale securities | $ | 12,847 | $ | 563 | $ | (183 | ) | $ | 13,227 | |||||
Schedule of the entity's temporarily impaired investment securities available-for-sale | ' | |||||||||||||
The Company’s temporarily impaired investment securities available-for-sale as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||
Loss | Loss | |||||||||||||
U.S. Treasuries: | ||||||||||||||
Less than 12 months | $ | 132 | $ | (2 | ) | $ | 132 | $ | (1 | ) | ||||
12 months or more | — | — | — | — | ||||||||||
Corporate bonds /Fixed income: | ||||||||||||||
Less than 12 months | 552 | (1 | ) | 2,768 | (18 | ) | ||||||||
12 months or more | — | — | 2,178 | (20 | ) | |||||||||
Corporate equity: | ||||||||||||||
Less than 12 months | 1,225 | (14 | ) | — | — | |||||||||
12 months or more | — | — | 2,553 | (144 | ) | |||||||||
Total | $ | 1,909 | $ | (17 | ) | $ | 7,631 | $ | (183 | ) |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities were as follows as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued wages and benefits | $ | 183,092 | $ | 161,398 | ||||
Accrued paid time-off | 29,732 | 25,713 | ||||||
Current portion of self-insurance reserves | 71,720 | 73,738 | ||||||
Accrued restructuring | 6,560 | 5,682 | ||||||
Current portion of compliance and legal | 4,262 | 2,000 | ||||||
Accrued billing and collection fees | 2,571 | 2,954 | ||||||
Accrued incentive compensation | 25,067 | 19,570 | ||||||
Accrued interest | 2,755 | 6,898 | ||||||
Other | 52,094 | 52,983 | ||||||
Total accrued liabilities | $ | 377,853 | $ | 350,936 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt and Capital Lease Obligations | ' | |||||||
Schedule of long-term debt and capital lease obligations | ' | |||||||
Debt and capital lease obligations consisted of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Senior unsecured notes due 2019 | $ | — | $ | 607,750 | ||||
Senior unsecured notes due 2022 | 750,000 | — | ||||||
Senior secured term loan due 2018 (4.00% at June 30, 2014 and December 31, 2013) | 1,296,261 | 1,302,945 | ||||||
Discount on senior secured term loan | (3,687 | ) | (4,217 | ) | ||||
ABL Facility | — | — | ||||||
Notes due at various dates from 2014 to 2022 with interest rates from 6% to 10% | 811 | 852 | ||||||
Capital lease obligations due at various dates from 2014 to 2018 | 1,268 | 369 | ||||||
Total | 2,044,653 | 1,907,699 | ||||||
Less current portion | (12,306 | ) | (12,318 | ) | ||||
Total long-term debt and capital lease obligations | $ | 2,032,347 | $ | 1,895,381 |
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Income by Component (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Changes in Accumulated Other Comprehensive Income by Component | ' | |||||||||||||||
Summary of changes in the Company's accumulated other comprehensive income (AOCI) by component, after tax | ' | |||||||||||||||
The following table summarizes the changes in the Company’s accumulated other comprehensive income (AOCI) by component as of June 30, 2014 and December 31, 2013 (in thousands). All amounts are after tax. | ||||||||||||||||
Fuel hedge | Interest rate swap | Unrealized | Total | |||||||||||||
holding gains on | ||||||||||||||||
available-for-sale | ||||||||||||||||
securities | ||||||||||||||||
Balance as of January 1, 2013 | $ | 1,057 | $ | (2,861 | ) | $ | 1,591 | (213 | ) | |||||||
Other comprehensive income before reclassifications | (396 | ) | (336 | ) | (598 | ) | (1,330 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (241 | ) | 1,239 | (294 | ) | 704 | ||||||||||
Net current-period other comprehensive income | (637 | ) | 903 | (892 | ) | (626 | ) | |||||||||
Balance as of December 31, 2013 | $ | 420 | $ | (1,958 | ) | $ | 699 | $ | (839 | ) | ||||||
Other comprehensive income before reclassifications | (18 | ) | (114 | ) | (8 | ) | (140 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (172 | ) | 618 | (694 | ) | (248 | ) | |||||||||
Net current-period other comprehensive income | (190 | ) | 504 | (702 | ) | (388 | ) | |||||||||
Balance as of June 30, 2014 | $ | 230 | $ | (1,454 | ) | $ | (3 | ) | $ | (1,227 | ) | |||||
Schedule of statements of operations affected by reclassifications out of AOCI | ' | |||||||||||||||
The following table shows the line item on the statements of operations affected by reclassifications out of AOCI (in thousands): | ||||||||||||||||
Amount reclassified from AOCI | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
Details about AOCI components | 2014 | 2013 | 2014 | 2013 | Statements of Operations | |||||||||||
Gains and losses on cash flow hedges: | ||||||||||||||||
Fuel Hedge | $ | 95 | $ | 26 | $ | 276 | $ | 221 | Operating expenses | |||||||
Interest rate swap | (497 | ) | (496 | ) | (993 | ) | (987 | ) | Interest expense, net | |||||||
(402 | ) | (470 | ) | (717 | ) | (766 | ) | Total before tax | ||||||||
152 | 177 | 271 | 288 | Tax benefit (expense) | ||||||||||||
$ | (250 | ) | $ | (293 | ) | $ | (446 | ) | $ | (478 | ) | Net of tax | ||||
Unrealized holding gains on available-for-sale securities | $ | 508 | $ | 105 | $ | 1,114 | $ | 118 | Realized gains (losses) on investments | |||||||
508 | 105 | 1,114 | 118 | Total before tax | ||||||||||||
(192 | ) | (39 | ) | (420 | ) | (44 | ) | Tax benefit (expense) | ||||||||
$ | 316 | $ | 66 | $ | 694 | $ | 74 | Net of tax |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Restructuring Charges | ' | ||||||||||||||||
Schedule of restructuring charges | ' | ||||||||||||||||
AMR | |||||||||||||||||
Lease and | |||||||||||||||||
other contract | |||||||||||||||||
termination | EmCare | EVHC | |||||||||||||||
costs | Severance | Severance | Severance | Total | |||||||||||||
(in thousands) | |||||||||||||||||
Balance as of January 1, 2013 | $ | 8,122 | $ | 3,015 | $ | 773 | $ | 408 | $ | 12,318 | |||||||
Incurred | 1,876 | 2,890 | 913 | 20 | 5,699 | ||||||||||||
Paid | (6,989 | ) | (3,765 | ) | (1,204 | ) | (377 | ) | (12,335 | ) | |||||||
Balance as of December 31, 2013 | $ | 3,009 | $ | 2,140 | $ | 482 | $ | 51 | $ | 5,682 | |||||||
Incurred | 2,899 | 512 | 728 | 401 | 4,540 | ||||||||||||
Paid | (878 | ) | (1,620 | ) | (719 | ) | (445 | ) | (3,662 | ) | |||||||
Balance as of June 30, 2014 | $ | 5,030 | $ | 1,032 | $ | 491 | $ | 7 | $ | 6,560 |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
UHS-EmCare JV | ' | |||||||
Variable Interest Entities | ' | |||||||
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | ' | |||||||
The following table summarizes the UHS-EmCare JV assets and liabilities as of June 30, 2014, which are included in the Company’s consolidated financial statements (in thousands): | ||||||||
June 30, | ||||||||
2014 | ||||||||
Current assets | $ | 14,798 | ||||||
Current liabilities | 7,373 | |||||||
HCA-EmCare JV | ' | |||||||
Variable Interest Entities | ' | |||||||
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | ' | |||||||
The following table summarizes the HCA-EmCare JV assets and liabilities as of June 30, 2014 and December 31, 2013, which are included in the Company’s consolidated financial statements (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Current assets | $ | 107,353 | $ | 88,479 | ||||
Current liabilities | 30,650 | 22,005 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Information | ' | |||||||||||||
Schedule of the Company's operating segment results | ' | |||||||||||||
The Company’s operating segment results were as follows (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Facility-Based Physician Services | ||||||||||||||
Net revenue | $ | 690,015 | $ | 569,117 | $ | 1,334,581 | $ | 1,124,053 | ||||||
Income from operations | 68,844 | 53,204 | 120,079 | 101,096 | ||||||||||
Adjusted EBITDA | 87,079 | 70,575 | 158,453 | 136,735 | ||||||||||
Healthcare Transportation Services | ||||||||||||||
Net revenue | $ | 385,312 | $ | 330,138 | $ | 754,957 | $ | 663,526 | ||||||
Income from operations | 24,295 | 12,520 | 41,378 | 27,557 | ||||||||||
Adjusted EBITDA | 47,083 | 35,381 | 85,716 | 70,220 | ||||||||||
Segment Totals | ||||||||||||||
Net revenue | $ | 1,075,327 | $ | 899,255 | $ | 2,089,538 | $ | 1,787,579 | ||||||
Income from operations | 93,139 | 65,724 | 161,457 | 128,653 | ||||||||||
Adjusted EBITDA | 134,162 | 105,956 | 244,169 | 206,955 | ||||||||||
Schedule of reconciliation of net income (loss) to Adjusted EBITDA | ' | |||||||||||||
A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): | ||||||||||||||
Three months ended | Six months ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income (loss) | $ | (1,992 | ) | $ | 9,597 | $ | 19,533 | $ | 5,750 | |||||
Add-back of non-operating expense (income): | ||||||||||||||
Interest expense, net | 29,002 | 50,002 | 59,051 | 101,754 | ||||||||||
Income tax expense (benefit) | (1,412 | ) | 6,313 | 15,263 | 8,881 | |||||||||
Loss on early debt extinguishment | 66,397 | — | 66,397 | 122 | ||||||||||
Realized losses (gains) on investments | (508 | ) | (105 | ) | (1,114 | ) | (118 | ) | ||||||
Interest income from restricted assets | (246 | ) | (266 | ) | (332 | ) | (632 | ) | ||||||
Equity in earnings of unconsolidated subsidiary | (66 | ) | (87 | ) | (113 | ) | (162 | ) | ||||||
Other expense (income), net | 1,964 | 249 | 2,772 | 12,970 | ||||||||||
Corporate operating expense | — | 21 | — | 88 | ||||||||||
Income from operations — segment totals | 93,139 | 65,724 | 161,457 | 128,653 | ||||||||||
Add-back of operating expense (income): | ||||||||||||||
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ||||||||||
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | ||||||||||
Net loss (income) attributable to noncontrolling interest | — | — | 3,300 | — | ||||||||||
Interest income from restricted assets | 246 | 266 | 332 | 632 | ||||||||||
Equity-based compensation expense | 1,488 | 1,062 | 2,550 | 2,124 | ||||||||||
Related party management fees | — | 1,250 | — | 2,500 | ||||||||||
Adjusted EBITDA — segment totals | 134,162 | 105,956 | 244,169 | 206,955 | ||||||||||
Corporate operating expense | — | (21 | ) | — | (88 | ) | ||||||||
Adjusted EBITDA | $ | 134,162 | $ | 105,935 | $ | 244,169 | $ | 206,867 |
Consolidating_Financial_Inform1
Consolidating Financial Information (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Guarantors of Debt | ' | |||||||||||||
Schedule of Consolidating Balance Sheet | ' | |||||||||||||
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 | |||||
Schedule of Consolidating Statements of Operations | ' | |||||||||||||
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 | |||||
Schedule of Consolidating Statement of Cash Flows | ' | |||||||||||||
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 |
General_Details
General (Details) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||
Feb. 05, 2014 | Jul. 29, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 13, 2013 | Jul. 10, 2014 | |
item | Subsequent events | |||||
Basis of Presentation of Financial Statements | ' | ' | ' | ' | ' | ' |
Stock split ratio | ' | 9.3 | ' | ' | ' | ' |
Shares of common stock issued | ' | 132,082,885 | ' | ' | ' | ' |
Treasury shares issued | ' | 504,197 | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | $0.01 | $0.01 | $0.01 | ' |
Shares of common stock issued | 31,625,000 | ' | ' | ' | ' | 27,500,000 |
Public offering price (in dollars per share) | $30.50 | ' | ' | ' | ' | $34 |
Number of operating subsidiaries | ' | ' | 2 | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Insurance Collateral | ' | ' |
Reinsurance receivable | $1,796 | $1,300 |
Trade and Other Accounts Receivable, net | ' | ' |
Gross trade accounts receivable | 4,511,437 | 3,841,672 |
Allowance for contractual discounts | -2,402,789 | -2,002,704 |
Allowance for uncompensated care | -1,229,807 | -1,038,833 |
Trade accounts receivable, net | 878,841 | 800,135 |
Other receivables, net | 496 | 1,011 |
Trade and other accounts receivable, net | $879,337 | $801,146 |
Period after which look-back analysis is performed to review and adjust overage or deficit in accounts receivable allowances | '15 months | ' |
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 | ' | 87.00% |
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 | ' | 89.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Insurance Reserves | ' | ' | ' | ' | ' |
Discount rate for claims other than general liability claims (as a percent) | ' | ' | 1.50% | ' | ' |
Increases (decreases) in provisions for insurance liabilities for prior year losses | $2,100,000 | $800,000 | $7,300,000 | ($400,000) | ' |
Long-term portion of insurance reserves | 152,454,000 | ' | 152,454,000 | ' | 175,427,000 |
Minimum | ' | ' | ' | ' | ' |
Insurance Reserves | ' | ' | ' | ' | ' |
Liability exposure in instances where third-party insurance coverage is obtained | ' | ' | 1,000,000 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Insurance Reserves | ' | ' | ' | ' | ' |
Liability exposure in instances where third-party insurance coverage is obtained | ' | ' | $3,000,000 | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||
Feb. 05, 2014 | Aug. 19, 2013 | Jun. 30, 2013 | Jul. 10, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 19, 2013 | Aug. 19, 2013 | Aug. 13, 2013 | Feb. 05, 2014 | Aug. 19, 2013 | Aug. 13, 2013 | Jul. 10, 2014 | |
Subsequent events | Senior PIK Toggle Notes due 2017 | Revolving credit facility | Senior subordinated unsecured notes due 2019 | CD&R | Initial public offering | Initial public offering | Underwriters overallotment option | Underwriters overallotment option | Underwriters overallotment option | Underwriters overallotment option | ||||
Subsequent events | ||||||||||||||
Equity Structure and Public Offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued | 31,625,000 | ' | ' | 27,500,000 | ' | ' | ' | ' | 48,300,000 | 42,000,000 | 4,125,000 | ' | 6,300,000 | 4,125,000 |
Issue price (in dollars per share) | $30.50 | ' | ' | $34 | ' | ' | ' | ' | $23 | ' | ' | ' | $23 | ' |
Aggregate offering price | ' | ' | $1,117,000 | ' | ' | ' | ' | ' | ' | ' | ' | $1,110,900,000 | ' | ' |
Net proceeds, initial public offering | ' | 1,025,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' |
Amount used to redeem or repay the debt outstanding | ' | ' | ' | ' | $479,600,000 | $16,500,000 | $332,500,000 | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Net revenue, Customer concentration risk) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Medicare and Medicaid | ' | ' |
Concentration of credit risk | ' | ' |
Percentage of concentration risk | 33.00% | 34.00% |
Insurance providers and contracted payors | ' | ' |
Concentration of credit risk | ' | ' |
Percentage of concentration risk | 64.00% | 62.00% |
Patients | ' | ' |
Concentration of credit risk | ' | ' |
Percentage of concentration risk | 3.00% | 4.00% |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (Senior subordinated unsecured notes purchased by EVHC subsidiary, USD $) | Jun. 30, 2014 |
In Millions, unless otherwise specified | |
Senior subordinated unsecured notes purchased by EVHC subsidiary | ' |
Financial Instruments | ' |
Estimated fair value of the senior subordinate notes | $750 |
Carrying value of the senior subordinate notes | $750 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Total | Total | Total | Total | Total | Total | Total | Total | |||
Available-for-sale securities (insurance collateral) | Available-for-sale securities (insurance collateral) | Available-for-sale securities (insurance collateral) | Fuel hedge | Fuel hedge | Interest rate swap | Interest rate swap | Contingent consideration | Contingent consideration | Available-for-sale securities (insurance collateral) | Available-for-sale securities (insurance collateral) | Fuel hedge | Fuel hedge | Contingent consideration | Contingent consideration | Interest rate swap | Interest rate swap | |||
Fair value measurement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | $6,130,000 | $12,710,000 | $517,000 | $368,000 | $672,000 | ' | ' | ' | ' | $6,130,000 | $13,227,000 | $368,000 | $672,000 | ' | ' | ' | ' |
Liabilities | ' | ' | ' | ' | ' | ' | ' | 2,327,000 | 3,135,000 | 1,734,000 | 7,734,000 | ' | ' | ' | ' | 1,734,000 | 7,734,000 | 2,327,000 | 3,135,000 |
Decrease in a level 3 liability of the contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers in assets from Level 1 to level 2 fair value measurements | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers in assets from Level 2 to level 1 fair value measurements | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers in liabilities from Level 1 to level 2 fair value measurements | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers in liabilities from Level 2 to level 1 fair value measurements | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractual discounts: | $1,770,841,000 | $1,545,319,000 | $3,446,659,000 | $3,019,855,000 |
Subsidies and fees | 182,861,000 | 144,486,000 | 365,537,000 | 275,198,000 |
Revenue, net of contractual discounts | 1,953,702,000 | 1,689,805,000 | 3,812,196,000 | 3,295,053,000 |
Provision for uncompensated care | -878,375,000 | -790,550,000 | -1,722,658,000 | -1,507,474,000 |
Net revenue | 1,075,327,000 | 899,255,000 | 2,089,538,000 | 1,787,579,000 |
Revenue Recognition | ' | ' | ' | ' |
(Increase) decrease in contractual discount or uncompensated care provisions | 2,700,000 | 1,300,000 | 3,800,000 | -800,000 |
Medicare | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractual discounts: | 300,428,000 | 266,762,000 | 550,740,000 | 500,636,000 |
Medicaid | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractual discounts: | 110,625,000 | 93,649,000 | 166,441,000 | 144,863,000 |
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractual discounts: | 607,567,000 | 497,136,000 | 1,252,750,000 | 1,057,327,000 |
Self-pay | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' |
Fee-for-service revenue, net of contractual discounts: | $752,221,000 | $687,772,000 | $1,476,728,000 | $1,317,029,000 |
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 | ' |
Basic_and_Diluted_Net_Income_L2
Basic and Diluted Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Basic and diluted net income (loss) per share | ' | ' | ' | ' | ' |
Net income (loss) | ($1,992) | $9,597 | $22,833 | $5,750 | ' |
Weighted-average common shares outstanding - common stock: | ' | ' | ' | ' | ' |
Basic (in shares) | 181,140,242 | 131,672,134 | 180,962,123 | 131,187,567 | ' |
Dilutive impact of stock awards outstanding (in shares) | ' | 5,599,223 | 8,498,322 | 4,802,799 | ' |
Diluted (in shares) | 181,140,242 | 137,271,357 | 189,460,445 | 135,990,366 | ' |
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | ' | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.01) | $0.07 | $0.13 | $0.04 | ' |
Diluted (in dollars per share) | ($0.01) | $0.07 | $0.12 | $0.04 | ' |
Stock awards of common stock outstanding excluded from the computations of diluted loss per share and weighted-average common shares outstanding | 8,362,994 | ' | 0 | ' | 0 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 17, 2014 | Mar. 07, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 21-May-14 | |
Phoenix Physicians | Life Line Ambulance Service, Inc. and MedStat EMS, Inc. | CMORx, LLC and Loya Medical Services, PLLC | CMORx, LLC and Loya Medical Services, PLLC | Other 2014 Acquisition | ||||||
item | ||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of related corporations which leverage the provision of non-emergency medical transportation services | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Total consideration of acquisitions paid in cash | ' | ' | ' | ' | ' | $169,500,000 | ' | $34,200,000 | ' | $38,000,000 |
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | 7,052,000 | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | 16,748,000 | ' | ' | ' | ' |
Prepaid and other current assets | ' | ' | ' | ' | ' | 359,000 | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | 92,000 | ' | ' | ' | ' |
Acquired intangible assets | ' | ' | ' | ' | ' | 56,000,000 | 15,000,000 | 14,900,000 | 5,400,000 | ' |
Goodwill | 2,544,477,000 | ' | 2,544,477,000 | ' | 2,435,670,000 | 96,811,000 | 17,400,000 | 20,800,000 | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | -1,073,000 | ' | ' | ' | ' |
Accrued liabilities | ' | ' | ' | ' | ' | -6,539,000 | ' | ' | ' | ' |
Total purchase price | ' | ' | ' | ' | ' | 169,450,000 | ' | ' | ' | ' |
Unaudited pro forma operating results | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | 35,572,000 | 28,224,000 | 64,270,000 | 55,929,000 | ' | ' | ' | ' | ' | ' |
Net income | 1,113,000 | 306,000 | 2,110,000 | 981,000 | ' | ' | ' | ' | ' | ' |
Net revenue | 3,500,000 | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' |
Net income | 300,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Tax deductible goodwill | ' | ' | ' | ' | ' | ' | 11,400,000 | ' | ' | ' |
Net current assets | ' | ' | ' | ' | ' | ' | 5,600,000 | ' | ' | ' |
Net current liabilities | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' |
Insurance_Collateral_Details
Insurance Collateral (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Insurance collateral | ' | ' |
Available-for-sale securities | $6,130,000 | $13,227,000 |
Insurance receivable | 1,796,000 | 1,300,000 |
Cash deposits and other | 10,593,000 | 27,808,000 |
Total insurance collateral | 18,519,000 | 42,335,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ' | ' |
Cost Basis | 6,069,000 | 12,847,000 |
Gross Unrealized Gains | 78,000 | 563,000 |
Gross Unrealized Losses | -17,000 | -183,000 |
Fair Value | 6,130,000 | 13,227,000 |
U.S. Treasuries | ' | ' |
Insurance collateral | ' | ' |
Available-for-sale securities | 1,199,000 | 2,100,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ' | ' |
Cost Basis | 1,182,000 | 2,064,000 |
Gross Unrealized Gains | 19,000 | 37,000 |
Gross Unrealized Losses | -2,000 | -1,000 |
Fair Value | 1,199,000 | 2,100,000 |
Corporate bonds / Fixed income | ' | ' |
Insurance collateral | ' | ' |
Available-for-sale securities | 2,702,000 | 6,372,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ' | ' |
Cost Basis | 2,693,000 | 6,384,000 |
Gross Unrealized Gains | 10,000 | 26,000 |
Gross Unrealized Losses | -1,000 | -38,000 |
Fair Value | 2,702,000 | 6,372,000 |
Contractual maturities of available-for-sale securities | ' | ' |
Within one year | 600,000 | ' |
Longer than one year through five years | 2,800,000 | ' |
Longer than five years through ten years | 500,000 | ' |
Corporate equity | ' | ' |
Insurance collateral | ' | ' |
Available-for-sale securities | 2,229,000 | 4,755,000 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ' | ' |
Cost Basis | 2,194,000 | 4,399,000 |
Gross Unrealized Gains | 49,000 | 500,000 |
Gross Unrealized Losses | -14,000 | -144,000 |
Fair Value | $2,229,000 | $4,755,000 |
Insurance_Collateral_Details_2
Insurance Collateral (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Insurance collateral | ' | ' | ' | ' | ' |
Securities available-for-sale, Fair Value, Total | $1,909,000 | ' | $1,909,000 | ' | $7,631,000 |
Securities available-for-sale, Unrealized Loss, Total | -17,000 | ' | -17,000 | ' | -183,000 |
Realized net gains on the sale and maturities of available-for-sale securities | 500,000 | 100,000 | 1,100,000 | 100,000 | ' |
U.S. Treasuries | ' | ' | ' | ' | ' |
Insurance collateral | ' | ' | ' | ' | ' |
Securities available-for-sale, Less than 12 months, Fair Value | 132,000 | ' | 132,000 | ' | 132,000 |
Securities available-for-sale, Less than 12 months, Unrealized Loss | -2,000 | ' | -2,000 | ' | -1,000 |
Corporate bonds / Fixed income | ' | ' | ' | ' | ' |
Insurance collateral | ' | ' | ' | ' | ' |
Securities available-for-sale, Less than 12 months, Fair Value | 552,000 | ' | 552,000 | ' | 2,768,000 |
Securities available-for-sale, 12 months or more, Fair Value | ' | ' | ' | ' | 2,178,000 |
Securities available-for-sale, Less than 12 months, Unrealized Loss | -1,000 | ' | -1,000 | ' | -18,000 |
Securities available-for-sale, 12 months or more, Unrealized Loss | ' | ' | ' | ' | -20,000 |
Corporate equity | ' | ' | ' | ' | ' |
Insurance collateral | ' | ' | ' | ' | ' |
Securities available-for-sale, Less than 12 months, Fair Value | 1,225,000 | ' | 1,225,000 | ' | ' |
Securities available-for-sale, 12 months or more, Fair Value | ' | ' | ' | ' | 2,553,000 |
Securities available-for-sale, Less than 12 months, Unrealized Loss | -14,000 | ' | -14,000 | ' | ' |
Securities available-for-sale, 12 months or more, Unrealized Loss | ' | ' | ' | ' | ($144,000) |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Accrued liabilities | ' | ' | ' |
Accrued wages and benefits | $183,092 | $161,398 | ' |
Accrued paid time-off | 29,732 | 25,713 | ' |
Current portion of self-insurance reserve | 71,720 | 73,738 | ' |
Accrued restructuring | 6,560 | 5,682 | 12,318 |
Current portion of compliance and legal | 4,262 | 2,000 | ' |
Accrued billing and collection fees | 2,571 | 2,954 | ' |
Accrued incentive compensation | 25,067 | 19,570 | ' |
Accrued interest | 2,755 | 6,898 | ' |
Other | 52,094 | 52,983 | ' |
Total accrued liabilities | $377,853 | $350,936 | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Dec. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 18, 2014 | Dec. 30, 2013 | 25-May-11 | Jun. 18, 2014 | Dec. 30, 2013 | Jun. 30, 2012 | 25-May-11 | Feb. 07, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | 25-May-11 | Feb. 06, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 06, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 06, 2013 | Feb. 07, 2013 | Feb. 06, 2013 | Jun. 30, 2014 | Feb. 27, 2013 | 25-May-11 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 26, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 26, 2013 | Feb. 27, 2013 | Feb. 27, 2013 | Feb. 26, 2013 | Feb. 26, 2013 | Feb. 26, 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. 06, 2013 | Feb. 26, 2013 | |
Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior Unsecured Notes due 2022 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes due 2019 | Senior unsecured notes purchased by captive insurance subsidiary | Senior unsecured notes purchased by captive insurance subsidiary | Senior unsecured notes purchased by captive insurance subsidiary | Credit Facilities | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | 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 | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ||||||
Corporation | Corporation | Period prior to July 1, 2017 | Period on and after July 1, 2017 and prior to July 1, 2018 | Period on or after July 1, 2018 and prior to July 1, 2019 | Period on or after July 1, 2019 and prior to July 1, 2020 | Period on or after July 1, 2020 | Captive insurance subsidiary | Captive insurance subsidiary | Corporation | Corporation | Corporation | Option one | Option one | Option one | Option one | Option two | Option two | Option two | Option two | Option two | Option two | Corporation | Minimum | Maximum | Option one | Option one | Option one | 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 | Option two | Option two | Option two | Option two | ||||||||||||||||||||
Corporation | Overnight federal funds rate | Adjusted LIBOR rate | Corporation | Overnight federal funds rate | Overnight federal funds rate | Adjusted LIBOR rate | 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 | Adjusted LIBOR rate | Minimum | Maximum | 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 | LIBOR rate | LIBOR rate | |||||||||||||||||||||||||||||||||||||
Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Corporation | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Corporation | Corporation | Corporation | Corporation | Minimum | Minimum | Maximum | Maximum | |||||||||||||||||||||||||||||||||||||||||||||||
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 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 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 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 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 less than or equal to 33% of availability | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issued | ' | ' | ' | ' | ' | ' | ' | $750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $950,000,000 | ' | ' | ' | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt held | 2,044,653,000 | ' | 2,044,653,000 | ' | 1,907,699,000 | 750,000,000 | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,800,000 | 5,200,000 | ' | 0 | 0 | 15,000,000 | ' | ' | 1,296,261,000 | 1,302,945,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of debt redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 332,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 103.84% | 102.56% | 101.28% | 100.00% | 106.09% | 108.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of aggregate principal amount of debt instrument that may be redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of debt instrument as a percentage of principal amount with proceeds of certain equity offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price of debt instrument as a percentage of principal amount in the event of a change of control | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price of debt instrument as a percentage of principal amount in the event of sale of assets | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of debt and capital lease obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early debt extinguishment | -66,397,000 | ' | -66,397,000 | -122,000 | ' | 9,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | 617,500,000 | ' | 66,400,000 | 38,700,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 5.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000,000 | ' | ' | ' | 1,440,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 1.00% | ' | ' | 2.50% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | 3.00% | 0.50% | ' | 2.75% | 2.00% | 0.50% | 0.50% | 1.00% | 1.00% | ' | ' | ' | ' | ' | 0.50% | ' | 2.00% | 1.75% | 1.50% | 2.25% | ' | ' | 2.75% | ' | ' | 1.25% | 1.75% | 0.50% | 1.00% | 1.00% | 0.75% | 0.50% | ' | ' | ' | ' | ' | 1.00% |
Variable interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | 'one-month LIBOR rate | 'one-month Term Loan LIBOR rate | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'one-month LIBOR rate | ' | ' | ' | ' | ' | ' | ' | 'one-month ABL LIBOR | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily excess availability as a percentage of availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | 66.00% | ' | 33.00% | 66.00% | ' | ' | ' | ' | ' | ' | ' | 33.00% | 66.00% | 33.00% | 66.00% | ' | ' |
Commitment fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding debt | 129,900,000 | ' | 129,900,000 | ' | 129,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 320,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of average excess availability exceeding agreed upon thresholds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance expense related to amendments | ' | $5,000,000 | $1,374,000 | $5,011,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 30, 2013 | Sep. 30, 2013 | Oct. 01, 2012 | |
PIK Notes | PIK Notes | PIK Notes | ||||
Debt | ' | ' | ' | ' | ' | ' |
Face amount of debt | ' | ' | ' | ' | ' | $450,000,000 |
Redemption price of debt instrument as a percentage of principal amount | ' | ' | ' | 102.75% | ' | ' |
Repayments of debt and capital lease obligations | ' | ' | ' | 17,200,000 | ' | ' |
Loss on early debt extinguishment | ($66,397,000) | ($66,397,000) | ($122,000) | ' | $29,500,000 | ' |
LongTerm_Debt_Details_3
Long-Term Debt (Details 3) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Long-Term Debt | ' | ' |
Total debt | $2,044,653 | $1,907,699 |
Less current portion | -12,306 | -12,318 |
Total long-term debt and capital lease obligations | 2,032,347 | 1,895,381 |
Senior subordinated unsecured notes due 2019 | ' | ' |
Long-Term Debt | ' | ' |
Total debt | ' | 607,750 |
Senior Unsecured Notes due 2022 | ' | ' |
Long-Term Debt | ' | ' |
Total debt | 750,000 | ' |
Senior Unsecured Notes due 2022 | Corporation | ' | ' |
Long-Term Debt | ' | ' |
Interest rate (as a percent) | 5.13% | ' |
Senior secured term loan due 2018 | ' | ' |
Long-Term Debt | ' | ' |
Discount on debt | -3,687 | -4,217 |
Total debt | 1,296,261 | 1,302,945 |
Interest rate (as a percent) | 4.00% | 4.00% |
Notes due at various dates from 2014 to 2022 | ' | ' |
Long-Term Debt | ' | ' |
Total debt | 811 | 852 |
Interest rate, minimum (as a percent) | 6.00% | 6.00% |
Interest rate, maximum (as a percent) | 10.00% | 10.00% |
Capital lease obligations due at various dates from 2014 to 2018 | ' | ' |
Long-Term Debt | ' | ' |
Total debt | $1,268 | $369 |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
gal | agreement | ||||
gal | |||||
Fuel hedge | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Number of master agreements | ' | ' | 1 | ' | ' |
Total gallons of diesel fuel | 1,300,000 | ' | 1,300,000 | ' | ' |
Gallons of diesel fuel as a percentage of total estimated annual usage | 16.80% | ' | 16.80% | ' | ' |
Fair value of derivative asset | $0.40 | ' | $0.40 | ' | $0.70 |
Net receipts from the counterparty | 0.1 | 0.1 | 0.3 | 0.3 | ' |
Period over which deferred gain (loss) is expected to be reclassified from accumulated comprehensive income | ' | ' | '12 months | ' | ' |
Amount of deferred gain (loss) expected to be reclassified from accumulated comprehensive income | ' | ' | 0.4 | ' | ' |
Fuel hedge | Minimum | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Diesel fuel price (in dollars per gallon) | ' | ' | 3.63 | ' | ' |
Fuel hedge | Maximum | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
Diesel fuel price (in dollars per gallon) | ' | ' | 3.78 | ' | ' |
Interest rate swap agreements | ' | ' | ' | ' | ' |
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' |
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 | 2.3 | ' | 2.3 | ' | 3.1 |
Net payments to the counterparty | 0.5 | 0.5 | 1 | 1 | ' |
Period over which deferred gain (loss) is expected to be reclassified from accumulated comprehensive income | ' | ' | '12 months | ' | ' |
Amount of deferred gain (loss) expected to be reclassified from accumulated comprehensive income | ' | ' | ($2.10) | ' | ' |
Changes_in_Accumulated_Other_C2
Changes in Accumulated Other Comprehensive Income by Component (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Changes in the company's AOCI by component, after tax | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ($839) | ($213) | ($213) |
Other comprehensive income before reclassifications | ' | ' | -140 | ' | -1,330 |
Amounts reclassified from accumulated other comprehensive income | ' | ' | -248 | ' | 704 |
Total other comprehensive income (loss), net of tax | -102 | 7 | -388 | -727 | -626 |
Balance at the end of the period | -1,227 | ' | -1,227 | ' | -839 |
Unrealized holding gains on available-for-sale securities | ' | ' | ' | ' | ' |
Changes in the company's AOCI by component, after tax | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 699 | 1,591 | 1,591 |
Other comprehensive income before reclassifications | ' | ' | -8 | ' | -598 |
Amounts reclassified from accumulated other comprehensive income | ' | ' | -694 | ' | -294 |
Total other comprehensive income (loss), net of tax | ' | ' | -702 | ' | -892 |
Balance at the end of the period | -3 | ' | -3 | ' | 699 |
Fuel hedge | Gains and losses on cash flow hedges | ' | ' | ' | ' | ' |
Changes in the company's AOCI by component, after tax | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 420 | 1,057 | 1,057 |
Other comprehensive income before reclassifications | ' | ' | -18 | ' | -396 |
Amounts reclassified from accumulated other comprehensive income | ' | ' | -172 | ' | -241 |
Total other comprehensive income (loss), net of tax | ' | ' | -190 | ' | -637 |
Balance at the end of the period | 230 | ' | 230 | ' | 420 |
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 | ' | ' | -1,958 | -2,861 | -2,861 |
Other comprehensive income before reclassifications | ' | ' | -114 | ' | -336 |
Amounts reclassified from accumulated other comprehensive income | ' | ' | 618 | ' | 1,239 |
Total other comprehensive income (loss), net of tax | ' | ' | 504 | ' | 903 |
Balance at the end of the period | ($1,454) | ' | ($1,454) | ' | ($1,958) |
Changes_in_Accumulated_Other_C3
Changes in Accumulated Other Comprehensive Income by Component (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Operating expenses | $120,715 | $102,308 | $235,350 | $202,758 |
Interest expense, net | 29,002 | 50,002 | 59,051 | 101,754 |
Realized (loss) gain on investments | 508 | 105 | 1,114 | 118 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -3,470 | 15,823 | 34,683 | 14,469 |
Tax benefit (expense) | 1,412 | -6,313 | -15,263 | -8,881 |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -1,992 | 9,597 | 22,833 | 5,750 |
Gains and losses on cash flow hedges | Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -402 | -470 | -717 | -766 |
Tax benefit (expense) | 152 | 177 | 271 | 288 |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -250 | -293 | -446 | -478 |
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 | 95 | 26 | 276 | 221 |
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, net | -497 | -496 | -993 | -987 |
Unrealized holding gains on available-for-sale securities | Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Amounts Reclassified from Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Realized (loss) gain on investments | 508 | 105 | 1,114 | 118 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 508 | 105 | 1,114 | 118 |
Tax benefit (expense) | -192 | -39 | -420 | -44 |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $316 | $66 | $694 | $74 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Charges | ' | ' | ' | ' | ' | ' |
Incurred | $3,731 | $3,032 | $4,540 | $3,669 | $5,699 | ' |
Paid | ' | ' | -3,662 | ' | -12,335 | ' |
Accrued restructuring liability | 6,560 | ' | 6,560 | ' | 5,682 | 12,318 |
Lease & Other Contract Termination Costs | AMR | ' | ' | ' | ' | ' | ' |
Restructuring Charges | ' | ' | ' | ' | ' | ' |
Incurred | ' | ' | 2,899 | ' | 1,876 | ' |
Paid | ' | ' | -878 | ' | -6,989 | ' |
Accrued restructuring liability | 5,030 | ' | 5,030 | ' | 3,009 | 8,122 |
Severance | ' | ' | ' | ' | ' | ' |
Restructuring Charges | ' | ' | ' | ' | ' | ' |
Incurred | ' | ' | 401 | ' | 20 | ' |
Paid | ' | ' | -445 | ' | -377 | ' |
Accrued restructuring liability | 7 | ' | 7 | ' | 51 | 408 |
Severance | AMR | ' | ' | ' | ' | ' | ' |
Restructuring Charges | ' | ' | ' | ' | ' | ' |
Incurred | ' | ' | 512 | ' | 2,890 | ' |
Paid | ' | ' | -1,620 | ' | -3,765 | ' |
Accrued restructuring liability | 1,032 | ' | 1,032 | ' | 2,140 | 3,015 |
Severance | EmCare | ' | ' | ' | ' | ' | ' |
Restructuring Charges | ' | ' | ' | ' | ' | ' |
Incurred | ' | ' | 728 | ' | 913 | ' |
Paid | ' | ' | -719 | ' | -1,204 | ' |
Accrued restructuring liability | $491 | ' | $491 | ' | $482 | $773 |
Equity_Based_Compensation_Deta
Equity Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Aug. 19, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | Omnibus Incentive Plan | |||||
item | Minimum | Maximum | Performance based awards | Performance based awards | Non-performance based awards | Stock options | ||||||
Minimum | Maximum | |||||||||||
Equity based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of Common Stock available for grant | ' | ' | ' | ' | 16,539,986 | 16,708,289 | ' | ' | ' | ' | ' | ' |
Number of shares granted | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | 0 | 1,500,000 | ' | ' |
Number of participants, to whom awards granted in calendar year | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Fair market value of awards granted | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' |
Vesting period of awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Term of awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Compensation charges | $1,488,000 | $1,062,000 | $2,550,000 | $2,124,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 23 Months Ended | 1 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 15, 2013 | Mar. 31, 2013 | Mar. 10, 2010 | 31-May-11 | 20-May-11 | Jun. 30, 2014 |
Merion Capital, L.P | Merion Capital, L.P | AMR | Subpoena from the DOJ | Subpoena from the DOJ | Subpoena from the OIG | ||||||
Predecessor | AMR | AMR | EmCare | ||||||||
item | Predecessor | item | |||||||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental expense | $11.40 | $11.20 | $22.70 | $22.30 | ' | ' | ' | ' | ' | ' | ' |
Term of CIA | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Settlement amount to resolve the claims | ' | ' | ' | ' | ' | 52.1 | ' | ' | ' | 2.7 | ' |
Outstanding letters of credit | 129.9 | ' | 129.9 | ' | 129.9 | ' | ' | ' | ' | ' | ' |
Number of lawsuits purporting to be class actions filed | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' |
Legal settlement costs | ' | ' | ' | ' | ' | ' | 8.4 | ' | ' | ' | ' |
Accrued interest included in reserve for unpaid merger consideration | ' | ' | ' | ' | ' | ' | $1.90 | ' | ' | ' | ' |
Number of lawsuits, in which the Company is defendant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||
Jun. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Nov. 25, 2008 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
CD&R | CD&R | CD&R | CD&R | The Hertz Corporation | The Hertz Corporation | Maximum | Maximum | Maximum | Maximum | Condition one | Condition two | Condition two | Condition three | Condition three | Condition four | Condition four | Condition five | Condition five | Additional condition | |||
The Hertz Corporation | The Hertz Corporation | The Hertz Corporation | The Hertz Corporation | Minimum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | |||||||||
CD&R | CD&R | CD&R | CD&R | CD&R | CD&R | CD&R | CD&R | CD&R | CD&R | |||||||||||||
Related party transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of common stock owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 40.00% | 50.00% | 30.00% | 40.00% | 40.00% | 50.00% | 5.00% | 20.00% | 30.00% |
Percentage of total number of directors comprising the board of directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | 30.00% | ' | 20.00% | ' | 5.00% | ' | ' |
Annual fee | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual management fee | 1,250,000 | 2,500,000 | ' | 1,300,000 | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment made in connection with the termination of a consulting agreement | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum agreed amount per year to be spend for rental of cars | ' | ' | ' | ' | ' | ' | 460,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount spent under contract | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of the corporate account agreement | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | UHS-EmCare JV | UHS-EmCare JV | HCA-EmCare JV | HCA-EmCare JV | HCA-EmCare JV | ||
EmCare | EmCare | ||||||
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' |
Voting control (as a percent) | ' | ' | ' | 50.00% | ' | ' | 50.00% |
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | ' | ' | ' | ' | ' | ' | ' |
Current assets | $1,126,691 | $1,082,283 | $14,798 | ' | $107,353 | $88,479 | ' |
Current liabilities | $474,679 | $451,329 | $7,373 | ' | $30,650 | $22,005 | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
item | ||||
Segment Information | ' | ' | ' | ' |
Number of separately managed business units | ' | ' | 2 | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | $1,075,327 | $899,255 | $2,089,538 | $1,787,579 |
Income from operations | 93,139 | 65,703 | 161,457 | 128,565 |
Adjusted EBITDA | 134,162 | 105,935 | 244,169 | 206,867 |
Segment | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 1,075,327 | 899,255 | 2,089,538 | 1,787,579 |
Income from operations | 93,139 | 65,724 | 161,457 | 128,653 |
Adjusted EBITDA | 134,162 | 105,956 | 244,169 | 206,955 |
Segment | Facility Based Physician Services | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 690,015 | 569,117 | 1,334,581 | 1,124,053 |
Income from operations | 68,844 | 53,204 | 120,079 | 101,096 |
Adjusted EBITDA | 87,079 | 70,575 | 158,453 | 136,735 |
Segment | Healthcare Transportation Services | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' |
Net revenue | 385,312 | 330,138 | 754,957 | 663,526 |
Income from operations | 24,295 | 12,520 | 41,378 | 27,557 |
Adjusted EBITDA | $47,083 | $35,381 | $85,716 | $70,220 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Reconciliation of net income (loss) to Adjusted EBITDA | ' | ' | ' | ' | ' |
Net income (loss) | ($1,992) | $9,597 | $19,533 | $5,750 | ' |
Add-back of non-operating expense (income): | ' | ' | ' | ' | ' |
Interest expense, net | 29,002 | 50,002 | 59,051 | 101,754 | ' |
Tax benefit (expense) | -1,412 | 6,313 | 15,263 | 8,881 | ' |
Loss on early debt extinguishment | 66,397 | ' | 66,397 | 122 | ' |
Realized (losses) gains on investments | -508 | -105 | -1,114 | -118 | ' |
Interest income from restricted assets | -246 | -266 | -332 | -632 | ' |
Equity in earnings of unconsolidated subsidiary | -66 | -87 | -113 | -162 | ' |
Other expense (income), net | 1,964 | 249 | 2,772 | 12,970 | ' |
Income from operations | 93,139 | 65,703 | 161,457 | 128,565 | ' |
Add-back of operating expense (income): | ' | ' | ' | ' | ' |
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ' |
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | 5,699 |
Net loss (income) attributable to noncontrolling interest | ' | ' | -3,300 | ' | ' |
Interest income from restricted assets | 246 | 266 | 332 | 632 | ' |
Equity-based compensation expense | 1,488 | 1,062 | 2,550 | 2,124 | ' |
Related party management fees | ' | 1,250 | ' | 2,500 | ' |
Adjusted EBITDA | 134,162 | 105,935 | 244,169 | 206,867 | ' |
Operating Segments [Member] | ' | ' | ' | ' | ' |
Reconciliation of net income (loss) to Adjusted EBITDA | ' | ' | ' | ' | ' |
Net income (loss) | -1,992 | 9,597 | 19,533 | 5,750 | ' |
Add-back of non-operating expense (income): | ' | ' | ' | ' | ' |
Interest expense, net | 29,002 | 50,002 | 59,051 | 101,754 | ' |
Tax benefit (expense) | -1,412 | 6,313 | 15,263 | 8,881 | ' |
Loss on early debt extinguishment | 66,397 | ' | 66,397 | 122 | ' |
Realized (losses) gains on investments | -508 | -105 | -1,114 | -118 | ' |
Interest income from restricted assets | -246 | -266 | -332 | -632 | ' |
Equity in earnings of unconsolidated subsidiary | -66 | -87 | -113 | -162 | ' |
Other expense (income), net | -1,964 | -249 | 2,772 | 12,970 | ' |
Income from operations | 93,139 | 65,724 | 161,457 | 128,653 | ' |
Add-back of operating expense (income): | ' | ' | ' | ' | ' |
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ' |
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | ' |
Net loss (income) attributable to noncontrolling interest | ' | ' | 3,300 | ' | ' |
Interest income from restricted assets | 246 | 266 | 332 | 632 | ' |
Equity-based compensation expense | 1,488 | 1,062 | 2,550 | 2,124 | ' |
Related party management fees | ' | 1,250 | ' | 2,500 | ' |
Adjusted EBITDA | 134,162 | 105,956 | 244,169 | 206,955 | ' |
Corporate, Non-Segment [Member] | ' | ' | ' | ' | ' |
Add-back of operating expense (income): | ' | ' | ' | ' | ' |
Corporate operating expense | ' | ($21) | ' | ($88) | ' |
Consolidating_Financial_Inform2
Consolidating Financial Information (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $162,603 | $204,712 | $37,032 | $57,832 |
Insurance collateral | 18,519 | 29,619 | ' | ' |
Trade and other accounts receivable, net | 879,337 | 801,146 | ' | ' |
Parts and supplies inventory | 23,832 | 23,376 | ' | ' |
Prepaids and other current assets | 42,400 | 23,430 | ' | ' |
Total current assets | 1,126,691 | 1,082,283 | ' | ' |
Property, plant, and equipment, net | 197,303 | 194,715 | ' | ' |
Intangible assets, net | 551,706 | 513,698 | ' | ' |
Insurance collateral | ' | 12,716 | ' | ' |
Goodwill | 2,544,477 | 2,435,670 | ' | ' |
Other long-term assets | 39,200 | 60,935 | ' | ' |
Total assets | 4,459,377 | 4,300,017 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 48,905 | 52,588 | ' | ' |
Accrued liabilities | 377,853 | 350,936 | ' | ' |
Current deferred tax liabilities | 35,615 | 35,487 | ' | ' |
Current portion of long-term debt and capital lease obligations | 12,306 | 12,318 | ' | ' |
Total current liabilities | 474,679 | 451,329 | ' | ' |
Long-term debt and capital lease obligations | 2,032,347 | 1,895,381 | ' | ' |
Long-term deferred tax liabilities | 151,225 | 151,130 | ' | ' |
Insurance reserves | 152,454 | 175,427 | ' | ' |
Other long-term liabilities | 16,532 | 16,997 | ' | ' |
Total liabilities | 2,827,237 | 2,690,264 | ' | ' |
Equity: | ' | ' | ' | ' |
Common stock | 1,812 | 1,804 | ' | ' |
Treasury stock | -1,347 | -1,347 | ' | ' |
Additional paid-in capital | 1,579,748 | 1,576,764 | ' | ' |
Retained earnings | 41,174 | 18,341 | ' | ' |
Accumulated other comprehensive loss | -1,227 | -839 | ' | -213 |
Total Envision Healthcare Holdings, Inc. equity | 1,620,160 | 1,594,723 | ' | ' |
Noncontrolling interest | 11,980 | 15,030 | ' | ' |
Total equity | 1,632,140 | 1,609,753 | ' | ' |
Total liabilities and equity | 4,459,377 | 4,300,017 | ' | ' |
Consolidating Adjustments | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Prepaids and other current assets | -23,962 | -27,355 | ' | ' |
Total current assets | -23,962 | -27,355 | ' | ' |
Long-term deferred tax assets | -128 | -128 | ' | ' |
Investment in wholly owned subsidiary | -1,594,568 | -1,486,129 | ' | ' |
Total assets | -1,618,658 | -1,513,612 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accrued liabilities | -3,650 | -7,043 | ' | ' |
Current deferred tax liabilities | -20,312 | -20,312 | ' | ' |
Total current liabilities | -23,962 | -27,355 | ' | ' |
Long-term deferred tax liabilities | -128 | -128 | ' | ' |
Total liabilities | -24,090 | -27,483 | ' | ' |
Equity: | ' | ' | ' | ' |
Treasury stock | 1,347 | 1,347 | ' | ' |
Additional paid-in capital | -1,488,298 | -1,404,208 | ' | ' |
Retained earnings | -108,844 | -84,107 | ' | ' |
Accumulated other comprehensive loss | 1,227 | 839 | ' | ' |
Total Envision Healthcare Holdings, Inc. equity | -1,594,568 | -1,486,129 | ' | ' |
Total equity | -1,594,568 | -1,486,129 | ' | ' |
Total liabilities and equity | -1,618,658 | -1,513,612 | ' | ' |
EVHC (excluding Corporation) | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 5 | 81,722 | 280 | 281 |
EVHC (excluding Corporation) | Reportable legal entity | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 5 | 81,722 | ' | ' |
Prepaids and other current assets | 26,575 | 26,860 | ' | ' |
Total current assets | 26,580 | 108,582 | ' | ' |
Long-term deferred tax assets | 128 | 128 | ' | ' |
Investment in wholly owned subsidiary | 1,594,568 | 1,486,129 | ' | ' |
Total assets | 1,621,276 | 1,594,839 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 1,116 | 116 | ' | ' |
Total current liabilities | 1,116 | 116 | ' | ' |
Total liabilities | 1,116 | 116 | ' | ' |
Equity: | ' | ' | ' | ' |
Common stock | 1,812 | 1,804 | ' | ' |
Treasury stock | -1,347 | -1,347 | ' | ' |
Additional paid-in capital | 1,579,748 | 1,576,764 | ' | ' |
Retained earnings | 41,174 | 18,341 | ' | ' |
Accumulated other comprehensive loss | -1,227 | -839 | ' | ' |
Total Envision Healthcare Holdings, Inc. equity | 1,620,160 | 1,594,723 | ' | ' |
Total equity | 1,620,160 | 1,594,723 | ' | ' |
Total liabilities and equity | 1,621,276 | 1,594,839 | ' | ' |
Corporation and Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 162,598 | 122,990 | 36,752 | 57,551 |
Corporation and Subsidiaries | Reportable legal entity | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 162,598 | 122,990 | ' | ' |
Insurance collateral | 18,519 | 29,619 | ' | ' |
Trade and other accounts receivable, net | 879,337 | 801,146 | ' | ' |
Parts and supplies inventory | 23,832 | 23,376 | ' | ' |
Prepaids and other current assets | 39,787 | 23,925 | ' | ' |
Total current assets | 1,124,073 | 1,001,056 | ' | ' |
Property, plant, and equipment, net | 197,303 | 194,715 | ' | ' |
Intangible assets, net | 551,706 | 513,698 | ' | ' |
Insurance collateral | ' | 12,716 | ' | ' |
Goodwill | 2,544,477 | 2,435,670 | ' | ' |
Other long-term assets | 39,200 | 60,935 | ' | ' |
Total assets | 4,456,759 | 4,218,790 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 47,789 | 52,472 | ' | ' |
Accrued liabilities | 381,503 | 357,979 | ' | ' |
Current deferred tax liabilities | 55,927 | 55,799 | ' | ' |
Current portion of long-term debt and capital lease obligations | 12,306 | 12,318 | ' | ' |
Total current liabilities | 497,525 | 478,568 | ' | ' |
Long-term debt and capital lease obligations | 2,032,347 | 1,895,381 | ' | ' |
Long-term deferred tax liabilities | 151,353 | 151,258 | ' | ' |
Insurance reserves | 152,454 | 175,427 | ' | ' |
Other long-term liabilities | 16,532 | 16,997 | ' | ' |
Total liabilities | 2,850,211 | 2,717,631 | ' | ' |
Equity: | ' | ' | ' | ' |
Treasury stock | -1,347 | -1,347 | ' | ' |
Additional paid-in capital | 1,488,298 | 1,404,208 | ' | ' |
Retained earnings | 108,844 | 84,107 | ' | ' |
Accumulated other comprehensive loss | -1,227 | -839 | ' | ' |
Total Envision Healthcare Holdings, Inc. equity | 1,594,568 | 1,486,129 | ' | ' |
Noncontrolling interest | 11,980 | 15,030 | ' | ' |
Total equity | 1,606,548 | 1,501,159 | ' | ' |
Total liabilities and equity | $4,456,759 | $4,218,790 | ' | ' |
Consolidating_Financial_Inform3
Consolidating Financial Information (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' |
Net revenue | $1,075,327 | $899,255 | $2,089,538 | $1,787,579 | ' |
Compensation and benefits | 767,007 | 643,960 | 1,510,668 | 1,285,749 | ' |
Operating expenses | 120,715 | 102,308 | 235,350 | 202,758 | ' |
Insurance expense | 31,583 | 25,840 | 62,564 | 51,673 | ' |
Selling, general and administrative expenses | 23,594 | 23,790 | 42,969 | 45,788 | ' |
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ' |
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | 5,699 |
Income from operations | 93,139 | 65,703 | 161,457 | 128,565 | ' |
Interest income from restricted assets | 246 | 266 | 332 | 632 | ' |
Interest expense, net | -29,002 | -50,002 | -59,051 | -101,754 | ' |
Realized gains (losses) on investments | 508 | 105 | 1,114 | 118 | ' |
Other income (expense), net | -1,964 | -249 | -2,772 | -12,970 | ' |
Loss on early debt extinguishment | -66,397 | ' | -66,397 | -122 | ' |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -3,470 | 15,823 | 34,683 | 14,469 | ' |
Income tax benefit (expense) | 1,412 | -6,313 | -15,263 | -8,881 | ' |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | -2,058 | 9,510 | 19,420 | 5,588 | ' |
Equity in earnings of unconsolidated subsidiary | 66 | 87 | 113 | 162 | ' |
Net income (loss) | -1,992 | 9,597 | 19,533 | 5,750 | ' |
Less: Net (income) loss attributable to noncontrolling interest | ' | ' | 3,300 | ' | ' |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -1,992 | 9,597 | 22,833 | 5,750 | ' |
Consolidating Adjustments | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' |
Equity in earnings of unconsolidated subsidiary | 850 | -16,563 | -21,437 | -19,679 | ' |
Net income (loss) | 850 | -16,563 | -21,437 | -19,679 | ' |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 850 | -16,563 | -21,437 | -19,679 | ' |
EVHC (excluding Corporation) | Reportable legal entity | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' |
Operating expenses | ' | 20 | ' | 87 | ' |
Selling, general and administrative expenses | ' | 1 | ' | 1 | ' |
Income from operations | ' | -21 | ' | -88 | ' |
Interest expense, net | ' | -11,464 | ' | -22,926 | ' |
Other income (expense), net | -1,657 | ' | -2,799 | ' | ' |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -1,657 | -11,485 | -2,799 | -23,014 | ' |
Income tax benefit (expense) | 515 | 4,519 | 895 | 9,085 | ' |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | -1,142 | -6,966 | -1,904 | -13,929 | ' |
Equity in earnings of unconsolidated subsidiary | -850 | 16,563 | 21,437 | 19,679 | ' |
Net income (loss) | -1,992 | 9,597 | 19,533 | 5,750 | ' |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | -1,992 | 9,597 | 19,533 | 5,750 | ' |
Corporation and Subsidiaries | Reportable legal entity | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' |
Net revenue | 1,075,327 | 899,255 | 2,089,538 | 1,787,579 | ' |
Compensation and benefits | 767,007 | 643,960 | 1,510,668 | 1,285,749 | ' |
Operating expenses | 120,715 | 102,288 | 235,350 | 202,671 | ' |
Insurance expense | 31,583 | 25,840 | 62,564 | 51,673 | ' |
Selling, general and administrative expenses | 23,594 | 23,789 | 42,969 | 45,787 | ' |
Depreciation and amortization expense | 35,558 | 34,622 | 71,990 | 69,377 | ' |
Restructuring charges | 3,731 | 3,032 | 4,540 | 3,669 | ' |
Income from operations | 93,139 | 65,724 | 161,457 | 128,653 | ' |
Interest income from restricted assets | 246 | 266 | 332 | 632 | ' |
Interest expense, net | -29,002 | -38,538 | -59,051 | -78,828 | ' |
Realized gains (losses) on investments | 508 | 105 | 1,114 | 118 | ' |
Other income (expense), net | -307 | -249 | 27 | -12,970 | ' |
Loss on early debt extinguishment | -66,397 | ' | -66,397 | -122 | ' |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | -1,813 | 27,308 | 37,482 | 37,483 | ' |
Income tax benefit (expense) | 897 | -10,832 | -16,158 | -17,966 | ' |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | -916 | 16,476 | 21,324 | 19,517 | ' |
Equity in earnings of unconsolidated subsidiary | 66 | 87 | 113 | 162 | ' |
Net income (loss) | -850 | 16,563 | 21,437 | 19,679 | ' |
Less: Net (income) loss attributable to noncontrolling interest | ' | ' | 3,300 | ' | ' |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | ($850) | $16,563 | $24,737 | $19,679 | ' |
Consolidating_Financial_Inform4
Consolidating Financial Information (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | $63,720 | ($12,739) | $93,940 | ($6,097) |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of available-for-sale securities | ' | ' | -3,372 | -2,548 |
Sales and maturities of available-for-sale securities | ' | ' | 10,527 | 4,170 |
Purchase of property, plant and equipment | ' | ' | -33,480 | -26,198 |
Proceeds from sale of property, plant and equipment | ' | ' | 2,216 | 328 |
Acquisition of businesses, net of cash received | ' | ' | -199,298 | -1,423 |
Net change in insurance collateral | ' | ' | 1,213 | -2,024 |
Other investing activities | ' | ' | -2,363 | -52 |
Net cash provided by (used in) investing activities | ' | ' | -224,557 | -27,747 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 1,117 |
Borrowings under the Term Loan | ' | ' | ' | 209,000 |
Borrowings under the ABL Facility | ' | ' | 50,000 | 252,440 |
Proceeds from issuance of senior notes | ' | ' | 740,625 | ' |
Repayments of the Term Loan | ' | ' | -3,343 | -65,685 |
Repayments of the ABL Facility | ' | ' | -50,000 | -349,940 |
Repayments of senior notes | ' | ' | -607,750 | ' |
Payment for debt extinguishment premiums | ' | ' | -37,630 | ' |
Dividend paid | ' | ' | ' | -67 |
Debt issuance costs | ' | -5,000 | -1,374 | -5,011 |
Equity issuance costs | ' | ' | ' | -1,400 |
Excess tax benefits from equity-based compensation | ' | ' | 15,658 | 3,168 |
Shares repurchased for tax withholdings | ' | ' | -14,430 | ' |
Proceeds from noncontrolling interest | ' | ' | 250 | ' |
Payment of dissenting shareholder settlement | ' | ' | ' | -38,336 |
Net change in bank overdrafts | ' | ' | ' | 8,117 |
Other financing activities | ' | ' | -3,498 | -359 |
Net cash provided by (used in) financing activities | ' | ' | 88,508 | 13,044 |
Change in cash and cash equivalents | ' | ' | -42,109 | -20,800 |
Cash and cash equivalents, beginning of period | ' | ' | 204,712 | 57,832 |
Cash and cash equivalents, end of period | 162,603 | 37,032 | 162,603 | 37,032 |
EVHC (excluding Corporation) | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | -391 | -19,343 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Dividend paid | ' | ' | ' | -67 |
Debt issuance costs | ' | ' | ' | -4 |
Equity issuance costs | ' | ' | ' | -1,400 |
Other financing activities | ' | ' | 391 | ' |
Net intercompany borrowings (payments) | ' | ' | -81,717 | 20,813 |
Net cash provided by (used in) financing activities | ' | ' | -81,326 | 19,342 |
Change in cash and cash equivalents | ' | ' | -81,717 | -1 |
Cash and cash equivalents, beginning of period | ' | ' | 81,722 | 281 |
Cash and cash equivalents, end of period | 5 | 280 | 5 | 280 |
Corporation and Subsidiaries | ' | ' | ' | ' |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | 94,331 | 13,246 |
Cash Flows from Investing Activities | ' | ' | ' | ' |
Purchases of available-for-sale securities | ' | ' | -3,372 | -2,548 |
Sales and maturities of available-for-sale securities | ' | ' | 10,527 | 4,170 |
Purchase of property, plant and equipment | ' | ' | -33,480 | -26,198 |
Proceeds from sale of property, plant and equipment | ' | ' | 2,216 | 328 |
Acquisition of businesses, net of cash received | ' | ' | -199,298 | -1,423 |
Net change in insurance collateral | ' | ' | 1,213 | -2,024 |
Other investing activities | ' | ' | -2,363 | -52 |
Net cash provided by (used in) investing activities | ' | ' | -224,557 | -27,747 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 1,117 |
Borrowings under the Term Loan | ' | ' | ' | 209,000 |
Borrowings under the ABL Facility | ' | ' | 50,000 | 252,440 |
Proceeds from issuance of senior notes | ' | ' | 740,625 | ' |
Repayments of the Term Loan | ' | ' | -3,343 | -65,685 |
Repayments of the ABL Facility | ' | ' | -50,000 | -349,940 |
Repayments of senior notes | ' | ' | -607,750 | ' |
Payment for debt extinguishment premiums | ' | ' | -37,630 | ' |
Debt issuance costs | ' | ' | -1,374 | -5,007 |
Excess tax benefits from equity-based compensation | ' | ' | 15,658 | 3,168 |
Shares repurchased for tax withholdings | ' | ' | -14,430 | ' |
Proceeds from noncontrolling interest | ' | ' | 250 | ' |
Payment of dissenting shareholder settlement | ' | ' | ' | -38,336 |
Net change in bank overdrafts | ' | ' | ' | 8,117 |
Other financing activities | ' | ' | -3,889 | -359 |
Net intercompany borrowings (payments) | ' | ' | 81,717 | -20,813 |
Net cash provided by (used in) financing activities | ' | ' | 169,834 | -6,298 |
Change in cash and cash equivalents | ' | ' | 39,608 | -20,799 |
Cash and cash equivalents, beginning of period | ' | ' | 122,990 | 57,551 |
Cash and cash equivalents, end of period | $162,598 | $36,752 | $162,598 | $36,752 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | ||||
Feb. 05, 2014 | Feb. 05, 2014 | Aug. 13, 2013 | Jul. 10, 2014 | Jul. 10, 2014 | |
Underwriters overallotment option | Underwriters overallotment option | Subsequent events | Subsequent events | ||
Underwriters overallotment option | |||||
Subsequent events | ' | ' | ' | ' | ' |
Shares of common stock issued | 31,625,000 | 4,125,000 | 6,300,000 | 27,500,000 | 4,125,000 |
Issue price (in dollars per share) | $30.50 | ' | $23 | $34 | ' |