Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 25, 2016 | |
Entity Registrant Name | Adeptus Health Inc. | |
Entity Central Index Key | 1,602,367 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 16,350,866 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 4,724,430 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 3,718 | $ 16,037 |
Accounts receivable, less allowance for doubtful accounts of $28,901 and $28,818, respectively | 74,327 | 65,954 |
Other receivables and current assets | 57,352 | 31,532 |
Medical supplies inventory | 2,900 | 5,167 |
Total current assets | 138,297 | 118,690 |
Property and equipment, net | 34,486 | 70,187 |
Investment in unconsolidated joint venture | 272,967 | 43,104 |
Deposits | 939 | 1,163 |
Deferred tax asset | 255,886 | 206,265 |
Intangibles, net | 17,345 | 18,235 |
Goodwill | 51,390 | 61,009 |
Other long-term assets | 2,046 | 2,950 |
Total assets | 773,356 | 521,603 |
Current liabilities | ||
Accounts payable and accrued expenses | 24,608 | 27,521 |
Accrued compensation | 17,043 | 23,197 |
Current maturities of long-term debt | 7,278 | 7,585 |
Current maturities of capital lease obligations | 40 | 102 |
Deferred rent | 691 | 858 |
Total current liabilities | 49,660 | 59,263 |
Long-term debt, less current maturities | 126,772 | 113,563 |
Payable to related parties pursuant to tax receivable agreement | 237,914 | 191,302 |
Capital lease obligations, less current maturities | 177 | 3,954 |
Deferred rent | 2,453 | 3,837 |
Total liabilities | 416,976 | 371,919 |
Commitments and contingencies | ||
Shareholders' Equity | ||
Additional paid-in capital | 172,370 | 85,457 |
Retained earnings | 95,083 | 6,323 |
Total shareholders' equity | 267,664 | 91,988 |
Non-controlling interest | 88,716 | 57,696 |
Total equity | 356,380 | 149,684 |
Total liabilities and shareholders' equity | 773,356 | 521,603 |
Common Class A | ||
Shareholders' Equity | ||
Common Stock | 164 | 143 |
Common Class B | ||
Shareholders' Equity | ||
Common Stock | $ 47 | $ 65 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 28,901 | $ 28,818 |
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,350,866 | 14,257,187 |
Common stock, shares outstanding | 16,350,866 | 14,257,187 |
Common Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 4,724,430 | 6,510,738 |
Common stock, shares outstanding | 4,724,430 | 6,510,738 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Patient service revenue | $ 101,595 | $ 104,363 | $ 234,883 | $ 200,265 |
Provision for bad debt | (16,673) | (17,514) | (43,726) | (32,459) |
Net patient service revenue | 84,922 | 86,849 | 191,157 | 167,806 |
Management and contract services revenue | 15,245 | 2,738 | 21,779 | 3,234 |
Total net operating revenue | 100,167 | 89,587 | 212,936 | 171,040 |
Equity in earnings of unconsolidated joint ventures | 2,435 | 3,621 | 4,936 | 2,927 |
Operating expenses: | ||||
Salaries, wages and benefits | 62,130 | 51,124 | 128,945 | 100,004 |
General and administrative | 13,015 | 11,370 | 29,279 | 21,834 |
Other operating expenses | 12,093 | 12,541 | 27,106 | 23,846 |
Depreciation and amortization | 3,412 | 4,523 | 7,783 | 9,279 |
Total operating expenses | 90,650 | 79,558 | 193,113 | 154,963 |
Income from operations | 11,952 | 13,650 | 24,759 | 19,004 |
Other (expense) income: | ||||
Gain on contribution to joint venture | 185,336 | 24,250 | 185,336 | 24,250 |
Interest expense | (1,822) | (3,898) | (3,648) | (7,172) |
Total other income | 183,514 | 20,352 | 181,688 | 17,078 |
Income before provision (benefit) for income taxes | 195,466 | 34,002 | 206,447 | 36,082 |
Provision for income taxes | 47,270 | 6,328 | 50,388 | 6,806 |
Net income | 148,196 | 27,674 | 156,059 | 29,276 |
Less: Net income attributable to non-controlling interest | 61,248 | 17,040 | 64,579 | 18,048 |
Net income attributable to Adeptus Health Inc. | 86,948 | 10,634 | 91,480 | 11,228 |
Common Class A | ||||
Other (expense) income: | ||||
Net income attributable to Adeptus Health Inc. | $ 86,948 | $ 10,634 | $ 91,480 | $ 11,228 |
Net income (loss) per share of Class A common stock: | ||||
Basic (in dollars per share) | $ 5.80 | $ 0.97 | $ 6.23 | $ 1.08 |
Diluted (in dollars per share) | $ 5.80 | $ 0.97 | $ 6.23 | $ 1.08 |
Weighted average shares of Class A common stock: | ||||
Basic (in shares) | 15,001,701 | 10,953,138 | 14,687,700 | 10,432,882 |
Diluted (in shares) | 15,001,701 | 10,953,138 | 14,687,700 | 10,432,882 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net income | $ 86,948 | $ 10,634 | $ 91,480 | $ 11,228 |
Net income attributable to the non-controlling interest | 61,248 | 17,040 | 64,579 | 18,048 |
Net income | 148,196 | 27,674 | 156,059 | 29,276 |
Other comprehensive loss, net of tax: | ||||
Unrealized loss on interest rate contract-parent | (3) | (17) | ||
Unrealized loss on interest rate contract | (3) | (17) | ||
Comprehensive income | 86,948 | 10,631 | 91,480 | 11,211 |
Comprehensive income - noncontrolling interest | 61,248 | 17,040 | 64,579 | 18,048 |
Comprehensive income including portion attributable to noncontrolling interest | $ 148,196 | $ 27,671 | $ 156,059 | $ 29,259 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Common StockCommon Class A | Common StockCommon Class B | Additional Paid In Capital | Retained Earnings (Deficit) | Parent | Noncontrolling Interest | Total Stockholders Equity Including Noncontrolling Interests | Common Class A | Common Class B | Total |
Balance (in shares) at Dec. 31, 2015 | 14,257,187 | 6,510,738 | 14,257,187 | 6,510,738 | ||||||
Balance at Dec. 31, 2015 | $ 143 | $ 65 | $ 85,457 | $ 6,323 | $ 91,988 | $ 57,696 | $ 149,684 | $ 149,684 | ||
Issuance of Class A restricted stock (in shares) | 324,238 | |||||||||
Issuance of Class A restricted stock | $ 3 | (3) | ||||||||
Issuance of Class A common stock (in shares) | 1,774,219 | |||||||||
Issuance of Class A common stock | $ 18 | (18) | ||||||||
Purchase of Class B common stock (in shares) | (1,774,219) | |||||||||
Purchase of Class B common stock | $ (18) | 18 | ||||||||
Conversion of Class B common stock (in shares) | 12,089 | (12,089) | ||||||||
Adjustment of non-controlling interest for public offerings | 33,559 | 33,559 | (33,559) | |||||||
Class A restricted stock withheld on vesting (in shares) | (16,867) | |||||||||
Class A restricted stock withheld on vesting | (847) | (847) | (847) | |||||||
Stock based compensation | 2,309 | 2,309 | 2,309 | |||||||
Excess tax benefit from stock compensation | 524 | 524 | 524 | |||||||
Effects of tax receivable agreement | 51,371 | 51,371 | 51,371 | 51,371 | ||||||
Tax distribution to LLC Unit holders | (2,720) | (2,720) | (2,720) | |||||||
Net income | 91,480 | 91,480 | 64,579 | 156,059 | 156,059 | |||||
Balance at Jun. 30, 2016 | $ 164 | $ 47 | $ 172,370 | $ 95,083 | $ 267,664 | $ 88,716 | $ 356,380 | $ 356,380 | ||
Balance (in shares) at Jun. 30, 2016 | 16,350,866 | 4,724,430 | 16,350,866 | 4,724,430 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||||
Net income | $ 148,196 | $ 27,674 | $ 156,059 | $ 29,276 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Loss from the disposal or impairment of assets | 2 | 68 | |||
Depreciation and amortization | 3,412 | 4,523 | 7,783 | 9,279 | |
Deferred tax benefit | 48,363 | 4,377 | |||
Amortization of deferred loan costs | 200 | 200 | 387 | 468 | |
Provision for bad debts | 16,673 | 17,514 | 43,726 | 32,459 | |
Gain on contribution to unconsolidated joint venture | (185,336) | (24,250) | (185,336) | (24,250) | |
Equity in earnings of unconsolidated joint venture | (2,435) | (3,621) | (4,936) | (2,927) | $ (8,927) |
Stock-based compensation | 2,309 | 1,157 | |||
Changes in operating assets and liabilities: | |||||
Restricted cash | (3,009) | ||||
Accounts receivable | (52,099) | (41,375) | |||
Other receivables and current assets | (25,996) | (951) | |||
Medical supplies inventory | (526) | (160) | |||
Other long-term assets | 261 | (110) | |||
Accounts payable and accrued expenses | (1,834) | (4,140) | |||
Accrued compensation | (5,085) | (464) | |||
Deferred rent | 929 | 1,377 | |||
Net cash (used in) provided by operating activities | (15,993) | 1,075 | |||
Cash flows from investing activities: | |||||
Deposits | 224 | 985 | |||
Investments in unconsolidated joint ventures | (927) | ||||
Proceeds from sale of property and equipment | 1,527 | ||||
Capital expenditures | (3,718) | (3,270) | |||
Net cash used in investing activities | (4,421) | (758) | |||
Cash flows from financing activities: | |||||
Capital contributions | 107,389 | 94,470 | |||
Purchase of limited liability units from LLC Unit holders | (107,389) | (94,470) | |||
Proceeds from long-term borrowings | 35,000 | 54,000 | |||
Payment of deferred loan costs | (495) | ||||
Payments on borrowings | (23,303) | (6,691) | |||
Payment of capital lease obligations | (35) | (39) | |||
Tax distribution to LLC Unit holders | (2,720) | (2,965) | |||
Restricted stock forfeited on vesting to satisfy withholding requirements | (847) | ||||
Net cash provided by financing activities | 8,095 | 43,810 | |||
Net (decrease) increase in cash and cash equivalents | (12,319) | 44,127 | |||
Cash, beginning of period | 16,037 | 2,002 | 2,002 | ||
Cash, end of period | $ 3,718 | $ 46,129 | $ 3,718 | $ 46,129 | $ 16,037 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2016 | |
ORGANIZATION | |
ORGANIZATION | NOTE 1—ORGANIZATION Adeptus Health Inc. (the "Company") was incorporated as a Delaware corporation on March 7, 2014 for the purpose of facilitating an initial public offering of common equity. The Company is a holding company with its sole material asset being a controlling equity interest in Adeptus Health LLC (“Adeptus Health”). As the sole managing member of Adeptus Health LLC, the Company operates and controls all of the business and affairs of Adeptus Health LLC and, through Adeptus Health LLC and its subsidiaries, conducts its business. Prior to the initial public offering, the Company had not engaged in any business or other activities except in connection with its formation and the initial public offering . Adeptus Health is a leading patient-centered healthcare organization expanding access to high quality emergency medical care through its network of freestanding emergency rooms and partnerships with premier healthcare providers. Adeptus Health or its predecessors began operations in 2002 and owns and operates First Choice Emergency Room, the nation’s largest and oldest network of freestanding emergency rooms and owns and/or operates hospitals and freestanding facilities in partnership with Texas Health Resources in Texas, UCHealth in Colorado, Dignity Health in Arizona, and development activity together with Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio. Adeptus Health delivers both major and minor emergency medical services for adult and pediatric patients . Adeptus Health has experienced rapid growth in recent periods, growing from 14 freestanding facilities at the end of 2012 to 93 freestanding facilities and two fully licensed general hospitals as of June 30, 2016. In Texas, facilities are currently located in Houston, Dallas/Fort Worth, San Antonio and Austin. In Colorado, facilities are located in Colorado Springs and Denver. In Arizona, Dignity Health Arizona General Hospital, a full service general hospital, along with its freestanding emergency departments are located in the Phoenix market. The Company consolidates the financial results of Adeptus Health and its subsidiaries and records non-controlling interest for the economic interest in Adeptus Health held by the non-controlling unit holders. The non-controlling interest ownership percentage as of J une 30, 2016 was 22.8% . |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. The condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s December 31, 2015 audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 29, 2016. Reclassifications As a result of our adoption of Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (Subtopic 835-30), which requires that debt issuance costs be presented in the balance sheets as a deduction from the carrying amount of the related debt, $3.7 million of debt issuance costs at December 31, 2015 have been reclassified in the condensed consolidated balance sheet from other long-term assets to long-term debt , less current portion. 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. For greater detail regarding these accounting policies and estimates, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 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 three and six months ended June 30, 2016 and 2015 was earned in the United States. 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. 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. 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 management services agreements under which it provides management services to hospital facilities and freestanding emergency room facilities. As compensation for these services, the Company charges the managed entities a management fee based on a fixed percentage of each entity’s net revenue. The Company also holds minority ownership in these entities. Net patient service revenue by major payor source for the three and six months ended June 30, 2016 and 2015 were as follows (in thousands) : Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Commercial $ $ $ $ Self-pay Medicaid Medicare Other Patient Service Revenue Provision for bad debt Net Revenue $ $ $ $ The Company receives payments from third-party payors that have contracts with the Company or the Company uses MultiPlan arrangements whereby the Company accesses third-party payors at in-network rates. Four major third-party payors accounted for 79.5% , 85.1% , 80.8% and 85.6% of patient service revenue for the three and six months ended June 30, 2016 and 2015, respectively. These same payors also accounted for 76.2% and 65.9% of accounts receivable as of June 30, 2016 and December 31, 2015, respectively. The following table sets forth the percentage of patient service revenue earned by major payor source: Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Payor: United HealthCare % % % % Blue Cross Blue Shield Aetna Cigna Other Medicaid/Medicare % % % % 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 three months ended June 30, 2016 and 2015. The Company treats anyone that is emergent. Total charity care was approximately 3.3% , 9.0% , 3.4% and 8.9% of patient service revenue for the three and six months ended June 30, 2016 and 2015, respectively. Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the three and six months ended June 30, 2016 and 2015, was approximately $0.6 million, $0.9 million, $1.9 million and $2.3 million, respectively, and is included as a component of general and administrative expenses within the unaudited condensed consolidated statements of income. 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. 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. Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense in the accompanying unaudited condensed consolidated statements of income. Amortization is calculated using the straight-line method over the shorter of the useful lives or the term of the underlying lease agreements. 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 June 30, 2016 and December 31, 2015, the carrying value of the Company's long-term debt was based on the current interest rates and approximates its fair value. 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. 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 dedesignated 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. 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 June 30, 2016, the Company leased 93 facilities, which the Company classified as operating leases. 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. Estimated tax expense of approximately $47.3 million, $6.3 million, $50.4 million and $6.8 million are included in the provision for income taxes in the financial statements for the three and six months ended June 30, 2016 and 2015, 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. 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 allowance, 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. Variable Interest Entities The Company follows the guidance in ASC 810-10-15-14 in order to determine if we are the primary beneficiary of a variable interest entity (“VIE”) for financial reporting purposes. We consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate a VIE when we are the primary beneficiary of the VIE. At June 30, 2016, the Company determined that it has two joint venture interests which it considers a VIE for which it is not the primary beneficiary. Accordingly, we account for these investments in joint ventures using the equity method. Investment in Unconsolidated Joint Ventures 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. As of June 30, 2016, the Company accounted for 16 freestanding facilities associated with our joint venture with UCHealth, one Arizona hospital and its seven freestanding departments associated with our joint venture with Dignity Health, one hospital in Dallas/Fort Worth and its 30 freestanding departments associated with our joint venture with THR and the development activity associated with our joint ventures with Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio using the equity method. The Company has an ownership interest ranging from 49.0% to 50.1% in t hese joint ventures. These investments are included as investment in unconsolidated joint ventures in the accompanying unaudited condensed consolidated balance sheets. Equity in earnings of unconsolidated joint ventures consists of (i) the Company’s share of the income generated from its non-controlling equity investment in one full-service healthcare hospital facility and seven freestanding emergency rooms in Arizona, (ii) the Company’s preferred return and its share of the income generated from its non-controlling equity investment in 16 freestanding emergency rooms in Colorado and one hospital and 30 freestanding facilities in Dallas/Fort Worth, and (iii) its share of the income generated from its non-controlling equity investment in the development activity associated with our joint ventures with Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio. Because the operations are central to the Company’s business strategy, equity in earnings of unconsolidated joint ventures is classified as a component of operating income in the accompanying unaudited condensed consolidated statements of income. The Company has contracts to manage the facilities, which results in the Company having an active role in the operations of the facilities and devoting a significant portion of its corporate resources to the fulfillment of these management responsibilities. Additionally, the Company receives a stipend for providing physicians to the facilities within each joint venture. 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, 2018. Early application is permitted to the original effective date of January 1, 2017. 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 February 2015, the FASB issued ASU No. 2015-02, “ Consolidation: Amendments to the Consolidation Analysis” (Topic 810) . This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015 and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted the amendments under ASU 2015-02 on January 1, 2016. The adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements as there was no change to the entities currently consolidated by the Company. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" (Subtopic 835-30) , which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015. We retrospectively adopted the provisions of ASI 2015-03 as of January 1, 2016. As of December 31, 2015, $3.7 million of debt issuance costs were reclassified in the consolidated balance sheet from other long-term assets to long-term debt, less current portion. The adoption of ASU 2015-03 impacted the presentation of our consolidated financial position and had no impact on our results of operations, or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ”, which amended the balance sheet classification requirements for deferred income taxes to simplify their presentation in the statement of financial position. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 31, 2016, with early adoption permitted. The Company early adopted the provisions of this ASU for the presentation and classification of its deferred tax assets at December 31, 2015 and has reflected the change on the consolidated balance sheet for all periods presented. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). This new standard establishes a comprehensive new lease accounting model. The new standard clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. We are evaluating the impact of the new standard on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” (Topic 718). This new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the potential impact of the new standard on our consolidated financial statements. We do not believe any other recently issued, but not yet effective, revisions to authoritative guidance will have a material effect on our condensed consolidated financial position, results of operations or cash flows . |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2016 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 3—PROPERTY AND EQUIPMENT Property and equipment consisted of the following ( in thousands ): June 30, December 31, 2016 2015 Leasehold improvements $ $ Computer equipment Medical equipment Office equipment Automobiles Land Construction in progress Buildings Less accumulated depreciation Property and equipment, net $ $ Assets under capital leases totaled approximately $0.2 million and $4.2 million as of June 30, 2016 and December 31, 2015, respectively, and were included within the medical equipment and buildings component of net property and equipment as of June 30, 2016 and December 31, 2015, respectively. Accumulated depreciation associated with these capital lease assets totaled approximately $0.0 million and $0.6 million as of June 30, 2016 and December 31, 2015, respectively. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | 6 Months Ended |
Jun. 30, 2016 | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | NOTE 4—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES Joint Venture with Dignity Health On October 22, 2014, the Company announced its expansion into Arizona through a joint venture with Dignity Health, one of the nation’s largest health systems. The partnership started with Dignity Health Arizona General Hospital, a full-service general hospital facility in Laveen, Arizona, and includes providing for additional access to emergency medical care in the Phoenix area. As of June 30, 2016, the joint venture with Dignity Health in Arizona has seven freestanding emergency departments in Arizona. Joint Venture with UCHealth On April 21, 2015, the Company announced the formation of a joint venture with UCHealth to enhance access to emergency medical care in Colorado. The Company contributed the 12 existing freestanding emergency rooms it held in Colorado and the related business associated with these facilities to the joint venture. The contribution of the controlling interest in these facilities and their operations was deemed a change of control for accounting purposes, and as such, the Company recorded a gain of $24.3 million on the contribution of the previously fully owned facilities in June 2015. As of June 30, 2016, the joint venture had 16 freestanding facilities under the UCHealth partnership. Pursuant to the terms of the joint venture agreement, the Company receives an annual preferred return up to a specified amount on its investment in the joint venture prior to proportionate distributions to the partners. Due to this preferred return provision within the joint venture agreement, this joint venture interest is considered a variable interest entity. Additional terms within the agreement allow for certain decisions to be made in which the Company has determined that it does not have control. As such, the Company concluded that it is not the primary beneficiary of the VIE. Accordingly, the Company accounts for this investment in joint venture under the equity method. Joint Venture with Ochsner Health System In September 2015, the Company announced the formation of a new partnership with New Orleans-based Ochsner Health System to enhance access to emergency medical care in Louisiana. The joint venture will include multiple freestanding emergency departments. This joint venture did not have operating facilities during the period ended June 30, 2016, but did incur expenses related to preopening activities which are included in our equity in earnings of joint ventures within the unaudited condensed consolidated statements of income. Joint Venture with Mount Carmel Health System In February 2016, the Company announced its expansion into Ohio and a new partnership with Mount Carmel Health System. The partnership will construct and operate freestanding emergency rooms in the Columbus area. This joint venture did not have operating facilities during the period ended June 30, 2016, but did incur expenses related to preopening activities which are included in our equity in earnings of joint ventures within the unaudited condensed consolidated statements of income . Joint Venture with Texas Health Resources On May 11, 2016, the Company announced the formation of a new partnership with Texas Health Resources to enhance access to emergency medical care in Dallas/Fort Worth. The Company contributed the 27 existing freestanding emergency rooms and one existing hospital it held in Dallas/Fort Worth and the related business associated with these facilities to the joint venture. The contribution of the controlling interest in these facilities and their operations was deemed a change of control for accounting purposes, and as such, the Company has recorded a gain of $185.4 million on the contribution of the previously fully owned facilities during the quarter ended June 30, 2016. This gain is net of a $9.6 million reduction of the goodwill related to the business associated with the facilities contributed to the joint venture . Pursuant to the terms of the joint venture agreement, the Company receives an annual preferred return up to a specified amount on its investment in the joint venture prior to proportionate distributions to the partners. Due to this preferred return provision within the joint venture agreement, this joint venture interest is considered a variable interest entity. Additional terms within the agreement allow for certain decisions to be made in which the Company has determined that it does not have control. As such, the Company concluded that it is not the primary beneficiary of the VIE. Accordingly, the Company accounts for this investment in joint venture under the equity method. The Company accounts for each of these joint ventures under the equity method of accounting as an investment in unconsolidated joint ventures, as the Company’s level of influence is significant but does not reach the threshold of controlling the entity. Summarized unaudited financial information for the Company’s equity method investees is as follows ( in thousands ): Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Total net operating revenue $ $ $ $ Total operating expenses Income from operations $ $ $ $ June 30, December 31, Balance sheet information: 2016 2015 Current assets $ $ Noncurrent assets Current liabilities Noncurrent liabilities Our investment in unconsolidated joint ventures consists of the following ( in thousands ): June 30, December 31, 2016 2015 Beginning balance $ $ Share of income Fair value of contributed businesses Distributions — Investment in unconsolidated joint ventures $ $ |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the change in goodwill during the three months ended June 30, 2016 (in thousands) : Balance at December 31, 2015 $ Adjustments Balance at June 30, 2016 $ See Note 4 ( Investment in Unconsolidated Joint Ventures ) for more information on adjustment to goodwill. The following table summarizes the change in intangible assets during the three months ended June 30, 2016 (in thousands) : Noncompete Trade Domain Agreements Names Names Total Balance at December 31, 2015 $ $ $ $ Additions — — — — Amortization — — Balance at June 30, 2016 $ $ $ $ |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 6 Months Ended |
Jun. 30, 2016 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 6—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company used an interest rate cap agreement with notional amount totaling $37.5 million to manage its exposure related to changes in interest rates on the Senior Secured Credit Facility. See Note 8 (Debt) for more information. This agreement had the economic effect of capping the LIBOR variable component of the Company's interest rate at a maximum of 3.00% on an equivalent amount of the Company's Term Loan debt. The cap agreement did not contain credit-risk contingent features. In October 2015, the Company extinguished the debt related to the senior Secured Credit Facility, and reclassified losses of $0.1 million from accumulated other comprehensive income into earnings. The interest rate cap agreement was terminated on January 4, 2016. The Company has not engaged in hedging activity related to the New Credit Facility. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2016 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following (in thousands) : June 30, December 31, 2016 2015 Accounts payable $ $ Accrued expenses Accrued tax distribution to LLC Unit holders Other Total accounts payable and accrued expenses $ $ |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2016 | |
DEBT | |
DEBT | NOTE 8—DEBT The components of debt consisted of the following (in thousands) : June 30, December 31, 2016 2015 Term loan $ $ Revolving credit — Other financing agreements Total debt principal outstanding Deferred financing costs Less current maturities $ $ On October 31, 2013, the Company entered into a Senior Secured Credit Facility (the “Facility”) for a $75.0 million term loan which was set to mature on October 31, 2018. The Facility included an additional $165.0 million delayed draw term loan commitment, which expired in April 2015 , and a $10.0 million revolving commitment that was set to mature on October 31, 2018. All of the Company's assets were pledged as collateral under the Facility. The borrowing under the Facility was used by the Company to provide financing for working capital, capital expenditures and for new facility expansion and replaced an existing credit facility. On June 11, 2014, the Company amended the Facility to, among other things, provide for a borrowing under the delayed draw term loan in an aggregate principal amount of up to $75 . 0 million, $60 .0 million in principal amount of which was used to make specified distributions and up to $10 .0 million in principal amount which was used to repay certain revolving loans. On June 11, 2014, the Company drew $75.0 million and made the $ 60.0 million dividend distribution on June 24, 2014. On April 20, 2015, the Company amended the Facility to, among other things, increase the maximum aggregate amount permitted to be funded by MPT under the MPT Agreements to $500.0 million. In April 2015, the Company drew $30.0 million on the delayed draw term loan prior to its expiration. Borrowings under the Facility bore interest, at our option, at a rate equal to an applicable margin over (a) a base rate determined by reference to the highest of (1) the prime rate , (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month plus 1% , or (b) LIBOR for the applicable interest period. The margin for the Facility was 6.50% in the case of base rate loans and 7.50% in the case of LIBOR loans. The Facility included an unused line fee of 0.50% per annum on the revolving commitment and delayed draw term loan commitment, a draw fee of 1.0% of the principal amount of each borrowing on the delayed draw term loan and an annual Agency fee of $0.1 million. On October 6, 2015, the Company entered into a senior secured credit facility (the “New Facility”) for a $125.0 million term loan and a $50.0 million revolving facility. The New Facility matures on October 6, 2020. The revolving credit facility includes a sub-limit of $15.0 million for letters of credit and a sub-limit of $5.0 million for swing line loans. In addition, the New Facility contains an option to borrow up to an additional $50.0 million under certain conditions. All of the assets of the Company’s subsidiaries are pledged as collateral under the New Facility, and such subsidiaries guarantee the New Facility. Borrowings under the New Facility replace the Company’s existing credit facility and will be used by the Company to provide financing for working capital and capital expenditures. Borrowings under the New Facility bear interest, at our option, at a rate equal to an applicable margin over (a) a base rate determined by reference to the highest of (1) the prime rate, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month plus 1% , or (b) LIBOR for the applicable interest period. The applicable margin for the New Facility ranges, based on our consolidated net leverage ratio, from 2.25% to 3.00% in the case of base rate loans and from 3.25% to 4.00% in the case of LIBOR loans. The New Facility includes an unused line fee ranging, based on our consolidated net leverage ratio, from 0.40% to 0.50% per annum on the revolving commitment. The Company had $23.8 million available under the revolving commitment at June 30, 2016, subject to certain debt covenants. During the three months ended June 30, 2016, the Company made mandatory principal payments under the New Facility of $1.6 million. The net carrying amount of deferred financing fees capitalized in connection with the New Facility were approximately $3.3 million and $3.7 million, respectively, as of June 30, 2016 and December 31, 2015, which are included as a deduction to long-term debt, less current maturities in the accompanying condensed consolidated balance sheets. Amortization expense related to the deferred financing fees was approximately $0.2 million, $0.2 million, $0.4 million, and $0.5 million for the three and six months ended June 30, 2016 and 2015. Amortization expense is included within interest expense in the accompanying condensed consolidated statements of income. The Facility contains certain affirmative covenants, negative covenants, and financial covenants which are measured on a quarterly basis. As of June 30, 2016, the Company was in compliance with all covenant requirements. In 2016, the Company entered into a finance agreement totaling approximately $0.8 million to finance the renewal of certain insurance policies. The finance agreement has a fixed interest rate of 4.0% with principal being repaid over 10 months. In June 2015, the Company entered into a twelve month finance agreement totaling approximately $0.8 million with a fixed interest rate of 3.5% to finance the renewal of certain insurance policies. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 6 Months Ended |
Jun. 30, 2016 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 9—TRANSACTIONS WITH RELATED PARTIES The Company made payments for contractor services to various related-party vendors, which totaled approximately $54,000 , $32,000 , $81,000 and $61,000 for the three and six months ended June 30, 2016 and 2015, respectively. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2016 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 10—EMPLOYEE BENEFIT PLANS The Company provides a 401(k) savings plan to all employees who have met certain eligibility requirements, including performing one month of service with the Company. The 401(k) plan permits matching and discretionary employer contributions. During the six months ended June 30, 2016 and 2015, the Company contributed approximately $1.7 million and $0.9 million to the 401(k) Plan for 2015 and 2014 matching contributions, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11—COMMITMENTS AND CONTINGENCIES Litigation and Asserted Claims The Company is a party to various legal proceedings arising in the ordinary course of business. While management believes the outcome of pending litigation and claims will not have a material adverse effect on the Company's consolidated financial condition, operations, or cash flows, litigation is subject to inherent uncertainties. Insurance Arrangements The Company is self-insured for employee health benefits. Accruals for losses are provided based upon claims experience and actuarial assumptions, including provisions for incurred but not reported losses. At June 30, 2016 and December 31, 2015, the Company has an accrual of approximately $1.2 million and $0.8 million, respectively, for incurred but not reported claims, which is included in accrued compensation within the condensed consolidated balance sheets. The Company is insured for worker's compensation claims up to $1.0 million per accident and per employee with a policy limit of $1.0 million. The Company submits periodic payments to its insurance broker based upon estimated payroll. Worker's compensation expense for the three and six months ended June 30, 2016 and 2015 was approximately $0.1 million, $0.1 million, $0.2 million and $0.1 million, respectively. The Company is insured for professional liability claims up to $1.0 million per incident and $3.0 million per facility with an aggregate policy limit of $20.0 million. Leases The Company leases certain medical facilities and equipment under various noncancelable operating leases. In June 2013, the Company entered into an initial MPT Agreement (the “Initial MPT Agreement”) with an affiliate of Medical Properties Trust (“MPT”) to fund future facility development and construction. In July 2014, the Company entered into an additional Master Funding and Development Agreement (the “Additional MPT Agreement” and, together with the Initial MPT Agreement, the “MPT Agreements”) with MPT to fund future new freestanding emergency rooms and hospitals. This agreement is separate from and in addition to the Initial MPT Agreement. All other material terms remain consistent with the Initial MPT Agreement. The lessor to the MPT Agreement will acquire parcels of land, fund the ground-up construction of new freestanding emergency room facilities and lease the facilities to the Company upon completion of construction. Under the terms of the MPT Agreements, as amended, the lessor is to fund all hard and soft costs, including the project purchase price, closing costs and pursuit costs for the assets relating to the construction of a fixed number of facilities with a maximum aggregate funding of $500.0 million. Each completed project will be leased for an initial term of 15 years, with three 5 -year renewal options. The Company follows the guidance in ASC 840, Leases , and ASC 810, Consolidation, in evaluating the lease as a build-to-suit lease transaction to determine whether the Company would be considered the accounting owner of the facilities during the construction period. In addition to the MPT Agreements, the Company has entered into similar agreements with certain developers to fund and lead the development efforts on the construction of future facilities. As of June 30, 2016, the Company had total receivables of $10.1 million from the lessor to the MPT agreements and certain other developers for soft costs incurred for facilities currently under development. The Company leases approximately 80,000 square feet for its corporate headquarters. Lease expense associated with this lease was $0.2 million, $0.4 million, $0.6 million and $0.8 million for the three and six months ended June 30, 2016 and 2015, respectively . In November 2015, the Company extended the lease term through April 2021 for its corporate headquarters. Future minimum lease payments required under noncancelable operating leases and future minimum, capital lease payments as of June 30, 2016 were as follows (in thousands) : Capital Operating Years ending December 31, leases leases 2016 (6 months) $ $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments $ $ Less: Amounts representing interest Present value of minimum lease payments Current portion of capital lease obligations Long-term portion of capital lease payments $ Rent expense totaled approximately $7.9 million, $7.1 million, $17.9 million and $14.3 million for the three and six months ended June 30, 2016 and 2015, respectively and is included as a component of other operating expenses within the unaudited condensed consolidated statements of income. The Company has sublease agreements with the joint ventures in Arizona, Colorado, Dallas/Fort Worth and Louisiana under which the Company subleases certain freestanding emergency room facilities, ground leases and equipment leases to the joint ventures. Under these agreements, the Company received $8.4 million, $2.5 million, $13.0 million and $3.2 million during the three and six months ended June 30, 2016 and 2015, respectively, as rental income which is accounted for as a reduction of rent expense. Future rental income associated with the sublease agreements as of June 30, 2016 were as follows (in thousands): Rental Years ending December 31, Income 2016 (6 months) $ 2017 2018 2019 2020 Thereafter Total future rental income $ |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 12—SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and supplemental noncash activities consisted of the following for the six months ended June 30 (in thousands) : June 30, June 30, 2016 2015 Supplemental cash flow information: Interest paid $ $ Taxes paid Supplemental noncash activities: Assets acquired through capital lease — Note payable for other financing agreements Contribution of assets to joint venture Effects of tax receivable agreement |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2016 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | NOTE 13—STOCK BASED COMPENSATION In connection with the initial public offering, the Company’s Board of Directors adopted the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the “2014 Plan”). In May 2016, the Company’s stockholders approved the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan (the “Amended and Restated Omnibus Plan”). The Amended and Restated Omnibus Plan provides for the granting of stock options, restricted stock and other stock-based or performance-based awards to directors, officers, employees, consultants and advisors of the Company and its affiliates. The total number of shares of Class A common stock that may be issued under the Omnibus Incentive Plan is 1,033,500 . At June 30, 2016, 546,358 stock-based awards had been issued under the Omnibus Incentive Plan and 487,142 stock-based awards remained available for equity grants. During the three months ended June 30, 2016 and 2015, the Company issued 1,846 and 5,273 time-based restricted shares of Class A common stock, respectively. The fair value of the time-based restricted shares of Class A common stock issued during the three months ended June 30, 2016 was $54.16 per share, and these shares vest over a period of three years. The fair value of the time-based restricted shares of Class A common stock issued during the three months ended June 30, 2015 ranged from $92.44 to $93.72 per share, and these shares vested on January 1, 2016. In addition, the Company issued 3,692 performance-based restricted shares of Class A common stock during the three months ended June 30, 2016. The fair value of these performance-based restricted shares was $54.16 per share. The vesting of these performance-based shares is contingent upon meeting specified performance targets over a three year period. During the six months ended June 30, 2016 and 2015, the Company issued 114,490 and 149,741 time-based restricted shares of Class A common stock, respectively. The fair value of the time-based restricted shares of Class A common stock issued during the six months ended June 30, 2016 ranged from $54.16 to $56.92 per share, and these shares vest over a period of one to three years. The fair value of the time-based restricted shares of Class A common stock issued during the six months ended June 30, 2015 ranged from $35.03 to $93.72 per share, and these shares vest over a period of six months to four years. In addition, the Company issued 209,748 performance-based restricted shares of Class A common stock during the six months ended June 30, 2016. The fair value of the performance-based restricted shares of Class A common stock issued during the six months ended June 30, 2016 ranged from $54.16 to $56.92 per share. The vesting of these performance-based shares is contingent upon meeting specified performance targets over a three year period. The Company also has one legacy equity-compensation plan, under which it has issued agreements awarding incentive units (restricted units) in the Company to certain employees and non-employee directors. In conjunction with the Reorganization Transactions, these restricted units were replaced with LLC Units with consistent restrictive terms. The restricted units are subject to such conditions as continued employment, passage of time and/or satisfaction of performance criteria as specified in the agreements. The restricted units vest over 3 to 4 years from the date of grant. The Company used a waterfall calculation, based on the capital structure and payout of each class of debt and equity, and a present value pricing model less marketability discount to determine the fair values of the restricted units. The Company did not issue any incentive units under the legacy plan during the six months ended June 30, 2016 and 2015. The Company recorded compensation expense of $1.2 million, $0.6 million, $2.3 million and $ 1.1 million, adjusted for forfeitures, during the three and six months ended June 30, 2016 and 2015, respectively, related to restricted units, restricted stock and stock options with time-based vesting schedules. Compensation expense for the value of the portion of the time-based restricted unit that is ultimately expected to vest is recognized using a straight-line method over the vesting period, adjusted for forfeitures. No compensation expense was recorded during the three and six months ended June 30, 2016 related to restricted units with performance-based vesting criteria as vesting was not considered probable as of June 30, 2016. For the three and six months ended June 30, 2015, the Company recognized $0.1 million of stock-based compensation expense related to the restricted units with performance-based vesting criteria outstanding at that time. As of June 30, 2016, $8.1 million of total unrecognized compensation costs for unvested awards, net of estimated forfeitures, was expected to be recognized over a weighted average period of 2.0 years`. In May 2016, the Company’s stockholders approved the Adeptus Health Inc. Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to afford eligible employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through purchase of its common stock. An aggregate of 285,336 shares of Class A common stock may be issued under the Stock Purchase Plan. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 14—INCOME TAXES The Company makes estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. The Company’s provision for income taxes in interim periods is based on our estimated annual effective tax rate. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs. The Company’s effective tax rate for the period differs from the statutory rates due primarily to state taxes that are not based on pre-tax income/(loss) but on gross margin resulting in state tax expense with little relation to pre-tax income and even in periods of pretax losses . Tax Receivable Agreement Upon the consummation of the Company’s initial public offering, the Company entered into a tax receivable agreement with the LLC Unit holders after the closing of the offering that provides for the payment from time to time by the Company to the LLC Unit holders of 85% of the amount of the benefits, if any, that the Company is deemed to realize as a result of increases in tax basis and certain other tax benefits related to exchanges of LLC Units pursuant to the exchange agreement, including tax benefits attributable to payments under the tax receivable agreement. These payment obligations are obligations of the Company; however, payments to LLC Unit holders will only be paid as tax benefits for the Company are realized. For purposes of the tax receivable agreement, the benefit deemed realized by the Company was computed by comparing its actual income tax liability (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Adeptus Health LLC as a result of the exchanges and had the Company not entered into the tax receivable agreement. The step-up in basis will depend on the fair value of the LLC Units at conversion. As of June 30, 2016, the Company has recorded an estimated payable pursuant to the tax receivable agreement of $237.9 million related to exchanges of LLC Units in connection with public offerings and other exchanges that are expected to give rise to certain tax benefits in the future. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 6 Months Ended |
Jun. 30, 2016 | |
NET INCOME PER SHARE | |
NET INCOME PER SHARE | NOTE 15—NET INCOME PER SHARE Basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by using the weighted average number of common shares outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock using the treasury stock method. The following table sets forth the computation of basic and diluted net income per common share ( in thousands, except share and per share data ): Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Numerator Net income attributable to Adeptus Health Inc. $ $ $ $ Denominator: Denominator for basic net income per Class A common share-weighted average shares Effect of dilutive securities: Restricted shares — — — — Denominator for diluted net income per Class A common share-weighted average shares Net income attributable to Adeptus Health Inc. per Class A common share - Basic $ $ $ $ Net income attributable to Adeptus Health Inc. per Class A common share - Diluted $ $ $ $ The shares of Class B common stock do not share in the earnings or losses of Adeptus Health Inc. and are therefore not participating securities. Accordingly, basic and diluted net loss per share of Class B common stock has not been presented. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16—SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date at which the consolidated financial statements were available to be issued, and determined that there were no other items to disclose . |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. The condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s December 31, 2015 audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 29, 2016. |
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. For greater detail regarding these accounting policies and estimates, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. |
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 three and six months ended June 30, 2016 and 2015 was earned in the United States. |
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. |
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. 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 management services agreements under which it provides management services to hospital facilities and freestanding emergency room facilities. As compensation for these services, the Company charges the managed entities a management fee based on a fixed percentage of each entity’s net revenue. The Company also holds minority ownership in these entities. Net patient service revenue by major payor source for the three and six months ended June 30, 2016 and 2015 were as follows (in thousands) : Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Commercial $ $ $ $ Self-pay Medicaid Medicare Other Patient Service Revenue Provision for bad debt Net Revenue $ $ $ $ The Company receives payments from third-party payors that have contracts with the Company or the Company uses MultiPlan arrangements whereby the Company accesses third-party payors at in-network rates. Four major third-party payors accounted for 79.5% , 85.1% , 80.8% and 85.6% of patient service revenue for the three and six months ended June 30, 2016 and 2015, respectively. These same payors also accounted for 76.2% and 65.9% of accounts receivable as of June 30, 2016 and December 31, 2015, respectively. The following table sets forth the percentage of patient service revenue earned by major payor source: Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Payor: United HealthCare % % % % Blue Cross Blue Shield Aetna Cigna Other Medicaid/Medicare % % % % 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 three months ended June 30, 2016 and 2015. The Company treats anyone that is emergent. Total charity care was approximately 3.3% , 9.0% , 3.4% and 8.9% of patient service revenue for the three and six months ended June 30, 2016 and 2015, respectively. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the three and six months ended June 30, 2016 and 2015, was approximately $0.6 million, $0.9 million, $1.9 million and $2.3 million, respectively, and is included as a component of general and administrative expenses within the unaudited condensed consolidated statements of income. |
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. |
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. Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense in the accompanying unaudited condensed consolidated statements of income. Amortization is calculated using the straight-line method over the shorter of the useful lives or the term of the underlying lease agreements. |
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 June 30, 2016 and December 31, 2015, the carrying value of the Company's long-term debt was based on the current interest rates and approximates its fair value. |
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. 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 dedesignated 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. |
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 June 30, 2016, the Company leased 93 facilities, which the Company classified as operating leases. |
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. Estimated tax expense of approximately $47.3 million, $6.3 million, $50.4 million and $6.8 million are included in the provision for income taxes in the financial statements for the three and six months ended June 30, 2016 and 2015, 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. |
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 allowance, 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. |
Variable Interest Entities | Variable Interest Entities The Company follows the guidance in ASC 810-10-15-14 in order to determine if we are the primary beneficiary of a variable interest entity (“VIE”) for financial reporting purposes. We consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate a VIE when we are the primary beneficiary of the VIE. At June 30, 2016, the Company determined that it has two joint venture interests which it considers a VIE for which it is not the primary beneficiary. Accordingly, we account for these investments in joint ventures using the equity method. |
Investment in Unconsolidated Joint Ventures | Investment in Unconsolidated Joint Ventures 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. As of June 30, 2016, the Company accounted for 16 freestanding facilities associated with our joint venture with UCHealth, one Arizona hospital and its seven freestanding departments associated with our joint venture with Dignity Health, one hospital in Dallas/Fort Worth and its 30 freestanding departments associated with our joint venture with THR and the development activity associated with our joint ventures with Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio using the equity method. The Company has an ownership interest ranging from 49.0% to 50.1% in t hese joint ventures. These investments are included as investment in unconsolidated joint ventures in the accompanying unaudited condensed consolidated balance sheets. Equity in earnings of unconsolidated joint ventures consists of (i) the Company’s share of the income generated from its non-controlling equity investment in one full-service healthcare hospital facility and seven freestanding emergency rooms in Arizona, (ii) the Company’s preferred return and its share of the income generated from its non-controlling equity investment in 16 freestanding emergency rooms in Colorado and one hospital and 30 freestanding facilities in Dallas/Fort Worth, and (iii) its share of the income generated from its non-controlling equity investment in the development activity associated with our joint ventures with Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio. Because the operations are central to the Company’s business strategy, equity in earnings of unconsolidated joint ventures is classified as a component of operating income in the accompanying unaudited condensed consolidated statements of income. The Company has contracts to manage the facilities, which results in the Company having an active role in the operations of the facilities and devoting a significant portion of its corporate resources to the fulfillment of these management responsibilities. Additionally, the Company receives a stipend for providing physicians to the facilities within each joint venture. |
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, 2018. Early application is permitted to the original effective date of January 1, 2017. 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 February 2015, the FASB issued ASU No. 2015-02, “ Consolidation: Amendments to the Consolidation Analysis” (Topic 810) . This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015 and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted the amendments under ASU 2015-02 on January 1, 2016. The adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements as there was no change to the entities currently consolidated by the Company. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" (Subtopic 835-30) , which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015. We retrospectively adopted the provisions of ASI 2015-03 as of January 1, 2016. As of December 31, 2015, $3.7 million of debt issuance costs were reclassified in the consolidated balance sheet from other long-term assets to long-term debt, less current portion. The adoption of ASU 2015-03 impacted the presentation of our consolidated financial position and had no impact on our results of operations, or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ”, which amended the balance sheet classification requirements for deferred income taxes to simplify their presentation in the statement of financial position. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 31, 2016, with early adoption permitted. The Company early adopted the provisions of this ASU for the presentation and classification of its deferred tax assets at December 31, 2015 and has reflected the change on the consolidated balance sheet for all periods presented. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). This new standard establishes a comprehensive new lease accounting model. The new standard clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. We are evaluating the impact of the new standard on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” (Topic 718). This new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the potential impact of the new standard on our consolidated financial statements. We do not believe any other recently issued, but not yet effective, revisions to authoritative guidance will have a material effect on our condensed consolidated financial position, results of operations or cash flows |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net patient service revenue by major payor source | Net patient service revenue by major payor source for the three and six months ended June 30, 2016 and 2015 were as follows (in thousands) : Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Commercial $ $ $ $ Self-pay Medicaid Medicare Other Patient Service Revenue Provision for bad debt Net Revenue $ $ $ $ |
Table of percentage of patient service revenue earned by major payor source | Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Payor: United HealthCare % % % % Blue Cross Blue Shield Aetna Cigna Other Medicaid/Medicare % % % % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | Property and equipment consisted of the following ( in thousands ): June 30, December 31, 2016 2015 Leasehold improvements $ $ Computer equipment Medical equipment Office equipment Automobiles Land Construction in progress Buildings Less accumulated depreciation Property and equipment, net $ $ |
INVESTMENT IN UNCONSOLIDATED 27
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | |
Summary of unaudited results of operations of equity method investees | Summarized unaudited financial information for the Company’s equity method investees is as follows ( in thousands ): Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Total net operating revenue $ $ $ $ Total operating expenses Income from operations $ $ $ $ June 30, December 31, Balance sheet information: 2016 2015 Current assets $ $ Noncurrent assets Current liabilities Noncurrent liabilities |
Summary of investment in unconsolidated joint ventures | Our investment in unconsolidated joint ventures consists of the following ( in thousands ): June 30, December 31, 2016 2015 Beginning balance $ $ Share of income Fair value of contributed businesses Distributions — Investment in unconsolidated joint ventures $ $ |
GOODWILL AND OTHER INTANGIBLE28
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Table summarizing the changes in goodwill | The following table summarizes the change in goodwill during the three months ended June 30, 2016 (in thousands) : Balance at December 31, 2015 $ Adjustments Balance at June 30, 2016 $ |
Table summarizing the changes in intangible assets | The following table summarizes the change in intangible assets during the three months ended June 30, 2016 (in thousands) : Noncompete Trade Domain Agreements Names Names Total Balance at December 31, 2015 $ $ $ $ Additions — — — — Amortization — — Balance at June 30, 2016 $ $ $ $ |
ACCOUNTS PAYABLE AND ACCRUED 29
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Summary of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following (in thousands) : June 30, December 31, 2016 2015 Accounts payable $ $ Accrued expenses Accrued tax distribution to LLC Unit holders Other Total accounts payable and accrued expenses $ $ |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
DEBT | |
Summary of components of debt | The components of debt consisted of the following (in thousands) : June 30, December 31, 2016 2015 Term loan $ $ Revolving credit — Other financing agreements Total debt principal outstanding Deferred financing costs Less current maturities $ $ |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
Contractual obligations | . In November 2015, the Company extended the lease term through April 2021 for its corporate headquarters. Future minimum lease payments required under noncancelable operating leases and future minimum, capital lease payments as of June 30, 2016 were as follows (in thousands) : Capital Operating Years ending December 31, leases leases 2016 (6 months) $ $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments $ $ Less: Amounts representing interest Present value of minimum lease payments Current portion of capital lease obligations Long-term portion of capital lease payments $ |
Future rental income | Future rental income associated with the sublease agreements as of June 30, 2016 were as follows (in thousands): Rental Years ending December 31, Income 2016 (6 months) $ 2017 2018 2019 2020 Thereafter Total future rental income $ |
SUPPLEMENTAL CASH FLOW INFORM32
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Summary of supplemental cash flow information and supplemental noncash activities | Supplemental cash flow information and supplemental noncash activities consisted of the following for the six months ended June 30 (in thousands) : June 30, June 30, 2016 2015 Supplemental cash flow information: Interest paid $ $ Taxes paid Supplemental noncash activities: Assets acquired through capital lease — Note payable for other financing agreements Contribution of assets to joint venture Effects of tax receivable agreement |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
NET INCOME PER SHARE | |
Summary of computation of basic and diluted net income (loss) per common share | Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Numerator Net income attributable to Adeptus Health Inc. $ $ $ $ Denominator: Denominator for basic net income per Class A common share-weighted average shares Effect of dilutive securities: Restricted shares — — — — Denominator for diluted net income per Class A common share-weighted average shares Net income attributable to Adeptus Health Inc. per Class A common share - Basic $ $ $ $ Net income attributable to Adeptus Health Inc. per Class A common share - Diluted $ $ $ $ |
ORGANIZATION (Details)
ORGANIZATION (Details) - facility | Jun. 30, 2016 | Dec. 31, 2012 |
ORGANIZATION | ||
Number of emergency room facilities | 93 | 14 |
Number of fully licensed general hospitals | 2 | |
Noncontrolling ownership percentage | 22.80% |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Patient Revenue and Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Patient service revenue by major payor source | |||||
Patient service revenue | $ 101,595 | $ 104,363 | $ 234,883 | $ 200,265 | |
Provision for bad debt | (16,673) | (17,514) | (43,726) | (32,459) | |
Net patient service revenue | 84,922 | 86,849 | 191,157 | 167,806 | |
Medicare | |||||
Patient service revenue by major payor source | |||||
Patient service revenue | 1,269 | 111 | 3,175 | 145 | |
Medicaid | |||||
Patient service revenue by major payor source | |||||
Patient service revenue | 1,972 | 343 | 4,406 | 398 | |
Commercial | |||||
Patient service revenue by major payor source | |||||
Patient service revenue | 92,068 | 100,545 | 215,114 | 193,812 | |
Self Pay | |||||
Patient service revenue by major payor source | |||||
Patient service revenue | 5,407 | 2,360 | 10,879 | 3,990 | |
Other | |||||
Patient service revenue by major payor source | |||||
Patient service revenue | $ 879 | $ 1,004 | $ 1,309 | $ 1,920 | |
ASU 2015-03 | Other long-term assets | |||||
Patient service revenue by major payor source | |||||
Debt issuance costs | $ 3,700 | ||||
ASU 2015-03 | Long term debt noncurrent | |||||
Patient service revenue by major payor source | |||||
Debt issuance costs | $ 3,700 |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Third-party Payors (Details) - entity | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Major payor revenues and receivables | |||||
Number of major third-party payors | 4 | ||||
Sales Revenue Services Net | Customer Concentration Risk | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 100.00% | 100.00% | 100.00% | 100.00% | |
Sales Revenue Services Net | Customer Concentration Risk | Medicaid and Medicare | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 3.20% | 0.40% | 3.20% | 0.30% | |
Sales Revenue Services Net | Customer Concentration Risk | Major Third Party Payors | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 79.50% | 85.10% | 80.80% | 85.60% | |
Sales Revenue Services Net | Customer Concentration Risk | Blue Cross Blue Shield | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 20.00% | 21.10% | 22.20% | 23.20% | |
Sales Revenue Services Net | Customer Concentration Risk | United Health Care | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 30.30% | 30.90% | 29.40% | 28.90% | |
Sales Revenue Services Net | Customer Concentration Risk | Aetna | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 15.80% | 19.50% | 15.90% | 19.70% | |
Sales Revenue Services Net | Customer Concentration Risk | Cigna | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 13.40% | 13.60% | 13.30% | 13.80% | |
Sales Revenue Services Net | Customer Concentration Risk | Other Payors | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 17.30% | 14.50% | 16.00% | 14.10% | |
Accounts Receivable | Credit Concentration Risk | Major Third Party Payors | |||||
Major payor revenues and receivables | |||||
Percentage of Company total | 65.90% | 76.20% |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)facility | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)itemfacility | Jun. 30, 2015USD ($) | |
Charity care, percent of patient service revenue | $ | $ 3.3 | $ 9 | $ 3.4 | $ 8.9 |
Advertising expense | $ | $ 600,000 | 900,000 | $ 1,900,000 | 2,300,000 |
Number of facilities leased | 93 | 93 | ||
Provision for income taxes | $ | $ 47,270,000 | $ 6,328,000 | $ 50,388,000 | $ 6,806,000 |
Number of joint venture interests considered a VIE for which the entity is not the primary beneficiary | item | 2 | |||
Minimum | ||||
Investment ownership percentage | 49.00% | 49.00% | ||
Maximum | ||||
Investment ownership percentage | 50.10% | 50.10% | ||
University of Colorado Health | ||||
Number of freestanding emergency departments | 16 | 16 | ||
Dignity Health Arizona General Hospital | ||||
Number of freestanding emergency departments | 7 | 7 | ||
Number of full-service healthcare hospital facilities | 1 | 1 | ||
THR | ||||
Number of full-service healthcare hospital facilities | 1 | 1 | ||
Ochsner Health System and Mount Carmel Health System | ||||
Number of freestanding emergency departments | 30 | 30 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property and Equipment | ||
Property and equipment | $ 56,263 | $ 100,767 |
Less accumulated depreciation | 21,777 | 30,580 |
Property and equipment, net | 34,486 | 70,187 |
Assets under capital leases | 200 | 4,200 |
Accumulated depreciation associated with capital lease assets | 0 | 600 |
Leasehold Improvements | ||
Property and Equipment | ||
Property and equipment | 35,832 | 73,249 |
Computer Equipment | ||
Property and Equipment | ||
Property and equipment | 5,198 | 5,627 |
Medical Equipment | ||
Property and Equipment | ||
Property and equipment | 2,805 | 4,458 |
Office Equipment | ||
Property and Equipment | ||
Property and equipment | 3,651 | 5,445 |
Automobiles | ||
Property and Equipment | ||
Property and equipment | 218 | 218 |
Land | ||
Property and Equipment | ||
Property and equipment | 6,758 | 6,758 |
Asset Under Construction | ||
Property and Equipment | ||
Property and equipment | 1,335 | 345 |
Building | ||
Property and Equipment | ||
Property and equipment | $ 466 | $ 4,667 |
INVESTMENT IN UNCONSOLIDATED 39
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Details) $ in Thousands | May 11, 2016USD ($)facility | Apr. 21, 2015room | Jun. 30, 2016USD ($)facility | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)facility | Jun. 30, 2015USD ($) |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | ||||||
Gain on contribution to joint venture | $ | $ 185,336 | $ 24,250 | $ 185,336 | $ 24,250 | ||
Reduction of goodwill | $ | $ 9,619 | |||||
University of Colorado Health | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | ||||||
Number of freestanding emergency rooms contributed to the joint venture | room | 12 | |||||
Number of freestanding emergency departments | 16 | 16 | ||||
Dignity Health Arizona General Hospital | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | ||||||
Number of freestanding emergency departments | 7 | 7 | ||||
THR | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | ||||||
Number of freestanding emergency rooms contributed to the joint venture | 27 | |||||
Number of hospitals contributed to the joint venture | 1 | |||||
Gain on contribution to joint venture | $ | $ 185,400 |
INVESTMENT IN UNCONSOLIDATED 40
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE - Equity Method Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Equity method investment information | |||||
Total net operating revenue | $ 100,167 | $ 89,587 | $ 212,936 | $ 171,040 | |
Total operating expenses | 90,650 | 79,558 | 193,113 | 154,963 | |
Income from operations | 11,952 | 13,650 | 24,759 | 19,004 | |
Balance sheet information: | |||||
Current Assets | 138,297 | 138,297 | $ 118,690 | ||
Current Liabilities | 49,660 | 49,660 | 59,263 | ||
Equity Method Investee | |||||
Equity method investment information | |||||
Total net operating revenue | 57,474 | 17,666 | 91,611 | 20,673 | |
Total operating expenses | 55,961 | 14,632 | 85,177 | 19,026 | |
Income from operations | 1,513 | $ 3,034 | 6,434 | $ 1,647 | |
Balance sheet information: | |||||
Current Assets | 65,807 | 65,807 | 25,646 | ||
Noncurrent assets | 53,416 | 53,416 | 36,154 | ||
Current Liabilities | 53,636 | 53,636 | 20,774 | ||
Noncurrent liabilities | $ 8,567 | $ 8,567 | $ 1,637 |
INVESTMENT IN UNCONSOLIDATED 41
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE - Investment in Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | |||||
Beginning balance | $ 43,104 | $ 2,100 | $ 2,100 | ||
Share of income | $ 2,435 | $ 3,621 | 4,936 | $ 2,927 | 8,927 |
Fair value of businesses contributed to joint ventures | 224,927 | 224,927 | 36,277 | ||
Distributions | (4,200) | ||||
Ending balance | $ 272,967 | $ 272,967 | $ 43,104 |
GOODWILL AND OTHER INTANGIBLE42
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill | |
Balance at beginning of year | $ 61,009 |
Balance at end of year | 51,390 |
Changes in intangible assets | |
Balance at beginning of period | 18,235 |
Adjustments | (9,619) |
Amortization | (890) |
Balance at end of period | 17,345 |
Trade Names | |
Changes in intangible assets | |
Balance at beginning of period | 9,300 |
Balance at end of period | 9,300 |
Domain Names | |
Changes in intangible assets | |
Balance at beginning of period | 7,600 |
Balance at end of period | 7,600 |
Noncompete Agreements | |
Changes in intangible assets | |
Balance at beginning of period | 1,335 |
Amortization | (890) |
Balance at end of period | $ 445 |
DERIVATIVE INSTRUMENTS AND HE43
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - Interest Rate Cap - Cash Flow Hedging - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2015 | Jun. 30, 2016 | |
Derivatives | ||
Losses reclassified from accumulated other comprehensive income into earnings | $ 0.1 | |
Designated As Hedging Instrument | ||
Derivatives | ||
Notional amount | $ 37.5 | |
Capped interest rate | 3.00% |
ACCOUNTS PAYABLE AND ACCRUED 44
ACCOUNTS PAYABLE AND ACCRUED EXPENSE (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accounts payable | $ 13,901 | $ 13,600 |
Accrued expenses | 5,558 | 7,297 |
Accrued tax distribution to LLC unit holders | 4,246 | 4,246 |
Other | 903 | 2,378 |
Total accounts payable and accrued expenses | $ 24,608 | $ 27,521 |
DEBT - Components (Details)
DEBT - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt | ||
Deferred financing costs | $ (3,291) | $ (3,678) |
Total debt amount | 134,050 | 121,148 |
Less current maturities | 7,278 | 7,585 |
Total debt amount, excluding current maturities | 126,772 | 113,563 |
Senior Secured Credit Facility | ||
Debt | ||
Debt, long-term and short-term combined amount | 137,341 | 124,826 |
Secured Debt | ||
Debt | ||
Debt, long-term and short-term combined amount | 120,313 | 123,438 |
Revolving Credit Facility | ||
Debt | ||
Debt, long-term and short-term combined amount | 16,000 | |
Other financing agreements | ||
Debt | ||
Debt, long-term and short-term combined amount | $ 1,028 | $ 1,388 |
DEBT - Details (Details)
DEBT - Details (Details) - USD ($) $ in Thousands | Oct. 06, 2015 | Jun. 24, 2014 | Jun. 11, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 20, 2015 | Jun. 30, 2014 | Oct. 31, 2013 |
Line of Credit Facility | ||||||||||
Maximum aggregate funding amount permitted | $ 500,000 | |||||||||
Proceeds from long-term borrowings | $ 35,000 | $ 54,000 | ||||||||
Dividend distribution | $ 60,000 | |||||||||
Amortization of deferred financing fees | $ 200 | $ 200 | $ 387 | $ 468 | ||||||
Senior Secured Credit Facility Original Agreement | ||||||||||
Line of Credit Facility | ||||||||||
Debt instrument face amount | $ 75,000 | |||||||||
Senior Secured Credit Facility Second Amendment | ||||||||||
Line of Credit Facility | ||||||||||
Proceeds from long-term borrowings | $ 75,000 | |||||||||
Senior Secured Credit Facility | ||||||||||
Line of Credit Facility | ||||||||||
Unused line fee | 0.50% | |||||||||
Annual Agency fee | $ 100 | |||||||||
Remaining borrowing capacity | 23,800 | $ 23,800 | ||||||||
Mandatory principal payments | $ 1,600 | |||||||||
Senior Secured Credit Facility | Debt Instrument Base Rate Loans | Federal Funds Effective Rate | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 0.50% | |||||||||
Senior Secured Credit Facility | Debt Instrument Base Rate Loans | Base Rate | ||||||||||
Line of Credit Facility | ||||||||||
Margin added to variable interest rate | 6.50% | |||||||||
Senior Secured Credit Facility | Debt Instrument Libor Rate Loans | LIBOR | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 1.00% | |||||||||
Margin added to variable interest rate | 7.50% | |||||||||
Delayed Draw Term Loan | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | 165,000 | |||||||||
Draw fee | 1.00% | |||||||||
Delayed Draw Term Loan | Senior Secured Credit Facility Second Amendment | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | $ 75,000 | |||||||||
Amount of principal which will be used for specified distributions | 60,000 | |||||||||
Amount of principal which will be used to repay certain revolving loans | $ 10,000 | |||||||||
Revolving Credit Facility | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | $ 10,000 | |||||||||
Senior Secured Credit Facility Maturing October 2020 | Federal Funds Effective Rate | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 0.50% | |||||||||
Senior Secured Credit Facility Maturing October 2020 | LIBOR | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 1.00% | |||||||||
Term Loan Maturing October 2020 | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | $ 125,000 | |||||||||
Revolving Credit Facility Maturing October 2020 | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | 50,000 | |||||||||
Standby Letters Of Credit Maturing October 2020 | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | 15,000 | |||||||||
Swing Line Loans Maturing October 2020 | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | 5,000 | |||||||||
Conditional Borrowing Option Maturing October 2020 | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowing capacity | $ 50,000 | |||||||||
Minimum | Senior Secured Credit Facility | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 2.25% | |||||||||
Unused line fee | 0.40% | |||||||||
Minimum | Senior Secured Credit Facility | LIBOR | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 3.25% | |||||||||
Maximum | Senior Secured Credit Facility | ||||||||||
Line of Credit Facility | ||||||||||
Unused line fee | 0.50% | |||||||||
Maximum | Senior Secured Credit Facility | LIBOR | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 4.00% | |||||||||
Maximum | Senior Secured Credit Facility | Base Rate | ||||||||||
Line of Credit Facility | ||||||||||
Basis spread on variable rate interest | 3.00% |
DEBT - Insurance Finance Agreem
DEBT - Insurance Finance Agreements (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Insurance Financing Agreement June 2016 | ||
Finance Agreement | ||
Debt instrument face amount | $ 0.8 | |
Stated interest rate | 4.00% | |
Debt instrument term | 10 months | |
Insurance Financing Agreement June 2015 | ||
Finance Agreement | ||
Debt instrument face amount | $ 0.8 | |
Stated interest rate | 3.50% | |
Debt instrument term | 12 months |
TRANSACTIONS WITH RELATED PAR48
TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Agreement provisions | ||||
Payments | $ 54,000 | |||
Various Related Party Vendors | Contractor Services | ||||
Agreement provisions | ||||
Payments | $ 81,000 | $ 32,000 | $ 61,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
EMPLOYEE BENEFIT PLANS | ||
Employer contributions | $ 1.7 | $ 0.9 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Insurance Arrangements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Loss Contingencies | |||||
Worker's compensation expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 | |
Uninsured Risk | |||||
Loss Contingencies | |||||
Accrual for incurred but not reported claims | $ 1.2 | 1.2 | $ 0.8 | ||
Workers Compensation Insurance | |||||
Loss Contingencies | |||||
Maximum amount of worker's compensation claims | 1 | ||||
Policy limit | 1 | ||||
Professional Malpractice Liability | |||||
Loss Contingencies | |||||
Maximum professional liability insurance per incident | 1 | ||||
Maximum professional liability insurance per facility | 3 | ||||
Maximum professional liability aggregate policy limit | $ 20 |
COMMITMENTS AND CONTINGENCIES51
COMMITMENTS AND CONTINGENCIES - Leases (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)ft² | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)ft²Option | Jun. 30, 2015USD ($) | |
Other Commitments | ||||
Receivables from developers | $ 10,100 | $ 10,100 | ||
Lease expense | $ 7,900 | $ 7,100 | 17,900 | $ 14,300 |
Master Funding And Development Agreement | ||||
Other Commitments | ||||
Maximum funding per agreement | $ 500,000 | |||
Initial term of lease | 15 years | |||
Number of lease renewal options (in leases) | Option | 3 | |||
Lease renewal terms | 5 years | |||
Corporate Headquarters | ||||
Other Commitments | ||||
Square footage leased (in square feet) | ft² | 80,000 | 80,000 | ||
Lease expense | $ 200 | $ 400 | $ 600 | $ 800 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES - Capital Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||
2016 (6 months) | $ 24 | |
2,017 | 49 | |
2,018 | 49 | |
2,019 | 49 | |
2,020 | 49 | |
Thereafter | 23 | |
Total future minimum lease payments | 243 | |
Less: Amounts representing interest | (26) | |
Present value of minimum lease payments | 217 | |
Current maturities of capital lease obligations | 40 | $ 102 |
Capital lease obligations, less current maturities | $ 177 | $ 3,954 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||||
2016 (6 months) | $ 34,433 | $ 34,433 | ||
2,017 | 69,182 | 69,182 | ||
2,018 | 65,726 | 65,726 | ||
2,019 | 58,253 | 58,253 | ||
2,020 | 52,566 | 52,566 | ||
Thereafter | 552,218 | 552,218 | ||
Total future minimum lease payments | 832,378 | 832,378 | ||
Leases | ||||
Lease expense | 7,900 | $ 7,100 | 17,900 | $ 14,300 |
Sublease rental income | $ 8,400 | $ 2,500 | $ 13,000 | $ 3,200 |
COMMITMENTS AND CONTINGENCIES54
COMMITMENTS AND CONTINGENCIES - Future Rental Income (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Future Minimum Sublease Rentals | |
2016 (6 months) | $ 21,872 |
2,017 | 43,698 |
2,018 | 41,534 |
2,019 | 36,585 |
2,020 | 33,251 |
Thereafter | 366,169 |
Total future rental income | $ 543,109 |
SUPPLEMENTAL CASH FLOW INFORM55
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest paid | $ 3,133 | $ 6,670 |
Taxes Paid | 2,850 | 1,650 |
Noncash Investing and Financing Items | ||
Assets acquired through capital lease | 217 | |
Note payable for other financing agreements | 818 | 818 |
Contribution of assets to joint venture | 32,741 | 12,332 |
Effects of tax receivable agreement | $ 51,371 | $ 695 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)plan$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)plan$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | May 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Unrecognized compensation cost related to share-based awards | $ | $ 8,100 | $ 8,100 | |||
Weighted average recognition period of unrecognized compensation cost | 2 years | ||||
Common Class A | ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Total number of shares which may be issued | 285,336 | ||||
Time Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||||
Compensation expense | $ | $ 1,200 | $ 600 | $ 2,300 | $ 1,100 | |
Time Based Restricted Stock Units | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of shares issued | 1,846 | 5,273 | |||
Restricted shares granted | 114,490 | 149,741 | |||
Fair values | $ / shares | $ 54.16 | ||||
Vesting period | 3 years | ||||
Time Based Restricted Stock Units | Common Class A | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Fair values | $ / shares | $ 92.44 | $ 54.16 | $ 35.03 | ||
Vesting period | 1 month | 6 months | |||
Time Based Restricted Stock Units | Common Class A | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Fair values | $ / shares | $ 93.72 | $ 56.92 | $ 93.72 | ||
Vesting period | 3 years | 4 years | |||
Performance Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||||
Compensation expense | $ | $ 100 | $ 100 | |||
Performance Based Restricted Stock Units | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of shares issued | 3,692 | 209,748 | |||
Fair values | $ / shares | $ 54.16 | ||||
Vesting period | 3 years | 3 years | |||
Performance Based Restricted Stock Units | Common Class A | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Fair values | $ / shares | $ 54.16 | ||||
Performance Based Restricted Stock Units | Common Class A | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Fair values | $ / shares | $ 56.92 | ||||
Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of shares issued | 546,358 | ||||
Share based awards available | 487,142 | 487,142 | |||
Omnibus Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Total number of shares which may be issued | 1,033,500 | ||||
Legacy Equity Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of plans | plan | 1 | 1 | |||
Legacy Equity Compensation Plan | Time Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 3 years | ||||
Legacy Equity Compensation Plan | Time Based Restricted Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 4 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Jun. 25, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Agreement provisions | |||
Payable to related parties pursuant to tax receivable agreement | $ 237,914 | $ 191,302 | |
Deferred tax asset composition | |||
Deferred tax asset | 255,886 | $ 206,265 | |
Post IPO Unit Holders And Merged Owner | Tax Receivable Agreement | |||
Agreement provisions | |||
Percentage of deemed tax benefits required to be paid | 85.00% | ||
Payable to related parties pursuant to tax receivable agreement | $ 237,900 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Numerator | |||||
Net loss attributable to Adeptus Health Inc. | $ 86,948 | $ 10,634 | $ 91,480 | $ 11,228 | |
Common Class A | |||||
Earnings per share | |||||
Common stock, shares outstanding | 16,350,866 | 16,350,866 | 14,257,187 | ||
Common stock, shares issued | 16,350,866 | 16,350,866 | 14,257,187 | ||
Numerator | |||||
Net loss attributable to Adeptus Health Inc. | $ 86,948 | $ 10,634 | $ 91,480 | $ 11,228 | |
Denominator: | |||||
Denominator for basic net loss per Class A common share-weighted average shares | 15,001,701 | 10,953,138 | 14,687,700 | 10,432,882 | |
Effective of dilutive securities: | |||||
Denominator for diluted net loss per Class A common share-weighted average shares | 15,001,701 | 10,953,138 | 14,687,700 | 10,432,882 | |
Net loss attributable to Adeptus Health Inc. per Class A common share - Basic | $ 5.80 | $ 0.97 | $ 6.23 | $ 1.08 | |
Net loss attributable to Adeptus Health Inc. per Class A common share - Diluted | $ 5.80 | $ 0.97 | $ 6.23 | $ 1.08 |