Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2014 |
Consolidating Financial Information | ' |
Consolidating Financial Information | ' |
16. Consolidating Financial Information |
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Pursuant to the indenture governing the 2022 Notes, so long as any of the 2022 Notes are outstanding, the Company is required to provide condensed consolidating financial information with a separate column for (i) the Company and its subsidiaries (other than Corporation and its subsidiaries) on a combined basis, (ii) Corporation and its subsidiaries, (iii) consolidating adjustments on a combined basis, and (iv) the total consolidated amount. The consolidating adjustments column represents the elimination of any intercompany activity between EVHC (excluding Corporation and its subsidiaries) and Corporation. |
|
Consolidating Balance Sheet |
As of September 30, 2014 |
(in thousands, unaudited) |
|
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 5 | | $ | 247,165 | | $ | — | | $ | 247,170 | |
Insurance collateral | | — | | 27,899 | | — | | 27,899 | |
Trade and other accounts receivable, net | | — | | 913,413 | | — | | 913,413 | |
Parts and supplies inventory | | — | | 23,983 | | — | | 23,983 | |
Prepaids and other current assets | | 27,273 | | 54,245 | | (29,568 | ) | 51,950 | |
Total current assets | | 27,278 | | 1,266,705 | | (29,568 | ) | 1,264,415 | |
Property, plant, and equipment, net | | — | | 203,405 | | — | | 203,405 | |
Intangible assets, net | | — | | 543,226 | | — | | 543,226 | |
Long-term deferred tax assets | | 128 | | — | | (128 | ) | — | |
Insurance collateral | | — | | 8,663 | | — | | 8,663 | |
Goodwill | | — | | 2,536,156 | | — | | 2,536,156 | |
Other long-term assets | | — | | 38,629 | | — | | 38,629 | |
Investment in wholly owned subsidiary | | 1,677,128 | | — | | (1,677,128 | ) | — | |
Total assets | | $ | 1,704,534 | | $ | 4,596,784 | | $ | (1,706,824 | ) | $ | 4,594,494 | |
Liabilities and Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | $ | 1,117 | | $ | 50,955 | | $ | — | | 52,072 | |
Accrued liabilities | | — | | 422,941 | | (9,256 | ) | 413,685 | |
Current deferred tax liabilities | | — | | 56,695 | | (20,312 | ) | 36,383 | |
Current portion of long-term debt and capital lease obligations | | — | | 12,235 | | — | | 12,235 | |
Total current liabilities | | 1,117 | | 542,826 | | (29,568 | ) | 514,375 | |
Long-term debt and capital lease obligations | | — | | 2,029,095 | | — | | 2,029,095 | |
Long-term deferred tax liabilities | | — | | 151,353 | | (128 | ) | 151,225 | |
Insurance reserves | | — | | 167,628 | | — | | 167,628 | |
Other long-term liabilities | | — | | 16,707 | | — | | 16,707 | |
Total liabilities | | 1,117 | | 2,907,609 | | (29,696 | ) | 2,879,030 | |
Equity: | | | | | | | | | |
Common stock | | 1,834 | | — | | — | | 1,834 | |
Preferred stock | | — | | — | | — | | — | |
Additional paid-in capital | | 1,609,244 | | 1,516,383 | | (1,516,383 | ) | 1,609,244 | |
Retained earnings | | 93,950 | | 162,356 | | (162,356 | ) | 93,950 | |
Accumulated other comprehensive loss | | (1,611 | ) | (1,611 | ) | 1,611 | | (1,611 | ) |
Total Envision Healthcare Holdings, Inc. equity | | 1,703,417 | | 1,677,128 | | (1,677,128 | ) | 1,703,417 | |
Noncontrolling interest | | — | | 12,047 | | — | | 12,047 | |
Total equity | | 1,703,417 | | 1,689,175 | | (1,677,128 | ) | 1,715,464 | |
Total liabilities and equity | | $ | 1,704,534 | | $ | 4,596,784 | | $ | (1,706,824 | ) | $ | 4,594,494 | |
|
Consolidating Balance Sheet |
As of December 31, 2013 |
(in thousands) |
|
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 81,722 | | $ | 122,990 | | — | | $ | 204,712 | |
Insurance collateral | | — | | 29,619 | | — | | 29,619 | |
Trade and other accounts receivable, net | | — | | 801,146 | | — | | 801,146 | |
Parts and supplies inventory | | — | | 23,376 | | — | | 23,376 | |
Prepaids and other current assets | | 26,860 | | 23,925 | | (27,355 | ) | 23,430 | |
Total current assets | | 108,582 | | 1,001,056 | | (27,355 | ) | 1,082,283 | |
Property, plant, and equipment, net | | — | | 194,715 | | — | | 194,715 | |
Intangible assets, net | | — | | 513,698 | | — | | 513,698 | |
Long-term deferred tax assets | | 128 | | — | | (128 | ) | — | |
Insurance collateral | | — | | 12,716 | | — | | 12,716 | |
Goodwill | | — | | 2,435,670 | | — | | 2,435,670 | |
Other long-term assets | | — | | 60,935 | | — | | 60,935 | |
Investment in wholly owned subsidiary | | 1,486,129 | | — | | (1,486,129 | ) | — | |
Total assets | | $ | 1,594,839 | | $ | 4,218,790 | | (1,513,612 | ) | $ | 4,300,017 | |
Liabilities and Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | $ | 116 | | $ | 52,472 | | — | | $ | 52,588 | |
Accrued liabilities | | — | | 357,979 | | (7,043 | ) | 350,936 | |
Current deferred tax liabilities | | — | | 55,799 | | (20,312 | ) | 35,487 | |
Current portion of long-term debt and capital lease obligations | | — | | 12,318 | | — | | 12,318 | |
Total current liabilities | | 116 | | 478,568 | | (27,355 | ) | 451,329 | |
Long-term debt and capital lease obligations | | — | | 1,895,381 | | — | | 1,895,381 | |
Long-term deferred tax liabilities | | — | | 151,258 | | (128 | ) | 151,130 | |
Insurance reserves | | — | | 175,427 | | — | | 175,427 | |
Other long-term liabilities | | — | | 16,997 | | — | | 16,997 | |
Total liabilities | | 116 | | 2,717,631 | | (27,483 | ) | 2,690,264 | |
Equity: | | | | | | | | | |
Common stock | | 1,804 | | — | | — | | 1,804 | |
Preferred stock | | — | | — | | — | | — | |
Additional paid-in capital | | 1,575,417 | | 1,402,861 | | (1,402,861 | ) | 1,575,417 | |
Retained earnings | | 18,341 | | 84,107 | | (84,107 | ) | 18,341 | |
Accumulated other comprehensive 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 September 30, 2014 | |
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Net revenue | | $ | — | | $ | 1,150,329 | | $ | — | | $ | 1,150,329 | |
Compensation and benefits | | — | | 819,353 | | — | | 819,353 | |
Operating expenses | | — | | 129,535 | | — | | 129,535 | |
Insurance expense | | — | | 27,527 | | — | | 27,527 | |
Selling, general and administrative expenses | | — | | 22,851 | | — | | 22,851 | |
Depreciation and amortization expense | | — | | 36,796 | | — | | 36,796 | |
Restructuring charges | | — | | 366 | | — | | 366 | |
Income (loss) from operations | | — | | 113,901 | | — | | 113,901 | |
Interest income from restricted assets | | — | | 175 | | — | | 175 | |
Interest expense, net | | — | | (25,742 | ) | — | | (25,742 | ) |
Realized gains (losses) on investments | | — | | (466 | ) | — | | (466 | ) |
Other income (expense), net | | (1,433 | ) | 773 | | — | | (660 | ) |
Loss on early debt extinguishment | | — | | — | | — | | — | |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (1,433 | ) | 88,641 | | — | | 87,208 | |
Income tax benefit (expense) | | 697 | | (35,134 | ) | — | | (34,437 | ) |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (736 | ) | 53,507 | | — | | 52,771 | |
Equity in net income (loss) of subsidiary | | 53,512 | | — | | (53,512 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 72 | | — | | 72 | |
Net income (loss) | | 52,776 | | 53,579 | | (53,512 | ) | 52,843 | |
Less: Net (income) loss attributable to noncontrolling interest | | — | | (67 | ) | — | | (67 | ) |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | 52,776 | | $ | 53,512 | | $ | (53,512 | ) | $ | 52,776 | |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Three months ended September 30, 2013 | |
| | EVHC | | Corporation | | Consolidating | | Total | |
(excluding | and | Adjustments |
Corporation) | Subsidiaries | |
Net revenue | | $ | — | | $ | 955,888 | | $ | — | | $ | 955,888 | |
Compensation and benefits | | — | | 677,797 | | — | | 677,797 | |
Operating expenses | | (17 | ) | 110,404 | | — | | 110,387 | |
Insurance expense | | — | | 26,974 | | — | | 26,974 | |
Selling, general and administrative expenses | | 2 | | 40,731 | | — | | 40,733 | |
Depreciation and amortization expense | | — | | 35,175 | | — | | 35,175 | |
Restructuring charges | | — | | 1,319 | | — | | 1,319 | |
Income from operations | | 15 | | 63,488 | | — | | 63,503 | |
Interest income from restricted assets | | — | | 2 | | — | | 2 | |
Interest expense, net | | (7,641 | ) | (39,131 | ) | — | | (46,772 | ) |
Realized gains (losses) on investments | | — | | 158 | | — | | 158 | |
Other income (expense), net | | — | | (52 | ) | — | | (52 | ) |
Loss on early debt extinguishment | | (29,519 | ) | — | | — | | (29,519 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (37,145 | ) | 24,465 | | — | | (12,680 | ) |
Income tax benefit (expense) | | 14,765 | | (9,816 | ) | — | | 4,949 | |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (22,380 | ) | 14,649 | | — | | (7,731 | ) |
Equity in net income (loss) of subsidiary | | 14,717 | | — | | (14,717 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 68 | | — | | 68 | |
Net income (loss) | | (7,663 | ) | 14,717 | | (14,717 | ) | (7,663 | ) |
Less: Net (income) loss attributable to noncontrolling interest | | — | | — | | — | | — | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | (7,663 | ) | $ | 14,717 | | $ | (14,717 | ) | $ | (7,663 | ) |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Nine months ended September 30, 2014 | |
| | EVHC | | Corporation and | | Consolidating | | Total | |
(excluding | Subsidiaries | Adjustments |
Corporation) | | |
Net revenue | | $ | — | | $ | 3,239,867 | | $ | — | | $ | 3,239,867 | |
Compensation and benefits | | — | | 2,330,021 | | — | | 2,330,021 | |
Operating expenses | | — | | 364,885 | | — | | 364,885 | |
Insurance expense | | — | | 90,091 | | — | | 90,091 | |
Selling, general and administrative expenses | | — | | 65,820 | | — | | 65,820 | |
Depreciation and amortization expense | | — | | 108,786 | | — | | 108,786 | |
Restructuring charges | | — | | 4,906 | | — | | 4,906 | |
Income from operations | | — | | 275,358 | | — | | 275,358 | |
Interest income from restricted assets | | — | | 507 | | — | | 507 | |
Interest expense, net | | — | | (84,793 | ) | — | | (84,793 | ) |
Realized gains (losses) on investments | | — | | 648 | | — | | 648 | |
Other income (expense), net | | (4,232 | ) | 800 | | — | | (3,432 | ) |
Loss on early debt extinguishment | | — | | (66,397 | ) | — | | (66,397 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (4,232 | ) | 126,123 | | — | | 121,891 | |
Income tax benefit (expense) | | 1,592 | | (51,292 | ) | — | | (49,700 | ) |
Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (2,640 | ) | 74,831 | | — | | 72,191 | |
Equity in net income (loss) of subsidiary | | 78,249 | | — | | (78,249 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 185 | | — | | 185 | |
Net income (loss) | | 75,609 | | 75,016 | | (78,249 | ) | 72,376 | |
Less: Net (income) loss attributable to noncontrolling interest | | — | | 3,233 | | — | | 3,233 | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | 75,609 | | $ | 78,249 | | $ | (78,249 | ) | $ | 75,609 | |
|
Condensed Consolidating Statements of Operations |
(in thousands, unaudited) |
|
| | Nine months ended September 30, 2013 | |
| | EVHC | | Corporation and | | Consolidating | | Total | |
(excluding | Subsidiaries | Adjustments |
Corporation) | | |
Net revenue | | $ | — | | $ | 2,743,467 | | $ | — | | $ | 2,743,467 | |
Compensation and benefits | | — | | 1,963,546 | | — | | 1,963,546 | |
Operating expenses | | 70 | | 313,075 | | — | | 313,145 | |
Insurance expense | | — | | 78,647 | | — | | 78,647 | |
Selling, general and administrative expenses | | 3 | | 86,518 | | — | | 86,521 | |
Depreciation and amortization expense | | — | | 104,552 | | — | | 104,552 | |
Restructuring charges | | — | | 4,988 | | — | | 4,988 | |
Income from operations | | (73 | ) | 192,141 | | — | | 192,068 | |
Interest income from restricted assets | | — | | 634 | | — | | 634 | |
Interest expense, net | | (30,567 | ) | (117,959 | ) | — | | (148,526 | ) |
Realized gains (losses) on investments | | — | | 276 | | — | | 276 | |
Other income (expense), net | | — | | (13,022 | ) | — | | (13,022 | ) |
Loss on early debt extinguishment | | (29,519 | ) | (122 | ) | — | | (29,641 | ) |
Income (loss) before taxes and equity in earnings of unconsolidated subsidiary | | (60,159 | ) | 61,948 | | — | | 1,789 | |
Income tax benefit (expense) | | 23,850 | | (27,782 | ) | — | | (3,932 | ) |
Income before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary | | (36,309 | ) | 34,166 | | — | | (2,143 | ) |
Equity in net income (loss) of subsidiary | | 34,396 | | — | | (34,396 | ) | — | |
Equity in earnings of unconsolidated subsidiary | | — | | 230 | | — | | 230 | |
Net income (loss) | | (1,913 | ) | 34,396 | | (34,396 | ) | (1,913 | ) |
Less: Net (income) loss attributable to noncontrolling interest | | — | | — | | — | | — | |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | | $ | (1,913 | ) | $ | 34,396 | | $ | (34,396 | ) | $ | (1,913 | ) |
|
Condensed Consolidating Statement of Cash Flows |
(in thousands, unaudited) |
|
| | Nine months ended September 30, 2014 | | | | |
| | EVHC | | Corporation and | | Total | | | | |
(excluding | Subsidiaries | | | |
Corporation) | | | | |
Cash Flows from Operating Activities | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (859 | ) | $ | 194,863 | | $ | 194,004 | | | | |
Cash Flows from Investing Activities | | | | | | | | | | |
Purchases of available-for-sale securities | | — | | (52,654 | ) | (52,654 | ) | | | |
Sales and maturities of available-for-sale securities | | — | | 40,425 | | 40,425 | | | | |
Purchase of property, plant and equipment | | — | | (55,659 | ) | (55,659 | ) | | | |
Proceeds from sale of property, plant and equipment | | — | | 2,299 | | 2,299 | | | | |
Acquisition of businesses, net of cash received | | — | | (199,261 | ) | (199,261 | ) | | | |
Net change in insurance collateral | | — | | 2,021 | | 2,021 | | | | |
Other investing activities | | — | | (1,774 | ) | (1,774 | ) | | | |
Net cash provided by (used in) investing activities | | — | | (264,603 | ) | (264,603 | ) | | | |
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 | | — | | (6,686 | ) | (6,686 | ) | | | |
Repayments of the ABL Facility | | — | | (50,000 | ) | (50,000 | ) | | | |
Repayments of PIK Notes and senior notes | | — | | (607,750 | ) | (607,750 | ) | | | |
Payment for debt extinguishment premiums | | — | | (37,630 | ) | (37,630 | ) | | | |
Debt issuance costs | | — | | (2,221 | ) | (2,221 | ) | | | |
Proceeds from stock options exercised | | — | | 7,405 | | 7,405 | | | | |
Excess tax benefits from equity-based compensation | | — | | 38,520 | | 38,520 | | | | |
Shares repurchased for tax withholdings | | — | | (14,430 | ) | (14,430 | ) | | | |
Proceeds from noncontrolling interest | | — | | 250 | | 250 | | | | |
Other financing activities | | 859 | | (5,885 | ) | (5,026 | ) | | | |
Net intercompany borrowings (payments) | | (81,717 | ) | 81,717 | | — | | | | |
Net cash provided by (used in) financing activities | | (80,858 | ) | 193,915 | | 113,057 | | | | |
Change in cash and cash equivalents | | (81,717 | ) | 124,175 | | 42,458 | | | | |
Cash and cash equivalents, beginning of period | | 81,722 | | 122,990 | | 204,712 | | | | |
Cash and cash equivalents, end of period | | $ | 5 | | $ | 247,165 | | $ | 247,170 | | | | |
|
Condensed Consolidating Statement of Cash Flows |
(in thousands, unaudited) |
|
| | Nine months ended September 30, 2013 | | | | |
| | EVHC | | Corporation and | | Total | | | | |
(excluding | Subsidiaries | | | |
Corporation) | | | | |
Cash Flows from Operating Activities | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (38,375 | ) | $ | 64,000 | | $ | 25,625 | | | | |
Cash Flows from Investing Activities | | | | | | | | | | |
Purchases of available-for-sale securities | | — | | (2,615 | ) | (2,615 | ) | | | |
Sales and maturities of available-for-sale securities | | — | | 7,616 | | 7,616 | | | | |
Purchase of property, plant and equipment | | — | | (45,493 | ) | (45,493 | ) | | | |
Proceeds from sale of property, plant and equipment | | — | | 396 | | 396 | | | | |
Acquisition of businesses, net of cash received | | — | | (27,358 | ) | (27,358 | ) | | | |
Net change in insurance collateral | | — | | (2,121 | ) | (2,121 | ) | | | |
Other investing activities | | — | | (456 | ) | (456 | ) | | | |
Net cash provided by (used in) investing activities | | — | | (70,031 | ) | (70,031 | ) | | | |
Cash Flows from Financing Activities | | | | | | | | | | |
Issuance of common stock | | 1,110,900 | | 1,117 | | 1,112,017 | | | | |
Borrowings under the Term Loan | | — | | 150,000 | | 150,000 | | | | |
Borrowings under the ABL Facility | | — | | 345,440 | | 345,440 | | | | |
Repayments of the Term Loan | | — | | (10,028 | ) | (10,028 | ) | | | |
Repayments of the ABL Facility | | — | | (470,440 | ) | (470,440 | ) | | | |
Repayments of PIK Notes and senior notes | | (450,000 | ) | — | | (450,000 | ) | | | |
Payment for debt extinguishment premiums | | (12,386 | ) | — | | (12,386 | ) | | | |
Dividend paid | | 20,813 | | (20,813 | ) | — | | | | |
Debt issuance costs | | (4 | ) | (5,007 | ) | (5,011 | ) | | | |
Equity issuance costs | | (63,420 | ) | — | | (63,420 | ) | | | |
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 | | — | | 1,686 | | 1,686 | | | | |
Other financing activities | | — | | (355 | ) | (355 | ) | | | |
Net intercompany borrowings (payments) | | (86,087 | ) | 86,087 | | — | | | | |
Net cash provided by (used in) financing activities | | 519,816 | | 42,519 | | 562,335 | | | | |
Change in cash and cash equivalents | | 481,441 | | 36,488 | | 517,929 | | | | |
Cash and cash equivalents, beginning of period | | 281 | | 57,551 | | 57,832 | | | | |
Cash and cash equivalents, end of period | | $ | 481,722 | | $ | 94,039 | | $ | 575,761 | | | | |