Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Envision Healthcare Holdings, Inc. | ||
Entity Central Index Key | 1,578,318 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 7.3 | ||
Entity Common Stock, Shares Outstanding | 187,054,786 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 141,677 | $ 318,895 |
Insurance collateral | 68,849 | 32,828 |
Trade and other accounts receivable, net | 1,257,021 | 950,115 |
Parts and supplies inventory | 34,023 | 24,484 |
Prepaids and other current assets | 96,857 | 36,917 |
Total current assets | 1,598,427 | 1,363,239 |
Non-current assets: | ||
Property, plant and equipment, net | 335,869 | 211,276 |
Intangible assets, net | 1,051,631 | 524,482 |
Insurance collateral | 9,065 | 10,568 |
Goodwill | 3,271,933 | 2,538,633 |
Other long-term assets | 121,266 | 55,555 |
Total assets | 6,388,191 | 4,703,753 |
Current liabilities: | ||
Accounts payable | 68,985 | 47,584 |
Accrued liabilities | 612,445 | 412,657 |
Current deferred tax liabilities | 85,765 | 104,278 |
Current portion of long-term debt and capital lease obligations | 24,550 | 12,349 |
Total current liabilities | 791,745 | 576,868 |
Long-term debt and capital lease obligations | 2,993,100 | 2,025,877 |
Long-term deferred tax liabilities | 283,345 | 130,963 |
Insurance reserves | 252,650 | 180,639 |
Other long-term liabilities | 65,910 | 20,365 |
Total liabilities | $ 4,386,750 | $ 2,934,712 |
Commitments and contingencies | ||
Equity: | ||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 185,695,421 and 183,679,113 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively) | $ 1,869 | $ 1,837 |
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding as of June 30, 2015 and December 31, 2014) | ||
Additional paid-in capital | $ 1,677,578 | $ 1,616,747 |
Retained earnings | 288,741 | 143,849 |
Accumulated other comprehensive income (loss) | (1,649) | (1,856) |
Total Envision Healthcare Holdings, Inc. equity | 1,966,539 | 1,760,577 |
Noncontrolling interest | 34,902 | 8,464 |
Total equity | 2,001,441 | 1,769,041 |
Total liabilities and equity | $ 6,388,191 | $ 4,703,753 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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 | 186,924,004 | 183,679,113 |
Common stock, shares outstanding | 186,924,004 | 183,679,113 |
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 OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||
Revenue, net of contractual discounts | $ 9,853,009 | $ 7,884,953 | $ 6,771,522 |
Provision for uncompensated care | (4,405,093) | (3,487,309) | (3,043,210) |
Net revenue | 5,447,916 | 4,397,644 | 3,728,312 |
Compensation and benefits | 3,922,273 | 3,156,480 | 2,667,439 |
Operating expenses | 681,342 | 487,841 | 424,865 |
Insurance expense | 145,829 | 120,983 | 106,293 |
Selling, general and administrative expenses | 120,158 | 90,731 | 106,659 |
Depreciation and amortization expense | 182,897 | 146,155 | 140,632 |
Restructuring charges | 30,169 | 6,968 | 5,669 |
Income from operations | 365,248 | 388,486 | 276,755 |
Interest income from restricted assets | 651 | 1,135 | 792 |
Interest expense, net | (117,183) | (110,505) | (186,701) |
Realized gains (losses) on investments | 21 | 371 | 471 |
Other income (expense), net | (966) | (3,980) | (12,760) |
Loss on early debt extinguishment | (66,397) | (68,379) | |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 247,771 | 209,110 | 10,178 |
Income tax benefit (expense) | (97,374) | (89,498) | 994 |
Income (loss) before equity in earnings of unconsolidated subsidiary | 150,397 | 119,612 | 11,172 |
Equity in earnings of unconsolidated subsidiary | 353 | 254 | 323 |
Net income (loss) | 150,750 | 119,866 | 11,495 |
Less: Net (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 144,892 | $ 125,508 | $ 5,995 |
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||
Basic (in dollars per share) | $ 0.78 | $ 0.69 | $ 0.04 |
Diluted (in dollars per share) | $ 0.76 | $ 0.66 | $ 0.04 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 185,603,780 | 182,019,732 | 150,156,216 |
Diluted (in shares) | 191,538,699 | 189,921,434 | 156,962,385 |
Comprehensive income (loss): | |||
Net income (loss) | $ 150,750 | $ 119,866 | $ 11,495 |
Other comprehensive income (loss), net of tax: | |||
Unrealized holding gains (losses) during the period | (486) | (723) | (892) |
Unrealized gains (losses) on derivative financial instruments | 693 | (294) | 266 |
Total other comprehensive income (loss), net of tax | 207 | (1,017) | (626) |
Comprehensive income (loss) | 150,957 | 118,849 | 10,869 |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) |
Comprehensive income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 145,099 | $ 124,491 | $ 5,369 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Balance at beginning of period at Dec. 31, 2012 | $ 1,307 | $ 524,717 | $ 12,346 | $ (213) | $ 6,530 | $ 544,687 |
Balance (in shares) at Dec. 31, 2012 | 130,661,627 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity offering, net of issuance costs of $4,031 and 5.5% underwriter discount | $ 483 | 1,045,769 | 1,046,252 | |||
Equity offering, net of issuance costs of $4,031 and 5.5% underwriter discount (in shares) | 48,300,000 | |||||
Shares repurchased | $ (4) | (1,463) | (1,467) | |||
Shares repurchased (in shares) | (365,227) | |||||
Equity-based compensation | 4,248 | 4,248 | ||||
Exercise of options | $ 18 | 859 | 877 | |||
Exercise of options (in shares) | 1,786,485 | |||||
Excess tax benefits from stock-based compensation | 62 | 62 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 5,995 | 5,995 | ||||
Net income (loss) attributable to noncontrolling interest | 5,500 | 5,500 | ||||
Fair value of fuel hedge | (636) | (636) | ||||
Fair value of interest rate swap agreement | 902 | 902 | ||||
Unrealized holding gains (losses) | (892) | (892) | ||||
Contributions from noncontrolling interest | 3,000 | 3,000 | ||||
Other | 1,225 | 1,225 | ||||
Balance at end of period at Dec. 31, 2013 | $ 1,804 | 1,575,417 | 18,341 | (839) | 15,030 | 1,609,753 |
Balance (in shares) at Dec. 31, 2013 | 180,382,885 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased | $ (6) | (16,832) | (16,838) | |||
Shares repurchased (in shares) | (570,407) | |||||
Equity-based compensation | 5,109 | 5,109 | ||||
Exercise of options | $ 39 | 10,132 | 10,171 | |||
Exercise of options (in shares) | 3,866,635 | |||||
Excess tax benefits from stock-based compensation | 44,550 | 44,550 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 125,508 | 125,508 | ||||
Net income (loss) attributable to noncontrolling interest | (5,642) | (5,642) | ||||
Fair value of fuel hedge | (1,317) | (1,317) | ||||
Fair value of interest rate swap agreement | 1,023 | 1,023 | ||||
Unrealized holding gains (losses) | (723) | (723) | ||||
Contributions from noncontrolling interest | 1,289 | 1,289 | ||||
Distributions to noncontrolling interest | (2,213) | (2,213) | ||||
Other | (1,629) | (1,629) | ||||
Balance at end of period at Dec. 31, 2014 | $ 1,837 | 1,616,747 | 143,849 | (1,856) | 8,464 | 1,769,041 |
Balance (in shares) at Dec. 31, 2014 | 183,679,113 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock under employee stock purchase plan and provider stock purchase plan | $ 1 | 4,577 | 4,578 | |||
Issuance of stock under employee stock purchase plan and provider stock purchase plan (in shares) | 162,297 | |||||
Equity-based compensation | 6,590 | 6,590 | ||||
Exercise of options | $ 31 | 12,804 | 12,835 | |||
Exercise of options (in shares) | 3,082,594 | |||||
Excess tax benefits from stock-based compensation | 36,860 | 36,860 | ||||
Net income attributable to Envision Healthcare Holdings, Inc. | 144,892 | 144,892 | ||||
Net income (loss) attributable to noncontrolling interest | 5,858 | 5,858 | ||||
Fair value of fuel hedge | (843) | (843) | ||||
Fair value of interest rate swap agreement | 935 | 935 | ||||
Unrealized holding gains (losses) | (486) | (486) | ||||
Contributions from noncontrolling interest | 20,580 | 20,580 | ||||
Other | 601 | 601 | ||||
Balance at end of period at Dec. 31, 2015 | $ 1,869 | $ 1,677,578 | $ 288,741 | $ (1,649) | $ 34,902 | $ 2,001,441 |
Balance (in shares) at Dec. 31, 2015 | 186,924,004 |
CONSOLIDATED STATEMENTS OF CHA6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 4,031 |
Equity offering, underwriter discount (as a percent) | 5.50% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ 150,750 | $ 119,866 | $ 11,495 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 192,017 | 155,629 | 158,588 |
(Gain) loss on disposal of property, plant and equipment | 138 | (2,131) | (28) |
Equity-based compensation expense | 6,590 | 5,109 | 4,248 |
Excess tax benefits from equity-based compensation | (36,860) | (44,550) | (62) |
Loss on early debt extinguishment | 66,397 | 68,379 | |
Equity in earnings of unconsolidated subsidiary | (353) | (254) | (323) |
Dividends received | 370 | 430 | 556 |
Deferred income taxes | (593) | 44,651 | 2,416 |
Payment of dissenting shareholder settlement | (13,717) | ||
Changes in operating assets/liabilities, net of acquisitions: | |||
Trade and other accounts receivable, net | (92,541) | (129,239) | (175,968) |
Parts and supplies inventory | (1,062) | (687) | (1,326) |
Prepaids and other current assets | (32,099) | (12,157) | 987 |
Accounts payable and accrued liabilities | 59,026 | 81,997 | (12,841) |
Insurance reserves | (8,306) | (13,683) | 10,466 |
Other assets and liabilities, net | 12,031 | 2,670 | 1,245 |
Net cash provided by (used in) operating activities | 249,108 | 274,048 | 54,115 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | (4,594) | (79,751) | (3,156) |
Sales and maturities of available-for-sale securities | 11,409 | 62,673 | 14,096 |
Purchases of property, plant and equipment | (95,090) | (78,046) | (65,879) |
Proceeds from sale of property, plant and equipment | 713 | 2,444 | 744 |
Acquisition of businesses, net of cash received | (1,356,926) | (181,642) | (35,098) |
Net change in insurance collateral | 4,533 | 481 | (7,235) |
Other investing activities | (320) | (2,977) | (2,069) |
Net cash provided by (used in) investing activities | (1,440,275) | (276,818) | (98,597) |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,112,017 | ||
Borrowings under the Term Loan | 1,000,000 | 150,000 | |
Borrowings under the ABL Facility | 455,000 | 50,000 | 345,440 |
Proceeds from issuance of senior notes | 740,625 | ||
Repayments of the Term Loan | (13,372) | (13,372) | (13,371) |
Repayments of the ABL Facility | (455,000) | (50,000) | (470,440) |
Repayments of senior notes | (607,750) | (777,250) | |
Payment for debt extinguishment premiums | (37,630) | (39,402) | |
Debt issuance costs | (26,463) | (2,224) | (5,011) |
Equity issuance costs | (65,131) | ||
Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan | 17,413 | 7,730 | |
Excess tax benefits from equity-based compensation | 36,860 | 44,550 | 62 |
Shares repurchased for tax withholdings | (14,430) | ||
Contributions from (distributions to) noncontrolling interest, net | 100 | (924) | 3,000 |
Payment of dissenting shareholder settlement | (38,336) | ||
Net change in bank overdrafts | (10,146) | ||
Other financing activities | (589) | 378 | (70) |
Net cash provided by (used in) financing activities | 1,013,949 | 116,953 | 191,362 |
Change in cash and cash equivalents | (177,218) | 114,183 | 146,880 |
Cash and cash equivalents, beginning of period | 318,895 | 204,712 | 57,832 |
Cash and cash equivalents, end of period | $ 141,677 | $ 318,895 | $ 204,712 |
General
General | 12 Months Ended |
Dec. 31, 2015 | |
General | |
General | 1. General Basis of Presentation of Financial Statements Envision Healthcare Holdings, Inc. (“EVHC” or the “Company”) formerly known as CDRT Holding Corporation, is organized as a holding company that operates through various subsidiaries. Envision Healthcare Corporation, formerly known as Emergency Medical Services Corporation, (“Corporation”) is a wholly-owned subsidiary of the Company. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the consolidated financial position, results of operations and cash flows of the Company. The Company operates in two segments, EmCare Holdings, Inc. (“EmCare”) in the facility ‑based and post-acute care physician service business and American Medical Response, Inc. (“AMR”) in the healthcare transportation service business. EmCare provides integrated facility ‑based physician services for emergency departments, anesthesiology, hospitalist/inpatient, radiology, teleradiology and surgery programs with over 900 contracts in 4 2 states and the District of Columbia. EmCare recruits physicians, gathers their credentials, arranges contracts for their services, assists in monitoring their performance and arranges their scheduling. In addition, EmCare assists clients in such operational areas as staff coordination, quality assurance, departmental accreditation, billing, record ‑keeping, third ‑party payment programs, and other administrative services. EmCare also offers physician ‑led care management solutions outside the hospital. AMR operates in 39 states and the District of Columbia, providing a full range of healthcare transportation services from basic patient transit to the most advanced emergency care and pre ‑hospital assistance. In addition, AMR operates emergency (“911”) call and response services for large and small communities all across the United States, offers contracted medical staffing, and provides telephone triage, transportation dispatch and demand management services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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, insurance related reserves and acquired intangible assets. Actual results may differ from those estimates under different assumptions or conditions. Cash and Cash Equivalents Cash and cash equivalents are comprised of highly liquid investments with a maturity of three months or less at acquisition, and are recorded at market value. Insurance Collateral Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s captive insurance subsidiary that supports the Company’s insurance program and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss), net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. Realized gains and losses are determined based on an average cost basis. Insurance collateral also includes a receivable from insurers of $0.6 million and $1. 5 million as of December 31, 2015 and 2014, respectively, for liabilities in excess of the Company’s self-insured retention. Trade and Other Accounts Receivable, net The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. Patient-related accounts receivable are recorded net of estimated allowances for contractual discounts and uncompensated care in the period in which services are performed. Account balances, principally related to receivables recorded for self-pay patients, are charged off against the uncompensated care allowance, when it is probable the receivable will not be recovered. As a result of the estimates used in recording the allowances, the nature of healthcare collections, which may involve lengthy delays, there is a reasonable possibility that recorded estimates will change materially in the short-term. The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): December 31, December 31, 2015 2014 Accounts receivable, net EVHC $ $ EmCare AMR Total $ $ Accounts receivable allowances EmCare Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ AMR Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ 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. The Company compares actual cash collected on a date of service basis to the revenue recorded for that period and records any adjustment necessary for an overage or deficit in these allowances based on actual collections and future estimated collections. 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 based on historical write-off experience and future estimated collections. Parts and Supplies Inventory Parts and supplies inventory is valued at cost, determined on a first ‑in, first ‑out basis. Durable medical supplies, including oximeters and other miscellaneous items, are capitalized as inventory and expensed as used. Property, Plant and Equipment, net Property, plant and equipment are recorded at cost except for property, plant and equipment acquired through business acquisitions, which is initially recorded at fair value. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight ‑line basis over their estimated useful lives, which are as follows: Buildings 35 to years Leasehold improvements Shorter of expected life or life of lease Vehicles 5 to years Computer hardware and software 3 to years Other 3 to years Goodwill and Other Indefinite Lived Intangibles Goodwill and other indefinite lived intangibles, including radio frequencies, licenses and certain trade names, are not amortized, but instead tested for impairment at least annually. The Company performs its annual impairment test in the third quarter for goodwill and other indefinite lived intangibles or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such indicators include a sustained significant decline in the Company’s market capitalization or a significant decline in its expected future cash flows due to changes in company ‑specific factors or the broader business climate. The evaluation of such factors requires considerable judgment. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and have a material impact on the Company’s consolidated financial statements. Goodwill and other indefinite lived intangible assets have been allocated to three reporting units. Two of the reporting units are aggregated into the EmCare operating segment and the other reporting unit is the AMR operating segment which the Company determined met the criteria to be classified as reporting units. As of December 31, 2015, $ 1,999.1 million and $ 1,272.8 million of goodwill had been allocated to EmCare and AMR, respectively. The Company evaluates the carrying amounts of goodwill on an annual basis to determine if there is potential goodwill impairment. For 2015 and 2013, the Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. Several qualitative factors were considered in the assessment, including, among others, overall financial performance, industry and market considerations and relevant company specific events. In contemplating all factors in their totality, the Company concluded that it is more likely than not that the fair value of each reporting unit exceeded its carrying amount. As such, no further analysis was required. For 2014, the Company performed a quantitative assessment. Fair value for each of the reporting units was determined using the estimated future cash flows, discounted at a rate commensurate with the risk involved or the market approach. In conducting the quantitative assessment in 2014, the Company determined that fair value of each reporting unit exceeded its carrying amount. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. No impairment charges were recorded as of December 31, 2015, 2014, or 2013. Impairment of Long ‑lived Assets and Other Definite Lived Intangibles Long ‑lived assets and other definite lived intangibles, including contract values, physician referral network, certain trade names and covenants not to compete, are amortized on a straight-line basis over the estimated useful life, consistent with the Company’s expectation of estimated future cash flows. These assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors that could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long ‑lived assets and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management’s best estimate of future market and operating conditions, which may differ from actual cash flows. There were no indicators of impairment in 2015 , 2014 , or 2013 . Claims Liability and Professional Liability Reserves The Company is self ‑insured up to certain limits for costs associated with workers compensation claims, automobile claims, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with independent actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent stable trends in the historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, recorded reserves could differ from ultimate costs related to these claims due to changes in accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Prior year insurance provision increases of $7.2 million and $7.5 million were recorded during the years ended December 31, 2015 and 2014, respectively. Accrued unpaid claims and expenses that are expected to be paid within the next 12 months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non ‑current liabilities. Derivatives and Hedging Activities All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage risks associated with interest rate and fuel price volatility. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with GAAP. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting and the ineffective portion of hedges are marked to market with changes recognized in current earnings. The Company does not hold or issue derivative financial instruments for trading purposes and is not a party to leveraged derivatives (see Note 12). EmCare Contractual Arrangements EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly owned subsidiary of EmCare (“EmCare Subsidiary”) contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement with a professional association or professional corporation (“PA”), whereby the EmCare Subsidiary provides the PA with management services and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA’s revenues over its expenses. In all arrangements, decisions regarding patient care are made exclusively by the physicians. Each PA is wholly ‑owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement. EmCare has determined that these management contracts meet the requirements for consolidation in accordance with GAAP. Accordingly, these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs’ voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare’s relationship with the PA. Financial Instruments and Concentration of Credit Risk The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long ‑term debt and other long ‑term liabilities constitute financial instruments. Based on management’s estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and the senior secured credit facility approximates fair value as of December 31, 2015 and 2014. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the years ended December 31, 2015 and 2014, the Company derived approximately 35% and 33% , respectively, of its net revenue from Medicare and Medicaid, 62% and 64% , respectively, from insurance providers and contracted payors, and 3% and 3% , respectively, directly from patients. The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of December 31, 2015, was approximately $735.0 million with a carrying amount of $750.0 million. Revenue Recognition Fee for service revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Fee for service revenue represents billings for services provided to patients, for which the Company receives payment from the patient or their third party payor. Provisions for contractual discounts are related to differences between gross charges and specific payor, including governmental, reimbursement schedules. The Company records fee-for-service revenue, net of the contractual discounts based on the information entered into the Company’s billing systems from received medical charts. An estimate for unprocessed medical charts for a given service period is made monthly and adjusted in future periods based on actual medical charts processed. Information entered into the billing systems is subject to change, e.g. change in payor status, and may impact recorded fee-for-service revenue, net of the contractual discounts. Such changes are recognized in the period the change is known. Revenue from home health services, net of revenue adjustments and provisions for contractual discounts, is earned and billed either on an episode of care basis (“episodic-based revenue”), on a per visit basis, or on a daily basis depending upon the payment terms and conditions established with each payor for services provided. Revenue recognized on a non-episodic basis is recorded in a similar manner to the Company’s fee-for-service revenue. Home health service revenue under the Medicare prospective payment system is based on a 60 -day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits was fewer than five; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the episode; (c) an outlier payment if the patient’s care was unusually costly (capped at 10% of total reimbursement per provider number); (d) a payment adjustment based upon the level of therapy services required; (e) acceleration if an episode concludes satisfactorily before the end of the 60 -day episode period. Adjustments are made to reflect differences between estimated and actual payment amounts, the inability to obtain appropriate billing documentation or authorizations and other reasons unrelated to credit risk. These adjustments are estimated based on historical experience and are recorded in the period in which services are rendered as an estimated revenue adjustment and a corresponding reduction to patient accounts receivable. In addition to revenue recognized on completed episodes, a portion of revenue is recognized on episodes in progress. Episodes in progress are 60 -day episodes of care that are active during the reporting period, but were not completed as of the end of the period. Revenue is estimated on a monthly basis based upon historical trends. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and the calculation of the number of days episodes were active in the period based on the 60 -day estimate from the episode start date. Non-Medicare episodic-based revenue is recognized in a similar manner as the Medicare episodic-based revenue; however, rates paid by other insurance carriers can vary based upon the negotiated terms. Revenue from contract staffing assignments, net of sales adjustments and discounts, are recognized when earned, based on the hours worked by the Company’s contract professionals. Conversion and direct hire fees are recognized when the employment candidate accepts permanent employment and all obligations are satisfied. The Company includes reimbursed expenses in revenue, net of contractual discounts, and the associated amount of reimbursement expense in compensation and benefits. Revenue generated under fire protection service contracts is recognized over the life of the contract. Subscription fees, which are generally received in advance, are deferred and recognized on a straight-line basis over the term of the subscription agreement, which is generally one year. Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand by, special event and community subsidies at AMR. Provisions for estimated uncompensated care, or bad debts, are related principally to the number of self pay patients treated in the period. Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are shown below. Year Ended December 31, 2015 2014 2013 EmCare Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % AMR Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % Total Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % Net revenue for the years ended December 31, 2015, 2014 and 2013 consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Revenue, net of contractual discounts, excluding subsidies and fees: Medicare $ $ $ Medicaid Commercial insurance and managed care (excluding Medicare and Medicaid managed care) Self-pay Sub-total Subsidies and fees Revenue, net of contractual discounts Provision for uncompensated care Net revenue $ $ $ Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods, as adjustments become known. These adjustments in the aggregate increased the contractual discount and uncompensated care provisions (and correspondingly decreased net revenue) by approximately $14.7 million, $12.5 million and $1.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company provides services to patients who have no insurance or other third ‑party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. Income Taxes Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any. From time to time, the Company may engage in transactions where the tax consequences may be subject to uncertainty. A liability is recorded when a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, the Company may record a liability depending on an assessment of how the tax position will ultimately be settled. Estimates are adjusted periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. Interest and penalties, if any, are classified as a component of interest expense, net in the consolidated statements of operations. Equity Based Compensation The Company recognizes all share ‑based payments to employees based on its grant ‑date fair values and its estimates of forfeitures. The Company recognizes the fair value of outstanding options as a charge to operations over the vesting period. The cash benefits of tax deductions in excess of deferred taxes on recognized compensation expense are reported as a financing cash flow. The Company uses the straight ‑line method to recognize equity based compensation expense for its outstanding stock awards. Equity based compensation has been issued under the plans described in Note 16. Fair Value Measurement The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework that ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include investments held in connection with the Company’s captive insurance program. Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include corporate bonds and derivatives. Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company’s own assumptions about the fair value of the asset or liability. Balances in this category include the Company’s estimate, using a combination of internal and external fair value analyses, of contingent consideration for acquisitions described in Note 5. The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2015 and 2014 (in thousands): December 31, 2015 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ $ — $ Liabilities: Contingent consideration — — Fuel hedge — — December 31, 2014 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ — $ — $ Liabilities: Contingent consideration — — Fuel hedge — — Interest rate swap — — The contingent consideration balance classified as a Level 3 liability has increased $0.1 million since December 31, 2014 as a result of recent acquisitions completed during the year ended December 31, 2015. During the year ended December 31, 2015, the Company had transfers of $4.1 million out of Level 1 and into Level 2 due to limited quoted market prices at the measurement date for certain available-for-sale securities. During the year ended December 31, 2014, the Company had no transfers in and out of Level 1 and Level 2 fair value measurements. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The guidance will be effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption for annual reporting periods beginning after December 15, 2016, 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 or the method of adoption. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to impact the Company's consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends existing accounting standards for consolidation under the variable interest entity and voting interest entity models. The new guidance changes the analysis for determining whether a fee paid to a decision maker or service provider is a variable interest. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may choose to adopt the standard using either a full retrospective approach or a modified retrospective approach. The Company has not yet determined the effects, if any, that adoption of ASU 2015-02 may have on its consolidated financial position or results of operations or the method of adoption. In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company expects to adopt this guidance when effective, and does not expect this guidance to have a significant impact on its financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classificat |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Basic and Diluted Net Income (Loss) Per Share | |
Basic and Diluted Net Income (Loss) Per Share | 3. Basic and Diluted Net Income Per Share The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income attributable to Envision Healthcare Holdings, Inc.” by the “Weighted-average common shares outstanding” for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised. The potential dilution from stock awards was computed using the treasury stock method based on the average market value of the Company’s common stock. The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except per share amounts). Year Ended December 31, 2015 2014 2013 Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ Weighted-average common shares outstanding — common stock: Basic Dilutive impact of stock awards outstanding Diluted Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic $ $ $ Diluted $ $ $ For the year ended December 31, 2015, there were stock awards to acquire 82,872 shares of common stock outstanding, not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. For the years ended December 31, 2014 and 2013 , there were no stock awards of common stock outstanding excluded from the weighted-average common shares outstanding above. |
Statements of Cash Flows Data
Statements of Cash Flows Data | 12 Months Ended |
Dec. 31, 2015 | |
Statements of Cash Flows Data | |
Statements of Cash Flows Data | 4. Statements of Cash Flows Data The following presents supplemental cash flow statement disclosure (in thousands). Year-ended December 31, Supplemental cash flow data 2015 2014 2013 Cash paid for interest $ $ $ Net cash paid for taxes |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Acquisitions | 5. Acquisitions 2015 Acquisitions Scottsdale Emergency Associates, LTD (“SEA”). On January 30, 2015, the Company acquired the stock of SEA for total purchase consideration of $104.8 million paid in cash. SEA is an emergency physician group serving the greater Phoenix market, with 40 physicians and more than a dozen mid-level providers. The Company acquired SEA to achieve certain operational and strategic benefits. The goodwill recognized in connection with the SEA acquisition is assigned to the EmCare segment and is primarily attributable to synergies that are expected to be achieved through the integration of SEA into the existing operations of EmCa re. Of the goodwill recorded, none is tax deductible. Prior to the acquisition, SEA had a pension plan and is in the process of terminating and liquidating the plan. As the pension plan assets and liabilities of $ 10.1 million are offsetting, they are presented net in the consolidated balance sheets. The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Prepaid and other current assets Acquired intangible assets Goodwill Accounts payable Accrued liabilities Current deferred tax liabilities Long-term deferred tax liabilities Total purchase price $ VISTA Staffing Solutions (“VISTA”). On February 1, 2015, the Company acquired the stock of VISTA, a leading provider of locum tenens staffing and permanent placement services for physicians, nurse practitioners and physician assistants for total purchase consideration of $123.8 million, subject to a working capital adjustment of $0.5 million, paid in cash. VISTA operates throughout the United States as well as in Australia and New Zealand. The Company acquired VISTA to expand into locum tenens staffing. The goodwill recognized in connection with the VISTA acquisition is assigned to the EmCare segment and is primarily attributable to synergies that are expected to be achieved through the integration of VISTA into the existing operations of EmCare. Of the goodwill recorded, $15.4 million is tax deductible. The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Current deferred tax assets Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Accrued liabilities Long-term deferred tax liabilities Insurance reserves Other long-term liabilities Total purchase price $ Emergency Medical Associates. On February 27, 2015, the Company acquired the stock of Emergency Medical Associates of New Jersey, P.A. and assets of Alpha Physician Resources, LLC (collectively “EMA”) for total purchase consideration of $271.8 million, subject to working cap ital adjustments, paid in cash. EMA provides emergency department, hospitalist and urgent care services at 47 facilities in New Jersey, New York, Rho de Island, and North Carolina. The Company acquired EMA to achieve certain opera tional and strategic benefits. The goodwill recognized in connection with the EMA acquisition is assigned to the EmCare segment and is primarily attributable to synergies that are expected to be achieved through the integration of EMA into the existing operations of EmCare. Of the goodwill recorded, $99.1 million is tax deductible. The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Accrued liabilities Current deferred tax liabilities Insurance reserves Total purchase price $ Rural/ Metro Corporation . On October 28 , 2015, the Company completed the acquisition of Rural/ Metro Corporation ( “Rural/ Metro ”) for total purchase consideration of approximately $620.0 million, subject to working capital adjustments of $48.0 million paid in cash. Rural/ Metro provides ambulance and fire protection services in 19 states and approximately 700 communities through the United States. The Company acquired Rural/ Metro to achieve certain operational and strategic benefits. The goodwill recognized in connection with the Rural/ Metro acquisition is assigned to the AMR segment and is primarily attributable to synergies that are expected to be achieved through the integration of Rural/ Metro into the existing operations of AMR. Of the goodwill recorded, $4.2 million is tax deductible. The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Insurance collateral Accounts receivable Parts and supplies inventory Current deferred tax assets Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Other current liabilities Accrued liabilities Capital lease obligations Insurance reserves Long-term deferred tax liabilities Other long-term liabilities Total purchase price $ Questcare Medical Services, P.A and QRx Medical Management, LLC . On December 3, 2015, the Company completed the acquisition of Questcare Medical Services, P.A. and QRx Medical Management, LLC (collectively “Questcare”) for total purchase consideration of $136.3 million in cash , subject to working capital adjustments . Questcare has more than 800 clinical providers to staff more than 50 facilities in Texas, Oklahoma and Colorado . Questcare clinicians manage patient care across multiple hospital-based clinical specialties including emergency department, hospitalist, critical care unit and pediatric and obstetric hospitalist care services. In addition, Questcare provides post-acute facility-based care as well as primary care, urgent care and telemedicine services. The Company acquired Questcare to achieve certain operational and strategic benefits. The goodwill recognized in connection with the Questcare acquisition is assigned to the EmCare segment and is primarily attributable to synergies that are expected to be achieved through the integration of Questcare into the existing operations of EmCare. Of the goodwill recorded, $22.6 million is tax deductible. The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Insurance collateral Accounts receivable Current deferred tax asset Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Long-term deferred tax asset Other long-term assets Accounts payable Accrued liabilities Insurance reserves Other long-term liabilities Total purchase price $ 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. The Company’s statements of operations for the year ended December 31, 2015 include net revenue of $527.6 million for SEA, VISTA, EMA , Rural/ Metro and Questcare . Other 2015 Acquisitions. On February 23, 2015 the Company acquired the stock of CareFirst, Inc., a provider of home health services in Birmingham, Alabama and surrounding areas for total purchase consideration of $7.3 million, subject to a working capital adjustment of $0.7 million, paid in cash. On July 10, 2015, the Company completed the acquisition of Vital Enterprises, Inc., Emergency Medical Transportation, Inc., and Marlboro Hudson Ambulance & Wheelchair Service, Inc. ( collectively “Vital/ Marlboro”), providers of ambulance service operations located in the northeastern United States for total purchase consideration of $42.5 million, subject to working cap ital adjustments, paid in cash. The goodwill recognized in connection with Vital/ Marlboro is assigned to the AMR segment and is primarily attributable to synergies that are expected to be achieved through the integration of Vital/ Marlboro into t he existing operations of AMR. Of the goodwill recorded, $9.3 million is tax deductible. On September 30, 2015, the Company completed the acquisition of Northwest Tucson Emergency Physicians (“NTEP”), an emergency physician group serving the greater Tucson market, with 27 physicians and five mid-level providers for total purchase consideration of $25.0 million, subject to working capital adjustments, paid in cash. Prior to the acquisition, NTEP had a pension plan and is in the process of terminating and liquidating the plan. As the pension plan assets and liabilities of $2.8 million are offsetting, they are presented net in the consolidated balance sheets. The goodwill recognized in connection with the NTEP acquisition is assigned to the EmCare segment and is primarily attributable to synergies that are expected to be achieved through the integration of NTEP into the existing operations of EmCare. Of the goodwill recorded, none is tax deductible. On December 24, 2015, the Company completed the acquisition of MetroCare Services-Abilene GP, LLC. (“MetroCare”), provider of ambulance service operations located in Texas for total purchase consideration of $5.0 million, subject to working capital adjustments. The goodwill recognized in connection with the MetroCare acquisition is assigned to the AMR segment and is primarily attributable to synergies that are expected to be achieved through the integration of MetroCare into the existing operations of AMR. Of the goodwill recorded, $1.0 million is tax deductible. 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 ass ets was allocated to goodwill. The total purchase price for these acquisitions was allocated to goodwill of $24.3 million, other acquired intangible assets of $53.1 million, net assets of $6.7 million, current deferred tax liabilities of $2.3 million and long-term deferred tax liabilities of $9.2 million . These allocations are subject to adjustment based upon the completion of purchase price allocations . 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 . 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 final allocation of the purchase price is in the table below (in thousands): Cash and cash equivalents $ Accounts receivable Current deferred tax assets Prepaid and other current assets Property, plant, and equipment Acquired intangible assets Goodwill Accounts payable Accrued liabilities Long-term deferred tax liabilities Insurance reserves Total purchase price $ During the year ended December 31, 2015, the Company made purchase price allocation adjustment s that increased goodwill by $1.0 million and i ncrease d accrued liabilities by $1.2 million to record an adjustment to accrued wages and benefits. Other 2014 Acquisitions . The Company completed the acquisitions of Life Line Ambulance Service, Inc., an emergency medical transportation service provider with operations in Arizona, on February 6, 2014, MedStat EMS, Inc., an emergency and non-emergency medical ground transportation service provider with operations in Mississippi, on March 7, 2014, and Streamlined Medical Solutions, LLC, a healthcare technology company which has developed proprietary software to enhance patient direct admission and referral management processes, on May 21, 2014 for total aggregate purchase consideration of approximately $38.0 million paid in cash. The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During the year ended December 31 , 2015, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $1.3 million. The total purchase price for these acquisitions was allocated to goodwill of $9.5 million, $4.9 million of which is tax deductible goodwill, other acquired intangible assets of $28.7 million, net current assets of $3.5 million and long-term deferred tax liabilities of $3.7 million. 2013 Acquisitions During the year ended December 31, 2013, indirect, wholly-owned subsidiaries of the Company completed the acquisitions of CMORx, LLC and Loya Medical Services, PLLC, which provide clinical management software, each of T.M.S. Management Group, Inc. and Transportation Management Services of Brevard, Inc., two related corporations that leverage the provision of non-emergency healthcare transportation services by third-party transportation service providers, Jackson Emergency Consultants, which provides facility based physician staffing in northern Florida, and other smaller acquisitions for a combined purchase price of $34.2 million paid in cash . The Company has accounted for these acquisitions using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. During 2014, the Company made purchase price allocation adjustments including a reclassification from goodwill to intangible assets of $5.4 million. The total purchase price for these acquisitions was allocated to goodwill of $20.8 million, all of which is tax deductible goodwill, other acquired intangible assets of $14.9 million, and net current liabilities of $1.5 million. Contingent Consideration As of December 31, 2015 , the Company ha s accrued $2.1 million as its estimate of the additional payments to be made in future periods as contingent consideration for acquisitions made prior to D ecember 31, 2015. As of December 31, 2014 , the Company ha d accrued $2.0 million as its estimate of the additional payments to be made in future periods as contingent consideration for acquisitions made prior to D ecember 31, 2014. These balances were included in accrued liabilities in the accompanying balance sheets. These payments will be made should the acquired operations achieve the terms as agreed to in the respective acquisition agreements. Pro Forma Information The following unaudited pro forma operating results give effect to the Phoenix Physicians, SEA, VISTA , EMA and Rural/ Metro acquisitions, as if they had been completed as of January 1, 2014. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that the Company believes are reasonable. Year-ended December 31, (in thousands) 2015 2014 Net revenue $ $ Net income (loss) |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, net. | |
Property, Plant and Equipment, net | 6. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following as of December 31 (in thousands): 2015 2014 Land $ $ Building and leasehold improvements Vehicles Computer hardware and software Communication and medical equipment and other Less: accumulated depreciation and amortization Property, plant and equipment, net $ $ Depreciation expense was $76.5 million, $65.6 million, and $ 63.9 million for t he years ended December 31, 2015, 2014, and 2013 , respectively. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net | |
Intangible Assets, net | 7. Intangible Assets, net Intangible Assets, excluding Goodwill Intangible assets, net consisted of the following as December 31 (in thousands): Estimated 2015 2014 Useful Gross Gross Life Carrying Accumulated Carrying Accumulated (in years) Amount Amortization Amount Amortization Amortized intangible assets Contract values 4 to 15 $ $ $ $ Physician referral network 8 Covenants not to compete 5 to 9 Trade names 4 to 21 Other 2 to 4 — — Unamortized intangible assets Trade names — — Radio frequencies — — Licenses — — Total $ $ $ $ Amortization expense was $106.4 million, $80.6 million and $76.7 million for the years ended December 31, 201 5 , 201 4 and 201 3 , respectively. Estimated annual amortization over each of the next five years is expected to be: 2016 $ 2017 2018 2019 2020 Goodwill Changes in the carrying amount of goodwill during 2015 are set forth as below (in thousands): January 1, 2015 Deferred December 31, 2015 Acquisitions Taxes Adjustments 2015 EmCare $ $ $ $ $ AMR Total $ $ $ $ $ Changes in the carrying amount of goodwill during 2014 are set forth as below (in thousands): January 1, 2014 Deferred December 31, 2014 Acquisitions Taxes Adjustments 2014 EmCare $ $ $ $ $ AMR Total $ $ $ $ $ Adjustments in the carrying amount of goodwill during 201 5 and 201 4 relate to other purchase price allocation adjustments and reclassifications. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 8. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes were as follows at December 31 (in thousands): 2015 2014 Current deferred tax assets (liabilities): Accounts receivable $ $ Accrual to cash Accrued liabilities Credit carryforwards — Net operating loss carryforwards Net current deferred tax liabilities Long term deferred tax assets (liabilities): Intangible assets Insurance and other long-term liabilities Excess of tax over book depreciation Net operating loss carryforwards Credit carryforwards Valuation allowance Attribute reduction — Net long-term deferred tax liabilities Net deferred tax liabilities $ $ The total of all deferred tax assets is $183.8 million and $104.4 million for the years ended December 31, 2015 and 2014, respectively. The total of all deferred tax liabilities is $552.9 million and $339.6 million for the years ended December 31, 2015 and 2014, respectively. A valuation allowance is established when it is “more likely than not” that all, or a portion, of net deferred tax assets will not be realized. Based on our review of available evidence, the Company has determined that it is more likely than not that certain deferred tax assets may not be realized. Therefore, a valuation allowance of $15.8 million and $11.0 million has been established for the years ended December 31, 2015 and 2014, respectively. The increase of $4.8 million is primarily attributable to the acquisition of certain Rural/ Metro net operating loss carryforwards (“NOLs”) . The Company has federal NOLs of $ 208.2 million which expire in the years 2018 to 2034. The increase to the NOLs is due to tax losses acquired in connection with the purchase of Rural/ Metro. Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts recognized in the financial statements. The Company operates in multiple taxing jurisdictions and in the normal course of business is examined by federal and state tax authorities . The Company does not expect the final resolution of tax examinations to have a material impact on the Company’s financial results. In nearly all jurisdictions, the tax years prior to 2011 are no longer subject to examination. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Balance as of beginning of period $ $ $ Additions for tax positions of prior years Reductions for tax positions of prior years — — — Reductions for tax positions due to lapse of statute of limitations Balance as of end of period $ $ $ The Company does not expect a reduction of unrecognized tax benefits within the next twelve months. Accrued interest and penalties on unrecognized tax benefits are recorded as a component of income tax expense. The Company recognized $0.8 million, $0. 3 million and $0. 2 million related to interest and penalties for t he years ended December 31, 2015, 2014 and 2013 , respectively. The Company reversed $ 0.4 million, $0. 1 million and $0. 5 million of the interest and penalties previously recognized for t he years ended December 31, 2015 , 201 4 and 201 3 , respectively. The unrecognized tax benefits recorded by the Company included approximately $1.5 million , $ 1.6 million and $0. 2 million for t he years ended December 31, 2015, 2014 and 2013 , respectively , which may reduce future tax expense . The components of income tax expense were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current tax expense (benefit) Federal $ $ $ State Total Deferred tax expense (benefit) Federal State Total Total tax expense (benefit) Federal State Total $ $ $ For the year ended December 31, 2015, the Company realized a tax benefit of approximately $8.0 million as a result of its utilization of federal NOLs. A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Income tax expense at the statutory rate $ $ $ Increase in income taxes resulting from: State taxes, net of federal Tax settlements and filings Tax credits Dissenting shareholder settlement — — Change in valuation allowance State deferred rate change Other Income tax expense (benefit) before noncontrolling interest Noncontrolling interests Income tax expense (benefit) $ $ $ |
Insurance Collateral
Insurance Collateral | 12 Months Ended |
Dec. 31, 2015 | |
Insurance Collateral | |
Insurance Collateral | 9. Insurance Collateral Insurance collateral consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, December 31, 2015 2014 Available-for-sale securities: U.S. Treasuries $ — $ Corporate bonds/ Fixed income Corporate equity Total available-for-sale securities Insurance receivable Cash deposits and other Total insurance collateral $ $ Amortized cost basis and aggregate fair value of the Company’s available-for-sale securities as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 Gross Gross Unrealized Unrealized Fair Description Cost Basis Gains Losses Value Corporate bonds/ Fixed income $ $ $ $ Corporate equity — Total available-for-sale securities $ $ $ $ December 31, 2014 Gross Gross Unrealized Unrealized Fair Description Cost Basis Gains Losses Value U.S. Treasuries $ $ $ $ Corporate bonds/ Fixed income Corporate equity Total available-for-sale securities $ $ $ $ As of December 31, 2015 , available-for-sale securities included corporate bonds/ fixed income securities of $4.1 million with contractual maturities within one year and $9.0 million with contractual maturities extending longer than one year through five years. Actual maturities may differ from contractual maturities as a result of the Company’s ability to sell these securities prior to maturity. The Company’s temporarily impaired investment securities available-for-sale as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 December 31, 2014 Unrealized Unrealized Fair Value Loss Fair Value Loss U.S. Treasuries: Less than 12 months $ — $ — $ — $ — 12 months or more — — Corporate bonds/ Fixed income: Less than 12 months 12 months or more — Corporate equity: Less than 12 months — — 12 months or more — — Total $ $ $ $ The Company evaluates the investment securities available-for-sale on a quarterly basis to determine whether declines in the fair value of these securities are other-than-temporary. This quarterly evaluation consists of reviewing the fair value of the security compared to the carrying amount, the historical volatility of the price of each security, and any industry and company specific factors related to each security. The Company is not aware of any specific factors indicating that the underlying issuers of the corporate bonds / fixed income securities would not be able to pay interest as it becomes due or repay the principal amount at maturity. Therefore, the Company believes that the changes in the estimated fair values of these debt securities are related to temporary market fluctuations. Additionally, the Company is not aware of any specific factors which indicate the unrealized losses on the investments in corporate equity securities are due to anything other than temporary market fluctuations. The Company realized net gains of less than $0.1 million, $0.4 million and $0.5 million on the sale and maturities of available-for-sale securities for the years ended December 31, 2015, 201 4 and 201 3 , respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Accrued Liabilities | 10. Accrued Liabilities Accrued liabilities were as follows as of December 31 (in thousands): December 31, December 31, 2015 2014 Accrued wages and benefits $ $ Accrued paid time-off Current portion of self-insurance reserve Accrued severance and related costs Current portion of compliance and legal Accrued billing and collection fees Accrued incentive compensation Accrued income taxes — Accrued interest Deferred revenue Other Total accrued liabilities $ $ |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt | |
Debt | 11. Debt Senior Unsecured Notes due 2019 On May 25, 2011, Corporation issued $950 million of senior unsecured notes due 2019 (“2019 Notes”). During the second quarter of 2012, the Company’s captive insurance subsidiary purchased $15.0 million of the 2019 Notes through an open market transaction and currently holds none of the 2019 Notes subsequent to the redemption of the 2019 Notes on December 30, 2013 , and June 18, 2014. On December 30, 2013, the Company redeemed $332.5 million in aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company’s captive insurance subsidiary at a redemption price of 108.125% , plus accrued and unpaid interest of $2.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $38.7 million related to premiums and unamortized debt issuance costs from the partial redemption of the 2019 Notes. On June 18, 2014, Corporation redeemed the remaining $617.5 million in aggregate principal amount of the 2019 Notes, of which $9.8 million was held by the Company’s captive insurance subsidiary, at a redemption price of 106.094% , plus accrued and unpaid interest of $2.4 million. During the year ended December 31, 2014, the Company recorded a loss on early debt extinguishment of $66.4 million related to premiums, financing fees paid to the creditors of the unsecured senior notes due 2022, and unamortized debt issuance costs from the redemption of the 2019 Notes. Senior Secured Credit Facilities On May 25, 2011, Corporation entered into $1.8 billion of senior secured credit facilities (“Senior Secured Credit Facilities”) that consisted of a $1.44 billion senior secured term loan facility due 2018 (the “Term Loan Facility”) and a $350 million asset- based revolving credit facility due 2016 (the “ABL Facility”). The Senior Secured Credit Facilities are secured by substantially all of the assets of the Company. On October 28, 2015, Corporation borrowed $635 million of Tranche B-2 incremental term loans (the “Initial October 2022 Tranche B-2 Term Loans”) under the Term Loan Facility, pursuant to a Second Amendment to Credit Agreement (the “Second Amendment”) among the Corporation, the incremental term loan lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent (the “Administrative Agent”) and each of the other parties thereto. The Initial October 2022 Tranche B-2 Term Loans were issued with 50 basis points of original issue discount and the proceeds were used to fund the Company’s acquisition of Rural/ Metro, as discussed in Note 5. On November 12, 2015, Corporation borrowed an additional $365 million of Tranche B-2 incremental term loans (the “Additional October 2022 Tranche B-2 Term Loans” and together with the Initial October 2022 Tranche B-2 Term Loans, the “Tranche B-2 Term Loans”). The Additional October 2022 Tranche B-2 Term Loans were issued with 100 basis points of original issue discount, and were used to repay outstanding ABL revolving credit facility borrowings, to pay related fees and expenses and for general corporate purposes. All of the Tranche B-2 Term Loans mature on October 28, 2022 , and bear interest at LIBOR plus an applicable margin of 3.50% , subject to a 100 basis point LIBOR floor. While the Initial October 2022 Tranche B-2 Term Loans initially bore interest at a rate of LIBOR plus an applicable margin of 3.25% under the terms of the Second Amendment, on November 12, 2015 the applicable margin applicable to such loans was increased by 25 basis points pursuant to the Third Amendment to Credit Agreement among the Corporation, the incremental term loan lenders party thereto, the Administrative Agent and each of the other parties thereto. All Tranche B-2 Term Loans were issued with six- month soft call protection, running from November 12, 2015, at 101% of the principal amount outstanding. All Tranche B-2 Term Loans otherwise have substantially the same terms as the Corporation’s term loans outstanding under the Term Loan Facility prior to November 12, 2015. On November 12, 2015, the Corporation’s term loans outstanding prior to the borrowing of the Tranche B-2 Term Loans were subject to repricing under the terms of the Term Loan Credit Agreement and bear interest at a rate of LIBOR plus an applicable margin equal to 3.25% , which represents an increase of 25 basis points. Term Loan Facility Prior to February 7, 2013, loans under the Term Loan Facility bore interest at Company’s election at a rate equal to (i) the highest of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Term Loan LIBOR rate”) and (y) 1.50% , plus, in each case, 3.75% , or (ii) the base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one -month Term Loan LIBOR rate (adjusted for maximum reserves) plus 1.00% per annum and (x) 2.50% , plus, in each case, 2.75% . On February 7, 2013, Corporation, the borrower under the Term Loan Facility, entered into a First Amendment (the “Term Loan Amendment”) to the credit agreement governing the Term Loan Facility (as amended, the “Term Loan Credit Agreement”). Under the Term Loan Amendment, 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. If the effective yield applicable to any new incremental term loans issued under the Term Loan Facility (the “Incremental Term Loans”) exceeds the effective yield on the term loans outstanding prior to the incremental borrowing (the “Initial Term Loans”) by more than 50 basis points, giving effect to original issue discount, if any, the interest rate on the Initial Term Loans will increase to within 50 basis points of the interest rate on the Incremental Term Loans. 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, including repurchases of the Company’s capital stock, investments and acquisitions, repayment of certain junior debt (including the senior notes) or amendments of junior debt documents related thereto and line of business. The negative covenants are subject to the customary exceptions. ABL Facility Prior to February 27, 2013, loans under the ABL Facility bore interest at the Company’s election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“ABL LIBOR rate”), plus an applicable margin that ranges from 2.25% to 2.75% based on the average available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.5% and (z) the one -month ABL LIBOR rate plus 1.0% per annum, plus, in each case, an applicable margin that ranges from 1.25% to 1.75% based on the average available loan commitments. On February 27, 2013, Corporation entered into a First Amendment (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. On February 5, 2015, Corporation entered into a Second Amendment to the ABL Credit Agreement, under which certain lenders under the ABL Facility increased the commitments available to Corporation under the ABL Facility to $550 million The ABL Facility bears a commitment fee that ranges from 0.500% to 0.375% , payable quarterly in arrears, based on the utilization of the ABL Facility. The ABL Facility also bears customary letter of credit fees. As of December 31, 2015, letters of credit outstanding which impact the available credit under the ABL Facility were $140.8 million and the maximum available under the ABL Facility was $409.2 million. These letters of credit primarily secure the Company’s obligations under its captive insurance program. 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, repurchases of the Company’s capital stock, 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, repurchases of the Company’s capital stock, investments, permitted acquisitions and payments or redemptions of junior indebtedness upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30 -day average excess availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default and compliance with a fixed charge coverage ratio of 1.0 to 1.0. In 2013, the Company recorded $5.0 million of debt issuance expense related to the Term Loan Amendment and ABL Amendment. Senior PIK Toggle Notes On October 1, 2012, the Company issued $450 million of Senior PIK Toggle Notes due 2017 (the “PIK Notes”) and used the proceeds from the offering to pay an extraordinary dividend to its stockholders, pay debt issuance costs and make certain payments to members of management with rollover options in the Company. On August 30, 2013, the Company redeemed all of the PIK Notes at a redemption price equal to 102.75% of the aggregate principal amount of the PIK Notes, plus accrued and unpaid interest of $17.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $29.5 million related to premiums and unamortized debt issuance costs from the redemption of the PIK Notes. Senior Unsecured Notes due 2022 On June 18, 2014, Corporation issued $750.0 million of senior unsecured notes due 2022 (“2022 Notes”) the proceeds of which were used to redeem the 2019 Notes and for other general corporate purposes. The Company paid $9.4 million in financing fees to the creditors of the 2022 Notes which was recorded to loss on early debt extinguishment in the second quarter of 2014. The 2022 Notes have a fixed interest rate of 5.125% , payable semi-annually on January 1 and July 1 with the principal due at maturity on July 1, 2022. The 2022 Notes are general unsecured obligations of the Company and are guaranteed by each of the Company’s domestic subsidiaries, except for any of the Company’s subsidiaries subject to regulation as an insurance company, including the Company’s captive insurance subsidiary. The Company may redeem the 2022 Notes, in whole or in part, at any time prior to July 1, 2017, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. The Company may redeem the 2022 Notes, in whole or in part, at any time (i) on and after July 1, 2017 , and prior to July 1, 2018, at a price equal to 103.844% of the principal amount of the 2022 Notes, (ii) on or after July 1, 2018 and prior to July 1, 2019, at a price equal to 102.563% of the principal amount of the 2022 Notes, (iii) on or after July 1, 2019 , and prior to July 1, 2020, at a price equal to 101.281% of the principal amount of the 2022 Notes, and (iv) on or after July 1, 2020, at a price equal to 100.000% of the principal amount of the 2022 Notes, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 1, 2017, the Company at its option may redeem up to 40% of the aggregate principal amount of the 2022 Notes with the proceeds of certain equity offerings at a redemption price of 105.125% , plus accrued and unpaid interest, if any, to the applicable redemption date. The indenture governing the 2022 Notes contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control, the Company is required to make an offer to repurchase all of the 2022 Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the 2022 Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. Debt and capital leases consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, December 31, 2015 2014 Senior unsecured notes due 2022 $ $ Senior secured term loan due 2018 (4.50% as of December 31, 2015 and 4.00% as of December 31, 2014 ) ABL Facility — — Notes due at various dates from 2016 to 2022 with interest rates from 6% to 10% Capital lease obligations due at various dates from 2016 to 2018 Total Less current portion Discount on senior secured term loan Total long-term debt and capital lease obligations $ $ The aggregate amount of minimum payments required on long ‑term debt and capital lease obligations (see Note 17) in each of the years indicated is shown in the table below. Year Amount 2016 $ 2017 2018 2019 2020 Thereafter $ |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | 12. Derivative Instruments and Hedging Activities The Company manages its exposure to changes in market interest rates and fuel prices and, from time to time, uses highly effective derivative instruments to manage well-defined risk exposures. The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties. The Company does not use derivative instruments for speculative purposes. At December 31, 201 5 , 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 $3.16 to $3.58 per gallon . The Company purchases the diesel fuel at the market rate and periodically settles with its counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. The transactions fix the price for a total of 2. 5 million gallons, which represents approximately 18 . 2 % of the Company’s total estimated usage during the periods hedged, through December 2016. The Company recorded, as a component of other comprehensive income (loss) before applicable tax impacts, a liability associated with the fair value of the fuel hedge in the amount of $2.8 million and an asset of $1.4 million as of December 31, 201 5 and 201 4 , respectively. Over the next 12 months, the Company expects to reclassify $2.8 million of deferred loss from accumulated other comprehensive income (loss) as the related fuel hedge transactions mature. Settlement of hedge agreements are included in operating expenses and resulted in net payments to the counterparty of $1.3 million and $0.3 million for t he years ended December 31, 2015 and 2014, respectively, and net receipts from the counterparty of $0.5 million for t he year ended December 31, 201 3 . In October 2011, the Company entered into interest rate swap agreements which mature d on August 31, 2015. The swap agreements were with major financial institutions and effectively convert ed a total of $400 million in variable rate debt to fixed rate debt with an effective rate of 4.49% . There will be no further periodic settlements with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded, as a component of other comprehensive income (loss) before applicable tax impacts, a liability associated with the fair value of the interest rate swap in the amount of $1.5 million as of December 31, 2014. Settlement of interest rate swap agreements are included in interest expense and resulted in net payments to the counterparties of $1.5 million, $2.0 million and $2.0 million for the years ended December 31, 201 5 , 201 4 and 201 4 , respectively. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 13. Changes in Accumulated Other Comprehensive Income (Loss) by Component The following table summarizes the changes in the Company’s AOCI by component for the year s ended December 31, 2015 and 2014 (in thousands). All amounts are after tax. Unrealized holding gains (losses) on Interest rate available-for-sale Fuel hedge swap securities Other Total Balance as of January 1, 2014 $ $ $ $ — $ Other comprehensive income (loss) before reclassifications — Amounts reclassified from accumulated other comprehensive income (loss) — Net current-period other comprehensive income (loss) — Balance as of December 31, 2014 — Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) — Net current-period other comprehensive income (loss) Balance as of December 31, 2015 $ $ — $ $ $ The following table shows the line item on the Consolidated Statements of Operations affected by reclassifications out of AOCI (in thousands): Amount reclassified from AOCI Year-ended December 31, Details about AOCI components 2015 2014 Statements of Operations Gains and losses on cash flow hedges: Fuel hedge $ $ Operating expenses Interest rate swap Interest expense, net Total before tax Tax benefit (expense) $ $ Net of tax Unrealized holding gains (losses) on available-for-sale securities $ $ Realized gains (losses) on investments Total before tax Tax benefit (expense) $ $ Net of tax |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity | |
Equity | 14. Equity Equity Structure and Initial Public Offering On August 19, 2013, the Company completed its initial public offering of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, at a price of $23.00 per share, for an aggregate offering price of $1,110.9 million. The Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters’ discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to CD&R in connection with the termination of the consulting agreement with CD&R (“Consulting Agreement”) which was recorded to “Selling, general and administrative expenses” in the accompanying consolidated statements of operations as o f December 31, 2013, see Note 18 . Net proceeds from the initial public offering were used to (i) redeem in full Holding’s PIK Notes for a total of $479.6 million, which included a call premium pursuant to the indenture governing the PIK Notes and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company’s captive insurance subsidiary for a total of $356.5 million, which included a call premium pursuant to the indenture governing the 2019 Notes and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes including, among other things, repayment of indebtedness and acquisitions. On each of February 5, 2014 , and July 10, 2014, the Company registered the offering and sale of 27,500,000 shares of common stock, and an additional 4,125,000 shares of common stock, upon the underwriters’ exercise of their overallotment option in each offering, which were sold by certain stockholders of the Company, including investment funds sponsored by, or affiliated with CD&R Affiliates , to the underwriters at $30.50 per share and $34.00 per share, respectively, less an underwriting discount. On September 30, 2014, the Company registered the offering and sale of 17,500,000 shares of common stock by certain stockholders of the Company, including the CD&R Affiliates, to the underwriter at $34.97 per share. Additionally, on March 5, 2015, the Company registered the offering and sale of 50,857,145 shares of common stock by CD&R Affiliates, which constituted the remaining shares beneficially owned by them, to the underwriter at $36.25 per share, less an underwriting discount. The underwriters in these selling stockholder transactions offered the shares to the public from time to time at prevailing market prices or at negotiated prices. The Company did not receive any of the proceeds from the sale of the shares sold by the selling stockholders in these transactions, including any shares sold pursuant to any exercise of the underwriters’ overallotment option. Common Stock Holders of Common Stock are entitled: · To cast one vote for each share held of record on all matters submitted to a vote of the stockholders; · To receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and · Upon the Company’s liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock. The Company’s ability to pay dividends on its Common Stock is subject to its subsidiaries’ ability to pay dividends, which is in turn subject to the restrictions set forth in the Senior Secured Credit Facilities and the indentures governing the 2022 Notes. Preferred Stock Under the Company’s amended and restated certificate of incorporation, the Company’s Board of Directors has the authority, without further action by its stockholders, to issue up to 200,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. Share Repurchase Program On October 21, 2015, the Company’s board of directors authorized a share repurchase program of up to $500 million of the Company’s common stock. Purchases under the share repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors including compliance with the Company’s debt covenants. The Company may elect not to purchase the maximum amount of shares allowable under this program. The Company expects to fund its repurchase program from operating cash flows and new borrowings as needed. The timing of share repurchases depends upon marketplace conditions and other factors. The share repurchase authorization has no expiration. As of December 31, 2015, the Company had not repurchased any shares under its share repurchase program. |
Retirement Plans and Employee B
Retirement Plans and Employee Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Retirement Plans and Employee Benefits | |
Retirement Plans and Employee Benefits | 1 5. Retirement Plans and Employee Benefits Defined Benefit Pension Plan Rural/ Metro Pension Plan Acquired as part of the Company’s acquisit ion of Rural/ Metro on October 28 , 2015, the Company provides a defined benefit pension plan (the “Pension Plan”) that covers eligible employees of one of Rural/ Metro’s subsidiaries, primarily those covered by colle ctive bargaining arrangements. Eligibility is achieved upon the comp letion of one year of service. Participants become fully vested in their accrued benefit after the completion of five years of service. The Company’s general funding policy is to make annual contributions to the Pension Plan as required by the Employee Retirement Income Security Act. The Company did not make any contributions during the period from the acquisition date of Rural/ Metro of October 28 , 2015 , to December 31, 2015. The following table shows a reconciliation of changes in the Pension Plan’s benefit obligation and plan assets for the period from October 28 , 2015 , to December 31, 2015: Change in benefit obligation: Benefit obligation as of acquisition date of Rural/ Metro of October 28, 2015 $ Service costs Interest costs Plan participants' contributions Benefits paid Actuarial (gain) loss Benefit obligation at December 31, 2015 $ Change in plan assets: Fair value of plan assets as of acquisition date of Rural/ Metro of October 28, 2015 Actual return on plan assets Employer contributions — Benefits paid Plan participants' contributions Fair value of plan assets at December 31, 2015 $ Funded status at December 31, 2015 $ Amounts recognized in the consolidated balance s heet s totaling $21.7 million as of December 31, 2015 , were classified as other long-term liabilities . Amounts in accumulated other comprehensive income (loss), before income taxes, that have not been recognized as net periodic benefit cost as of December 31, 2015 , consist of $0.6 million of accumulated net actuarial gains . The accumulated benefit obligation for the Pension Plan was $37.5 million as of December 31, 2015. Amortization of the net actuarial gain or loss resulting from experience different from that assumed and from changes in assumptions is included as a component of Net Periodic Benefit Cost or Income for each year. If, at the beginning of the year, that net gain or loss exceeds 10% of the greater of the projected benefit obligation and the market-related value of plan assets, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plan. The components of net periodic benefit cost and other amounts recognized as comprehensive ( loss ) income during the period from October 28 , 2015 to December 31, 2015 , are as follows (in thousands): Net periodic benefit cost: Service cost $ Interest cost Expected return on plan assets Net periodic benefit cost $ Other changes in plan assets and benefit obligations recognized as other comprehensive loss (income) Net gain Net gain recognized during the period — Total recognized in other comprehensive loss (income) $ Total recognized as net periodic benefit cost and other comprehensive loss (income) $ The assumptions used to determine the Company’s benefit obligation were as of December 31, 2015: Discount rate Rate of increase in compensation levels The new mortality tables (RP-2015) and mortality improvement scale (MP-2015) issued during October 2015 by the Society of Actuaries were utilized in determining the Company’s benefit obligation as of December 31, 2015. The assumptions used to determine the Company’s net periodic benefit co st for the period from October 28 , 2015 , to December 31, 2015 , were: Discount rate Rate of increase in compensation levels Expected long-term rate of return on assets In developing the expected long-term rate of return assumption, the Company evaluated the outputs of financial models designed to simulate results under multiple investment scenarios and to estimate long-term investment returns based on the Pension Plan’s asset allocation. Expected return on plan assets is determined using the fair value of plan assets. The Company’s Pension Plan target and actual asset allocation as of December 31, 2015 , by asset category are shown below: Target Actual Allocation Allocation Asset allocation: Equity securities % - % % Debt securities % - % % Real estate % - % % Total 100.0% % The Company invests in a diversified portfolio to ensure that adverse or unexpected results from a security class will not have a detrimental impact on the entire portfolio. The portfolio is diversified by asset type, performance and risk characteristics, and number of investments. Asset classes and ranges considered appropriate for investment of the Pension Plan’s assets are determined by the Pension Plan’s investment committee. The asset classes include domestic and foreign equities, emerging market equities, domestic and foreign investment grade and high-yield bonds and domestic real estate. The Company has adopted the fair value pro visions (as described in Note 2) for the plan assets. The Company categorizes plan assets wi thin a three- level fair value hierarchy. The fair values of the Pension Pl an assets as December 31, 2015 , by asset class were as follows (in thousands): Description Level 1 Level 2 Level 3 Total Assets: Equity securities $ $ $ — $ Debt securities — Real estate — Total equity securities $ $ $ $ The real estate balance classified as a Level 3 liability has decreased approximately $0.1 million since October 28, 2015 as a result of net purchases and sales during the period ended December 31, 2015. The Company does not expect to contribute to the Pension Plan during 2016. Future benefit payments expected to be made from Pension Plan assets are summarized below by year (in thousands): Expected benefit payments: 2016 $ 2017 2018 2019 2020 2021-2025 Other Pension Plans SEA has a p ension p lan (the “SEA Plan”) with $10.1 million in accumulated benefit obligations as of the acquisition date. The SEA P lan was frozen at acquisition. The SEA Plan is fully funded, with both investments and escrow funds set-aside to cover any shortfall of the investments in covering the liabilities upon liquidation. The Company received a favorable determination l etter from the IRS dated February 2, 2016 , and anticipates that the liquidation of the SEA Plan will be completed in the first quarter of 2016. At December 31, 2015, the SEA Plan assets and liabilities are netted in the Company’s consolidated balance sheets . NTEP has a pension p lan (the “NTEP Plan”) with $2.8 million in accumulated benefit obligations as of the acquisition date. The NTEP P lan was frozen and is in the process of being terminated with the IRS. The NTEP Plan is fully funded, with both investments and escrow funds set-aside to cover any shortfall of the investments in covering the liabilities upon liquidation. The Company anticipates that the NTEP Plan will be termi nated and liquidated in 2016. At December 31, 2015, the NTEP Plan assets and liabilities are netted in the Company’s consolidated balance sheets . Other Postemployment Benefits The Company maintains two 401(k) plans (the “401(k) Plans”) and a money purchase plan, collectively “the Plans”, for its employees and employees of certain subsidiaries who meet the eligibility requirements set forth in the Plans. The money purchase plan is frozen to new participants. Employees may contribute a maximum of 40% of their compensation each year up to the annual limit established by the Internal Revenue Service ($18,000 in 201 5 ). The 401(k) Plans provide a 50% match on up to 6% of eligible compensation. The Company’s contributions to the Plans were $14.1 million, $12.9 million and $9.3 million for the years ended December 31, 201 5 , 201 4 and 201 3 , respectively. Contributions are included in compensation and benefits in the accompanying consolidated statements of operations. EmCare serves as Plan Administrator on a qualified retirement plan established in March 1998 called the Associated Physicians’ Retirement Plan (the “Plan”). This plan provides retirement benefits to employed physicians and clinicians in the professional corporations that have adopted this multiple employer plan. Eligible employees may immediately elect to contribute 1% to 25% of their annual compensation on a tax ‑deferred basis subject to limits established by the Internal Revenue Service through the 401(k) component of the Plan. The Plan also has a separate component that allows participants the ability to make a one ‑time irrevocable election to reduce their annual compensation up to 20% in exchange for a contribution made to their retirement account from their respective employer company. Total contributions from the subscribing employers were $4.3 million , $2.9 million and $2.0 million for the years ended December 31, 201 5 , 201 4 and 201 3 , respectively. Employee Stock Purchase Plan and Provider Stock Purchase Plan Beginning on May 1, 2015, the Company’s employees may participate in the Envision Healthcare Holdings, Inc. 2015 Employee Stock Purchase Plan (“the ESPP”), pursuant to which the Company is authorized to issue up to 1.2 million shares of common stock. Substantially all full-time employees who have been employed by the Company for at least 60 days prior to the offering period are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. Beginning on May 1, 2015, certain individuals that provide clinical services for the Company and its subsidiaries or professional association affiliates may participate in the Envision Healthcare Holdings, Inc. 2015 Provider Stock Purchase Plan (“the PSPP”), pursuant to which the Company is authorized to issue up to 1.2 million shares of common stock. All active service providers that customarily work more than 120 hours per month and have provided at least 240 hours of service prior to the relevant offering period are eligible to participate in the PSPP. Provider stock purchases are made through paycheck deductions. Under the terms of both the ESPP and PSPP, employees and service providers may not deduct an amount which would permit such employee or service provider to purchase the Company’s capital stock under all of the Company’s stock purchase plans at a rate which would exceed $25,000 in fair value of capital stock in any offering period. The purchase price of the stock is 90% of the closing price of the common stock on the last trading day of the offering period. During the year ended December 31, 2015, employee and provider purchases of common stock through the ESPP and PSPP totaled approximately 0.2 million shares. |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Equity Based Compensation | |
Equity Based Compensation | 1 6 . Equity Based Compensation Omnibus Incentive Plan Upon completion of the Company’s initial public offering, the previous stock compensation plan (“Stock Compensation Plan”) terminated and the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”) was adopted pursuant to which options and awards with respect to a total of 16,708,289 shares of Common Stock are available for grant. As of December 31, 2015, a total of 16,376,956 shares remained available for grant under the Omnibus Incentive Plan. Awards under the Omnibus Incentive Plan include both performance and non-performance based awards. As of December 31, 201 5 , no grants of performance based awards under the Omnibus Incentive Plan had been made. Options are granted with exercise prices equal to the fair value of the Company’s common stock at the date of grant. No participant may be granted in any calendar year awards covering more than 2.5 million shares of Common Stock or 1.5 million performance awards up to a maximum dollar value of $5.0 million. Non-performance based awards have time-based vesting and performance-based awards vest upon achievement of certain company-wide objectives. All options have 10 year terms. Equity Based Compensation A compensation charge of $6.6 million, $5.1 million and $4.2 million was recorded during the years ended December 31, 201 5 , 201 4 and 201 3 , respectively, in “Selling, general and administrative expenses” included in the accompanying consolidated statements of operations. The Company realized approximately $39.1 million and $46.2 million of tax benefits from stock awards exercised during the year s ended December 31, 201 5 and 2014, respectively, and less than $1.0 million of tax benefits from stock awards exercised during the year ended December 31, 2013. Equity Award Activity Stock option activity for the year ended December 31, 2015 was as follows (in thousands): Weighted Average Weighted Class A Exercise Aggregate Average Shares Price Intrinsic Value Remaining Life Outstanding at beginning of year $ $ 6.3 years Granted Exercised Expired Forfeited Outstanding at end of year 5.5 years Exercisable at end of year $ $ 5.4 years In August 2011, the non ‑employee directors of the Company, other than the Chairman of the Board, were given the option to defer a portion of their director fees and receive it in the form of restricted stock units (“RSUs”). These RSUs are fully vested when granted. All other grants of RSUs have time based vesting. The Company grante d 54,272 RSUs during the year ended December 31, 2015, with a weighted average market price of $34.98 . The Company granted 45,370 RSUs during the year ended December 31, 2014 , with a weighted average market price of $33.32 . The Company granted 23,623 RSUs during the year ended December 31, 2013 , with a weighted average market price of $7.3 9 . Valuation The fair value of each stock option award is estimated on the grant date, using the Black ‑Scholes valuation model with the following assumptions indicated in the below table. The volatility assumptions were based on the historical stock volatility of the Company, the stock volatility of publicly traded peer companies and in consultation with a valuation specialist. 2015 2014 2013 Volatility % % - 35% Risk free rate - 1.92% - 2.17% - 1.56% Expected dividend yield % % % Expected term of options in years - 6.3 - 7.0 The weighted average fair values of stock options granted during 2015 and 2014 were $12.96 and $11.03 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $103.7 million and $115.0 million, respectively. As of December 31, 2015 , total unrecognized compensation cost related to unvested stock awards was $1.6 million which will be recognized over the weighted average remaining vesting life of approximately 1.0 year. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Commitments and Contingencies Lease Commitments The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $56.8 million, $45.7 million and $44.8 million for the years ended December 31, 2015, 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. Future commitments under non ‑cancelable capital and operating leases for premises, equipment and other recurring commitments are as follows (in thousands): Operating Capital Leases & Leases Other Year Ended December 31, 2016 $ $ 2017 2018 2019 2020 Thereafter $ Less imputed interest Total capital lease obligations Less current portion Long-term capital lease obligations $ Services The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kickback or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government agencies in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the proceedings described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company. Like other ambulance companies, AMR has provided discounts to its healthcare facility customers (nursing homes and hospitals) in certain circumstances. The Company has attempted to comply with applicable law where such discounts are provided. During the first quarter of fiscal 2004, the Company was advised by the U.S. Department of Justice (“DOJ”) that it was investigating certain business practices at AMR. The specific practices at issue were (i) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (ii) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (iii) whether discounts in violation of the federal Anti ‑Kickback Statute were provided by AMR in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government alleged that certain of AMR’s hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti ‑Kickback Statute. The Company negotiated a settlement with the government pursuant to which the Company paid $9 million and obtained a release of all claims related to such conduct alleged to have occurred in Texas in periods prior to 2002. In connection with the settlement, AMR entered into a Corporate Integrity Agreement (“CIA”) which was effective for a period of five years beginning September 12, 2006, and which was released in February 2012. In July 2011, AMR received a subpoena from the Civil Division of the U.S. Attorney’s Office for the Central District of California (“USAO”) seeking certain documents concerning AMR’s provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the OIG, was investigating whether AMR violated the federal False Claims Act and/or the federal Anti ‑Kickback Statute in connection with AMR’s provision of ambulance transport services within the City of Riverside. The California Attorney General’s Office conducted a parallel state investigation for possible violations of the California False Claims Act. In December 2012, AMR was notified that both investigations were concluded and that the agencies had closed the matter. There were no findings made against AMR, and the closure of the matter did not require any payments from AMR. Letters of Credit As of December 31, 2015 and 2014, the Company had $140.8 million and $112.3 million, respectively, in outstanding letters of credit. Other Legal Matters In December 2006, AMR received a subpoena from the U.S. Department of Justice (“DOJ”). The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. The Company produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern. The Company reviewed the information provided by the government and provided its response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a Corporate Integrity Agreement (“CIA”) with the Office of Inspector General of the Department of Health and Human Services (“OIG”) in connection with this matter. Under the terms of the settlement, AMR paid $2.7 million to the federal government. In connection with the settlement, the Company entered into a CIA with a five -year period beginning May 20, 2011. Pursuant to this CIA, the Company is required to maintain a compliance program, which includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for its billing operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events. The Company entered into the settlement in order to avoid the uncertainties of litigation, and has not admit ted any wrongdoing. In May 2013 a subsidiary of the Company entered into an agreement to divest substantially all the assets underlying AMR’s services in New York, although the obligations of the Company’s compliance program will remain in effect following the expected divestiture. The divesture was completed on July 1, 2013. Four different putative class action lawsuits were 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. While certification of the rest period claims in the consolidated Karapetian/ Aguilar case was denied , the Court certified classes 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 rounding policy, and that AMR has an unlawful practice of setting rates for those employees. On October 13, 2015, the Court decertified all classes in the Karapetian/ Aguilar case, a decision that is being appealed. In the Banta case, 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 has indicated that it intend s to dismiss that claim as AMR’s policy complies with a recent Court of Appeals decision. In the Bartoni case, the Court denied certification on the meal and rest period claims of all unionized employees in Northern California, a decision that is being appealed; while the Court certified a class on the overtime claims, plaintiffs’ counsel stipulated to decertify and dismiss those claims as AMR’s policy complies with a recent Court of Appeals decision. The Company is unable at this time to estimate the amount of potential damages, if any. Merion Capital, L.P. (“Merion”), a former stockholder of Corporation, filed an action in the Delaware Court of Chancery seeking to exercise its right to appraisal of its holdings in Corporation prior to the Merger. During the year ended December 31, 2013, the Company expensed $8.4 million of legal settlement costs and $1.9 million of interest. On April 15, 2013, the Company paid $52.1 million in a settlement of Merion’s appraisal action, in which Merion agreed to release its claims against the Company. $13.7 million of this payment is included in cash flows from operations and $38.3 million is included in cash flows from financing activities on the statements of cash flows for the year ended December 31, 2013. In September 2009 a qui tam action was filed against Rural/Metro in the U. S. District Court for the Northern District of Alabama. The complaint alleged that Rural/Metro had falsified Medicare required documents and billed Medicare and Medicaid improperly for ambulance services. The federal government intervened in the lawsuit on March 14, 2011 , and on June 14, 2012, Rural/Metro entered into a settlement agreement with the DOJ and plaintiff, agreeing to pay $5.5 million to the federal government. In connection with this settlement, Rural/Metro entered into a CIA with the OIG (the “Rural/Metro CIA”), which requires it to maintain a compliance program. This program includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for Rural/Metro’s billing operations, review by an independent review organization and reporting of certain reportable events. The term of the Rural/Metro CIA is five years and is set to expire in June 2017. On October 28, 2015, the Company completed its acquisition of Rural/Metro. On December 10, 2012, an OIG subpoena was served on Mercy Hospital, Buffalo, New York, requesting documents related to interfacility specialty care transports provided by Rural/Metro’s Buffalo division. Rural/Metro provided responsive documents. On April 14, 2014, the Rural/Metro received a second subpoena from the DOJ, Western District of New York requesting additional information. The investigation was subsequently expanded to include Rural/Metro’s Kentucky market. Rural/Metro is cooperating with the government and is in the process of providing additional responsive documents. The Company is unable to determine the potential impact that will result from this investigation. 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 be primarily focused on EmCare’s contracts for services at hospitals that are affiliated with Health Management Associates, Inc. (“HMA”). 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 were unsealed; the Company is a named defendant in two of these lawsuits (the “HMA 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, intervened in these matters as they relate to the Company. The Company has been engaged in dialogue with the relevant federal government representatives in an effort to reach a resolution of this matter. As the Company and these government representatives have made significant progress towards resolution of these matters, the Company recorded a reserve of $30.0 million based on the Company’s estimates of probable exposure resulting from the HMA Lawsuits. The reserve has been included in restructuring and other charges in the Company’s statements of operations for the year ended December 31, 2015. On February 14, 2013, EmCare received a subpoena from the OIG requesting documents and other information relating to EmCare’s relationship with Community Health Services, Inc. (“CHS”). The Company is cooperating with the government during its investigation, has provided responsive documents, and is engaged in a meaningful dialogue with the relevant government representatives regarding additional requests. At this time, the Company is unable to determine the potential impact, if any, that will result from these investigations. In November 2013, AMR received a subpoena from the New Hampshire Department of Insurance (the “Department”) directed to American Medical Response of Massachusetts, Inc. The subpoena requested documents relating to ambulance services provided to approximately 150 patients residing in the state of New Hampshire who had been involved in motor vehicle accidents and who were ultimately transported by AMR. In addition, the subpoena requested information relating to any agreements for reimbursement between AMR and Progressive Insurance. The Company cooperated with the Department during its investigation and, in March 2014, it was notified that the investigation was concluded and closed without further action by the Department. On January 8, 2015, the U.S. Attorney’s Office for the District of Arizona issued a Civil Investigative Demand (“CID”) for copies of documents pertaining to ambulance transports provided by Rural/ Metro in its San Diego and Arizona markets. The CID does not provide any information regarding specific allegations or claims made by the government. Rural/ Metro is cooperating with the government during its investigation and has provided responsive documents. The Company is unable to determine the potential impact, if any, that will result from this investigation. On March 27, 2015, OIG issued a Request for Information or Assistance to Rural/ Metro relating to its Arvada, Colorado location. The request does not indicate any specific allegation against Rural/ Metro. Rural/ Metro is cooperating with the government during its investigation and has provided responsive documents. The Company is involved in other litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | 18. Related Party Transactions CD&R Affiliates Stockholders Agreement In connection with the Company’s initial public offering in August of 2013, 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 nominees for the Company’s board, subject to the maintenance of specified ownership requirements. Following the CD&R Affiliates’ disposition of their remaining shares of the Company’s common stock in a registered secondary offering, on March 11, 2015, the Stockholders Agreement terminated pursuant to its terms and, as a result, the CD&R Affiliates are no longer entitled to designate directors for nomination as of such date. 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 granted the CD&R Affiliates specified demand and piggyback registration rights with respect to the Company’s common stock. Upon the CD&R Affiliates’ disposition of the remaining shares of the Company’s common stock beneficially owned by them in a registered secondary offering, on March 11, 2015 , the Registration Rights Agreement terminated pursuant to its terms. Indemnification Agreements In connection with the closing of the Merger, the Company entered into separate indemnification agreements with CD&R and CD&R Affiliates (the “CD&R Entities”). Under the indemnification agreement with the CD&R Entities, the Company, subject to certain limitations, agreed to indemnify the CD&R Entities and certain of their affiliates against certain liabilities arising out of performance of the Company’s consulting agreement with CD&R, which was terminated in 2013, and certain other claims and liabilities. Employment agreements with certain of the Company’s executive officers 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 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 agreed 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 permitted by law. Other Transactions In connection with the closing of the Merger, Holding and Corporation entered into separate indemnification agreements with each of Richard J. Schnall, Ronald A. Williams, William A. Sanger, and Kenneth A. Giuriceo as the directors of Holding and Corporation. Under the indemnification agreements with the directors of Holding and Corporation, Holding and Corporation, subject to certain limitations, jointly and severally agreed to indemnify the directors against certain liabilities arising out of service as a director. The executive employment agreements include indemnification provisions whereby the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted. In connection with the Company’s initial public offering, the Company entered into new indemnification agreements with each of its directors. On November 11, 2013, the Company entered into an indemnification agreement with Mark V. Mactas. Under these agreements, the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entities | |
Variable Interest Entities | 19. Variable Interest Entities GAAP requires the assets, liabilities, noncontrolling interests and activities of Variable Interest Entities (“VIEs”) to be consolidated if an entity’s interest in the VIE has a controlling financial interest. Under the Variable Interest Model, a controlling financial interest is determined based on which entity, if any, has i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and ii) the obligations to absorb the losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. For all consolidated VIEs, the Company is not contractually obligated to fund losses, if an y, in excess of its investment. AHAH-Evolution JV Evolution Health, LLC (“Evolution”), included within the EmCare segment, entered into an agreement in 2014 with Ascension Health to form an entity which would provide home health, hospice, and home infusion therapy pharmacy services to patients (“AHAH-Evolution JV”). AHAH-Evolution JV began providing services to patients during the first quarter of 2015 and meets the definition of a VIE. The Company determined that, although Evolution holds 50% v oting control, Evolution is the primary beneficiary and must consolidate this VIE because: · Evolution provides management services to AHAH-Evolution JV including providing comprehensive management oversight, operational reporting guidelines, recruiting, credentialing, billing, payroll, accounting, and other various administrative services and therefore substantially all of AHAH-Evolution JV’s activities involve Evolution; and · as payment for management services, Evolution is entitled to receive a variable management fee from AHAH-Evolution. The following table summarizes the AHAH-Evolution JV assets and liabilities as of December 31, 2015, which are included in the Company’s consolidated financial statements (in thousands): December 31, 2015 Current assets $ Current liabilities During the year ended December 31, 2015, cash contributions of $0.1 million were made to AHAH-Evolution JV by either of the parties for working capital requirements. UHS-EmCare JV EmCare entered into an agreement in 2014 with Universal Health Services, Inc. to form an entity which would provide physician services to various healthcare facilities (“UHS-EmCare JV”). UHS-EmCare JV began providing services to healthcare facilities during the second quarter of 2014 and meets the definition of a VIE. The Company determined that, although EmCare holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: · EmCare provides management services to UHS-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of UHS-EmCare JV’s activities involve EmCare; and · as payment for management services, EmCare is entitled to receive a variable management fee from UHS-EmCare JV. The following table summarizes the UHS-EmCare JV assets and liabilities as of December 31, 2015, which are included in the Company’s consolidated financial statements (in thousands): December 31, December 31, 2015 2014 Current assets $ $ Current liabilities During the year ended December 31, 2015, there were no cash contributions made to UHS-EmCare JV by either of the parties for working capital requirements. During the year ended December 31, 2014, cash contributions of $0.3 million were made to UHS-EmCare JV by each of the parties for working capital requirements. HCA-EmCare JV EmCare entered into an agreement in 2011 with an indirect wholly-owned subsidiary of HCA Holdings Inc. to form an entity which would provide physician services to various healthcare facilities (“HCA-EmCare JV”). HCA-EmCare JV began providing services to healthcare facilities during the first quarter of 2012 and meets the definition of a VIE. The Company determined that, although EmCare only holds 50% voting control, EmCare is the primary beneficiary and must consolidate this VIE because: · EmCare provides management services to HCA-EmCare JV including recruiting, credentialing, scheduling, billing, payroll, accounting and other various administrative services and therefore substantially all of HCA-EmCare JV’s activities involve EmCare; and · as payment for management services, EmCare is entitled to receive a base management fee from HCA-EmCare JV as well as a bonus management fee. The following is a summary of the HCA-EmCare JV assets and liabilities as of December 31, 2014 and 2013, which are included in the Company’s consolidated financial statements (in thousands): December 31, December 31, 2015 2014 Current assets $ $ Current liabilities During the year ended December 31, 2015, there were no cash contributions made to HCA-EmCare JV by either of the parties for working capital requirements. During the years ended December 31, 201 4 and 2013 , cash contributions of $1.0 million and $3.0 million, respectively, were made to HCA-EmCare JV by each of the parties for working capital requirements. |
Insurance
Insurance | 12 Months Ended |
Dec. 31, 2015 | |
Insurance | |
Insurance | 20. Insurance Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims util izing policies with both fully ‑ insured and self ‑insured components. T his includes the use of an off ‑ shore captive insurance program through a wholly ‑owned subsidiary for certain professional (medical malpractice), auto, workers’ compensation and general liability programs for both EmCare and AMR. In those instances where the Company has obtained third ‑party insurance coverage, the Company normally retains liability for the first $1 to $3 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 201 5 . The Company establishes reserves for claims based upon an assessment of claims reported and claims incurred but not reported. The reserves are established based on consultation with third ‑party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims, other than general liability claims, are discounted at a rate of 1.5% . General liability claims are not discounted. Provisions for insurance expense included in the statements of operations include annual provisions determined in consultation with third ‑party actuaries and premiums paid to third ‑party insurers. The table below summarizes the non ‑health and welfare insurance reserves included in the accompanying balance sheets (in thousands): Accrued Liabilities Insurance Reserves Total Liabilities December 31, 2015 Automobile $ $ $ Workers compensation General/Professional liability $ $ $ December 31, 2014 Automobile $ $ $ Workers compensation General/Professional liability $ $ $ The changes to the Company’s estimated losses under self ‑insured programs were as follows (in thousands): Year ended December 31, 2015 2014 2013 Balance, beginning of period $ $ $ Expense for current period reserves Unfavorable (favorable) changes to prior reserves Changes in losses covered by commercial insurance programs — Increase in reserves from acquisitions — Payments for claims Balance, end of period Discount factor Undiscounted reserve, end of period $ $ $ The following table reflects a summary of expected future claim payments relating to non ‑health and welfare insurance reserves (in thousands): Year Amount 2016 $ 2017 2018 2019 2020 Thereafter Total $ |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Segment Information | 21. 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 reportable 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, tele-radiology 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, transaction costs related to acquisition activity, related party management fees, restructuring and other charges, severance and related costs, adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes, and depreciation and amortization expense (“Adjusted EBITDA”) is the measure of profit and loss that the CODM uses to assess performance and make decisions. Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded from Adjusted EBITDA are significant components in understanding and assessing the Company’s financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in the Company’s financial statements as an indicator of financial performance. Since Adjusted EBITDA is not a measure determined to be in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see Note 2). The Company’s reportable operating segment results were as follows (in thousands): Year-ended December 31, 2015 2014 2013 Facility-Based and Post-Acute Care Physician Services Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures Healthcare Transportation Services Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures Segment Totals Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): Year Ended December 31, 2015 2014 2013 Net income (loss) $ $ $ Add-back of non-operating expense (income): Interest expense, net Income tax expense (benefit) Loss on early debt extinguishment — Realized losses (gains) on investments Interest income from restricted assets Equity in earnings of unconsolidated subsidiary Other expense (income), net Corporate operating expense — — Income from operations — segment totals Add-back of operating expense (income): Depreciation and amortization expense Restructuring and other charges Severance and related costs — — Net (income) loss attributable to noncontrolling interest Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes — Interest income from restricted assets Equity-based compensation expense Transaction costs — Related party management fees — — Adjusted EBITDA — segment totals Corporate operating expense — — Adjusted EBITDA $ A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows as of December 31 (in thousands): December 31, December 31, 2015 2014 Segment total identifiable assets $ $ Corporate cash Other corporate assets Total identifiable assets $ $ Other corporate assets principally consist of property, plant and equipment, and other assets. Year Ended December 31, 2015 2014 2013 (in thousands) Segment total capital expenditures $ $ $ Corporate capital expenditures Total capital expenditures $ $ $ Collective Bargaining Agreements Approximately 45% of AMR employees are represented by 70 active collective bargaining agreements. There are 29 operational locations representing approximately 4,160 employees currently in the process of negotiations or will be subject to negotiation in 2016. In addition, 18 collective bargaining agreements, representing approximately 2,540 employees will be subject to negotiations in 2017. While the Company believes it maintains a good working relationship with its employees, the Company has experienced some union work actions. The Company does not expect these actions to have a material adverse effect on its ability to provide service to its patients and communities. Major Customers One customer, Hospital Corporation of America, comprised 24.1% , 27.5% , and 21.7% of EmCare’s total net revenue as of December 31, 2015, 2014 and 2013, respectively. No other customer (including all facility contracts under a single hospital system) comprised more than 10% of consolidated total net revenue. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | 22. Valuation and Qualifying Accounts Allowance for Allowance for Total Accounts Contractual Uncompensated Receivable Discounts Care Allowances (in thousands) Balance at January 1, 2013 $ $ $ Additions Reductions Balance as of December 31, 2013 Additions Reductions Balance as of December 31, 2014 Additions Reductions Balance as of December 31, 2015 $ $ $ |
Consolidating Financial Informa
Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Consolidating Financial Information | |
Consolidating Financial Information | 2 3 . Consolidating Financial Information Pursuant to the indenture governing the 2022 Notes, so long as any of the 2022 Notes are outstanding, the Company is required to provide condensed consolidating financial information with a separate column for (i) the Company and its subsidiaries (other than Corporation and its subsidiaries) on a combined basis, (ii) Corporation and its subsidiaries, (iii) consolidating adjustments on a combined basis, and (iv) the total consolidated amount. The consolidating adjustments column represents the elimination of any intercompany activity between EVHC (excluding Corporation and its subsidiaries) and Corporation. Consolidating Balance Sheet As of December 31, 2015 (in thousands) EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Assets Current assets: Cash and cash equivalents $ $ $ — $ Insurance collateral — — Trade and other accounts receivable, net — — Parts and supplies inventory — — Prepaids and other current assets Total current assets Property, plant, and equipment, net — — Intangible assets, net — — Insurance collateral — — Goodwill — — Other long-term assets Investment in wholly owned subsidiary — — Total assets $ $ $ $ Liabilities and Equity Current liabilities: Accounts payable $ $ $ — $ Accrued liabilities — Current deferred tax liabilities — — Current portion of long-term debt and capital lease obligations — — Total current liabilities Long-term debt and capital lease obligations — — Long-term deferred tax liabilities — Insurance reserves — — Other long-term liabilities — — Total liabilities Equity: Common stock — — Preferred stock — — — — Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Envision Healthcare Holdings, Inc. equity Noncontrolling interest — — Total equity Total liabilities and equity $ $ $ $ Consolidating Balance Sheet As of December 31, 2014 (in thousands) EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Assets Current assets: Cash and cash equivalents $ $ $ — $ Insurance collateral — — Trade and other accounts receivable, net — — Parts and supplies inventory — — Prepaids and other current assets Total current assets Property, plant, and equipment, net — — Intangible assets, net — — Long-term deferred tax assets — — Insurance collateral — — Goodwill — — Other long-term assets — — Investment in wholly owned subsidiary — — Total assets $ $ $ $ Liabilities and Equity Current liabilities: Accounts payable $ $ $ — $ Accrued liabilities — Current deferred tax liabilities — Current portion of long-term debt and capital lease obligations — — Total current liabilities Long-term debt and capital lease obligations — — Long-term deferred tax liabilities — Insurance reserves — — Other long-term liabilities — — Total liabilities Equity: Common stock — — Preferred stock — — — — Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Envision Healthcare Holdings, Inc. equity Noncontrolling interest — — Total equity Total liabilities and equity $ $ $ $ Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2015 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — — Insurance expense — — Selling, general and administrative expenses — — Depreciation and amortization expense — — Restructuring and other charges — — Income (loss) from operations — — Interest income from restricted assets — — Interest expense, net — — Realized gains (losses) on investments — — Other income (expense), net — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2014 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — — Insurance expense — — Selling, general and administrative expenses — — Depreciation and amortization expense — — Restructuring and other charges — — Income from operations — — Interest income from restricted assets — — Interest expense, net — — Realized gains (losses) on investments — — Other income (expense), net — Loss on early debt extinguishment — — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2013 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — Insurance expense — — Selling, general and administrative expenses — Depreciation and amortization expense — — Restructuring and other charges — — Income from operations — Interest income from restricted assets — — Interest expense, net — Realized gains (losses) on investments — — Other income (expense), net — — Loss on early debt extinguishment — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) — Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ Condensed Consolidating Statement of Cash Flows (in thousands) Year Ended December 31, 2015 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Borrowings under the Term Loan — Borrowings under the ABL Facility — Repayments of the Term Loan — Repayments of the ABL Facility — Debt issuance costs — Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan — Excess tax benefits from equity-based compensation — Contributions from noncontrolling interest, net — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents — Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ Condensed Consolidating Statements of Cash flow (in thousands) Year Ended December 31, 2014 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Borrowings under the ABL Facility — Proceeds from issuance of senior notes — Repayments of the Term Loan — Repayments of the ABL Facility — Repayments of senior notes — Payment for debt extinguishment premiums — Debt issuance costs — Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan — Excess tax benefits from equity-based compensation — Shares repurchased for tax withholdings — Contributions from noncontrolling interest, net — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ Condensed Consolidating Statements of Cash Flows (in thousands) Year Ended December 31, 2013 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Issuance of common stock Borrowings under the Term Loan — Borrowings under the ABL Facility — Repayments of the Term Loan — Repayments of the ABL Facility — Repayments of PIK Notes and senior notes Payment for debt extinguishment premiums Dividend paid — Debt issuance costs Equity issuance costs — Excess tax benefits from equity-based compensation — Contributions from noncontrolling interest, net — Payment of dissenting shareholder settlement — Net change in bank overdrafts — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information (unaudited) | |
Quarterly Financial Information (unaudited) | 2 4. Quarterly Financial Information (unaudited) The following tables summarize unaudited results for each quarter in the years ended December 31, 2015 and 2014 (in thousands, except per share amounts). 2015 For the quarter ended March 31, June 30, September 30, December 31, Net revenue $ $ $ $ Income from operations Net income (loss) Net income (loss) attributable to Envision Healthcare Holdings, Inc. Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic Diluted 2014 For the quarter ended March 31, June 30, September 30, December 31, Net revenue $ $ $ $ Income from operations Net income (loss) Net income (loss) attributable to Envision Healthcare Holdings, Inc. Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic Diluted |
Schedule II - Registrant's Cond
Schedule II - Registrant's Condensed Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II - Registrant's Condensed Financial Statements | |
Schedule II - Registrant's Condensed Financial Statements | Schedule I— Registrant’s Condensed Financial Statements Envision Healthcare Holdings, Inc. Parent Company Only Condensed Balance Sheets (in thousands, except share and per share amounts) December 31, 2015 2014 Assets Current assets: Cash and cash equivalents $ $ Prepaids and other current assets Total current assets Non-current assets: Investment in wholly owned subsidiary Long-term deferred tax assets Other long-term assets — — Total assets $ $ Liabilities and Equity Current liabilities: Accounts payable $ $ Accrued liabilities — — Total current liabilities Long-term debt — — Total liabilities Equity: Common stock ($0.01 par value; 2,000,000,000 shares authorized, 186,924,004 and 183,679,113 issued and outstanding as of December 31, 2015 and 2014, respectively) Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding as of December 31, 2015 and 2014) — — Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Total liabilities and stockholders’ equity $ $ See accompany notes to condensed financial statements. Envision Healthcare Holdings, Inc. Parent Company Only Condensed Statements of Operations and Comprehensive Income (in thousands) Year Ended December 31, 2015 2014 2013 Equity in net income (loss) of subsidiary $ $ $ Operating expenses — — Selling, general and administrative expenses — — Interest expense, net — — Other income (expense), net — Loss on early debt extinguishment — — Income (Loss) before income taxes Income tax benefit (expense) Net income (loss) Other comprehensive income (loss), net of tax: Comprehensive income (loss) $ $ $ See accompany notes to condensed financial statements. Envision Healthcare Holdings, Inc. Parent Company Only Condensed Statements of Cash Flows (in thousands) Year Ended December 31, 2015 2014 2013 Cash Flows from Operating Activities Net income (loss) $ $ $ Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net income (loss) of subsidiary Depreciation and amortization — — Loss on early debt extinguishment — — Deferred income taxes Changes in operating assets/liabilities — Net cash provided by (used in) operating activities Cash Flows from Investing Activities . Net cash provided by (used) in investing activities — — — Cash Flows from Financing Activities Issuance of common stock — — Repayments of PIK Notes — — Payments for debt extinguishment premiums — — Distribution to Corporation Dividend received — — Equity issuance costs — — Debt issue costs — — Net cash provided by (used in) financing activities Change in cash and cash equivalents — Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ See accompany notes to condensed financial statements. Notes to Condensed Parent Company Only Financial Statements 1. Description of Envision Healthcare Holdings, Inc. Envision Healthcare Holdings, Inc. (the “Parent”) was incorporated in Delaware on February 28, 2011 , in connection with the merger of CDRT Merger Sub, Inc., a wholly ‑owned subsidiary of Envision Healthcare Intermediate Corporation, a wholly ‑owned subsidiary of Parent, with and into Envision Healthcare Corporation (“Corporation”). The Parent has no significant operations or assets other than its indirect ownership of the equity of Corporation. Accordingly, the Parent is dependent upon distributions from Corporation to fund its obligations. However, under the terms of Corporation’s credit agreements governing Corporation’s ABL Facility and Term Loan and the Indenture governing Corporation’s 20 22 Notes, Corporation’s ability to pay dividends or lend to the Parent is restricted, except that Corporation may pay specified amounts to Parent to fund the payment of the Company’s tax obligations. Corporation has no obligation to pay dividends to Parent. 2. Basis of Presentation The accompanying condensed financial statements (parent company only) include the accounts of Parent and its investment in Corporation, which is stated at cost plus equity in undistributed earnings of Corporation since the date of acquisition, and do not present the financial statements of the parent and its subsidiary on a consolidated basis. Certain prior period balances in the parent company only financial statements have been reclassified to conform to the current year presentation. These parent company only financial statements should be read in conjunction with the Envision Healthcare Holdings, Inc. consolidated financial statements. 3. Debt On October 1, 2012, the Company issued $450 million of Senior PIK Toggle Notes due 2017 (the “PIK Notes”) and used the proceeds from the offering to pay an extraordinary dividend to its stockholders, pay debt issuance costs and make certain payments to members of management with rollover options in the Company On August 30, 2013, the Company redeemed all of the PIK Notes at a redemption price equal to 102.75% of the aggregate principal amount of the PIK Notes, plus accrued and unpaid interest of $17.2 million. During the year ended December 31, 2013, the Company recorded a loss on early debt extinguishment of $29.5 million related to premiums and unamortized debt issuance costs from the redemption of the PIK Notes. 4. Equity On August 19, 2013, the Company completed its initial public offering of 42,000,000 shares of Common Stock and an additional 6,300,000 shares of Common Stock, at a price of $23.00 per share, for an aggregate offering price of $1,110.9 million. The Company received net proceeds of approximately $1,025.9 million, after deducting the underwriters’ discounts and commissions paid and offering expenses of approximately $85.0 million, including a $20.0 million payment to CD&R in connection with the termination of the consulting agreement with CD&R which was recorded to “Selling, general and administrative expenses” in the accompanying consolidated statements of operations as of December 31, 2013. Net proceeds from the initial public offering were used to (i) redeem in full Parent’s PIK Notes for a total of $479.6 million, which included a call premium pursuant to the indenture governing the PIK Notes and all accrued but unpaid interest, (ii) pay CD&R the fee of $20.0 million to terminate the Consulting Agreement, (iii) pay $16.5 million to repay all outstanding revolving credit facility borrowings, and (iv) redeem $332.5 million of aggregate principal amount of the 2019 Notes of which $5.2 million was held by the Company’s captive insurance subsidiary for a total of $356.5 million, which included a call premium pursuant to the indenture governing the 2019 Notes and all accrued but unpaid interest. The remaining proceeds were used for general corporate purposes including, among other things, repayment of indebtedness and acquisitions. On each of February 5, 2014 , and July 10, 2014, the Company registered the offering and sale of 27,500,000 shares of common stock, and an additional 4,125,000 shares of common stock, upon the underwriters’ exercise of their overallotment option in each offering, which were sold by certain stockholders of the Company, including investment funds sponsored by, or affiliated with , CD&R Affiliates, to the underwriters at $30.50 per share and $34.00 per share, respectively, less an underwriting discount. On September 30, 2014, the Company registered the offering and sale of 17,500,000 shares of common stock by certain stockholders of the Company, including the CD&R Affiliates, to the underwriter at $34.97 per share. Additionally, on March 5, 2015, the Company registered the offering and sale of 50,857,145 shares of common stock by CD&R Affiliates, which constituted the remaining shares beneficially owned by them, to the underwriter at $36.25 per share, less an underwriting discount. The underwriters in these selling stockholder transactions offered the shares to the public from time to time at prevailing market prices or at negotiated prices. The Company did not receive any of the proceeds from the sale of the shares sold by the selling stockholders in these transactions, including any shares sold pursuant to any exercise of the underwriters’ overallotment option. Common Stock Holders of Common Stock are entitled: · To cast one vote for each share held of record on all matters submitted to a vote of the stockholders; · To receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and · Upon Parent’s liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock. Parent’s ability to pay dividends on its Common Stock is subject to its subsidiaries’ ability to pay dividends to Parent, which is in turn subject to the restrictions set forth in the Senior Secured Credit Facilities and the indentures governing the 2022 Notes. Preferred Stock Under Parent’s amended and restated certificate of incorporation, Parent’s Board of Directors has the authority, without further action by its stockholders, to issue up to 200,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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, insurance related reserves and acquired intangible assets. Actual results may differ from those estimates under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of highly liquid investments with a maturity of three months or less at acquisition, and are recorded at market value. |
Insurance Collateral | Insurance Collateral Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s captive insurance subsidiary that supports the Company’s insurance program and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss), net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as interest income from restricted assets in the statements of operations. Realized gains and losses are determined based on an average cost basis. Insurance collateral also includes a receivable from insurers of $0.6 million and $1. 5 million as of December 31, 2015 and 2014, respectively, for liabilities in excess of the Company’s self-insured retention. |
Trade and Other Accounts Receivable, net | Trade and Other Accounts Receivable, net The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. Patient-related accounts receivable are recorded net of estimated allowances for contractual discounts and uncompensated care in the period in which services are performed. Account balances, principally related to receivables recorded for self-pay patients, are charged off against the uncompensated care allowance, when it is probable the receivable will not be recovered. As a result of the estimates used in recording the allowances, the nature of healthcare collections, which may involve lengthy delays, there is a reasonable possibility that recorded estimates will change materially in the short-term. The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): December 31, December 31, 2015 2014 Accounts receivable, net EVHC $ $ EmCare AMR Total $ $ Accounts receivable allowances EmCare Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ AMR Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ 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. The Company compares actual cash collected on a date of service basis to the revenue recorded for that period and records any adjustment necessary for an overage or deficit in these allowances based on actual collections and future estimated collections. 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 based on historical write-off experience and future estimated collections. |
Parts and Supplies Inventory | Parts and Supplies Inventory Parts and supplies inventory is valued at cost, determined on a first ‑in, first ‑out basis. Durable medical supplies, including oximeters and other miscellaneous items, are capitalized as inventory and expensed as used. |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment are recorded at cost except for property, plant and equipment acquired through business acquisitions, which is initially recorded at fair value. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight ‑line basis over their estimated useful lives, which are as follows: Buildings 35 to years Leasehold improvements Shorter of expected life or life of lease Vehicles 5 to years Computer hardware and software 3 to years Other 3 to years |
Goodwill and Other Indefinite Lived Intangibles | Goodwill and Other Indefinite Lived Intangibles Goodwill and other indefinite lived intangibles, including radio frequencies, licenses and certain trade names, are not amortized, but instead tested for impairment at least annually. The Company performs its annual impairment test in the third quarter for goodwill and other indefinite lived intangibles or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such indicators include a sustained significant decline in the Company’s market capitalization or a significant decline in its expected future cash flows due to changes in company ‑specific factors or the broader business climate. The evaluation of such factors requires considerable judgment. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and have a material impact on the Company’s consolidated financial statements. Goodwill and other indefinite lived intangible assets have been allocated to three reporting units. Two of the reporting units are aggregated into the EmCare operating segment and the other reporting unit is the AMR operating segment which the Company determined met the criteria to be classified as reporting units. As of December 31, 2015, $ 1,999.1 million and $ 1,272.8 million of goodwill had been allocated to EmCare and AMR, respectively. The Company evaluates the carrying amounts of goodwill on an annual basis to determine if there is potential goodwill impairment. For 2015 and 2013, the Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. Several qualitative factors were considered in the assessment, including, among others, overall financial performance, industry and market considerations and relevant company specific events. In contemplating all factors in their totality, the Company concluded that it is more likely than not that the fair value of each reporting unit exceeded its carrying amount. As such, no further analysis was required. For 2014, the Company performed a quantitative assessment. Fair value for each of the reporting units was determined using the estimated future cash flows, discounted at a rate commensurate with the risk involved or the market approach. In conducting the quantitative assessment in 2014, the Company determined that fair value of each reporting unit exceeded its carrying amount. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. No impairment charges were recorded as of December 31, 2015, 2014, or 2013. |
Impairment of Long lived Assets and Other Definite Lived Intangibles | Impairment of Long ‑lived Assets and Other Definite Lived Intangibles Long ‑lived assets and other definite lived intangibles, including contract values, physician referral network, certain trade names and covenants not to compete, are amortized on a straight-line basis over the estimated useful life, consistent with the Company’s expectation of estimated future cash flows. These assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors that could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long ‑lived assets and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management’s best estimate of future market and operating conditions, which may differ from actual cash flows. There were no indicators of impairment in 2015 , 2014 , or 2013 . |
Claims Liability and Professional Liability Reserves | Claims Liability and Professional Liability Reserves The Company is self ‑insured up to certain limits for costs associated with workers compensation claims, automobile claims, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with independent actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent stable trends in the historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, recorded reserves could differ from ultimate costs related to these claims due to changes in accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Prior year insurance provision increases of $7.2 million and $7.5 million were recorded during the years ended December 31, 2015 and 2014, respectively. Accrued unpaid claims and expenses that are expected to be paid within the next 12 months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non ‑current liabilities. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage risks associated with interest rate and fuel price volatility. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with GAAP. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting and the ineffective portion of hedges are marked to market with changes recognized in current earnings. The Company does not hold or issue derivative financial instruments for trading purposes and is not a party to leveraged derivatives (see Note 12). |
EmCare Contractual Arrangements | EmCare Contractual Arrangements EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly owned subsidiary of EmCare (“EmCare Subsidiary”) contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement with a professional association or professional corporation (“PA”), whereby the EmCare Subsidiary provides the PA with management services and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA’s revenues over its expenses. In all arrangements, decisions regarding patient care are made exclusively by the physicians. Each PA is wholly ‑owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement. EmCare has determined that these management contracts meet the requirements for consolidation in accordance with GAAP. Accordingly, these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs’ voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare’s relationship with the PA. |
Financial Instruments and Concentration of Credit Risk | Financial Instruments and Concentration of Credit Risk The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, long ‑term debt and other long ‑term liabilities constitute financial instruments. Based on management’s estimates, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and the senior secured credit facility approximates fair value as of December 31, 2015 and 2014. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For the years ended December 31, 2015 and 2014, the Company derived approximately 35% and 33% , respectively, of its net revenue from Medicare and Medicaid, 62% and 64% , respectively, from insurance providers and contracted payors, and 3% and 3% , respectively, directly from patients. The Company estimates the fair value of its fixed rate senior notes based on an analysis in which the Company evaluates market conditions, related securities, various public and private offerings, and other publicly available information (Level 2, as defined below). The estimated fair value of the senior notes as of December 31, 2015, was approximately $735.0 million with a carrying amount of $750.0 million. |
Revenue Recognition | Revenue Recognition Fee for service revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Fee for service revenue represents billings for services provided to patients, for which the Company receives payment from the patient or their third party payor. Provisions for contractual discounts are related to differences between gross charges and specific payor, including governmental, reimbursement schedules. The Company records fee-for-service revenue, net of the contractual discounts based on the information entered into the Company’s billing systems from received medical charts. An estimate for unprocessed medical charts for a given service period is made monthly and adjusted in future periods based on actual medical charts processed. Information entered into the billing systems is subject to change, e.g. change in payor status, and may impact recorded fee-for-service revenue, net of the contractual discounts. Such changes are recognized in the period the change is known. Revenue from home health services, net of revenue adjustments and provisions for contractual discounts, is earned and billed either on an episode of care basis (“episodic-based revenue”), on a per visit basis, or on a daily basis depending upon the payment terms and conditions established with each payor for services provided. Revenue recognized on a non-episodic basis is recorded in a similar manner to the Company’s fee-for-service revenue. Home health service revenue under the Medicare prospective payment system is based on a 60 -day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits was fewer than five; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the episode; (c) an outlier payment if the patient’s care was unusually costly (capped at 10% of total reimbursement per provider number); (d) a payment adjustment based upon the level of therapy services required; (e) acceleration if an episode concludes satisfactorily before the end of the 60 -day episode period. Adjustments are made to reflect differences between estimated and actual payment amounts, the inability to obtain appropriate billing documentation or authorizations and other reasons unrelated to credit risk. These adjustments are estimated based on historical experience and are recorded in the period in which services are rendered as an estimated revenue adjustment and a corresponding reduction to patient accounts receivable. In addition to revenue recognized on completed episodes, a portion of revenue is recognized on episodes in progress. Episodes in progress are 60 -day episodes of care that are active during the reporting period, but were not completed as of the end of the period. Revenue is estimated on a monthly basis based upon historical trends. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and the calculation of the number of days episodes were active in the period based on the 60 -day estimate from the episode start date. Non-Medicare episodic-based revenue is recognized in a similar manner as the Medicare episodic-based revenue; however, rates paid by other insurance carriers can vary based upon the negotiated terms. Revenue from contract staffing assignments, net of sales adjustments and discounts, are recognized when earned, based on the hours worked by the Company’s contract professionals. Conversion and direct hire fees are recognized when the employment candidate accepts permanent employment and all obligations are satisfied. The Company includes reimbursed expenses in revenue, net of contractual discounts, and the associated amount of reimbursement expense in compensation and benefits. Revenue generated under fire protection service contracts is recognized over the life of the contract. Subscription fees, which are generally received in advance, are deferred and recognized on a straight-line basis over the term of the subscription agreement, which is generally one year. Subsidy and fee revenue primarily represent hospital subsidies and fees at EmCare and fees for stand by, special event and community subsidies at AMR. Provisions for estimated uncompensated care, or bad debts, are related principally to the number of self pay patients treated in the period. Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are shown below. Year Ended December 31, 2015 2014 2013 EmCare Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % AMR Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % Total Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % Net revenue for the years ended December 31, 2015, 2014 and 2013 consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Revenue, net of contractual discounts, excluding subsidies and fees: Medicare $ $ $ Medicaid Commercial insurance and managed care (excluding Medicare and Medicaid managed care) Self-pay Sub-total Subsidies and fees Revenue, net of contractual discounts Provision for uncompensated care Net revenue $ $ $ Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for payment based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods, as adjustments become known. These adjustments in the aggregate increased the contractual discount and uncompensated care provisions (and correspondingly decreased net revenue) by approximately $14.7 million, $12.5 million and $1.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company provides services to patients who have no insurance or other third ‑party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. |
Income Taxes | Income Taxes Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any. From time to time, the Company may engage in transactions where the tax consequences may be subject to uncertainty. A liability is recorded when a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, the Company may record a liability depending on an assessment of how the tax position will ultimately be settled. Estimates are adjusted periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. Interest and penalties, if any, are classified as a component of interest expense, net in the consolidated statements of operations. |
Equity Based Compensation | Equity Based Compensation The Company recognizes all share ‑based payments to employees based on its grant ‑date fair values and its estimates of forfeitures. The Company recognizes the fair value of outstanding options as a charge to operations over the vesting period. The cash benefits of tax deductions in excess of deferred taxes on recognized compensation expense are reported as a financing cash flow. The Company uses the straight ‑line method to recognize equity based compensation expense for its outstanding stock awards. Equity based compensation has been issued under the plans described in Note 16. |
Fair Value Measurement | Fair Value Measurement The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework that ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include investments held in connection with the Company’s captive insurance program. Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Balances in this category include corporate bonds and derivatives. Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company’s own assumptions about the fair value of the asset or liability. Balances in this category include the Company’s estimate, using a combination of internal and external fair value analyses, of contingent consideration for acquisitions described in Note 5. The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2015 and 2014 (in thousands): December 31, 2015 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ $ — $ Liabilities: Contingent consideration — — Fuel hedge — — December 31, 2014 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ — $ — $ Liabilities: Contingent consideration — — Fuel hedge — — Interest rate swap — — The contingent consideration balance classified as a Level 3 liability has increased $0.1 million since December 31, 2014 as a result of recent acquisitions completed during the year ended December 31, 2015. During the year ended December 31, 2015, the Company had transfers of $4.1 million out of Level 1 and into Level 2 due to limited quoted market prices at the measurement date for certain available-for-sale securities. During the year ended December 31, 2014, the Company had no transfers in and out of Level 1 and Level 2 fair value measurements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The guidance will be effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption for annual reporting periods beginning after December 15, 2016, 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 or the method of adoption. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to impact the Company's consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends existing accounting standards for consolidation under the variable interest entity and voting interest entity models. The new guidance changes the analysis for determining whether a fee paid to a decision maker or service provider is a variable interest. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may choose to adopt the standard using either a full retrospective approach or a modified retrospective approach. The Company has not yet determined the effects, if any, that adoption of ASU 2015-02 may have on its consolidated financial position or results of operations or the method of adoption. In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company expects to adopt this guidance when effective, and does not expect this guidance to have a significant impact on its financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) which simplifies the presentation of deferred income taxes and requires that deferred tax liabilities and assets be classified as non-current in the consolidated balance sheets. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. The Company expects to adopt this guidance when effective, and does not expect this guidance to have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the consolidated balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018 with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting the new leases standard on the consolidated financial statements. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of accounts receivable and allowances | The following table presents accounts receivable, net and accounts receivable allowances by segment (in thousands): December 31, December 31, 2015 2014 Accounts receivable, net EVHC $ $ EmCare AMR Total $ $ Accounts receivable allowances EmCare Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ AMR Allowance for contractual discounts $ $ Allowance for uncompensated care Total $ $ |
Schedule of estimated useful lives of property, plant and equipment | Buildings 35 to years Leasehold improvements Shorter of expected life or life of lease Vehicles 5 to years Computer hardware and software 3 to years Other 3 to years |
Schedule of provisions for contractual discounts and estimated uncompensated care by segment | Year Ended December 31, 2015 2014 2013 EmCare Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % AMR Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % Total Gross revenue % % % Provision for contractual discounts Revenue net of contractual discounts Provision for uncompensated care as a percentage of gross revenue Provision for uncompensated care as a percentage of gross revenue less contractual discounts % % % |
Schedule of net revenue | Net revenue for the years ended December 31, 2015, 2014 and 2013 consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Revenue, net of contractual discounts, excluding subsidies and fees: Medicare $ $ $ Medicaid Commercial insurance and managed care (excluding Medicare and Medicaid managed care) Self-pay Sub-total Subsidies and fees Revenue, net of contractual discounts Provision for uncompensated care Net revenue $ $ $ |
Summary of the valuation of the Company's financial instruments by the fair value hierarchy levels | The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2015 and 2014 (in thousands): December 31, 2015 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ $ — $ Liabilities: Contingent consideration — — Fuel hedge — — December 31, 2014 Description Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities (insurance collateral) $ $ — $ — $ Liabilities: Contingent consideration — — Fuel hedge — — Interest rate swap — — |
Basic and Diluted Net Income 35
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Basic and Diluted Net Income (Loss) Per Share | |
EPS amounts and the basic and diluted weighted-average shares outstanding used in the calculation | The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation (in thousands, except per share amounts). Year Ended December 31, 2015 2014 2013 Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ Weighted-average common shares outstanding — common stock: Basic Dilutive impact of stock awards outstanding Diluted Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic $ $ $ Diluted $ $ $ |
Statements of Cash Flows Data (
Statements of Cash Flows Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Statements of Cash Flows Data | |
Schedule of supplemental cash flow statement disclosure | The following presents supplemental cash flow statement disclosure (in thousands). Year-ended December 31, Supplemental cash flow data 2015 2014 2013 Cash paid for interest $ $ $ Net cash paid for taxes |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of unaudited pro forma operating results | Year-ended December 31, (in thousands) 2015 2014 Net revenue $ $ Net income (loss) |
SEA | |
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Prepaid and other current assets Acquired intangible assets Goodwill Accounts payable Accrued liabilities Current deferred tax liabilities Long-term deferred tax liabilities Total purchase price $ |
VISTA | |
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Current deferred tax assets Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Accrued liabilities Long-term deferred tax liabilities Insurance reserves Other long-term liabilities Total purchase price $ |
EMA | |
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Accounts receivable Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Accrued liabilities Current deferred tax liabilities Insurance reserves Total purchase price $ |
Rural and Metro Corporation | |
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Insurance collateral Accounts receivable Parts and supplies inventory Current deferred tax assets Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Other long-term assets Accounts payable Other current liabilities Accrued liabilities Capital lease obligations Insurance reserves Long-term deferred tax liabilities Other long-term liabilities Total purchase price $ |
Questcare Medical Services P A and QRx Mediacl Management LLC | |
Schedule of allocation of the purchase price | The allocation of the purchase price is in the table below, which is subject to adjustment based upon the completion of purchase price allocations and working capital adjustments (in thousands): Cash and cash equivalents $ Insurance collateral Accounts receivable Current deferred tax asset Prepaid and other current assets Property, plant and equipment Acquired intangible assets Goodwill Long-term deferred tax asset Other long-term assets Accounts payable Accrued liabilities Insurance reserves Other long-term liabilities Total purchase price $ |
Phoenix Physicians | |
Schedule of allocation of the purchase price | The final allocation of the purchase price is in the table below (in thousands): Cash and cash equivalents $ Accounts receivable Current deferred tax assets Prepaid and other current assets Property, plant, and equipment Acquired intangible assets Goodwill Accounts payable Accrued liabilities Long-term deferred tax liabilities Insurance reserves Total purchase price $ |
Property, Plant and Equipment38
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, net. | |
Schedule of Property, plant and equipment, net | Property, plant and equipment, net consisted of the following as of December 31 (in thousands): 2015 2014 Land $ $ Building and leasehold improvements Vehicles Computer hardware and software Communication and medical equipment and other Less: accumulated depreciation and amortization Property, plant and equipment, net $ $ |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following as December 31 (in thousands): Estimated 2015 2014 Useful Gross Gross Life Carrying Accumulated Carrying Accumulated (in years) Amount Amortization Amount Amortization Amortized intangible assets Contract values 4 to 15 $ $ $ $ Physician referral network 8 Covenants not to compete 5 to 9 Trade names 4 to 21 Other 2 to 4 — — Unamortized intangible assets Trade names — — Radio frequencies — — Licenses — — Total $ $ $ $ |
Schedule of estimated annual amortization over each of the next five years | 2016 $ 2017 2018 2019 2020 |
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill during 2015 are set forth as below (in thousands): January 1, 2015 Deferred December 31, 2015 Acquisitions Taxes Adjustments 2015 EmCare $ $ $ $ $ AMR Total $ $ $ $ $ Changes in the carrying amount of goodwill during 2014 are set forth as below (in thousands): January 1, 2014 Deferred December 31, 2014 Acquisitions Taxes Adjustments 2014 EmCare $ $ $ $ $ AMR Total $ $ $ $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of the significant components of the Company's deferred taxes | Significant components of the Company’s deferred taxes were as follows at December 31 (in thousands): 2015 2014 Current deferred tax assets (liabilities): Accounts receivable $ $ Accrual to cash Accrued liabilities Credit carryforwards — Net operating loss carryforwards Net current deferred tax liabilities Long term deferred tax assets (liabilities): Intangible assets Insurance and other long-term liabilities Excess of tax over book depreciation Net operating loss carryforwards Credit carryforwards Valuation allowance Attribute reduction — Net long-term deferred tax liabilities Net deferred tax liabilities $ $ |
Schedule of the reconciliation of beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Balance as of beginning of period $ $ $ Additions for tax positions of prior years Reductions for tax positions of prior years — — — Reductions for tax positions due to lapse of statute of limitations Balance as of end of period $ $ $ |
Schedule of the components of income tax expense | The components of income tax expense were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current tax expense (benefit) Federal $ $ $ State Total Deferred tax expense (benefit) Federal State Total Total tax expense (benefit) Federal State Total $ $ $ |
Schedule of the reconciliation of provision for income taxes at the federal statutory rate compared to the Company's effective tax rate | For the year ended December 31, 2015, the Company realized a tax benefit of approximately $8.0 million as a result of its utilization of federal NOLs. A reconciliation of the provision for income taxes at the federal statutory rate compared to the effective tax rate is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Income tax expense at the statutory rate $ $ $ Increase in income taxes resulting from: State taxes, net of federal Tax settlements and filings Tax credits Dissenting shareholder settlement — — Change in valuation allowance State deferred rate change Other Income tax expense (benefit) before noncontrolling interest Noncontrolling interests Income tax expense (benefit) $ $ $ |
Insurance Collateral (Tables)
Insurance Collateral (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Insurance Collateral | |
Schedule of insurance collateral | Insurance collateral consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, December 31, 2015 2014 Available-for-sale securities: U.S. Treasuries $ — $ Corporate bonds/ Fixed income Corporate equity Total available-for-sale securities Insurance receivable Cash deposits and other Total insurance collateral $ $ |
Schedule of amortized cost basis and aggregate fair value of the Company's available-for-sale securities | Amortized cost basis and aggregate fair value of the Company’s available-for-sale securities as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 Gross Gross Unrealized Unrealized Fair Description Cost Basis Gains Losses Value Corporate bonds/ Fixed income $ $ $ $ Corporate equity — Total available-for-sale securities $ $ $ $ December 31, 2014 Gross Gross Unrealized Unrealized Fair Description Cost Basis Gains Losses Value U.S. Treasuries $ $ $ $ Corporate bonds/ Fixed income Corporate equity Total available-for-sale securities $ $ $ $ |
Schedule of the Company's temporarily impaired investment securities available-for-sale | The Company’s temporarily impaired investment securities available-for-sale as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 December 31, 2014 Unrealized Unrealized Fair Value Loss Fair Value Loss U.S. Treasuries: Less than 12 months $ — $ — $ — $ — 12 months or more — — Corporate bonds/ Fixed income: Less than 12 months 12 months or more — Corporate equity: Less than 12 months — — 12 months or more — — Total $ $ $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities were as follows as of December 31 (in thousands): December 31, December 31, 2015 2014 Accrued wages and benefits $ $ Accrued paid time-off Current portion of self-insurance reserve Accrued severance and related costs Current portion of compliance and legal Accrued billing and collection fees Accrued incentive compensation Accrued income taxes — Accrued interest Deferred revenue Other Total accrued liabilities $ $ |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt | |
Schedule of debt and capital leases | Debt and capital leases consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, December 31, 2015 2014 Senior unsecured notes due 2022 $ $ Senior secured term loan due 2018 (4.50% as of December 31, 2015 and 4.00% as of December 31, 2014 ) ABL Facility — — Notes due at various dates from 2016 to 2022 with interest rates from 6% to 10% Capital lease obligations due at various dates from 2016 to 2018 Total Less current portion Discount on senior secured term loan Total long-term debt and capital lease obligations $ $ |
Schedule of aggregate amount of minimum payments required on long-term debt and capital lease obligations | Year Amount 2016 $ 2017 2018 2019 2020 Thereafter $ |
Changes in Accumulated Other 44
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | |
Summary of changes in the Company's accumulated other comprehensive income ("AOCI") by component, after tax | Unrealized holding gains (losses) on Interest rate available-for-sale Fuel hedge swap securities Other Total Balance as of January 1, 2014 $ $ $ $ — $ Other comprehensive income (loss) before reclassifications — Amounts reclassified from accumulated other comprehensive income (loss) — Net current-period other comprehensive income (loss) — Balance as of December 31, 2014 — Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) — Net current-period other comprehensive income (loss) Balance as of December 31, 2015 $ $ — $ $ $ |
Schedule of Statements of Operations affected by reclassifications out of AOCI | The following table shows the line item on the Consolidated Statements of Operations affected by reclassifications out of AOCI (in thousands): Amount reclassified from AOCI Year-ended December 31, Details about AOCI components 2015 2014 Statements of Operations Gains and losses on cash flow hedges: Fuel hedge $ $ Operating expenses Interest rate swap Interest expense, net Total before tax Tax benefit (expense) $ $ Net of tax Unrealized holding gains (losses) on available-for-sale securities $ $ Realized gains (losses) on investments Total before tax Tax benefit (expense) $ $ Net of tax |
Retirement Plans and Employee45
Retirement Plans and Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Retirement Plans and Employee Benefits | |
Schedule of reconciliation of changes in the Pension Plan's benefit obligation and plan assets | Change in benefit obligation: Benefit obligation as of acquisition date of Rural/ Metro of October 28, 2015 $ Service costs Interest costs Plan participants' contributions Benefits paid Actuarial (gain) loss Benefit obligation at December 31, 2015 $ Change in plan assets: Fair value of plan assets as of acquisition date of Rural/ Metro of October 28, 2015 Actual return on plan assets Employer contributions — Benefits paid Plan participants' contributions Fair value of plan assets at December 31, 2015 $ Funded status at December 31, 2015 $ |
Schedule of components of net periodic benefit cost and other amounts recognized as comprehensive (loss) income | Net periodic benefit cost: Service cost $ Interest cost Expected return on plan assets Net periodic benefit cost $ Other changes in plan assets and benefit obligations recognized as other comprehensive loss (income) Net gain Net gain recognized during the period — Total recognized in other comprehensive loss (income) $ Total recognized as net periodic benefit cost and other comprehensive loss (income) $ |
Schedule of assumptions used to determine the Company's benefit obligation and net periodic benefit cost | The assumptions used to determine the Company’s benefit obligation were as of December 31, 2015: Discount rate Rate of increase in compensation levels The assumptions used to determine the Company’s net periodic benefit co st for the period from October 28 , 2015 , to December 31, 2015 , were: Discount rate Rate of increase in compensation levels Expected long-term rate of return on assets |
Schedule of the Company's Pension Plan target and asset allocations and fair values | The Company’s Pension Plan target and actual asset allocation as of December 31, 2015 , by asset category are shown below: Target Actual Allocation Allocation Asset allocation: Equity securities % - % % Debt securities % - % % Real estate % - % % Total 100.0% % The fair values of the Pension Pl an assets as December 31, 2015 , by asset class were as follows (in thousands): Description Level 1 Level 2 Level 3 Total Assets: Equity securities $ $ $ — $ Debt securities — Real estate — Total equity securities $ $ $ $ |
Schedule of future expected benefit payments | Expected benefit payments: 2016 $ 2017 2018 2019 2020 2021-2025 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Based Compensation | |
Schedule of stock option activity | Stock option activity for the year ended December 31, 2015 was as follows (in thousands): Weighted Average Weighted Class A Exercise Aggregate Average Shares Price Intrinsic Value Remaining Life Outstanding at beginning of year $ $ 6.3 years Granted Exercised Expired Forfeited Outstanding at end of year 5.5 years Exercisable at end of year $ $ 5.4 years |
Schedule of range of assumptions estimated to calculate fair value of each stock option award | 2015 2014 2013 Volatility % % - 35% Risk free rate - 1.92% - 2.17% - 1.56% Expected dividend yield % % % Expected term of options in years - 6.3 - 7.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of future commitments under non-cancelable capital and operating leases for premises, equipment and other recurring commitments | Future commitments under non ‑cancelable capital and operating leases for premises, equipment and other recurring commitments are as follows (in thousands): Operating Capital Leases & Leases Other Year Ended December 31, 2016 $ $ 2017 2018 2019 2020 Thereafter $ Less imputed interest Total capital lease obligations Less current portion Long-term capital lease obligations $ |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
AHAH-Evolution 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 AHAH-Evolution JV assets and liabilities as of December 31, 2015, which are included in the Company’s consolidated financial statements (in thousands): December 31, 2015 Current assets $ Current liabilities |
UHS-EmCare JV | |
Variable Interest Entities | |
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | The following table summarizes the UHS-EmCare JV assets and liabilities as of December 31, 2015, which are included in the Company’s consolidated financial statements (in thousands): December 31, December 31, 2015 2014 Current assets $ $ Current liabilities |
HCA-EmCare JV | |
Variable Interest Entities | |
Summary of the variable interest entity assets and liabilities which are included in the Company's consolidated financial statements | The following is a summary of the HCA-EmCare JV assets and liabilities as of December 31, 2014 and 2013, which are included in the Company’s consolidated financial statements (in thousands): December 31, December 31, 2015 2014 Current assets $ $ Current liabilities |
Insurance (Tables)
Insurance (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Insurance | |
Summary of the non-health and welfare insurance reserves | The table below summarizes the non ‑health and welfare insurance reserves included in the accompanying balance sheets (in thousands): Accrued Liabilities Insurance Reserves Total Liabilities December 31, 2015 Automobile $ $ $ Workers compensation General/Professional liability $ $ $ December 31, 2014 Automobile $ $ $ Workers compensation General/Professional liability $ $ $ |
Schedule of changes to the Company's estimated losses under self-insured programs | The changes to the Company’s estimated losses under self ‑insured programs were as follows (in thousands): Year ended December 31, 2015 2014 2013 Balance, beginning of period $ $ $ Expense for current period reserves Unfavorable (favorable) changes to prior reserves Changes in losses covered by commercial insurance programs — Increase in reserves from acquisitions — Payments for claims Balance, end of period Discount factor Undiscounted reserve, end of period $ $ $ |
Summary of expected future claim payments relating to the entity's non-health and welfare insurance reserves | The following table reflects a summary of expected future claim payments relating to non ‑health and welfare insurance reserves (in thousands): Year Amount 2016 $ 2017 2018 2019 2020 Thereafter Total $ |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Schedule of the Company's operating segment results | The Company’s reportable operating segment results were as follows (in thousands): Year-ended December 31, 2015 2014 2013 Facility-Based and Post-Acute Care Physician Services Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures Healthcare Transportation Services Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures Segment Totals Net revenue $ $ $ Income from operations Adjusted EBITDA Goodwill Intangible Assets, net Total identifiable assets Capital expenditures |
Schedule of reconciliation of net income (loss) to Adjusted EBITDA | A reconciliation of net income (loss) to Adjusted EBITDA (in thousands): Year Ended December 31, 2015 2014 2013 Net income (loss) $ $ $ Add-back of non-operating expense (income): Interest expense, net Income tax expense (benefit) Loss on early debt extinguishment — Realized losses (gains) on investments Interest income from restricted assets Equity in earnings of unconsolidated subsidiary Other expense (income), net Corporate operating expense — — Income from operations — segment totals Add-back of operating expense (income): Depreciation and amortization expense Restructuring and other charges Severance and related costs — — Net (income) loss attributable to noncontrolling interest Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes — Interest income from restricted assets Equity-based compensation expense Transaction costs — Related party management fees — — Adjusted EBITDA — segment totals Corporate operating expense — — Adjusted EBITDA $ |
Schedule of reconciliation of segment assets to total assets | A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows as of December 31 (in thousands): December 31, December 31, 2015 2014 Segment total identifiable assets $ $ Corporate cash Other corporate assets Total identifiable assets $ $ |
Schedule of reconciliation of segment capital expenditures to total capital expenditures | Other corporate assets principally consist of property, plant and equipment, and other assets. Year Ended December 31, 2015 2014 2013 (in thousands) Segment total capital expenditures $ $ $ Corporate capital expenditures Total capital expenditures $ $ $ |
Valuation and Qualifying Acco51
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts | |
Schedule of valuation and qualifying accounts | Allowance for Allowance for Total Accounts Contractual Uncompensated Receivable Discounts Care Allowances (in thousands) Balance at January 1, 2013 $ $ $ Additions Reductions Balance as of December 31, 2013 Additions Reductions Balance as of December 31, 2014 Additions Reductions Balance as of December 31, 2015 $ $ $ |
Consolidating Financial Infor52
Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Consolidating Financial Information | |
Schedule of Consolidating Balance Sheet | Consolidating Balance Sheet As of December 31, 2015 (in thousands) EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Assets Current assets: Cash and cash equivalents $ $ $ — $ Insurance collateral — — Trade and other accounts receivable, net — — Parts and supplies inventory — — Prepaids and other current assets Total current assets Property, plant, and equipment, net — — Intangible assets, net — — Insurance collateral — — Goodwill — — Other long-term assets Investment in wholly owned subsidiary — — Total assets $ $ $ $ Liabilities and Equity Current liabilities: Accounts payable $ $ $ — $ Accrued liabilities — Current deferred tax liabilities — — Current portion of long-term debt and capital lease obligations — — Total current liabilities Long-term debt and capital lease obligations — — Long-term deferred tax liabilities — Insurance reserves — — Other long-term liabilities — — Total liabilities Equity: Common stock — — Preferred stock — — — — Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Envision Healthcare Holdings, Inc. equity Noncontrolling interest — — Total equity Total liabilities and equity $ $ $ $ Consolidating Balance Sheet As of December 31, 2014 (in thousands) EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Assets Current assets: Cash and cash equivalents $ $ $ — $ Insurance collateral — — Trade and other accounts receivable, net — — Parts and supplies inventory — — Prepaids and other current assets Total current assets Property, plant, and equipment, net — — Intangible assets, net — — Long-term deferred tax assets — — Insurance collateral — — Goodwill — — Other long-term assets — — Investment in wholly owned subsidiary — — Total assets $ $ $ $ Liabilities and Equity Current liabilities: Accounts payable $ $ $ — $ Accrued liabilities — Current deferred tax liabilities — Current portion of long-term debt and capital lease obligations — — Total current liabilities Long-term debt and capital lease obligations — — Long-term deferred tax liabilities — Insurance reserves — — Other long-term liabilities — — Total liabilities Equity: Common stock — — Preferred stock — — — — Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Envision Healthcare Holdings, Inc. equity Noncontrolling interest — — Total equity Total liabilities and equity $ $ $ $ |
Schedule of Condensed Consolidating Statements of Operations | Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2015 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — — Insurance expense — — Selling, general and administrative expenses — — Depreciation and amortization expense — — Restructuring and other charges — — Income (loss) from operations — — Interest income from restricted assets — — Interest expense, net — — Realized gains (losses) on investments — — Other income (expense), net — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2014 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — — Insurance expense — — Selling, general and administrative expenses — — Depreciation and amortization expense — — Restructuring and other charges — — Income from operations — — Interest income from restricted assets — — Interest expense, net — — Realized gains (losses) on investments — — Other income (expense), net — Loss on early debt extinguishment — — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ Condensed Consolidating Statements of Operations (in thousands) Year Ended December 31, 2013 EVHC Corporation (excluding and Consolidating Corporation) Subsidiaries Adjustments Total Net revenue $ — $ $ — $ Compensation and benefits — — Operating expenses — Insurance expense — — Selling, general and administrative expenses — Depreciation and amortization expense — — Restructuring and other charges — — Income from operations — Interest income from restricted assets — — Interest expense, net — Realized gains (losses) on investments — — Other income (expense), net — — Loss on early debt extinguishment — Income (loss) before taxes and equity in earnings of unconsolidated subsidiary — Income tax benefit (expense) — Income (loss) before equity in net income (loss) of subsidiary and equity in earnings of unconsolidated subsidiary — Equity in net income (loss) of subsidiary — — Equity in earnings of unconsolidated subsidiary — — Net income (loss) Less: Net (income) loss attributable to noncontrolling interest — — Net income (loss) attributable to Envision Healthcare Holdings, Inc. $ $ $ $ |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows (in thousands) Year Ended December 31, 2015 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Borrowings under the Term Loan — Borrowings under the ABL Facility — Repayments of the Term Loan — Repayments of the ABL Facility — Debt issuance costs — Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan — Excess tax benefits from equity-based compensation — Contributions from noncontrolling interest, net — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents — Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ Condensed Consolidating Statements of Cash flow (in thousands) Year Ended December 31, 2014 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Borrowings under the ABL Facility — Proceeds from issuance of senior notes — Repayments of the Term Loan — Repayments of the ABL Facility — Repayments of senior notes — Payment for debt extinguishment premiums — Debt issuance costs — Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan — Excess tax benefits from equity-based compensation — Shares repurchased for tax withholdings — Contributions from noncontrolling interest, net — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ Condensed Consolidating Statements of Cash Flows (in thousands) Year Ended December 31, 2013 EVHC (excluding Corporation and Corporation) Subsidiaries Total Cash Flows from Operating Activities Net cash provided by (used in) operating activities $ $ $ Cash Flows from Investing Activities Purchases of available-for-sale securities — Sales and maturities of available-for-sale securities — Purchase of property, plant and equipment — Proceeds from sale of property, plant and equipment — Acquisition of businesses, net of cash received — Net change in insurance collateral — Other investing activities — Net cash provided by (used in) investing activities — Cash Flows from Financing Activities Issuance of common stock Borrowings under the Term Loan — Borrowings under the ABL Facility — Repayments of the Term Loan — Repayments of the ABL Facility — Repayments of PIK Notes and senior notes Payment for debt extinguishment premiums Dividend paid — Debt issuance costs Equity issuance costs — Excess tax benefits from equity-based compensation — Contributions from noncontrolling interest, net — Payment of dissenting shareholder settlement — Net change in bank overdrafts — Other financing activities — Net intercompany borrowings (payments) — Net cash provided by (used in) financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $ $ |
Quarterly Financial Informati53
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information (unaudited) | |
Summary of unaudited results for each quarter | The following tables summarize unaudited results for each quarter in the years ended December 31, 2015 and 2014 (in thousands, except per share amounts). 2015 For the quarter ended March 31, June 30, September 30, December 31, Net revenue $ $ $ $ Income from operations Net income (loss) Net income (loss) attributable to Envision Healthcare Holdings, Inc. Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic Diluted 2014 For the quarter ended March 31, June 30, September 30, December 31, Net revenue $ $ $ $ Income from operations Net income (loss) Net income (loss) attributable to Envision Healthcare Holdings, Inc. Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: Basic Diluted |
General (Details)
General (Details) | 12 Months Ended |
Dec. 31, 2015item | |
General | |
Number of operating segments | 2 |
EmCare | |
General | |
Number of contracts entered into by the entity | 900 |
Number of states in which the entity operates | 42 |
AMR | |
General | |
Number of states in which the entity operates | 39 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Insurance Collateral, Trade and Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Insurance Collateral | ||
Reinsurance receivable | $ 644 | $ 1,470 |
Trade and Other Accounts Receivable, net | ||
Accounts receivable, net | 1,257,021 | 950,115 |
EVHC | ||
Trade and Other Accounts Receivable, net | ||
Accounts receivable, net | 826 | 28 |
EmCare | ||
Trade and Other Accounts Receivable, net | ||
Accounts receivable, net | 839,759 | 645,427 |
Allowance for contractual discounts | (2,778,395) | (2,522,622) |
Allowance for uncompensated care | (1,432,902) | (1,060,270) |
Total | 4,211,297 | 3,582,892 |
AMR | ||
Trade and Other Accounts Receivable, net | ||
Accounts receivable, net | 416,436 | 304,660 |
Allowance for contractual discounts | (561,683) | (278,230) |
Allowance for uncompensated care | (346,298) | (167,529) |
Total | $ 907,981 | $ 445,759 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | Building | |
Property, plant and equipment, net | |
Estimated useful lives | 35 years |
Minimum | Vehicles | |
Property, plant and equipment, net | |
Estimated useful lives | 5 years |
Minimum | Computer hardware and software | |
Property, plant and equipment, net | |
Estimated useful lives | 3 years |
Minimum | Other | |
Property, plant and equipment, net | |
Estimated useful lives | 3 years |
Maximum | Building | |
Property, plant and equipment, net | |
Estimated useful lives | 40 years |
Maximum | Vehicles | |
Property, plant and equipment, net | |
Estimated useful lives | 7 years |
Maximum | Computer hardware and software | |
Property, plant and equipment, net | |
Estimated useful lives | 5 years |
Maximum | Other | |
Property, plant and equipment, net | |
Estimated useful lives | 10 years |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Goodwill and Other Indefinite Lived Intangibles (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Goodwill and Other Indefinite Lived Intangibles | |||
Number of reporting units | item | 3 | ||
Goodwill | $ 3,271,933 | $ 2,538,633 | $ 2,435,670 |
Goodwill impairment charges | 0 | 0 | 0 |
Impairment of Long lived Assets and Other Definite Lived Intangibles | |||
Impairment charges of other definite-lived intangibles | 0 | 0 | 0 |
Impairment charges of long-lived assets | $ 0 | 0 | 0 |
EmCare | |||
Goodwill and Other Indefinite Lived Intangibles | |||
Number of reporting units | item | 2 | ||
Goodwill | $ 1,999,115 | 1,679,495 | 1,574,882 |
AMR | |||
Goodwill and Other Indefinite Lived Intangibles | |||
Goodwill | $ 1,272,818 | $ 859,138 | $ 860,788 |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Insurance Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies | ||
Increase (decrease) in provisions for insurance liabilities for prior year losses | $ 7.2 | $ 7.5 |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Net revenue - Customer concentration risk | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Medicare and Medicaid | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 35.00% | 33.00% |
Insurance providers and contracted payors | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 62.00% | 64.00% |
Self-pay | ||
Concentration of Credit Risk | ||
Percentage of concentration risk | 3.00% | 3.00% |
Summary of Significant Accoun60
Summary of Significant Accounting Policies - Financial Instruments (Details) - Senior subordinated unsecured notes purchased by the Company's subsidiary $ in Millions | Dec. 31, 2015USD ($) |
Financial Instruments | |
Estimated fair value of the senior subordinate notes | $ 735 |
Carrying value of the senior subordinate notes | $ 750 |
Summary of Significant Accoun61
Summary of Significant Accounting Policies - Revenue Recognition - by Segement (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 59.60% | 58.80% | 56.00% |
Revenue net of contractual discounts (as a percent) | 40.40% | 41.20% | 44.00% |
Provision for uncompensated care as a percentage of gross revenue | 18.10% | 18.20% | 19.80% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 44.70% | 44.20% | 44.90% |
EmCare | |||
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 61.40% | 60.60% | 57.80% |
Revenue net of contractual discounts (as a percent) | 38.60% | 39.40% | 42.20% |
Provision for uncompensated care as a percentage of gross revenue | 19.60% | 20.10% | 21.60% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 50.70% | 51.00% | 51.10% |
AMR | |||
Segment Information | |||
Gross revenue (as a percent) | 100.00% | 100.00% | 100.00% |
Provision for contractual discounts (as a percent) | 52.80% | 52.80% | 50.70% |
Revenue net of contractual discounts (as a percent) | 47.20% | 47.20% | 49.30% |
Provision for uncompensated care as a percentage of gross revenue | 12.50% | 11.90% | 14.70% |
Provision for uncompensated care as a percentage of gross revenue less contractual discounts | 26.60% | 25.20% | 29.70% |
Summary of Significant Accoun62
Summary of Significant Accounting Policies - Revenue Recognition - Net Revenue (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Revenue Recognition | |||||||||||
Revenue, net of contractual discounts, excluding subsidies and fees: | $ 8,818,169 | $ 7,142,653 | $ 6,142,086 | ||||||||
Subsidies and fees | 1,034,840 | 742,300 | 629,436 | ||||||||
Net revenue | 9,853,009 | 7,884,953 | 6,771,522 | ||||||||
Provision for uncompensated care | (4,405,093) | (3,487,309) | (3,043,210) | ||||||||
Net revenue | $ 1,481,786 | $ 1,367,370 | $ 1,354,258 | $ 1,244,502 | $ 1,157,777 | $ 1,150,329 | $ 1,075,327 | $ 1,014,211 | 5,447,916 | 4,397,644 | 3,728,312 |
Revenue Recognition | |||||||||||
Increase (decrease) in contractual discount or uncompensated care provisions | $ 14,700 | 12,500 | 1,000 | ||||||||
Episode period | 60 days | ||||||||||
Low utilization payment adjustment variable, maximum number of visits | item | 5 | ||||||||||
Payment percentage on total reimbursement per provider | 10.00% | ||||||||||
Term over which subscription fee revenue is recognized | 1 year | ||||||||||
Medicare | |||||||||||
Revenue Recognition | |||||||||||
Revenue, net of contractual discounts, excluding subsidies and fees: | $ 1,660,296 | 1,181,762 | 982,640 | ||||||||
Medicaid | |||||||||||
Revenue Recognition | |||||||||||
Revenue, net of contractual discounts, excluding subsidies and fees: | 623,512 | 415,771 | 257,100 | ||||||||
Commercial insurance and managed care (excluding Medicare and Medicaid managed care) | |||||||||||
Revenue Recognition | |||||||||||
Revenue, net of contractual discounts, excluding subsidies and fees: | 2,835,325 | 2,551,123 | 2,241,422 | ||||||||
Self-pay | |||||||||||
Revenue Recognition | |||||||||||
Revenue, net of contractual discounts, excluding subsidies and fees: | $ 3,699,036 | $ 2,993,997 | $ 2,660,924 |
Summary of Significant Accoun63
Summary of Significant Accounting Policies - Fair Value Measurement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers in assets from Level 1 to level 2 fair value measurements | $ 4,100 | |
Transfers in assets from Level 2 to level 1 fair value measurements | $ 0 | |
Transfers in liabilities from Level 1 to level 2 fair value measurements | 0 | |
Transfers in liabilities from Level 2 to level 1 fair value measurements | 0 | |
Recurring | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 30,243 | 23,192 |
Recurring | Fuel hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,777 | |
Liabilities | 1,433 | |
Recurring | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 2,000 | 2,116 |
Recurring | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1,493 | |
Level 1 | Recurring | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 30,243 | 19,116 |
Level 2 | Recurring | Available-for-sale securities (insurance collateral) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 4,076 | |
Level 2 | Recurring | Fuel hedge | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,777 | |
Liabilities | 1,433 | |
Level 2 | Recurring | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1,493 | |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Increase in a level 3 liability of the contingent consideration | 100 | |
Level 3 | Recurring | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 2,000 | $ 2,116 |
Basic and Diluted Net Income 64
Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic and Diluted Net Income Per Share | |||||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 41,865 | $ 17,236 | $ 52,416 | $ 33,375 | $ 49,899 | $ 52,776 | $ (1,992) | $ 24,825 | $ 144,892 | $ 125,508 | $ 5,995 |
Weighted-average common shares outstanding - common stock: | |||||||||||
Basic (in shares) | 185,603,780 | 182,019,732 | 150,156,216 | ||||||||
Dilutive impact of stock awards outstanding (in shares) | 5,935,000 | 7,901,000 | 6,806,000 | ||||||||
Diluted (in shares) | 191,538,699 | 189,921,434 | 156,962,385 | ||||||||
Net income (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.28 | $ 0.18 | $ 0.27 | $ 0.29 | $ (0.01) | $ 0.14 | $ 0.78 | $ 0.69 | $ 0.04 |
Diluted (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.27 | $ 0.17 | $ 0.26 | $ 0.28 | $ (0.01) | $ 0.13 | $ 0.76 | $ 0.66 | $ 0.04 |
Stock awards of common stock outstanding excluded from the computations of diluted loss per share and weighted-average common shares outstanding | 82,872 | 0 | 0 |
Statements of Cash Flows Data65
Statements of Cash Flows Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 119,754 | $ 95,079 | $ 198,098 |
Net cash paid (refunds received) for taxes | $ 38,687 | $ 2,898 | $ 13,351 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Dec. 24, 2015USD ($) | Dec. 03, 2015USD ($)item | Oct. 28, 2015USD ($)item | Sep. 30, 2015USD ($)item | Jul. 10, 2015USD ($) | Feb. 27, 2015USD ($)item | Feb. 23, 2015USD ($) | Feb. 01, 2015USD ($) | Jan. 30, 2015USD ($)item | Jun. 17, 2014USD ($) | May. 21, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)item |
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Goodwill | $ 3,271,933 | $ 2,538,633 | $ 2,435,670 | |||||||||||
Increase in goodwill due to purchase price allocation adjustments | (383) | (5,020) | ||||||||||||
Net income (loss) | 144,892 | 125,508 | $ 5,995 | |||||||||||
Unaudited pro forma operating results | ||||||||||||||
Net revenue | 5,997,176 | 5,489,956 | ||||||||||||
Net income | 128,388 | 102,892 | ||||||||||||
Contingent consideration payable | 2,100 | 2,000 | ||||||||||||
SEA | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 104,800 | |||||||||||||
Number of Physicians Employed | item | 40 | |||||||||||||
Tax deductible goodwill | $ 0 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | 545 | |||||||||||||
Accounts receivable | 7,516 | |||||||||||||
Prepaid and other current assets | 210 | |||||||||||||
Acquired intangible assets | 86,200 | |||||||||||||
Goodwill | 47,389 | |||||||||||||
Accounts payable | (1,153) | |||||||||||||
Accrued Liablities | (182) | |||||||||||||
Current deferred tax liabilities | (2,862) | |||||||||||||
Long-term deferred tax liabilities | (32,829) | |||||||||||||
Total purchase price | $ 104,834 | |||||||||||||
SEA | Minimum | ||||||||||||||
Acquisitions | ||||||||||||||
Number of mid-level providers | item | 12 | |||||||||||||
VISTA | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 123,800 | |||||||||||||
Tax deductible goodwill | 15,400 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | 1,062 | |||||||||||||
Accounts receivable | 22,548 | |||||||||||||
Current deferred tax assets | 633 | |||||||||||||
Prepaid and other current assets | 1,245 | |||||||||||||
Property, plant and equipment | 2,739 | |||||||||||||
Acquired intangible assets | 53,270 | |||||||||||||
Goodwill | 73,555 | |||||||||||||
Other long-term assets | 5,920 | |||||||||||||
Accounts payable | (1,940) | |||||||||||||
Accrued Liablities | (5,493) | |||||||||||||
Long-term deferred tax liabilities | (14,197) | |||||||||||||
Insurance reserves | (13,639) | |||||||||||||
Other long-term liabilities | (1,365) | |||||||||||||
Total purchase price | 124,338 | |||||||||||||
EMA | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 271,800 | |||||||||||||
Number of Health Care Facilities | item | 47 | |||||||||||||
Tax deductible goodwill | $ 99,100 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | 7,388 | |||||||||||||
Accounts receivable | 52,978 | |||||||||||||
Prepaid and other current assets | 4,848 | |||||||||||||
Property, plant and equipment | 2,276 | |||||||||||||
Acquired intangible assets | 147,300 | |||||||||||||
Goodwill | 115,905 | |||||||||||||
Other long-term assets | 22,327 | |||||||||||||
Accounts payable | (12,863) | |||||||||||||
Accrued Liablities | (34,699) | |||||||||||||
Long-term deferred tax liabilities | (3,994) | |||||||||||||
Insurance reserves | (29,700) | |||||||||||||
Total purchase price | $ 271,766 | |||||||||||||
Rural and Metro Corporation | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 620,000 | |||||||||||||
Tax deductible goodwill | $ 4,200 | |||||||||||||
Number of states where ambulance and fire protections servcies are provided | item | 19 | |||||||||||||
Number of communities where ambulance and fire protection services are provided | item | 700 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | $ 18,559 | |||||||||||||
Insurance collateral | 39,934 | |||||||||||||
Accounts receivable | 89,000 | |||||||||||||
Parts and supplies inventory | 7,835 | |||||||||||||
Current deferred tax assets | 79,103 | |||||||||||||
Prepaid and other current assets | 18,244 | |||||||||||||
Property, plant and equipment | 92,490 | |||||||||||||
Acquired intangible assets | 224,800 | |||||||||||||
Goodwill | 402,823 | |||||||||||||
Other long-term assets | 2,676 | |||||||||||||
Accounts payable | (16,802) | |||||||||||||
Accrued liabilities | (1,318) | |||||||||||||
Accrued Liablities | (84,700) | |||||||||||||
Capital Lease Obligations | (1,408) | |||||||||||||
Long-term deferred tax liabilities | (150,856) | |||||||||||||
Insurance reserves | (25,510) | |||||||||||||
Other long-term liabilities | (26,833) | |||||||||||||
Total purchase price | 668,037 | |||||||||||||
Working capital adjustment | $ 48,000 | |||||||||||||
Questcare Medical Services P A and QRx Mediacl Management LLC | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 136,300 | |||||||||||||
Tax deductible goodwill | 22,600 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | 1,682 | |||||||||||||
Insurance collateral | 6,420 | |||||||||||||
Accounts receivable | 22,210 | |||||||||||||
Current deferred tax assets | 790 | |||||||||||||
Prepaid and other current assets | 2,609 | |||||||||||||
Property, plant and equipment | 2,623 | |||||||||||||
Acquired intangible assets | 67,200 | |||||||||||||
Goodwill | 53,066 | |||||||||||||
Long-term deferred tax asset | 825 | |||||||||||||
Other long-term assets | 2,188 | |||||||||||||
Accounts payable | (2,646) | |||||||||||||
Accrued liabilities | (12,628) | |||||||||||||
Insurance reserves | (8,047) | |||||||||||||
Other long-term liabilities | (33) | |||||||||||||
Total purchase price | $ 136,259 | |||||||||||||
Questcare Medical Services P A and QRx Mediacl Management LLC | Minimum | ||||||||||||||
Acquisitions | ||||||||||||||
Number of mid-level providers | item | 800 | |||||||||||||
Number of Health Care Facilities | item | 50 | |||||||||||||
SEA, VISTA, EMA, Rural And Metro Corporation And Questcare Medical Services PA nd Qrx Mediacl Management Llc | ||||||||||||||
Unaudited pro forma operating results | ||||||||||||||
Revenue | 527,600 | |||||||||||||
Care First, Inc. | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 7,300 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Working capital adjustment | $ 700 | |||||||||||||
Vital Marlboro Entities [Member] | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 42,500 | |||||||||||||
Tax deductible goodwill | $ 9,300 | |||||||||||||
NTEP | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 25,000 | |||||||||||||
Number of Physicians Employed | item | 27 | |||||||||||||
Number of mid-level providers | item | 5 | |||||||||||||
MetroCare Services-Abilene GP LLC | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 5,000 | |||||||||||||
Tax deductible goodwill | $ 1,000 | |||||||||||||
Phoenix Physicians | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 169,500 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Cash and cash equivalents | 139 | |||||||||||||
Accounts receivable | 16,748 | |||||||||||||
Current deferred tax assets | 137 | |||||||||||||
Prepaid and other current assets | 24,795 | |||||||||||||
Property, plant and equipment | 98,200 | |||||||||||||
Acquired intangible assets | 57,630 | |||||||||||||
Goodwill | 92 | |||||||||||||
Accounts payable | (1,073) | |||||||||||||
Accrued Liablities | (13,128) | |||||||||||||
Long-term deferred tax liabilities | (374) | |||||||||||||
Insurance reserves | (13,716) | |||||||||||||
Total purchase price | $ 169,450 | |||||||||||||
Increase in goodwill due to purchase price allocation adjustments | 1,000 | |||||||||||||
Purchase price allocation adjustment, accrued liabilities | 1,200 | |||||||||||||
Other 2014 Acquisition | ||||||||||||||
Acquisitions | ||||||||||||||
Total consideration of acquisitions paid in cash | $ 38,000 | |||||||||||||
Tax deductible goodwill | 4,900 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Net current assets | 3,500 | |||||||||||||
Acquired intangible assets | 28,700 | |||||||||||||
Goodwill | 9,500 | |||||||||||||
Long-term deferred tax liabilities | (3,700) | |||||||||||||
Purchase price allocation adjustment, intangible assets | 1,300 | |||||||||||||
Other 2015 Acquisition | ||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Current deferred tax assets | 2,300 | |||||||||||||
Net current assets | 6,700 | |||||||||||||
Acquired intangible assets | 53,100 | |||||||||||||
Goodwill | 24,300 | |||||||||||||
Long-term deferred tax liabilities | (9,200) | |||||||||||||
CMORx, LLC and Loya Medical Services, PLLC | ||||||||||||||
Acquisitions | ||||||||||||||
Number of related corporations which leverage the provision of non-emergency medical transportation services | item | 2 | |||||||||||||
Total consideration of acquisitions paid in cash | $ 34,200 | |||||||||||||
Tax deductible goodwill | 20,800 | |||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Acquired intangible assets | 14,900 | |||||||||||||
Goodwill | 20,800 | |||||||||||||
Purchase price allocation adjustment, intangible assets | 5,400 | |||||||||||||
Unaudited pro forma operating results | ||||||||||||||
Net current liabilities | $ 1,500 | |||||||||||||
EVHC | VISTA | ||||||||||||||
Allocation of the purchase price, which is subject to adjustment based upon the completion of purchase price allocations | ||||||||||||||
Working capital adjustment | $ 500 | |||||||||||||
SEA Pension Plan | ||||||||||||||
Acquisitions | ||||||||||||||
Pension plan assets | 10,100 | |||||||||||||
Pension plan liabilities | $ 10,100 | |||||||||||||
NTEP Pension Plan | ||||||||||||||
Acquisitions | ||||||||||||||
Pension plan assets | $ 2,800 | |||||||||||||
Pension plan liabilities | $ 2,800 |
Property, Plant and Equipment67
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $ 617,432 | $ 417,978 | |
Less: accumulated depreciation and amortization | (281,563) | (206,702) | |
Property, Plant and Equipment, Net, Total | 335,869 | 211,276 | |
Depreciation expense | 76,500 | 65,600 | $ 63,900 |
Land | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 6,163 | 4,553 | |
Building and leasehold improvements | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 36,363 | 25,516 | |
Vehicles | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 258,087 | 175,082 | |
Computer hardware and software | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | 129,398 | 97,978 | |
Communication and medical equipment and other | |||
Property, plant and equipment, net | |||
Property, plant and equipment, gross | $ 187,421 | $ 114,849 |
Intangible Assets, net - Intang
Intangible Assets, net - Intangibles Excluding Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amortized intangible assets | |||
Gross Carrying Amount | $ 1,343,070 | $ 717,800 | |
Accumulated Amortization | (370,735) | (264,374) | |
Amortization expense | 106,400 | 80,600 | $ 76,700 |
Unamortized intangible assets, Carrying Amount | |||
Trade names | 37,485 | 36,045 | |
Radio frequencies | 901 | 901 | |
License | 40,910 | 34,110 | |
Total | 1,422,366 | 788,856 | |
Estimated annual amortization over each of the next five years | |||
2,015 | 121,478 | ||
2,016 | 114,978 | ||
2,017 | 107,691 | ||
2,018 | 101,342 | ||
2,019 | 99,213 | ||
Contract value | |||
Amortized intangible assets | |||
Gross Carrying Amount | 1,218,590 | 651,190 | |
Accumulated Amortization | $ (339,302) | $ (245,803) | |
Contract value | Minimum | |||
Amortized intangible assets | |||
Estimated Useful Life | 4 years | 4 years | |
Contract value | Maximum | |||
Amortized intangible assets | |||
Estimated Useful Life | 15 years | 15 years | |
Physician referral network | |||
Amortized intangible assets | |||
Estimated Useful Life | 8 years | 8 years | |
Gross Carrying Amount | $ 58,650 | $ 58,650 | |
Accumulated Amortization | (22,177) | (14,679) | |
Covenants not to compete | |||
Amortized intangible assets | |||
Gross Carrying Amount | 5,350 | 5,490 | |
Accumulated Amortization | $ (4,045) | $ (3,725) | |
Covenants not to compete | Minimum | |||
Amortized intangible assets | |||
Estimated Useful Life | 5 years | 5 years | |
Covenants not to compete | Maximum | |||
Amortized intangible assets | |||
Estimated Useful Life | 9 years | 9 years | |
Trade names | |||
Amortized intangible assets | |||
Gross Carrying Amount | $ 52,420 | $ 2,470 | |
Accumulated Amortization | $ (2,865) | $ (167) | |
Trade names | Minimum | |||
Amortized intangible assets | |||
Estimated Useful Life | 4 years | 4 years | |
Trade names | Maximum | |||
Amortized intangible assets | |||
Estimated Useful Life | 21 years | 21 years | |
Other. | |||
Amortized intangible assets | |||
Gross Carrying Amount | $ 8,060 | ||
Accumulated Amortization | $ (2,346) | ||
Other. | Minimum | |||
Amortized intangible assets | |||
Estimated Useful Life | 2 years | 2 years | |
Other. | Maximum | |||
Amortized intangible assets | |||
Estimated Useful Life | 4 years | 4 years |
Intangible Assets, net - Goodwi
Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | $ 3,271,933 | $ 2,538,633 |
Acquisitions | 598,786 | 103,365 |
Deferred Taxes | 134,897 | 4,618 |
Adjustments | (383) | (5,020) |
Balance at end of period | 2,538,633 | 2,435,670 |
EmCare | ||
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | 1,999,115 | 1,679,495 |
Acquisitions | 257,776 | 100,529 |
Deferred Taxes | 60,981 | 445 |
Adjustments | 863 | 3,639 |
Balance at end of period | 1,679,495 | 1,574,882 |
AMR | ||
Changes in the carrying amount of goodwill | ||
Balance at beginning of period | 1,272,818 | 859,138 |
Acquisitions | 341,010 | 2,836 |
Deferred Taxes | 73,916 | 4,173 |
Adjustments | (1,246) | (8,659) |
Balance at end of period | $ 859,138 | $ 860,788 |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current deferred tax assets (liabilities): | ||
Accounts receivable | $ 7,425 | $ 8,278 |
Accrual to cash | (143,861) | (128,507) |
Accrued liabilities | 26,702 | 11,171 |
Credit carryforwards | 2,375 | |
Net operating loss carryforwards | 23,969 | 2,405 |
Net current deferred tax liabilities | (85,765) | (104,278) |
Long-term deferred tax liabilities (assets): | ||
Intangible assets | (277,705) | (160,186) |
Insurance and other long-term liabilities | 54,385 | 46,760 |
Excess of tax over book depreciation | (52,685) | (39,927) |
Net operating loss carryforwards | 68,236 | 30,836 |
Credit carryforwards | 3,051 | 2,580 |
Valuation allowance | (15,811) | (11,026) |
Attribute reduction | (62,816) | |
Net long-term deferred tax liabilities | (283,345) | (130,963) |
Net deferred tax liabilities | $ (369,110) | $ (235,241) |
Income Taxes - Deferred Taxes,
Income Taxes - Deferred Taxes, Valuation and NOLs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes | ||
Deferred tax assets | $ 183.8 | $ 104.4 |
Deferred tax liabilities | 552.9 | $ 339.6 |
Increase in valuation allowance | 4.8 | |
Federal | ||
Income Taxes | ||
Net operating loss carryforwards | $ 208.2 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits and Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | |||
Balance at the beginning of the period | $ 1,626 | $ 614 | $ 3,467 |
Additions for tax positions of prior years | 4,457 | 1,494 | 216 |
Reductions for tax positions due to lapse of statute of limitations | (1,016) | (482) | (3,069) |
Balance at the end of the period | 5,067 | 1,626 | 614 |
Recognition of interest and penalties expense | 800 | 300 | 200 |
Reversal of interest previously recognized | 400 | 100 | 500 |
Unrecognized tax benefits that may reduce future tax expense | 1,500 | 1,600 | 200 |
Current tax (benefit) expense | |||
Federal | 89,640 | 40,245 | (7,347) |
State | 8,326 | 4,602 | 3,937 |
Total | 97,966 | 44,847 | (3,410) |
Deferred tax (benefit) expense | |||
Federal | (4,019) | 40,298 | 8,002 |
State | 3,427 | 4,353 | (5,586) |
Total | (592) | 44,651 | 2,416 |
Total tax (benefit) expense | |||
Federal | 85,621 | 80,543 | 655 |
State | 11,753 | 8,955 | (1,649) |
Total | 97,374 | 89,498 | (994) |
Realized tax benefit as a result of utilization of federal NOLs | 8,000 | ||
Reconciliation of the provision for income taxes at the federal statutory rate compared to the entity's effective tax rate | |||
Income tax expense at the statutory rate | 86,719 | 73,188 | 3,562 |
Increase in income taxes resulting from: | |||
State taxes, net of federal | 11,065 | 6,453 | 1,834 |
Tax settlements and filings | (169) | 1,012 | (2,853) |
Tax credits | (849) | (338) | (779) |
Dissenting shareholder settlement | 3,203 | ||
Change in valuation allowance | (363) | 3,816 | (3,126) |
State deferred rate change | 1,067 | (1,170) | (1,161) |
Other | 820 | (967) | 419 |
Income tax benefit (expense) before noncontrolling interest | 98,290 | 81,994 | 1,099 |
Noncontrolling interests | (916) | 7,504 | (2,093) |
Total | $ 97,374 | $ 89,498 | $ (994) |
Insurance Collateral - Summary
Insurance Collateral - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Insurance collateral | ||
Available-for-sale securities | $ 23,192 | $ 30,243 |
Insurance receivable | 644 | 1,470 |
Cash deposits and other | 54,078 | 11,683 |
Total insurance collateral | 77,914 | 43,396 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Available-for-sale Securities, Amortized Cost Basis, Total | 24,047 | 30,406 |
Gross Unrealized Gains | 43 | 98 |
Gross Unrealized Losses | (898) | (261) |
Fair Value | 23,192 | 30,243 |
U.S. Treasuries | ||
Insurance collateral | ||
Available-for-sale securities | 1,191 | |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Available-for-sale Securities, Amortized Cost Basis, Total | 1,182 | |
Gross Unrealized Gains | 12 | |
Gross Unrealized Losses | (3) | |
Fair Value | 1,191 | |
Corporate bonds / Fixed income | ||
Insurance collateral | ||
Available-for-sale securities | 13,096 | 15,397 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Available-for-sale Securities, Amortized Cost Basis, Total | 13,073 | 15,339 |
Gross Unrealized Gains | 43 | 59 |
Gross Unrealized Losses | (20) | (1) |
Fair Value | 13,096 | 15,397 |
Equity securities | ||
Insurance collateral | ||
Available-for-sale securities | 10,096 | 13,655 |
Amortized cost basis and aggregate fair value of the Company's available-for-sale securities | ||
Available-for-sale Securities, Amortized Cost Basis, Total | 10,974 | 13,885 |
Gross Unrealized Gains | 27 | |
Gross Unrealized Losses | (878) | (257) |
Fair Value | 10,096 | $ 13,655 |
U.S. Treasuries and Corporate bonds / Fixed income securities | ||
Contractual maturities of available-for-sale securities | ||
Within one year | 4,100 | |
Longer than one year through five years | $ 9,000 |
Insurance Collateral - Cost and
Insurance Collateral - Cost and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Insurance collateral | |||
Securities available-for-sale, Fair Value, Total | $ 16,449 | $ 12,853 | |
Securities available-for-sale, Unrealized Loss, Total | (898) | (261) | |
Realized net gains on the sale and maturities of available-for-sale securities | 100 | 400 | $ 500 |
U.S. Treasuries | |||
Insurance collateral | |||
Securities available-for-sale, 12 months or more, Fair Value | 130 | ||
Securities available-for-sale, 12 months or more, Unrealized Loss | (3) | ||
Corporate bonds / Fixed income | |||
Insurance collateral | |||
Securities available-for-sale, Less than 12 months, Fair Value | 6,103 | 1,312 | |
Securities available-for-sale, 12 months or more, Fair Value | 250 | 251 | |
Securities available-for-sale, Less than 12 months, Unrealized Loss | (19) | (1) | |
Securities available-for-sale, 12 months or more, Unrealized Loss | (1) | ||
Equity securities | |||
Insurance collateral | |||
Securities available-for-sale, Less than 12 months, Fair Value | 11,160 | ||
Securities available-for-sale, 12 months or more, Fair Value | 10,096 | ||
Securities available-for-sale, Less than 12 months, Unrealized Loss | $ (257) | ||
Securities available-for-sale, 12 months or more, Unrealized Loss | $ (878) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities | ||
Accrued wages and benefits | $ 247,991 | $ 190,220 |
Accrued paid time-off | 37,669 | 27,156 |
Current portion of self-insurance reserves | 103,922 | 74,212 |
Accrued severance and related costs | 10,788 | 8,376 |
Current portion of compliance and legal | 34,021 | 3,407 |
Accrued billing and collection fees | 3,744 | 3,823 |
Accrued incentive compensation | 33,090 | 32,324 |
Accrued income taxes | 17,719 | |
Accrued interest | 19,806 | 22,324 |
Deferred revenue | 27,461 | 3,819 |
Other | 76,234 | 46,996 |
Total accrued liabilities | $ 612,445 | $ 412,657 |
Debt - Debt Instruments and Act
Debt - Debt Instruments and Activity (Details) $ in Thousands | Nov. 12, 2015USD ($) | Oct. 28, 2015USD ($) | Jun. 18, 2014USD ($) | Dec. 30, 2013USD ($) | Feb. 27, 2013USD ($) | Feb. 07, 2013USD ($) | Feb. 06, 2013 | Feb. 26, 2013 | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 06, 2015USD ($) | Jun. 30, 2012USD ($) | May. 25, 2011USD ($) |
Long-Term Debt | |||||||||||||||
Loss on early debt extinguishment | $ 66,397 | $ 68,379 | |||||||||||||
Outstanding debt | $ 140,800 | 112,300 | |||||||||||||
Debt issuance expense related to amendments | 26,463 | 2,224 | 5,011 | ||||||||||||
Senior unsecured notes due 2019 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Principal amount of debt redeemed | $ 617,500 | $ 332,500 | |||||||||||||
Redemption price (as a percent) | 106.094% | 108.125% | |||||||||||||
Repayments of debt and capital lease obligations | $ 2,400 | $ 2,200 | |||||||||||||
Loss on early debt extinguishment | 66,400 | $ 38,700 | |||||||||||||
Senior unsecured notes due 2019 | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | $ 950,000 | ||||||||||||||
Senior unsecured notes due 2019 | Captive insurance subsidiary | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | 9,800 | $ 5,200 | 5,200 | ||||||||||||
Senior unsecured notes purchased by EMSC subsidiary | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | $ 15,000 | ||||||||||||||
Credit Facilities | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 1,800,000 | ||||||||||||||
Term Loan Facility | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | $ 150,000 | ||||||||||||||
Amount of debt held | $ 2,276,204 | $ 1,289,575 | |||||||||||||
Applicable interest rate variance threshold for incremental borrowings that will determine a re-price of the Term Loan Facility (as a percent) | 0.50% | ||||||||||||||
Percentage range of the re-price of the Term Loan Facility that is dependent on the interest rate variance between the incremental borrowings and Term Loan Facility (as a percent) | 0.50% | ||||||||||||||
Loss on early debt extinguishment | $ 100 | ||||||||||||||
Interest rate (as a percent) | 4.50% | 4.00% | |||||||||||||
Term Loan Facility | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | 1,440,000 | ||||||||||||||
Term Loan Facility | Option one | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 1.50% | ||||||||||||||
Interest rate margin (as a percent) | 3.75% | ||||||||||||||
Term Loan Facility | Option one | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 3.00% | ||||||||||||||
Interest rate in the event of meeting specified consolidated first lien net leverage ratio (as a percent) | 2.75% | ||||||||||||||
Consolidated first lien net leverage ratio | 2.50 | ||||||||||||||
Term Loan Facility | Option one | Overnight federal funds rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
Term Loan Facility | Option two | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 2.50% | ||||||||||||||
Interest rate margin (as a percent) | 2.75% | ||||||||||||||
Term Loan Facility | Option two | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 2.00% | ||||||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||||||
Interest rate in the event of meeting specified consolidated first lien net leverage ratio (as a percent) | 1.75% | ||||||||||||||
Term Loan Facility | Option two | Overnight federal funds rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
Term Loan Facility | Option two | Adjusted LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | one-month LIBOR | One-month Term Loan LIBOR rate | |||||||||||||
Term Loan Facility | Option two | Adjusted LIBOR rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Reference rate (as a percent) | 1.00% | ||||||||||||||
Tranche B-2 Incremental Term Loans due 2022 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | $ 365,000 | $ 635,000 | |||||||||||||
Redemption price (as a percent) | 101.00% | ||||||||||||||
Original issue discount (as a percent) | 1.00% | 0.50% | |||||||||||||
Tranche B-2 Incremental Term Loans due 2022 | LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | LIBOR | ||||||||||||||
Basis point LIBOR floor (as a percent) | 1.00% | ||||||||||||||
Interest rate margin (as a percent) | 3.25% | 3.50% | |||||||||||||
Incremental increase to the interest rate margin (as a percent) | 0.25% | ||||||||||||||
ABL Facility | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | $ 432 | $ 482 | |||||||||||||
Maximum borrowing capacity | $ 450,000 | ||||||||||||||
Outstanding debt | 140,800 | ||||||||||||||
Available borrowing capacity | $ 409,200 | ||||||||||||||
Period of average excess availability exceeding agreed upon thresholds | 30 days | ||||||||||||||
Fixed charge coverage ratio | 1 | ||||||||||||||
ABL Facility | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Commitment fee (as a percent) | 0.375% | ||||||||||||||
ABL Facility | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Commitment fee (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Maximum borrowing capacity | $ 550,000 | $ 350,000 | |||||||||||||
ABL Facility | Option one | Overnight federal funds rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | LIBOR | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.25% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.75% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability less than or equal to 33% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Average daily excess availability greater than 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability less than or equal to 33% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||||||||
ABL Facility | Option one | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||||||||
ABL Facility | Option two | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.25% | ||||||||||||||
ABL Facility | Option two | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||||||||
ABL Facility | Option two | Overnight federal funds rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability less than or equal to 33% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 33.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 33% but less than or equal to 66% of availability | Maximum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Average daily excess availability greater than 66% of availability | Minimum | |||||||||||||||
Long-Term Debt | |||||||||||||||
Average daily excess availability as a percentage of availability | 66.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | one-month LIBOR | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability less than or equal to 33% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 33% but less than or equal to 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.75% | ||||||||||||||
ABL Facility | Option two | Adjusted LIBOR rate | Corporation | Average daily excess availability greater than 66% of availability | |||||||||||||||
Long-Term Debt | |||||||||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||||||||
ABL Facility | Option two | LIBOR rate | |||||||||||||||
Long-Term Debt | |||||||||||||||
Variable interest rate basis | One-month ABL LIBOR | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Amount of debt held | $ 750,000 | $ 750,000 | |||||||||||||
Loss on early debt extinguishment | $ (9,400) | ||||||||||||||
Repurchase price of debt instrument as a percentage of principal amount in the event of a change of control | 101.00% | ||||||||||||||
Repurchase price of debt instrument as a percentage of principal amount in the event of sale of assets | 100.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period prior to July 1, 2017 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||||||||
Percentage of aggregate principal amount of debt instrument that may be redeemed | 40.00% | ||||||||||||||
Redemption price of debt instrument as a percentage of principal amount with proceeds of certain equity offerings | 105.125% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on and after July 1, 2017 and prior to July 1, 2018 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 103.844% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2018 and prior to July 1, 2019 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 102.563% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2019 and prior to July 1, 2020 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 101.281% | ||||||||||||||
Senior Unsecured Notes due 2022 | Period on or after July 1, 2020 | |||||||||||||||
Long-Term Debt | |||||||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||||||
Senior Unsecured Notes due 2022 | Corporation | |||||||||||||||
Long-Term Debt | |||||||||||||||
Debt issued | $ 750,000 | ||||||||||||||
Interest rate (as a percent) | 5.125% |
Debt - Senior PIK Toggle Notes
Debt - Senior PIK Toggle Notes (Details) - USD ($) $ in Thousands | Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2012 |
Debt | ||||
Loss on early debt extinguishment | $ 66,397 | $ 68,379 | ||
Senior PIK Toggle Notes due 2017 | ||||
Debt | ||||
Face amount of debt | $ 450,000 | |||
Redemption price of debt instrument as a percentage of principal amount | 102.75% | |||
Repayments of debt and capital lease obligations | $ 17,200 | |||
Loss on early debt extinguishment | $ 29,500 |
Debt - Summary and Future Minim
Debt - Summary and Future Minimum Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long-Term Debt | ||
Less current portion | $ (24,550) | $ (12,349) |
Discount on debt | (12,075) | (3,317) |
Long-term debt and capital lease obligations | 2,993,100 | 2,025,877 |
Aggregate amount of minimum payments required on long-term debt and capital lease obligations | ||
2,015 | 24,548 | |
2,016 | 24,315 | |
2,017 | 1,259,775 | |
2,018 | 10,240 | |
2,019 | 10,262 | |
Thereafter | 1,700,585 | |
Total | 3,029,725 | |
Senior Unsecured Notes due 2022 | ||
Long-Term Debt | ||
Total debt | 750,000 | 750,000 |
Term Loan Facility | ||
Long-Term Debt | ||
Total debt | $ 2,276,204 | $ 1,289,575 |
Interest rate (as a percent) | 4.50% | 4.00% |
ABL Facility | ||
Long-Term Debt | ||
Total debt | $ 432 | $ 482 |
Notes due at various dates from 2016 to 2022 | ||
Long-Term Debt | ||
Total debt | $ 3,089 | 1,486 |
Interest rate, minimum (as a percent) | 6.00% | |
Interest rate, maximum (as a percent) | 10.00% | |
Capital lease obligations due at various dates from 2016 to 2018 | ||
Long-Term Debt | ||
Total debt | $ 3,029,725 | $ 2,041,543 |
Derivative Instruments and He79
Derivative Instruments and Hedging Activities (Details) item in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)itemagreement$ / gal | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Derivative Instruments and Hedging Activities | |||
Total gallons of diesel fuel | item | 2.5 | ||
Fuel hedge | |||
Derivative Instruments and Hedging Activities | |||
Number of master agreements | agreement | 1 | ||
Gallons of diesel fuel as a percentage of total estimated annual usage | 18.20% | ||
Fair value of derivative asset | $ 2.8 | $ 1.4 | |
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 | $ (2.8) | ||
Net payments to the counterparty | $ 1.3 | ||
Net receipts from the counterparty | 0.3 | $ 0.5 | |
Fuel hedge | Minimum | |||
Derivative Instruments and Hedging Activities | |||
Diesel fuel price (in dollars per gallon) | $ / gal | 3.16 | ||
Fuel hedge | Maximum | |||
Derivative Instruments and Hedging Activities | |||
Diesel fuel price (in dollars per gallon) | $ / gal | 3.58 | ||
Interest rate swap agreements | |||
Derivative Instruments and Hedging Activities | |||
Notional amount of debt obligations | $ 400 | ||
Effective rate of interest of debt (as a percent) | 4.49% | ||
Fair value of derivative liability | $ 1.5 | ||
Net payments to the counterparty | $ 1.5 | $ 2 | $ 2 |
Changes in Accumulated Other 80
Changes in Accumulated Other Comprehensive Income (Loss) by Component - Changes in AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | $ (1,856) | $ (839) | |
Other comprehensive income (loss) before reclassifications | (1,505) | (1,837) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,712 | 820 | |
Total other comprehensive income (loss), net of tax | 207 | (1,017) | $ (626) |
Balance at the end of the period | (1,649) | (1,856) | (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 | (24) | 699 | |
Other comprehensive income (loss) before reclassifications | (473) | (491) | |
Amounts reclassified from accumulated other comprehensive income (loss) | (13) | (232) | |
Total other comprehensive income (loss), net of tax | (486) | (723) | |
Balance at the end of the period | (510) | (24) | 699 |
Fuel hedge | Gains and losses on cash flow hedges | |||
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | (897) | 420 | |
Other comprehensive income (loss) before reclassifications | (1,627) | (1,130) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 784 | (187) | |
Total other comprehensive income (loss), net of tax | (843) | (1,317) | |
Balance at the end of the period | (1,740) | (897) | 420 |
Interest rate swap agreements | Gains and losses on cash flow hedges | |||
Changes in the company's AOCI by component, after tax | |||
Balance at the beginning of the period | (935) | (1,958) | |
Other comprehensive income (loss) before reclassifications | (6) | (216) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 941 | 1,239 | |
Total other comprehensive income (loss), net of tax | 935 | 1,023 | |
Balance at the end of the period | $ (935) | $ (1,958) | |
Other | |||
Changes in the company's AOCI by component, after tax | |||
Other comprehensive income (loss) before reclassifications | 601 | ||
Total other comprehensive income (loss), net of tax | 601 | ||
Balance at the end of the period | $ 601 |
Changes in Accumulated Other 81
Changes in Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Operating expenses | $ (681,342) | $ (487,841) | $ (424,865) |
Interest expense, net | (117,183) | (110,505) | (186,701) |
Realized gains (losses) on investments | 21 | 371 | 471 |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 247,771 | 209,110 | 10,178 |
Tax benefit (expense) | (97,374) | (89,498) | 994 |
Net income | 144,892 | 125,508 | $ 5,995 |
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 | (2,760) | (1,686) | |
Tax benefit (expense) | 1,035 | 634 | |
Net income | (1,725) | (1,052) | |
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 | (1,254) | 300 | |
Gains and losses on cash flow hedges | Interest rate swap agreements | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Interest expense, net | (1,506) | (1,986) | |
Unrealized holding gains on available-for-sale securities | Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Amounts Reclassified from Accumulated Other Comprehensive Income | |||
Realized gains (losses) on investments | 21 | 371 | |
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 21 | 371 | |
Tax benefit (expense) | (8) | (139) | |
Net income | $ 13 | $ 232 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2015$ / sharesshares | Sep. 30, 2014$ / sharesshares | Jul. 10, 2014$ / sharesshares | Feb. 05, 2014$ / sharesshares | Aug. 19, 2013USD ($)$ / sharesshares | Sep. 30, 2014$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)itemshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Oct. 21, 2015USD ($) |
Equity | |||||||||||
Shares of common stock issued | shares | 27,500,000 | 17,500,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 34.97 | $ 30.50 | $ 34.97 | ||||||||
Aggregate offering price | $ 1,112,017 | ||||||||||
Preferred stock, shares authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Share repurchase program, authorized amount | $ 500,000 | ||||||||||
Shares repurchased (in shares) | shares | 0 | ||||||||||
Underwriter overallotment option | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 6,300,000 | ||||||||||
Aggregate offering price | $ 1,110,900 | ||||||||||
Underwriters' discounts and commissions and offering expenses | 85,000 | ||||||||||
Senior subordinated unsecured notes due 2019 | |||||||||||
Equity | |||||||||||
Amount used to redeem or repay the debt outstanding | $ 332,500 | ||||||||||
Aggregate principal amount of notes redeemed | 356,500 | ||||||||||
ABL Facility | |||||||||||
Equity | |||||||||||
Amount used to redeem or repay the debt outstanding | 16,500 | ||||||||||
Amount of debt held | $ 432 | $ 432 | $ 482 | ||||||||
EVHC | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 27,500,000 | ||||||||||
Aggregate offering price | $ 1,025,900 | $ 1,110,900 | |||||||||
Number of votes for each share | item | 1 | ||||||||||
Preferred stock, shares authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
EVHC | Initial public offering | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 42,000,000 | ||||||||||
Aggregate offering price | $ 1,110,900 | ||||||||||
EVHC | Underwriter overallotment option | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 6,300,000 | ||||||||||
Issue price (in dollars per share) | $ / shares | $ 23 | ||||||||||
Aggregate offering price | $ 1,025,900 | ||||||||||
Underwriters' discounts and commissions and offering expenses | 85,000 | ||||||||||
EVHC | Senior PIK Toggle Notes due 2017 | |||||||||||
Equity | |||||||||||
Amount used to redeem or repay the debt outstanding | $ 479,600 | ||||||||||
EVHC | ABL Facility | |||||||||||
Equity | |||||||||||
Amount used to redeem or repay the debt outstanding | 16,500 | ||||||||||
Captive insurance subsidiary | Senior subordinated unsecured notes due 2019 | |||||||||||
Equity | |||||||||||
Amount of debt held | 5,200 | ||||||||||
CD&R | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 50,857,145 | 17,500,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 36.25 | $ 34.97 | $ 30.50 | $ 34.97 | |||||||
Payment made in connection with the termination of a corporation consulting agreement | 20,000 | 20,000 | |||||||||
CD&R | EVHC | |||||||||||
Equity | |||||||||||
Payment made in connection with the termination of a corporation consulting agreement | $ 20,000 | $ 20,000 | |||||||||
Initial public offering | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 42,000,000 | ||||||||||
Issue price (in dollars per share) | $ / shares | $ 23 | ||||||||||
Underwriter overallotment option | |||||||||||
Equity | |||||||||||
Shares of common stock issued | shares | 50,857,145 | 4,125,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 36.25 | $ 34 | |||||||||
Underwriter overallotment option | CD&R | |||||||||||
Equity | |||||||||||
Issue price (in dollars per share) | $ / shares | $ 34 |
Retirement Plans and Employee83
Retirement Plans and Employee Benefits - Change in Benefit Obligation, Plan Assets and Net Periodic Benefits Costs (Details) $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Other changes in plan assets and benefit obligations recognized as other comprehensive loss (income) | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Net of Tax | $ 600 | |
Defined Benefit Plan, Accumulated Benefit Obligation | $ 37,500 | 37,500 |
Pension Plan | ||
Change in benefit obligation: | ||
Benefit obligation as of acquisition date of Rural/ Metro of October 28, 2015 | 40,318 | |
Service costs | 556 | |
Interest costs | 315 | |
Plan participants' contributions | 1 | |
Benefits paid | (16) | |
Actuarial (gain) loss | 1,106 | |
Benefit obligation at December 31, 2015 | 40,068 | 40,068 |
Change in plan assets: | ||
Fair value of plan assets, Beginning balance | 18,669 | |
Actual return on plan assets | (272) | |
Benefits paid | (16) | |
Plan participants' contributions | 1 | |
Fair value of plan assets, Ending balance | 18,382 | 18,382 |
Net periodic benefit costs | ||
Service costs | 556 | |
Interest costs | 315 | |
Expected return on plan assets | (233) | |
Net periodic benefit cost | 638 | |
Other changes in plan assets and benefit obligations recognized as other comprehensive loss (income) | ||
Net gain | (601) | |
Total recognized as net periodic benefit cost and other comprehensive loss (income) | 37 | |
Funded status | $ (21,686) | $ (21,686) |
Retirement Plans and Employee84
Retirement Plans and Employee Benefits - Assumptions for Benefit Obligation and Net Periodic Benefit Cost (Details) | 2 Months Ended |
Dec. 31, 2015 | |
Assumptions used to determine benefit obligation | |
Discount rate | 4.80% |
Rate of increase in compensation levels | 2.00% |
Assumptions used to determine net periodic benefit cost | |
Discount rate | 4.69% |
Rate of increase in compensation levels | 2.00% |
Expected long-term rate of return on assets | 7.50% |
Retirement Plans and Employee85
Retirement Plans and Employee Benefits - Target and Actual Asset Allocations (Details) - Pension Plan | 12 Months Ended |
Dec. 31, 2015 | |
Target and Actual Asset Allocations | |
Target Allocation, Minimum | 100.00% |
Target Allocation, Maximum | 100.00% |
Actual Allocation | 100.00% |
Equity securities | |
Target and Actual Asset Allocations | |
Target Allocation, Minimum | 60.00% |
Target Allocation, Maximum | 70.00% |
Actual Allocation | 57.80% |
Debt securities | |
Target and Actual Asset Allocations | |
Target Allocation, Minimum | 25.00% |
Target Allocation, Maximum | 40.00% |
Actual Allocation | 33.90% |
Real estate | |
Target and Actual Asset Allocations | |
Target Allocation, Minimum | 5.00% |
Target Allocation, Maximum | 15.00% |
Actual Allocation | 8.30% |
Retirement Plans and Employee86
Retirement Plans and Employee Benefits - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 2 Months Ended | |
Dec. 31, 2015 | Oct. 28, 2015 | |
Level 3 | Real estate | ||
Defined Benefit Pension Plan | ||
Decrease in plan assets as a result of net purchases and sales | $ 100 | |
Pension Plan | ||
Defined Benefit Pension Plan | ||
Total plan assets | 18,382 | $ 18,669 |
Pension Plan | Equity securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 10,627 | |
Pension Plan | Debt securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 6,239 | |
Pension Plan | Real estate | ||
Defined Benefit Pension Plan | ||
Total plan assets | 1,516 | |
Pension Plan | Level 1 | ||
Defined Benefit Pension Plan | ||
Total plan assets | 12,312 | |
Pension Plan | Level 1 | Equity securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 10,350 | |
Pension Plan | Level 1 | Debt securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 1,560 | |
Pension Plan | Level 1 | Real estate | ||
Defined Benefit Pension Plan | ||
Total plan assets | 402 | |
Pension Plan | Level 2 | ||
Defined Benefit Pension Plan | ||
Total plan assets | 4,956 | |
Pension Plan | Level 2 | Equity securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 277 | |
Pension Plan | Level 2 | Debt securities | ||
Defined Benefit Pension Plan | ||
Total plan assets | 4,679 | |
Pension Plan | Level 3 | ||
Defined Benefit Pension Plan | ||
Total plan assets | 1,114 | |
Pension Plan | Level 3 | Real estate | ||
Defined Benefit Pension Plan | ||
Total plan assets | $ 1,114 |
Retirement Plans and Employee87
Retirement Plans and Employee Benefits - Expected Benefit Payments and Other Pension Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Jan. 30, 2015 |
Expected benefit payments | |||
2,016 | $ 210 | ||
2,017 | 289 | ||
2,018 | 395 | ||
2,019 | 512 | ||
2,020 | 611 | ||
2021-2025 | 5,883 | ||
Other pension plans | |||
Accumulated benefit obligation | $ 37,500 | ||
SEA Pension Plan | |||
Other pension plans | |||
Accumulated benefit obligation | $ 10,100 | ||
NTEP Pension Plan | |||
Other pension plans | |||
Accumulated benefit obligation | $ 2,800 |
Retirement Plans and Employee88
Retirement Plans and Employee Benefits - Other Postemployment Benefits (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Retirement Plans and Employee Benefits | |||
Number of 401(k) Plans | item | 2 | ||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 40.00% | ||
Maximum annual employee contribution | $ 18,000 | ||
Employer matching contribution (as a percent) | 50.00% | ||
Maximum percentage of employee's eligible compensation for employer contribution match | 6.00% | ||
Employer contributions | $ 14,100 | $ 12,900 | $ 9,300 |
Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Employer contributions | $ 4,300 | $ 2,900 | $ 2,000 |
Percentage reduction in employee's annual compensation in exchange for employer contribution made to their retirement account | 20.00% | ||
Minimum | Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 1.00% | ||
Maximum | Associated Physicians' Plan | |||
Retirement Plans and Employee Benefits | |||
Maximum percentage of compensation which an employee may contribute under the 401(k) Plans | 25.00% |
Retirement Plans and Employee89
Retirement Plans and Employee Benefits - Employee Stock Purchase Plan and Provider Stock Purchase Plan (Details) shares in Millions | May. 01, 2015USD ($)itemshares | Dec. 31, 2015shares |
the ESPP and the PSPP | ||
Employee Stock Purchase Plan and Provider Stock Purchase Plan | ||
Stock issued under plans (in shares) | 0.2 | |
the ESPP | ||
Employee Stock Purchase Plan and Provider Stock Purchase Plan | ||
Common stock, shares authorized for issuance | 1.2 | |
Requisite service period for participation in plan | 60 days | |
the PSPP | ||
Employee Stock Purchase Plan and Provider Stock Purchase Plan | ||
Common stock, shares authorized for issuance | 1.2 | |
Requisite service provider hours | item | 240 | |
Requisite service provider work hours per month for participation in plan | item | 120 | |
Maximum fair value of common stock in any offering period | $ | $ 25,000 | |
Purchase price of stock expressed as a percentage of the closing price of the common stock on the last trading day of the offering period | 90.00% |
Equity Based Compensation - Equ
Equity Based Compensation - Equity Award Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Sep. 30, 2014$ / shares | Feb. 05, 2014$ / shares | Aug. 19, 2013shares | |
Equity based compensation | ||||||
Compensation charges | $ | $ 6,600 | $ 5,100 | $ 4,200 | |||
Weighted Average Remaining Life | ||||||
Market price (in dollars per share) | $ / shares | $ 34.97 | $ 30.50 | ||||
Maximum | ||||||
Equity based compensation | ||||||
Number of shares granted | 2,500,000 | |||||
Stock options | ||||||
Equity based compensation | ||||||
Tax benefits realized from stock awards exercised | $ | $ 39,100 | $ 46,200 | ||||
Stock options | Class A | ||||||
Shares | ||||||
Outstanding at beginning of year (in shares) | 12,374,898 | |||||
Granted (in shares) | 102,990 | |||||
Exercised (in shares) | (3,061,183) | |||||
Expired (in shares) | (1,865) | |||||
Forfeited (in shares) | (24,524) | |||||
Outstanding at end of year (in shares) | 9,390,316 | 12,374,898 | ||||
Exercisable at end of year (in shares) | 9,000,302 | |||||
Weighted Average Exercise Price | ||||||
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 4.10 | |||||
Granted (in dollars per share) | $ / shares | 35.29 | |||||
Exercised (in dollars per share) | $ / shares | 4.05 | |||||
Expired (in dollars per share) | $ / shares | 28.16 | |||||
Forfeited (in dollars per share) | $ / shares | 15.80 | |||||
Outstanding at end of year (in dollars per share) | $ / shares | 4.42 | $ 4.10 | ||||
Exercisable at end of year (in dollars per share) | $ / shares | $ 4.05 | |||||
Aggregate Intrinsic Value | ||||||
Outstanding at beginning of year | $ | $ 378,574 | |||||
Outstanding at end of year | $ | 203,561 | $ 378,574 | ||||
Exercisable at end of year | $ | $ 197,854 | |||||
Weighted Average Remaining Life | ||||||
Outstanding | 5 years 6 months | 6 years 3 months 18 days | ||||
Exercisable at end of year | 5 years 4 months 24 days | |||||
Stock options | Maximum | ||||||
Equity based compensation | ||||||
Tax benefits realized from stock awards exercised | $ | $ 1,000 | |||||
RSUs | Non-employee directors | ||||||
Equity based compensation | ||||||
Number of shares granted | 54,272 | 45,370 | 23,623 | |||
Weighted Average Remaining Life | ||||||
Market price (in dollars per share) | $ / shares | $ 34.98 | $ 33.32 | $ 7.39 | |||
Omnibus Incentive Plan | ||||||
Equity based compensation | ||||||
Shares of Common Stock available for grant | 16,376,956 | 16,708,289 | ||||
Number of shares granted | 0 | |||||
Omnibus Incentive Plan | Maximum | ||||||
Equity based compensation | ||||||
Fair market value of awards granted | $ | $ 5,000 | |||||
Omnibus Incentive Plan | Performance based awards | ||||||
Equity based compensation | ||||||
Number of participants to whom awards granted in a calendar year may exceed 2.5 million shares of Common Stock or 1.5 million performance awards with a value exceeding $5.0 million | item | 0 | |||||
Omnibus Incentive Plan | Performance based awards | Maximum | ||||||
Equity based compensation | ||||||
Number of shares granted | 1,500,000 | |||||
Omnibus Incentive Plan | Stock options | Maximum | ||||||
Equity based compensation | ||||||
Term of awards | 10 years |
Equity Based Compensation - Val
Equity Based Compensation - Valuation Assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair value assumptions | |||
Weighted average fair value of the options granted (in dollars per share) | $ 12.96 | $ 11.03 | |
Total intrinsic value of awards exercised | $ 103.7 | $ 115 | |
Unrecognized compensation expense | $ 1.6 | ||
Weighted average remaining vesting life | 1 year | ||
Stock options | |||
Fair value assumptions | |||
Volatility, minimum (as a percent) | 30.00% | ||
Volatility, maximum (as a percent) | 35.00% | ||
Volatility (as a percent) | 35.00% | 35.00% | |
Risk free rate, minimum (as a percent) | 1.53% | 0.33% | 0.67% |
Risk free rate, maximum (as a percent) | 1.92% | 2.17% | 1.56% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected term of options | 5 years | ||
Stock options | Maximum | |||
Fair value assumptions | |||
Expected term of options | 6 years 3 months 18 days | 7 years | |
Stock options | Minimum | |||
Fair value assumptions | |||
Expected term of options | 5 years 9 months 18 days | 6 years 3 months 18 days |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies | |||
Rental expense | $ 56,800 | $ 45,700 | $ 44,800 |
Capital Leases | |||
2,016 | 1,307 | ||
2,017 | 1,009 | ||
2,018 | 338 | ||
2,019 | 243 | ||
2,020 | 243 | ||
Thereafter | 567 | ||
Total | 3,707 | ||
Less imputed interest | (618) | ||
Total capital lease obligations | 3,089 | ||
Less current portion | (1,126) | ||
Long-term capital lease obligations | 1,963 | ||
Operating Leases & Other | |||
2,016 | 101,576 | ||
2,017 | 68,007 | ||
2,018 | 57,658 | ||
2,019 | 46,691 | ||
2,020 | 28,068 | ||
Thereafter | 62,244 | ||
Total | $ 364,244 |
Commitments and Contingencies93
Commitments and Contingencies - Services, Letters of Credit and Other Legal Matters (Details) $ in Thousands | Apr. 15, 2013USD ($) | Jun. 14, 2012USD ($) | May. 20, 2011USD ($) | Sep. 12, 2006USD ($) | Dec. 31, 2013USD ($) | Mar. 10, 2010item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)item | Nov. 30, 2013item |
Commitments and Contingencies | |||||||||
Outstanding letters of credit | $ 140,800 | $ 112,300 | |||||||
Payment of dissenting shareholder settlement | $ 13,717 | ||||||||
Payment of dissenting shareholder settlement | 38,336 | ||||||||
Merion Capital, L.P | |||||||||
Commitments and Contingencies | |||||||||
Settlement amount to resolve the claims | $ 52,100 | ||||||||
Payment of dissenting shareholder settlement | 13,700 | ||||||||
Payment of dissenting shareholder settlement | 38,300 | ||||||||
Legal settlement costs | 8,400 | ||||||||
Accrued interest included in reserve for unpaid merger consideration | $ 1,900 | ||||||||
AMR | Predecessor | |||||||||
Commitments and Contingencies | |||||||||
Number of lawsuits purporting to be class actions filed | item | 4 | ||||||||
Violation of the federal anti-kickback statute | AMR | |||||||||
Commitments and Contingencies | |||||||||
Term of CIA | 5 years | ||||||||
Violation of the federal anti-kickback statute | AMR | Predecessor | |||||||||
Commitments and Contingencies | |||||||||
Amount paid for settlement | $ 9,000 | ||||||||
Subpoena from the DOJ | AMR | Predecessor | |||||||||
Commitments and Contingencies | |||||||||
Term of CIA | 5 years | ||||||||
Settlement amount to resolve the claims | $ 2,700 | ||||||||
Subpoena from the OIG | EmCare | |||||||||
Commitments and Contingencies | |||||||||
Number of lawsuits, in which the Company is defendant | item | 2 | ||||||||
Subpoena from New Hampshire Department of Insurance | AMR | |||||||||
Commitments and Contingencies | |||||||||
Number of motor vehicle accident patients transported by AMR | item | 150 | ||||||||
Rural Metro [Member] | |||||||||
Commitments and Contingencies | |||||||||
Term of CIA | 5 years | ||||||||
Settlement amount to resolve the claims | $ 5,500 | ||||||||
Pending Litigation | HMA Lawsuits | |||||||||
Commitments and Contingencies | |||||||||
Reserve | $ 30,000 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | $ 1,598,427 | $ 1,363,239 | |
Current liabilities | 791,745 | 576,868 | |
AHAH-Evolution JV | |||
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | 38,815 | ||
Current liabilities | 10,095 | ||
Cash contributions for working capital requirements | $ 100 | ||
AHAH-Evolution JV | Evolution | |||
Variable Interest Entities | |||
Voting control (as a percent) | 50.00% | ||
UHS-EmCare JV | |||
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | $ 37,448 | 21,427 | |
Current liabilities | 12,638 | 6,748 | |
Cash contributions for working capital requirements | $ 0 | 300 | |
UHS-EmCare JV | EmCare | |||
Variable Interest Entities | |||
Voting control (as a percent) | 50.00% | ||
HCA-EmCare JV | |||
Summary of the assets and liabilities which are included in the Company's consolidated financial statements | |||
Current assets | $ 179,632 | 155,041 | |
Current liabilities | 54,861 | 31,163 | |
Cash contributions for working capital requirements | $ 0 | $ 1,000 | $ 3,000 |
HCA-EmCare JV | EmCare | |||
Variable Interest Entities | |||
Voting control (as a percent) | 50.00% |
Insurance - Insurance Reserves
Insurance - Insurance Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Discount rate for claims other than general liability claims (as a percent) | 1.50% | |
Non-health and welfare insurance reserves | ||
Accrued Liabilities | $ 103,922 | $ 74,212 |
Insurance reserves | 252,650 | 180,639 |
Total Liabilities | 356,572 | 254,851 |
Minimum | ||
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Liability exposure in instances where third-party insurance coverage is obtained | 1,000 | |
Maximum | ||
Schedule of Business Insurance Collateral and Reserve [Line Items] | ||
Liability exposure in instances where third-party insurance coverage is obtained | 3,000 | |
Automobile | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 14,563 | 7,469 |
Insurance reserves | 15,554 | 6,230 |
Total Liabilities | 30,117 | 13,699 |
Workers compensation | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 28,025 | 18,299 |
Insurance reserves | 41,528 | 30,826 |
Total Liabilities | 69,553 | 49,125 |
General/Professional liability | ||
Non-health and welfare insurance reserves | ||
Accrued Liabilities | 61,334 | 48,444 |
Insurance reserves | 195,568 | 143,583 |
Total Liabilities | $ 256,902 | $ 192,027 |
Insurance - Estimated Losses Un
Insurance - Estimated Losses Under Self-Insured Programs and Future Claim Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Changes to the entity's estimated losses under self-insured programs | |||
Balance at the beginning of the period | $ 254,851 | $ 249,165 | $ 238,597 |
Expense for current period reserves | 59,176 | 62,836 | 74,501 |
Unfavorable (favorable) changes to prior reserves | 7,264 | 7,539 | 9,141 |
Changes in losses covered by commercial insurance programs | 15,649 | 17,532 | |
Increase in reserves from acquisitions | 90,593 | 18,217 | |
Payments for claims | (70,961) | (100,438) | (73,074) |
Balance at the end of the period | 356,572 | 254,851 | 249,165 |
Discount factor | 7,438 | 7,045 | 8,418 |
Undiscounted reserve, end of period | 364,010 | $ 261,896 | $ 257,583 |
Expected future claim payments relating to non-health and welfare insurance reserves | |||
2,016 | 103,922 | ||
2,017 | 92,473 | ||
2,018 | 65,808 | ||
2,019 | 41,584 | ||
2,020 | 22,512 | ||
Thereafter | 30,273 | ||
Total | $ 356,572 |
Segment Information - Segment R
Segment Information - Segment Results (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Information | |||||||||||
Number of separately managed business units | item | 2 | ||||||||||
Segment Information | |||||||||||
Net revenue | $ 1,481,786 | $ 1,367,370 | $ 1,354,258 | $ 1,244,502 | $ 1,157,777 | $ 1,150,329 | $ 1,075,327 | $ 1,014,211 | $ 5,447,916 | $ 4,397,644 | $ 3,728,312 |
Income from operations | 107,708 | $ 59,957 | $ 114,320 | $ 83,263 | 113,128 | $ 113,901 | $ 93,139 | $ 68,318 | 365,248 | 388,486 | 276,755 |
Goodwill | 3,271,933 | 2,538,633 | 3,271,933 | 2,538,633 | 2,435,670 | ||||||
Intangible assets, net | 1,051,631 | 524,482 | 1,051,631 | 524,482 | |||||||
Total identifiable assets | 6,388,191 | 4,703,753 | 6,388,191 | 4,703,753 | |||||||
Capital expenditures | 95,090 | 78,046 | 65,879 | ||||||||
Segment | |||||||||||
Segment Information | |||||||||||
Net revenue | 5,447,916 | 4,397,644 | 3,728,312 | ||||||||
Income from operations | 365,248 | 388,486 | 276,828 | ||||||||
Adjusted EBITDA | 604,319 | 556,224 | 445,778 | ||||||||
Goodwill | 3,271,933 | 2,538,633 | 3,271,933 | 2,538,633 | 2,435,670 | ||||||
Intangible assets, net | 1,051,631 | 524,482 | 1,051,631 | 524,482 | 513,698 | ||||||
Total identifiable assets | 6,367,930 | 4,500,450 | 6,367,930 | 4,500,450 | 4,139,323 | ||||||
Capital expenditures | 85,501 | 71,940 | 59,664 | ||||||||
Segment | Facility-Based Physician Services | |||||||||||
Segment Information | |||||||||||
Net revenue | 3,648,392 | 2,842,458 | 2,358,787 | ||||||||
Income from operations | 239,499 | 282,495 | 219,842 | ||||||||
Adjusted EBITDA | 377,657 | 363,333 | 294,033 | ||||||||
Goodwill | 1,999,115 | 1,679,495 | 1,999,115 | 1,679,495 | 1,574,882 | ||||||
Intangible assets, net | 657,787 | 365,094 | 657,787 | 365,094 | 370,897 | ||||||
Total identifiable assets | 3,790,348 | 2,884,250 | 3,790,348 | 2,884,250 | 2,624,161 | ||||||
Capital expenditures | 13,832 | 15,480 | 8,215 | ||||||||
Segment | Healthcare Transportation Services | |||||||||||
Segment Information | |||||||||||
Net revenue | 1,799,524 | 1,555,186 | 1,369,525 | ||||||||
Income from operations | 125,749 | 105,991 | 56,986 | ||||||||
Adjusted EBITDA | 226,662 | 192,891 | 151,745 | ||||||||
Goodwill | 1,272,818 | 859,138 | 1,272,818 | 859,138 | 860,788 | ||||||
Intangible assets, net | 393,844 | 159,388 | 393,844 | 159,388 | 142,801 | ||||||
Total identifiable assets | $ 2,577,582 | $ 1,616,200 | 2,577,582 | 1,616,200 | 1,515,162 | ||||||
Capital expenditures | $ 71,669 | $ 56,460 | $ 51,449 |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of net income (loss) to Adjusted EBITDA | |||||||||||
Net income (loss) | $ 44,562 | $ 18,570 | $ 53,688 | $ 33,930 | $ 47,490 | $ 52,843 | $ (1,992) | $ 21,525 | $ 150,750 | $ 119,866 | $ 11,495 |
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 117,183 | 110,505 | 186,701 | ||||||||
Income tax expense (benefit) | 97,374 | 89,498 | (994) | ||||||||
Loss on early debt extinguishment | 66,397 | 68,379 | |||||||||
Realized (losses) gains on investments | (21) | (371) | (471) | ||||||||
Interest income from restricted assets | (651) | (1,135) | (792) | ||||||||
Equity in earnings of unconsolidated subsidiary | (353) | (254) | (323) | ||||||||
Other expense (income), net | 966 | 3,980 | 12,760 | ||||||||
Income from operations | $ 107,708 | $ 59,957 | $ 114,320 | $ 83,263 | $ 113,128 | $ 113,901 | $ 93,139 | $ 68,318 | 365,248 | 388,486 | 276,755 |
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 182,897 | 146,155 | 140,632 | ||||||||
Restructuring charges | 30,169 | 6,968 | 5,669 | ||||||||
Net (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) | ||||||||
Interest income from restricted assets | 651 | 1,135 | 792 | ||||||||
Equity-based compensation expense | 6,590 | 5,109 | 4,248 | ||||||||
Adjusted EBITDA | 604,319 | 556,224 | 445,705 | ||||||||
Segment | |||||||||||
Reconciliation of net income (loss) to Adjusted EBITDA | |||||||||||
Net income (loss) | 150,750 | 119,866 | 11,495 | ||||||||
Add-back of non-operating expense (income): | |||||||||||
Interest expense, net | 117,183 | 110,505 | 186,701 | ||||||||
Income tax expense (benefit) | 97,374 | 89,498 | (994) | ||||||||
Loss on early debt extinguishment | 66,397 | 68,379 | |||||||||
Realized (losses) gains on investments | (21) | (371) | (471) | ||||||||
Interest income from restricted assets | (651) | (1,135) | (792) | ||||||||
Equity in earnings of unconsolidated subsidiary | (353) | (254) | (323) | ||||||||
Other expense (income), net | 966 | 3,980 | 12,760 | ||||||||
Income from operations | 365,248 | 388,486 | 276,828 | ||||||||
Add-back of operating expense (income): | |||||||||||
Depreciation and amortization expense | 182,897 | 146,155 | 140,632 | ||||||||
Restructuring charges | 30,169 | 6,968 | 5,669 | ||||||||
Severance and related costs | 4,593 | ||||||||||
Net (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) | ||||||||
Adjustment to net (income) loss attributable to noncontrolling interest due to deferred taxes | 395 | (2,259) | |||||||||
Interest income from restricted assets | 651 | 1,135 | 792 | ||||||||
Equity-based compensation expense | 6,590 | 5,109 | 4,248 | ||||||||
Transaction costs | 19,634 | 4,988 | |||||||||
Related party management fees | 23,109 | ||||||||||
Adjusted EBITDA - segment totals | $ 604,319 | $ 556,224 | 445,778 | ||||||||
EVHC | |||||||||||
Add-back of non-operating expense (income): | |||||||||||
Corporate operating expense | 73 | ||||||||||
Add-back of operating expense (income): | |||||||||||
Corporate operating expense | $ (73) |
Segment Information - Reconci99
Segment Information - Reconciliation of Segments Assets and Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Total identifiable assets | $ 6,388,191 | $ 4,703,753 | |
Capital expenditures | 95,090 | 78,046 | $ 65,879 |
Segment | |||
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Total identifiable assets | 6,367,930 | 4,500,450 | 4,139,323 |
Capital expenditures | 85,501 | 71,940 | 59,664 |
EVHC | |||
Reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures | |||
Cash | (23,392) | 167,345 | |
Other assets | 43,653 | 35,958 | |
Capital expenditures | $ 9,589 | $ 6,106 | $ 6,215 |
Segment Information - Collectiv
Segment Information - Collective Bargaining Agreements and Major Customers (Details) - item | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employees currently in the process of negotiations or who will be subject to negotiation in 2015 | Collective Bargaining Agreements | AMR | |||
Collective Bargaining Agreements | |||
Percentage of concentration risk | 45.00% | ||
Number of collective bargaining agreements | 70 | ||
Number of operational locations | 29 | ||
Number of employees subject to collective bargaining agreements | 4,160 | ||
Employees who will be subject to negotiations in 2016 | Collective Bargaining Agreements | AMR | |||
Collective Bargaining Agreements | |||
Number of collective bargaining agreements | 18 | ||
Number of employees subject to collective bargaining agreements | 2,540 | ||
Total net revenue | Customer concentration risk | Hospital Corporation of America | |||
Collective Bargaining Agreements | |||
Percentage of concentration risk | 24.10% | 27.50% | 21.70% |
Numberof customers that represent a concentration risk | 1 |
Valuation and Qualifying Acc101
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Contractual Discounts | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | $ 2,800,852 | $ 2,002,704 | $ 1,619,488 |
Additions | 14,509,853 | 11,255,851 | 8,607,966 |
Reductions | (13,970,627) | (10,457,703) | (8,224,750) |
Balance at the end of the period | 3,340,078 | 2,800,852 | 2,002,704 |
Allowance for Uncompensated Care | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | 1,227,799 | 1,038,833 | 841,754 |
Additions | 4,405,093 | 3,487,309 | 3,043,210 |
Reductions | (3,853,692) | (3,298,343) | (2,846,131) |
Balance at the end of the period | 1,779,200 | 1,227,799 | 1,038,833 |
Total Accounts Receivable Allowances | |||
Changes in valuation and qualifying accounts | |||
Balance at the beginning of the period | 4,028,651 | 3,041,537 | 2,461,242 |
Additions | 18,914,946 | 14,743,160 | 11,651,176 |
Reductions | (17,824,319) | (13,756,046) | (11,070,881) |
Balance at the end of the period | $ 5,119,278 | $ 4,028,651 | $ 3,041,537 |
Consolidating Financial Info102
Consolidating Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ||||
Cash and cash equivalents | $ 141,677 | $ 318,895 | $ 204,712 | $ 57,832 |
Insurance collateral | 68,849 | 32,828 | ||
Trade and other accounts receivable, net | 1,257,021 | 950,115 | ||
Parts and supplies inventory | 34,023 | 24,484 | ||
Prepaids and other current assets | 96,857 | 36,917 | ||
Total current assets | 1,598,427 | 1,363,239 | ||
Property, plant, and equipment, net | 335,869 | 211,276 | ||
Intangible assets, net | 1,051,631 | 524,482 | ||
Insurance collateral | 9,065 | 10,568 | ||
Goodwill | 3,271,933 | 2,538,633 | 2,435,670 | |
Other long-term assets | 121,266 | 55,555 | ||
Total assets | 6,388,191 | 4,703,753 | ||
Current liabilities: | ||||
Accounts payable | 68,985 | 47,584 | ||
Accrued liabilities | 612,445 | 412,657 | ||
Current deferred tax liabilities | 85,765 | 104,278 | ||
Current portion of long-term debt and capital lease obligations | 24,550 | 12,349 | ||
Total current liabilities | 791,745 | 576,868 | ||
Long-term debt and capital lease obligations | 2,993,100 | 2,025,877 | ||
Long-term deferred tax liabilities | 283,345 | 130,963 | ||
Insurance reserves | 252,650 | 180,639 | ||
Other long-term liabilities | 65,910 | 20,365 | ||
Total liabilities | 4,386,750 | 2,934,712 | ||
Equity: | ||||
Common stock | $ 1,869 | $ 1,837 | ||
Preferred stock | ||||
Additional paid-in capital | $ 1,677,578 | $ 1,616,747 | ||
Retained earnings | 288,741 | 143,849 | ||
Accumulated other comprehensive income (loss) | (1,649) | (1,856) | (839) | |
Total Envision Healthcare Holdings, Inc. equity | 1,966,539 | 1,760,577 | ||
Noncontrolling interest | 34,902 | 8,464 | ||
Total equity | 2,001,441 | 1,769,041 | 1,609,753 | 544,687 |
Total liabilities and equity | 6,388,191 | 4,703,753 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Prepaids and other current assets | (3,650) | (5,019) | ||
Total current assets | (3,650) | (5,019) | ||
Long-term deferred tax asset | (145) | |||
Other long-term assets | (103) | |||
Investment in wholly owned subsidiary | (1,963,780) | (1,756,407) | ||
Total assets | (1,967,533) | (1,761,571) | ||
Current liabilities: | ||||
Accrued liabilities | (3,650) | (3,650) | ||
Current deferred tax liabilities | (1,369) | |||
Total current liabilities | (3,650) | (5,019) | ||
Long-term deferred tax liabilities | (103) | (145) | ||
Total liabilities | (3,753) | (5,164) | ||
Equity: | ||||
Additional paid-in capital | (1,606,975) | (1,544,222) | ||
Retained earnings | (358,454) | (214,041) | ||
Accumulated other comprehensive income (loss) | 1,649 | 1,856 | ||
Total Envision Healthcare Holdings, Inc. equity | (1,963,780) | (1,756,407) | ||
Total equity | (1,963,780) | (1,756,407) | ||
Total liabilities and equity | (1,967,533) | (1,761,571) | ||
EVHC (excluding Corporation) | ||||
Current assets: | ||||
Cash and cash equivalents | 5 | 5 | 81,722 | 281 |
EVHC (excluding Corporation) | Reportable legal entity | ||||
Current assets: | ||||
Cash and cash equivalents | 5 | 5 | ||
Prepaids and other current assets | 3,650 | 5,019 | ||
Total current assets | 3,655 | 5,024 | ||
Long-term deferred tax asset | 145 | |||
Other long-term assets | 103 | |||
Investment in wholly owned subsidiary | 1,963,780 | 1,756,407 | ||
Total assets | 1,967,538 | 1,761,576 | ||
Current liabilities: | ||||
Accounts payable | 999 | 999 | ||
Total current liabilities | 999 | 999 | ||
Total liabilities | 999 | 999 | ||
Equity: | ||||
Common stock | 1,869 | 1,837 | ||
Additional paid-in capital | 1,677,578 | 1,616,747 | ||
Retained earnings | 288,741 | 143,849 | ||
Accumulated other comprehensive income (loss) | (1,649) | (1,856) | ||
Total Envision Healthcare Holdings, Inc. equity | 1,966,539 | 1,760,577 | ||
Total equity | 1,966,539 | 1,760,577 | ||
Total liabilities and equity | 1,967,538 | 1,761,576 | ||
Corporation and Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 141,672 | 318,890 | $ 122,990 | $ 57,551 |
Corporation and Subsidiaries | Reportable legal entity | ||||
Current assets: | ||||
Cash and cash equivalents | 141,672 | 318,890 | ||
Insurance collateral | 68,849 | 32,828 | ||
Trade and other accounts receivable, net | 1,257,021 | 950,115 | ||
Parts and supplies inventory | 34,023 | 24,484 | ||
Prepaids and other current assets | 96,857 | 36,917 | ||
Total current assets | 1,598,422 | 1,363,234 | ||
Property, plant, and equipment, net | 335,869 | 211,276 | ||
Intangible assets, net | 1,051,631 | 524,482 | ||
Insurance collateral | 9,065 | 10,568 | ||
Goodwill | 3,271,933 | 2,538,633 | ||
Other long-term assets | 121,266 | 55,555 | ||
Total assets | 6,388,186 | 4,703,748 | ||
Current liabilities: | ||||
Accounts payable | 67,986 | 46,585 | ||
Accrued liabilities | 616,095 | 416,307 | ||
Current deferred tax liabilities | 85,765 | 105,647 | ||
Current portion of long-term debt and capital lease obligations | 24,550 | 12,349 | ||
Total current liabilities | 794,396 | 580,888 | ||
Long-term debt and capital lease obligations | 2,993,100 | 2,025,877 | ||
Long-term deferred tax liabilities | 283,448 | 131,108 | ||
Insurance reserves | 252,650 | 180,639 | ||
Other long-term liabilities | 65,910 | 20,365 | ||
Total liabilities | 4,389,504 | 2,938,877 | ||
Equity: | ||||
Additional paid-in capital | 1,606,975 | 1,544,222 | ||
Retained earnings | 358,454 | 214,041 | ||
Accumulated other comprehensive income (loss) | (1,649) | (1,856) | ||
Total Envision Healthcare Holdings, Inc. equity | 1,963,780 | 1,756,407 | ||
Noncontrolling interest | 34,902 | 8,464 | ||
Total equity | 1,998,682 | 1,764,871 | ||
Total liabilities and equity | $ 6,388,186 | $ 4,703,748 |
Consolidating Financial Info103
Consolidating Financial Information - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Consolidating Statements of Operations | |||||||||||
Net revenue | $ 1,481,786 | $ 1,367,370 | $ 1,354,258 | $ 1,244,502 | $ 1,157,777 | $ 1,150,329 | $ 1,075,327 | $ 1,014,211 | $ 5,447,916 | $ 4,397,644 | $ 3,728,312 |
Compensation and benefits | 3,922,273 | 3,156,480 | 2,667,439 | ||||||||
Operating expenses | 681,342 | 487,841 | 424,865 | ||||||||
Insurance expense | 145,829 | 120,983 | 106,293 | ||||||||
Selling, general and administrative expenses | 120,158 | 90,731 | 106,659 | ||||||||
Depreciation and amortization expense | 182,897 | 146,155 | 140,632 | ||||||||
Restructuring charges | 30,169 | 6,968 | 5,669 | ||||||||
Income from operations | 107,708 | 59,957 | 114,320 | 83,263 | 113,128 | 113,901 | 93,139 | 68,318 | 365,248 | 388,486 | 276,755 |
Interest income from restricted assets | 651 | 1,135 | 792 | ||||||||
Interest expense, net | (117,183) | (110,505) | (186,701) | ||||||||
Realized gains (losses) on investments | 21 | 371 | 471 | ||||||||
Other income (expense), net | (966) | (3,980) | (12,760) | ||||||||
Loss on early debt extinguishment | (66,397) | (68,379) | |||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 247,771 | 209,110 | 10,178 | ||||||||
Income tax benefit (expense) | (97,374) | (89,498) | 994 | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | 150,397 | 119,612 | 11,172 | ||||||||
Equity in earnings of unconsolidated subsidiary | 353 | 254 | 323 | ||||||||
Net income (loss) | 44,562 | 18,570 | 53,688 | 33,930 | 47,490 | 52,843 | (1,992) | 21,525 | 150,750 | 119,866 | 11,495 |
Less: Net (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 41,865 | $ 17,236 | $ 52,416 | $ 33,375 | $ 49,899 | $ 52,776 | $ (1,992) | $ 24,825 | 144,892 | 125,508 | 5,995 |
Consolidating Adjustments | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Equity in earnings of unconsolidated subsidiary | (144,413) | (129,934) | (48,273) | ||||||||
Net income (loss) | (144,413) | (129,934) | (48,273) | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | (144,413) | (129,934) | (48,273) | ||||||||
EVHC (excluding Corporation) | Reportable legal entity | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Operating expenses | 70 | ||||||||||
Selling, general and administrative expenses | 3 | ||||||||||
Income from operations | (73) | ||||||||||
Interest expense, net | (30,567) | ||||||||||
Other income (expense), net | (589) | (4,153) | |||||||||
Loss on early debt extinguishment | (29,519) | ||||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | (589) | (4,153) | (60,159) | ||||||||
Income tax benefit (expense) | 1,068 | (273) | 17,881 | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | 479 | (4,426) | (42,278) | ||||||||
Equity in earnings of unconsolidated subsidiary | 144,413 | 129,934 | 48,273 | ||||||||
Net income (loss) | 144,892 | 125,508 | 5,995 | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | 144,892 | 125,508 | 5,995 | ||||||||
Corporation and Subsidiaries | Reportable legal entity | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Net revenue | 5,447,916 | 4,397,644 | 3,728,312 | ||||||||
Compensation and benefits | 3,922,273 | 3,156,480 | 2,667,439 | ||||||||
Operating expenses | 681,342 | 487,841 | 424,795 | ||||||||
Insurance expense | 145,829 | 120,983 | 106,293 | ||||||||
Selling, general and administrative expenses | 120,158 | 90,731 | 106,656 | ||||||||
Depreciation and amortization expense | 182,897 | 146,155 | 140,632 | ||||||||
Restructuring charges | 30,169 | 6,968 | 5,669 | ||||||||
Income from operations | 365,248 | 388,486 | 276,828 | ||||||||
Interest income from restricted assets | 651 | 1,135 | 792 | ||||||||
Interest expense, net | (117,183) | (110,505) | (156,134) | ||||||||
Realized gains (losses) on investments | 21 | 371 | 471 | ||||||||
Other income (expense), net | (377) | 173 | (12,760) | ||||||||
Loss on early debt extinguishment | (66,397) | (38,860) | |||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary | 248,360 | 213,263 | 70,337 | ||||||||
Income tax benefit (expense) | (98,442) | (89,225) | (16,887) | ||||||||
Income (loss) before equity in earnings of unconsolidated subsidiary | 149,918 | 124,038 | 53,450 | ||||||||
Equity in earnings of unconsolidated subsidiary | 353 | 254 | 323 | ||||||||
Net income (loss) | 150,271 | 124,292 | 53,773 | ||||||||
Less: Net (income) loss attributable to noncontrolling interest | (5,858) | 5,642 | (5,500) | ||||||||
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 144,413 | $ 129,934 | $ 48,273 |
Consolidating Financial Info104
Consolidating Financial Information - Cash Flow Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | $ 249,108 | $ 274,048 | $ 54,115 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | (4,594) | (79,751) | (3,156) |
Sales and maturities of available-for-sale securities | 11,409 | 62,673 | 14,096 |
Purchase of property, plant and equipment | (95,090) | (78,046) | (65,879) |
Proceeds from sale of property, plant and equipment | 713 | 2,444 | 744 |
Acquisition of businesses, net of cash received | (1,356,926) | (181,642) | (35,098) |
Net change in insurance collateral | 4,533 | 481 | (7,235) |
Other investing activities | (320) | (2,977) | (2,069) |
Net cash provided by (used in) investing activities | (1,440,275) | (276,818) | (98,597) |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,112,017 | ||
Borrowings under the Term Loan | 1,000,000 | 150,000 | |
Borrowings under the ABL Facility | 455,000 | 50,000 | 345,440 |
Proceeds from issuance of senior notes | 740,625 | ||
Repayments of the Term Loan | (13,372) | (13,372) | (13,371) |
Repayments of the ABL Facility | (455,000) | (50,000) | (470,440) |
Repayments of senior notes | (607,750) | (777,250) | |
Payment for debt extinguishment premiums | (37,630) | (39,402) | |
Debt issuance costs | (26,463) | (2,224) | (5,011) |
Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan | 17,413 | 7,730 | |
Excess tax benefits from equity-based compensation | 36,860 | 44,550 | 62 |
Shares repurchased for tax withholdings | (14,430) | ||
Contributions from noncontrolling interest, net | 100 | (924) | 3,000 |
Other financing activities | (589) | 378 | (70) |
Equity issuance costs | (65,131) | ||
Payment of dissenting shareholder settlement | (38,336) | ||
Net change in bank overdrafts | (10,146) | ||
Net cash provided by (used in) financing activities | 1,013,949 | 116,953 | 191,362 |
Change in cash and cash equivalents | (177,218) | 114,183 | 146,880 |
Cash and cash equivalents, beginning of period | 318,895 | 204,712 | 57,832 |
Cash and cash equivalents, end of period | 141,677 | 318,895 | 204,712 |
EVHC (excluding Corporation) | |||
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | 1,890 | 17,057 | (33,425) |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,110,900 | ||
Repayments of senior notes | (450,000) | ||
Payment for debt extinguishment premiums | (12,386) | ||
Debt issuance costs | (4) | ||
Net intercompany borrowings (payments) | (1,890) | (98,774) | (489,326) |
Dividend paid | 20,813 | ||
Equity issuance costs | (65,131) | ||
Net cash provided by (used in) financing activities | (1,890) | (98,774) | 114,866 |
Change in cash and cash equivalents | (81,717) | 81,441 | |
Cash and cash equivalents, beginning of period | 5 | 81,722 | 281 |
Cash and cash equivalents, end of period | 5 | 5 | 81,722 |
Corporation and Subsidiaries | |||
Cash Flows from Operating Activities | |||
Net cash provided by (used in) operating activities | 247,218 | 256,991 | 87,540 |
Cash Flows from Investing Activities | |||
Purchases of available-for-sale securities | (4,594) | (79,751) | (3,156) |
Sales and maturities of available-for-sale securities | 11,409 | 62,673 | 14,096 |
Purchase of property, plant and equipment | (95,090) | (78,046) | (65,879) |
Proceeds from sale of property, plant and equipment | 713 | 2,444 | 744 |
Acquisition of businesses, net of cash received | (1,356,926) | (181,642) | (35,098) |
Net change in insurance collateral | 4,533 | 481 | (7,235) |
Other investing activities | (320) | (2,977) | (2,069) |
Net cash provided by (used in) investing activities | (1,440,275) | (276,818) | (98,597) |
Cash Flows from Financing Activities | |||
Issuance of common stock | 1,117 | ||
Borrowings under the Term Loan | 1,000,000 | 150,000 | |
Borrowings under the ABL Facility | 455,000 | 50,000 | 345,440 |
Proceeds from issuance of senior notes | 740,625 | ||
Repayments of the Term Loan | (13,372) | (13,372) | (13,371) |
Repayments of the ABL Facility | (455,000) | (50,000) | (470,440) |
Repayments of senior notes | (607,750) | (327,250) | |
Payment for debt extinguishment premiums | (37,630) | (27,016) | |
Debt issuance costs | (26,463) | (2,224) | (5,007) |
Proceeds from stock options exercised and issuance of shares under employee stock purchase plan and provider stock purchase plan | 17,413 | 7,730 | |
Excess tax benefits from equity-based compensation | 36,860 | 44,550 | 62 |
Shares repurchased for tax withholdings | (14,430) | ||
Contributions from noncontrolling interest, net | 100 | (924) | 3,000 |
Other financing activities | (589) | 378 | (70) |
Net intercompany borrowings (payments) | 1,890 | 98,774 | 489,326 |
Dividend paid | (20,813) | ||
Payment of dissenting shareholder settlement | (38,336) | ||
Net change in bank overdrafts | (10,146) | ||
Net cash provided by (used in) financing activities | 1,015,839 | 215,727 | 76,496 |
Change in cash and cash equivalents | (177,218) | 195,900 | 65,439 |
Cash and cash equivalents, beginning of period | 318,890 | 122,990 | 57,551 |
Cash and cash equivalents, end of period | $ 141,672 | $ 318,890 | $ 122,990 |
Quarterly Financial Informat105
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information (unaudited) | |||||||||||
Net revenue | $ 1,481,786 | $ 1,367,370 | $ 1,354,258 | $ 1,244,502 | $ 1,157,777 | $ 1,150,329 | $ 1,075,327 | $ 1,014,211 | $ 5,447,916 | $ 4,397,644 | $ 3,728,312 |
Income from operations | 107,708 | 59,957 | 114,320 | 83,263 | 113,128 | 113,901 | 93,139 | 68,318 | 365,248 | 388,486 | 276,755 |
Net income (loss) | 44,562 | 18,570 | 53,688 | 33,930 | 47,490 | 52,843 | (1,992) | 21,525 | 150,750 | 119,866 | 11,495 |
Net income (loss) attributable to Envision Healthcare Holdings, Inc. | $ 41,865 | $ 17,236 | $ 52,416 | $ 33,375 | $ 49,899 | $ 52,776 | $ (1,992) | $ 24,825 | $ 144,892 | $ 125,508 | $ 5,995 |
Earnings (loss) per share attributable to Envision Healthcare Holdings, Inc.: | |||||||||||
Basic (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.28 | $ 0.18 | $ 0.27 | $ 0.29 | $ (0.01) | $ 0.14 | $ 0.78 | $ 0.69 | $ 0.04 |
Diluted (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.27 | $ 0.17 | $ 0.26 | $ 0.28 | $ (0.01) | $ 0.13 | $ 0.76 | $ 0.66 | $ 0.04 |
Schedule I - Registrant's - Con
Schedule I - Registrant's - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ||||
Cash and cash equivalents | $ 141,677 | $ 318,895 | $ 204,712 | $ 57,832 |
Prepaids and other current assets | 96,857 | 36,917 | ||
Total current assets | 1,598,427 | 1,363,239 | ||
Non-current assets: | ||||
Other long-term assets | 121,266 | 55,555 | ||
Total assets | 6,388,191 | 4,703,753 | ||
Current liabilities: | ||||
Accounts payable | 68,985 | 47,584 | ||
Accrued liabilities | 612,445 | 412,657 | ||
Total current liabilities | 791,745 | 576,868 | ||
Long-term debt | 2,993,100 | 2,025,877 | ||
Total liabilities | 4,386,750 | 2,934,712 | ||
Equity: | ||||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 185,695,421 and 183,679,113 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively) | $ 1,869 | $ 1,837 | ||
Preferred stock ($0.01 par value; 200,000,000 shares authorized, none issued and outstanding as of June 30, 2015 and December 31, 2014) | ||||
Additional paid-in capital | $ 1,677,578 | $ 1,616,747 | ||
Retained earnings | 288,741 | 143,849 | ||
Accumulated other comprehensive income | (1,649) | (1,856) | (839) | |
Total Envision Healthcare Holdings, Inc. equity | 1,966,539 | 1,760,577 | ||
Total liabilities and equity | $ 6,388,191 | $ 4,703,753 | ||
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 | 186,924,004 | 183,679,113 | ||
Common stock, shares outstanding | 186,924,004 | 183,679,113 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
EVHC | ||||
Current assets: | ||||
Cash and cash equivalents | $ 5 | $ 5 | $ 81,722 | $ 281 |
Prepaids and other current assets | 3,650 | 5,019 | ||
Total current assets | 3,655 | 5,024 | ||
Non-current assets: | ||||
Investment in wholly owned subsidiary | 1,963,780 | 1,756,407 | ||
Long-term deferred tax asset | 103 | 145 | ||
Total assets | 1,967,538 | 1,761,576 | ||
Current liabilities: | ||||
Accounts payable | 999 | 999 | ||
Total current liabilities | 999 | 999 | ||
Total liabilities | 999 | 999 | ||
Equity: | ||||
Common stock ($0.01 par value; 2,000,000,000 shares authorized, 185,695,421 and 183,679,113 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively) | 1,869 | 1,837 | ||
Additional paid-in capital | 1,677,578 | 1,616,747 | ||
Retained earnings | 288,741 | 143,849 | ||
Accumulated other comprehensive income | (1,649) | (1,856) | ||
Total Envision Healthcare Holdings, Inc. equity | 1,966,539 | 1,760,577 | ||
Total liabilities and equity | $ 1,967,538 | $ 1,761,576 | ||
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 | 186,924,004 | 183,679,113 | ||
Common stock, shares outstanding | 186,927,004 | 183,679,113 | ||
Preferred stock, par value (in dollars per share) | $ (0.01) | $ (0.01) | ||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
Schedule I - Registrant's - 107
Schedule I - Registrant's - Condensed Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Registrant's Condensed Financial Statements | |||||||||||
Equity in earnings of unconsolidated subsidiary | $ 353 | $ 254 | $ 323 | ||||||||
Operating expenses | (681,342) | (487,841) | (424,865) | ||||||||
Selling, general and administrative expenses | (120,158) | (90,731) | (106,659) | ||||||||
Interest expense, net | (117,183) | (110,505) | (186,701) | ||||||||
Other income (expense), net | (966) | (3,980) | (12,760) | ||||||||
Loss on early debt extinguishment | (66,397) | (68,379) | |||||||||
Tax benefit (expense) | (97,374) | (89,498) | 994 | ||||||||
Net income (loss) | $ 44,562 | $ 18,570 | $ 53,688 | $ 33,930 | $ 47,490 | $ 52,843 | $ (1,992) | $ 21,525 | 150,750 | 119,866 | 11,495 |
Other comprehensive income, net of tax | 207 | (1,017) | (626) | ||||||||
Comprehensive income (loss) | 150,957 | 118,849 | 10,869 | ||||||||
EVHC | |||||||||||
Registrant's Condensed Financial Statements | |||||||||||
Equity in earnings of unconsolidated subsidiary | 144,413 | 129,934 | 48,273 | ||||||||
Operating expenses | (70) | ||||||||||
Selling, general and administrative expenses | (3) | ||||||||||
Interest expense, net | (30,567) | ||||||||||
Other income (expense), net | (589) | (4,153) | |||||||||
Loss on early debt extinguishment | (29,519) | ||||||||||
(Loss) Income before income taxes | 143,824 | 125,781 | (11,886) | ||||||||
Tax benefit (expense) | 1,068 | (273) | 17,881 | ||||||||
Net income (loss) | 144,892 | 125,508 | 5,995 | ||||||||
Other comprehensive income, net of tax | 207 | (1,017) | (626) | ||||||||
Comprehensive income (loss) | $ 145,099 | $ 124,491 | $ 5,369 |
Schedule I - Registrant's - 108
Schedule I - Registrant's - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | Aug. 19, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash Flows from Operating Activities | ||||||||||||
Net income (loss) | $ 44,562 | $ 18,570 | $ 53,688 | $ 33,930 | $ 47,490 | $ 52,843 | $ (1,992) | $ 21,525 | $ 150,750 | $ 119,866 | $ 11,495 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
Equity in net income of subsidiary | (353) | (254) | (323) | |||||||||
Depreciation and amortization | 192,017 | 155,629 | 158,588 | |||||||||
Loss on early debt extinguishment | 66,397 | 68,379 | ||||||||||
Deferred income taxes | (593) | 44,651 | 2,416 | |||||||||
Net cash provided by (used in) operating activities | 249,108 | 274,048 | 54,115 | |||||||||
Cash Flows from Investing Activities | ||||||||||||
Net cash provided by (used in) investing activities | (1,440,275) | (276,818) | (98,597) | |||||||||
Cash Flows from Financing Activities | ||||||||||||
Issuance of common stock | 1,112,017 | |||||||||||
Repayments of senior notes | (607,750) | (777,250) | ||||||||||
Payment for debt extinguishment premiums | (37,630) | (39,402) | ||||||||||
Equity issuance costs | (65,131) | |||||||||||
Debt issue costs | (26,463) | (2,224) | (5,011) | |||||||||
Net cash provided by (used in) financing activities | 1,013,949 | 116,953 | 191,362 | |||||||||
Change in cash and cash equivalents | (177,218) | 114,183 | 146,880 | |||||||||
Cash and cash equivalents, beginning of period | 318,895 | 204,712 | 318,895 | 204,712 | 57,832 | |||||||
Cash and cash equivalents, end of period | 141,677 | 318,895 | 141,677 | 318,895 | 204,712 | |||||||
EVHC | ||||||||||||
Cash Flows from Operating Activities | ||||||||||||
Net income (loss) | 144,892 | 125,508 | 5,995 | |||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
Equity in net income of subsidiary | (144,413) | (129,934) | (48,273) | |||||||||
Depreciation and amortization | 2,817 | |||||||||||
Loss on early debt extinguishment | 29,519 | |||||||||||
Deferred income taxes | 1,411 | 18,926 | (20,353) | |||||||||
Changes in operating assets/liabilities | 2,557 | (3,130) | ||||||||||
Net cash provided by (used in) operating activities | 1,890 | 17,057 | (33,425) | |||||||||
Cash Flows from Financing Activities | ||||||||||||
Issuance of common stock | $ 1,025,900 | 1,110,900 | ||||||||||
Repayments of senior notes | (450,000) | |||||||||||
Payment for debt extinguishment premiums | (12,386) | |||||||||||
Distribution to Corporation | (1,890) | (98,774) | (489,326) | |||||||||
Dividend received | 20,813 | |||||||||||
Equity issuance costs | (65,131) | |||||||||||
Debt issue costs | (4) | |||||||||||
Net cash provided by (used in) financing activities | (1,890) | (98,774) | 114,866 | |||||||||
Change in cash and cash equivalents | (81,717) | 81,441 | ||||||||||
Cash and cash equivalents, beginning of period | $ 5 | $ 81,722 | 5 | 81,722 | 281 | |||||||
Cash and cash equivalents, end of period | $ 5 | $ 5 | $ 5 | $ 5 | $ 81,722 |
Schedule I - Registrant's - Des
Schedule I - Registrant's - Description of Envision Healthcare Holdings Basis of Presentation Debt (Details) - USD ($) $ in Thousands | Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2012 |
Registrant's Condensed Financial Statements | ||||
Loss on early debt extinguishment | $ (66,397) | $ (68,379) | ||
Senior PIK Toggle Notes due 2017 | ||||
Registrant's Condensed Financial Statements | ||||
Face amount of debt | $ 450,000 | |||
Repayments of debt and capital lease obligations | $ 17,200 | |||
Loss on early debt extinguishment | (29,500) | |||
EVHC | ||||
Registrant's Condensed Financial Statements | ||||
Loss on early debt extinguishment | $ (29,519) | |||
EVHC | Senior PIK Toggle Notes due 2017 | ||||
Registrant's Condensed Financial Statements | ||||
Face amount of debt | $ 450,000 | |||
Redemption price (as a percent) | 102.75% | |||
Repayments of debt and capital lease obligations | $ 17,200 | |||
Loss on early debt extinguishment | $ 29,500 |
Schedule I - Registrant's- Equi
Schedule I - Registrant's- Equity (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2015$ / sharesshares | Sep. 30, 2014$ / sharesshares | Jul. 10, 2014$ / sharesshares | Jun. 18, 2014USD ($) | Feb. 05, 2014$ / sharesshares | Dec. 30, 2013USD ($) | Aug. 19, 2013USD ($)$ / sharesshares | Sep. 30, 2014$ / sharesshares | Dec. 31, 2015USD ($)itemshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Consolidating Statements | |||||||||||
Shares of common stock issued | shares | 27,500,000 | 17,500,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 34.97 | $ 30.50 | $ 34.97 | ||||||||
Aggregate offering price | $ 1,112,017 | ||||||||||
Preferred stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||||||||
ABL Facility | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | $ 16,500 | ||||||||||
Amount of debt held | $ 432 | 482 | |||||||||
Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Principal amount of debt redeemed | $ 617,500 | $ 332,500 | |||||||||
CD&R | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | shares | 50,857,145 | 17,500,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 36.25 | $ 34.97 | $ 30.50 | $ 34.97 | |||||||
Payment made in connection with the termination of a corporation consulting agreement | $ 20,000 | $ 20,000 | |||||||||
Initial public offering | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | shares | 42,000,000 | ||||||||||
Issue price (in dollars per share) | $ / shares | $ 23 | ||||||||||
Underwriter overallotment option | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | shares | 50,857,145 | 4,125,000 | |||||||||
Issue price (in dollars per share) | $ / shares | $ 36.25 | $ 34 | |||||||||
Underwriter overallotment option | CD&R | |||||||||||
Consolidating Statements | |||||||||||
Issue price (in dollars per share) | $ / shares | $ 34 | ||||||||||
EVHC | |||||||||||
Consolidating Statements | |||||||||||
Shares of common stock issued | shares | 27,500,000 | ||||||||||
Aggregate offering price | $ 1,025,900 | $ 1,110,900 | |||||||||
Number of votes for each share | item | 1 | ||||||||||
Preferred stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||||||||
EVHC | Senior PIK Toggle Notes due 2017 | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | $ 479,600 | ||||||||||
EVHC | ABL Facility | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 16,500 | ||||||||||
EVHC | Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Amount used to redeem or repay the debt outstanding | 356,500 | ||||||||||
Principal amount of debt redeemed | 332,500 | ||||||||||
EVHC | CD&R | |||||||||||
Consolidating Statements | |||||||||||
Payment made in connection with the termination of a corporation consulting agreement | $ 20,000 | 20,000 | |||||||||
Captive insurance subsidiary | Senior unsecured notes due 2019 | |||||||||||
Consolidating Statements | |||||||||||
Amount of debt held | $ 9,800 | $ 5,200 | $ 5,200 |