SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation |
The accompanying consolidated balance sheets as of December 31, 2014 and 2013 and the accompanying consolidated statements of operations and cash flows for each of the three years ended December 31, 2014, 2013 and 2012 represent our financial position, results of operations and cash flows as of and for the years then ended. The consolidated financial statements include the accounts of Adeptus Health Inc. and our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
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Accounting Policies and Use of Estimates | |
Accounting Policies and Use of Estimates |
The preparation of financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant accounting policies and estimates include: the useful lives of fixed assets, revenue recognition, allowances for doubtful accounts, leases, reserves for employee health benefit obligations, stock-based compensation, and other contingencies. Actual results could differ from these estimates. |
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Segment and Geographic Information | Segment and Geographic Information |
The Company’s chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a company-wide basis. As a result, the Company determined that it has a single reporting segment and operating unit structure. |
All of the Company’s revenue for the years ended December 31, 2014, 2013 and 2012 was in the United States. |
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Cash and Cash Equivalents and Concentrations of Risk | Cash and Cash Equivalents and Concentrations of Risk |
The Company includes all securities with a maturity date of three months or less at date of purchase as cash equivalents. The Company currently has no cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk related to uninsured bank deposits. |
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Restricted Cash | Restricted Cash |
Beginning in October 2013, the Company is required to restrict cash for letters of credit related to the Master Funding and Development Agreement. See Note 11 Commitments and Contingencies for more information. Each letter of credit is issued in an amount equal to approximately 50% of one year's base rent relating to completed facilities. As of December 31, 2014 and 2013, restricted cash was $4.8 million and $0.3 million, respectively. |
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Patient Revenue and Accounts Receivable | Patient Revenue and Accounts Receivable |
Revenues consist primarily of net patient service revenues, which are based on the facilities’ established billing rates less allowances and discounts, principally for patients covered under contractual programs with private insurance companies. Revenue is recognized when services are rendered to patients. Charges for all services provided to insured patients are initially billed and processed by the patients' insurance provider. The Company has agreements with insurance companies that provide for payments to the Company at amounts different from its established rates or as determined by the patient's out of network benefits. Differences between established rates and those set by insurance programs, as well as charity care, employee and prompt pay adjustments, are recorded as adjustments directly to patient service revenue. Fee adjustments of approximately $137.1 million, $62.5 million and $44.5 million were recorded for the years ended December 31, 2014, 2013 and 2012, respectively. Amounts not covered by the insurance companies are then billed to the patients. Estimated uncollectible amounts from insured patients are recorded as bad debt expense in the period the services are provided. Collection of payment for services provided to patients without insurance coverage is done at the time of service. |
With respect to management and contract service revenues, amounts are recognized as services are provided. The Company is party to an agreement with a full-service healthcare hospital facility to provide management services. As compensation for these services, the Company charges the managed entity a management fee based on a fixed percentage of the entity’s net revenue. The Company also holds minority ownership in this entity. |
Patient service revenue before the provision for bad debts by major payor source for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): |
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| | 2014 | | 2013 | | 2012 | |
Third-party payors, including patient portion | | $ | 237,972 | | $ | 113,603 | | $ | 79,408 | |
Self-pay | | | 5,326 | | | 1,357 | | | 1,569 | |
Total all payors | | $ | 243,298 | | $ | 114,960 | | $ | 80,977 | |
The Company receives payments from third-party payors that have contracts with the Company in Texas and Colorado. As of December 31, 2014, the Company has a contract with Blue Cross Blue Shield of Texas and two MultiPlan arrangements whereby the Company accesses a number of third-party payors at in-network rates. Four major third-party payors accounted for 84.8%, 86.7% and 88.2% of patient service revenue for the years ended December 31, 2014, 2013 and 2012, respectively. These same payors also accounted for 80% and 79% of accounts receivable as of December 31, 2014 and 2013, respectively. The following table sets forth the percentage of patient service revenue earned by major payor source for the years ended December 31, 2014, 2013 and 2012: |
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| 2014 | | 2013 | | 2012 | | | | | |
Payor: | | | | | | | | | | |
Blue Cross Blue Shield | 27.6 | % | 28.0 | % | 29.1 | % | | | | |
United HealthCare | 23.6 | | 26.5 | | 26.0 | | | | | |
Aetna | 19.3 | | 21.0 | | 22.1 | | | | | |
Cigna | 14.3 | | 11.2 | | 11.0 | | | | | |
Other | 15.2 | | 13.3 | | 11.8 | | | | | |
| 100.0 | % | 100.0 | % | 100.0 | % | | | | |
Accounts receivable are reduced by an allowance for doubtful accounts. In establishing the Company's allowance for doubtful accounts, management considers historical collection experience, the aging of the account, the payor classification, and patient payment patterns. Amounts due directly from patients represent the Company's highest collectability risk. There were not any significant changes in the estimates or assumptions underlying the calculation of the allowance for doubtful accounts for the years ended December 31, 2014 and 2013. |
The Company writes off as bad debt expense uncollectible accounts receivable arising from patient responsibility after all collection efforts have been exhausted and it has been determined such accounts will not be collected. Bad debt write-offs of approximately $24.8 million, $10.1 million and $7.7 million were recorded for the years ended December 31, 2014, 2013 and 2012, respectively. |
The Company treats anyone that is emergent, including patients that may be eligible for Medicare or Medicaid. These services are provided at no charge to the patient. Total charity care was approximately 8.6%, 7.0% and 2.0% of patient service revenue for the years ended December 31, 2014, 2013 and 2012, respectively. |
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Advertising Costs | Advertising Costs |
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014, 2013 and 2012, was approximately $5.4 million, $2.1 million and $1.0 million, respectively, and is included as a component of general and administrative expenses within the consolidated statements of operations. |
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Medical Supplies Inventory | Medical Supplies Inventory |
Inventory is carried at the lower of cost or market using the first-in, first-out method and consists of a standard set of medical supplies held in stock at all facilities. |
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Property and Equipment | Property and Equipment |
Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the noncancelable lease term or the estimated useful life of the improvements. When assets are retired, the cost and applicable accumulated depreciation are removed from the respective accounts, and the resulting gain or loss is recognized. Expenditures for normal repairs and maintenance are expensed as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The estimated useful lives of depreciable fixed assets are as follows: |
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| | Estimated useful life | | | | | | | |
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Computer equipment | | | 3 | | | | | | | |
Automobiles | | | 5 | | | | | | | |
Office equipment | | | 5 | | | | | | | |
Medical equipment | | | 5 to 7 | | | | | | | |
Leasehold improvement | | | 4 to 10 | | | | | | | |
Buildings | | | 15 to 20 | | | | | | | |
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Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense in the accompanying consolidated statements of operations. Amortization is calculated using the straight-line method over the shorter of the useful lives or the term of the underlying lease agreements. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. The Company recorded long-lived asset impairment charges of $0.3 million for the year ending December 31, 2012, associated with the closing of the former corporate headquarters. There were no impairments recorded for the years ending December 31, 2014 or 2013. |
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Goodwill | Goodwill |
In accordance with the FASB ASC 805, Business Combinations, the purchase method of accounting requires that the excess of purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other, goodwill is tested for impairment annually, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred. We have one reporting unit and goodwill is evaluated at that level. We evaluate impairment of goodwill by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying value. If it is concluded that this is the case, it is necessary to perform a two‑ step impairment test. The first step involves a comparison of the fair value of a reporting unit with its carrying amount. If the carrying value of the reporting unit exceeds its fair value, the second step involves a comparison of the implied fair value and the carrying amount of the goodwill of that reporting unit to determine the impairment charge, if necessary. We have established October 31 as the date for our annual impairment review. |
The Company estimates the fair value of its total invested capital using an income and market approach, reduced by interest bearing debt as of the valuation date. These valuations require management to make estimates and assumptions regarding industry economic factors and prospective financial information. There were no goodwill impairment charges recorded for the years ended December 31, 2014, 2013 and 2012. |
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Intangible Assets | Intangible Assets |
Intangible assets are recorded at their estimated fair values as of the date of acquisition. Intangible assets consist of trade and domain names and noncompete agreements. In accordance with ASC 350, Intangibles—Goodwill and Other , the Company reviews the intangible assets with indefinite lives, which include trade and domain names, at least annually for impairment, or more often if triggering events exist. Intangible assets with definite lives are reviewed for impairment if an indicator of impairment exists similar to long-lived assets. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. There were no impairment charges recorded on intangible assets for the years ended December 31, 2014, 2013 or 2012. Intangible assets with finite useful lives are amortized over their estimated useful life. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The carrying amounts of the Company's financial instruments, including cash, receivables, accounts payable and accrued liabilities approximate their fair value due to their relatively short maturities. At December 31, 2014 and 2013, the carrying value of the Company's long-term debt was based on the current interest rates and approximates its fair value. |
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Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities |
The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives not designated as a hedging instrument, changes in the fair value are recorded in net earnings immediately. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. |
For the year ended December 31, 2012 and continuing through October 31, 2013, the Company maintained one derivative instrument that it did not designate as a hedge. As a result, changes in the fair value were recorded in earnings for this period. Beginning in November 2013, the Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or years during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. |
The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised or the cash flow hedge is redesignated because a forecasted transaction is not probable of occurring. |
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship. |
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Lease Accounting | Lease Accounting |
The Company determines whether to account for its facility leases as operating or capital leases depending on the underlying terms of the lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the facilities, the Company's cost of funds, minimum lease payments and other lease terms. The lease rates under the Company's lease agreements are subject to certain conditional escalation clauses that are recognized when probable or incurred and are based on changes in the consumer price index or certain operational performance measures. As of December 31, 2014, the Company leased 54 facilities, 53 of which the Company classified as operating leases and one of which the Company classified as a capital lease. |
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Income Taxes | Income Taxes |
We provide for income taxes using the asset and liability method. This approach recognizes the amount of federal, state and local taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates. |
A valuation allowance is required when it is more-likely-than-not that some portion of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income. |
We file a consolidated federal income tax return. State income tax returns are filed on a separate, combined or consolidated basis in accordance with relevant state laws and regulations. LPs, LLPs, LLCs and other pass-through entities that we consolidate file separate federal and state income tax returns. We include the allocable portion of each pass-through entity’s income or loss in our federal income tax return. We allocate the remaining income or loss of each pass-through entity to the other partners or members who are responsible for their portion of the taxes. |
The (benefit) provision for income taxes totaled $(1.3) million, $0.7 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company's estimate of the potential outcome of any uncertain tax positions is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. |
To the extent that the Company's assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax related interest and penalties as a component of the provision for income tax and operating expenses, respectively, if applicable. The Company has not recognized any uncertain tax positions. |
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Deferred Rent | Deferred Rent |
The Company records rent expense for operating leases on a straight-line basis over the life of the related leases. The Company has certain facility and equipment leases that allow for leasehold improvements allowances, free rent, and escalating rental payments. Straight-line expenses that are greater than the actual amount paid are recorded as deferred rent and amortized over the life of the lease. |
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Investments and Equity in Loss of Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture |
Investments in unconsolidated companies in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. The Company has one such investment with an ownership interest of 49.9%. |
This investment is included as investment in unconsolidated joint venture in the accompanying consolidated balance sheets. |
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Equity in net loss of unconsolidated joint venture consists of the Company’s share of the losses generated from its noncontrolling equity investment in one full-service healthcare hospital facility. Because these operations are central to the Company’s business strategy, equity in earnings of unconsolidated affiliates is classified as a component of operating income in the accompanying consolidated statements of operations. The Company has contracts to manage these facilities, which results in the Company having an active role in the operations of these facilities and devoting a significant portion of its corporate resources to the fulfillment of these management responsibilities. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
In August 2014, the FASB issued new guidance related to the disclosures around going concern. The new standard update provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements. |
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