Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Envision Healthcare Corporation | ||
Entity Central Index Key | 1,678,531 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 117,406,120 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 4,152,884,218 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 331.6 | $ 106.7 |
Insurance collateral | 87 | 27.4 |
Accounts receivable, net of allowance of $652.2 and $167.4, respectively | 1,755 | 337.3 |
Supplies inventory | 61.2 | 21.4 |
Prepaid and other current assets | 176.5 | 44.9 |
Total current assets | 2,411.3 | 537.7 |
Property and equipment, net | 595.2 | 189.2 |
Investments in unconsolidated affiliates | 116.9 | 169.2 |
Goodwill | 8,819 | 3,970.2 |
Intangible assets, net | 4,604.9 | 1,594.6 |
Other assets | 161.6 | 38.4 |
Total assets | 16,708.9 | 6,499.3 |
Current liabilities: | ||
Current portion of long-term debt | 47 | 20.4 |
Accounts payable | 101.3 | 32.6 |
Accrued salaries and benefits | 561.2 | 202.5 |
Accrued interest | 51.4 | 30.5 |
Other accrued liabilities | 393.4 | 99.9 |
Total current liabilities | 1,154.3 | 385.9 |
Long-term debt, net of deferred financing costs of $111.0 and $47.2, respectively | 5,791.6 | 2,358 |
Deferred income taxes | 1,680.7 | 699.5 |
Insurance reserves | 370.5 | 67.9 |
Other long-term liabilities | 141 | 47.6 |
Commitments and contingencies | ||
Noncontrolling interests – redeemable | 182.9 | 175.7 |
Equity: | ||
Preferred stock, $0.01 and no par value, respectively, 100,000 and 5,000 shares authorized, respectively, 1,725 shares issued and outstanding | 0.1 | 166.6 |
Common stock, $0.01 and no par value, respectively, 1,000,000 and 120,000 shares authorized, respectively, 117,478 and 54,294 shares issued and outstanding, respectively | 1.2 | 1,345.4 |
Additional paid-in capital | 5,976.3 | 0 |
Retained earnings | 753.7 | 781.4 |
Accumulated other comprehensive loss | (0.2) | 0 |
Total Envision Healthcare Corporation equity | 6,731.1 | 2,293.4 |
Noncontrolling interests – non-redeemable | 656.8 | 471.3 |
Total equity | 7,387.9 | 2,764.7 |
Total liabilities and equity | $ 16,708.9 | $ 6,499.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 652.2 | $ 167.4 |
Deferred financing costs | $ 111 | $ 47.2 |
Preferred stock, par value (in USD per share) | $ 0.01 | |
Preferred stock, shares authorized | 100,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,725,000 | 1,725,000 |
Preferred stock, shares outstanding | 1,725,000 | 1,725,000 |
Common stock, par value | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 120,000,000 |
Common stock, shares, issued | 117,478,000 | 54,294,000 |
Common stock, shares outstanding | 117,478,000 | 54,294,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 4,588,700 | $ 2,833,000 | $ 1,738,900 |
Provision for uncollectibles | (917,200) | (287,400) | (139,300) |
Net revenue | 3,696,000 | 2,566,900 | 1,621,900 |
Operating expenses: | |||
Salaries and benefits | 2,137,800 | 1,319,400 | 699,500 |
Supply cost | 202,800 | 184,200 | 164,300 |
Insurance expense | 90,500 | 56,900 | 29,300 |
Other operating expenses | 466,800 | 335,900 | 250,700 |
Transaction and integration costs | 80,000 | 8,400 | 33,900 |
Impairment charges | 221,300 | 0 | 0 |
Depreciation and amortization | 149,900 | 97,500 | 60,300 |
Total operating expenses | 3,349,100 | 2,002,300 | 1,238,000 |
Net gain on disposals and deconsolidations | 5,700 | 36,700 | 3,400 |
Equity in earnings of unconsolidated affiliates | 23,700 | 16,200 | 7,100 |
Operating income | 376,300 | 617,500 | 394,400 |
Interest expense, net | 142,400 | 121,500 | 83,300 |
Debt extinguishment costs | 30,300 | 0 | 16,900 |
Other income, net | 1,000 | 0 | 0 |
Earnings from continuing operations before income taxes | 204,600 | 496,000 | 294,200 |
Income tax expense (benefit) | (900) | 113,800 | 48,100 |
Net earnings from continuing operations | 205,500 | 382,200 | 246,100 |
Net loss from discontinued operations | 0 | (1,000) | (1,300) |
Net earnings | 205,500 | 381,200 | 244,800 |
Net earnings attributable to noncontrolling interests | 224,100 | 218,200 | 191,100 |
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (18,600) | 163,000 | 53,700 |
Preferred stock dividends | (9,100) | (9,100) | (4,500) |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (27,700) | 153,900 | 49,200 |
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||
Earnings (loss) from continuing operations, net of income tax | (27,700) | 154,900 | 50,800 |
Loss from discontinued operations, net of income tax | 0 | (1,000) | (1,600) |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | $ (27,700) | $ 153,900 | $ 49,200 |
Basic earnings (loss) per share attributable to Envision Healthcare Corporation common stockholders: | |||
Net earnings (loss) from continuing operations (usd per share) | $ (0.47) | $ 3.22 | $ 1.29 |
Net loss from discontinued operations (usd per share) | 0 | (0.02) | (0.04) |
Net earnings (loss) (usd per share) | (0.47) | 3.20 | 1.25 |
Diluted earnings (loss) per share attributable to Envision Healthcare Corporation common stockholders: | |||
Net earnings (loss) from continuing operations (usd per share) | (0.47) | 3.18 | 1.28 |
Net loss from discontinued operations (usd per share) | 0 | (0.02) | (0.04) |
Net earnings (loss) (usd per share) | $ (0.47) | $ 3.16 | $ 1.24 |
Weighted average number of shares and share equivalents outstanding (in thousands): | |||
Basic (in shares) | 59,002 | 48,058 | 39,311 |
Diluted (in shares) | 59,002 | 51,612 | 39,625 |
Physician Services and Medical Transportation Segments [Member] | |||
Provision for uncollectibles | $ (892,700) | ||
Physician Services [Member] | |||
Provision for uncollectibles | $ (266,100) | $ (117,000) | |
Net revenue | $ 2,229,700 | $ 1,336,800 | $ 512,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 205.5 | $ 381.2 | $ 244.8 |
Other comprehensive income, net of income tax: | |||
Unrealized holding loss during the period, net of income tax | (0.2) | 0 | 0 |
Comprehensive income, net of income tax | 205.3 | 381.2 | 244.8 |
Less comprehensive income attributable to noncontrolling interests | 224.1 | 218.2 | 191.1 |
Comprehensive income (loss) attributable to Envision Healthcare Corporation stockholders | $ (18.8) | $ 163 | $ 53.7 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interests - Non-Redeemable [Member] | Total Equity (Permanent) [Member] | Noncontrolling Interests - Redeemable (Temporary Equity) [Member] | Common Stock [Member] | Preferred Stock [Member] |
Balance (in shares) at Dec. 31, 2013 | 32,353,000 | 0 | |||||||||
Balance at Dec. 31, 2013 | $ 185.9 | $ 0 | $ 578.3 | $ 361.4 | $ 1,125.6 | $ 177.7 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings (loss) | $ 244.8 | 53.7 | 56.1 | 109.8 | 135 | ||||||
Issuance of stock | $ 693.3 | $ 166.6 | 859.9 | ||||||||
Issuance of stock (in shares) | 15,490,000 | 1,725,000 | |||||||||
Issuance of restricted stock (in shares) | 272,000 | ||||||||||
Cancellation of restricted stock (in shares) | (12,000) | ||||||||||
Stock options exercised | $ 2.6 | 2.6 | |||||||||
Stock options exercised (in shares) | 111,743 | 111,000 | |||||||||
Stock repurchased | $ (4.6) | (4.6) | |||||||||
Stock repurchased (in shares) | (101,000) | ||||||||||
Share-based compensation | $ 10.1 | 10.1 | |||||||||
Tax benefit related to exercise of share-based awards | 3.2 | 3.2 | |||||||||
Dividends paid on preferred stock | (4.5) | (4.5) | |||||||||
Acquisitions and other transactions impacting noncontrolling interests | 0.7 | 54.7 | 55.4 | 6.5 | |||||||
Distributions to noncontrolling interests, net of capital contributions | (56.4) | (56.4) | (133.6) | ||||||||
Disposals and other transactions impacting noncontrolling interests | $ (5.8) | 2.9 | (2.9) | (1.5) | |||||||
Unrealized holding loss during the period, net of income tax | $ 0 | ||||||||||
Balance (in shares) at Dec. 31, 2014 | 48,113,000 | 1,725,000 | |||||||||
Balance at Dec. 31, 2014 | $ 885.4 | $ 166.6 | 627.5 | 418.7 | 2,098.2 | 184.1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings (loss) | $ 381.2 | 163 | 67.6 | 230.6 | 150.6 | ||||||
Issuance of stock | $ 447.7 | $ 0 | 447.7 | ||||||||
Issuance of stock (in shares) | 5,835,000 | 0 | |||||||||
Issuance of restricted stock (in shares) | 314,000 | ||||||||||
Cancellation of restricted stock (in shares) | (14,000) | ||||||||||
Stock options exercised | $ 2.6 | 2.6 | |||||||||
Stock options exercised (in shares) | 113,220 | 113,000 | |||||||||
Stock repurchased | $ (3.7) | (3.7) | |||||||||
Stock repurchased (in shares) | (67,000) | ||||||||||
Share-based compensation | $ 15 | 15 | |||||||||
Tax benefit related to exercise of share-based awards | 4 | 4 | |||||||||
Dividends paid on preferred stock | (9.1) | (9.1) | |||||||||
Acquisitions and other transactions impacting noncontrolling interests | 1 | 81.9 | 82.9 | (0.7) | |||||||
Distributions to noncontrolling interests, net of capital contributions | (66.3) | (66.3) | (147.2) | ||||||||
Disposals and other transactions impacting noncontrolling interests | $ (6.6) | (30.6) | (37.2) | (11.1) | |||||||
Unrealized holding loss during the period, net of income tax | $ 0 | ||||||||||
Balance (in shares) at Dec. 31, 2015 | 54,294,000 | 1,725,000 | |||||||||
Balance at Dec. 31, 2015 | $ 2,764.7 | $ 1,345.4 | $ 166.6 | 781.4 | 471.3 | 2,764.7 | 175.7 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common stock, par value | |||||||||||
Net earnings (loss) | $ 205.5 | (18.6) | 73.6 | 55 | 150.5 | ||||||
Conversion of Stock, Amount Converted | $ (1,344.8) | $ (166.5) | |||||||||
Conversion of Stock, Amount Issued | $ 1,511.3 | ||||||||||
Issuance of stock | 4,262.5 | $ 0.6 | |||||||||
Issuance of stock | 4,263.1 | ||||||||||
Issuance of stock (in shares) | 62,582,000 | ||||||||||
Replacement share-based compensation awards issued at Merger | 180.3 | 180.3 | |||||||||
Issuance of restricted stock (in shares) | 662,000 | ||||||||||
Cancellation of restricted stock (in shares) | (17,000) | ||||||||||
Stock options exercised | 0.7 | 0.7 | $ 0 | ||||||||
Stock options exercised (in shares) | 40,408 | 40,000 | |||||||||
Stock repurchased | (6.1) | (6.1) | $ 0 | ||||||||
Stock repurchased (in shares) | (83,000) | ||||||||||
Share-based compensation | 29.4 | 29.4 | $ 0 | ||||||||
Tax benefit related to exercise of share-based awards | 3.9 | 3.9 | 0 | ||||||||
Dividends paid on preferred stock | (9.1) | (9.1) | |||||||||
Acquisitions and other transactions impacting noncontrolling interests | 1.8 | 189 | 190.8 | 4 | 0 | ||||||
Distributions to noncontrolling interests, net of capital contributions | (75.8) | (75.8) | (150.9) | ||||||||
Disposals and other transactions impacting noncontrolling interests | (7.5) | (1.3) | (8.8) | 3.6 | $ 0 | ||||||
Unrealized holding loss during the period, net of income tax | $ (0.2) | $ (0.2) | (0.2) | ||||||||
Balance (in shares) at Dec. 31, 2016 | 117,478,000 | 1,725,000 | |||||||||
Balance at Dec. 31, 2016 | $ 7,387.9 | $ 5,976.3 | $ 753.7 | $ (0.2) | $ 656.8 | $ 7,387.9 | $ 182.9 | $ 1.2 | $ 0.1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common stock, par value | $ 0.01 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net earnings | $ 205,500 | $ 381,200 | $ 244,800 |
Adjustments to reconcile net earnings (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 149,900 | 97,500 | 60,300 |
Amortization of deferred loan costs | 9,200 | 8,400 | 17,700 |
Provision for uncollectibles | 917,200 | 287,400 | 139,300 |
Net gain on disposals and deconsolidations | (5,700) | (36,700) | (3,400) |
Share-based compensation | 29,400 | 15,000 | 10,100 |
Deferred income taxes | (78,900) | 19,000 | 30,800 |
Equity in earnings of unconsolidated affiliates | (23,700) | (16,200) | (7,100) |
Debt extinguishment costs | 30,300 | 0 | 16,900 |
Impairment charges | 221,300 | 0 | 0 |
Net change in fair value of contingent consideration | (2,600) | 8,800 | 0 |
Other, net | (3,900) | (4,000) | (300) |
Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions: | |||
Accounts receivable | (1,003,000) | (326,200) | (137,700) |
Supplies inventory | (900) | (300) | (200) |
Prepaid and other current assets | (42,300) | 25,900 | (9,100) |
Accounts payable | (1,600) | 3,100 | (8,400) |
Accrued expenses and other liabilities | 2,300 | 66,600 | 66,200 |
Other, net | 17,300 | 8,500 | 4,900 |
Net cash flows provided by operating activities | 419,800 | 538,000 | 424,800 |
Cash flows from investing activities: | |||
Acquisitions and related expenses, net of cash acquired | (394,300) | (962,700) | (2,184,100) |
Acquisition of property and equipment | (99,500) | (60,300) | (40,200) |
Increase in cash due to merger (see Notes 1 and 4) | 165,800 | 0 | 0 |
Increase in cash due to consolidation of previously unconsolidated affiliates | 31,400 | 0 | 0 |
Purchases of marketable securities | (1,600) | (3,900) | (6,500) |
Maturities of marketable securities | 3,800 | 4,200 | 3,500 |
Other, net | (9,300) | 5,900 | 2,200 |
Net cash flows used in investing activities | (303,700) | (1,016,800) | (2,225,100) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 4,509,200 | 560,100 | 2,049,000 |
Repayment on long-term borrowings | (4,062,100) | (392,600) | (408,500) |
Distributions to noncontrolling interests | (227,900) | (214,900) | (190,100) |
Proceeds from preferred stock offering | 0 | 0 | 172,500 |
Proceeds from common stock offering | 0 | 466,800 | 439,900 |
Proceeds from issuance of common stock upon exercise of stock options | 700 | 2,600 | 2,600 |
Repurchase of common stock | (6,100) | (3,700) | (4,600) |
Payments of equity issuance costs | 0 | (19,100) | (24,500) |
Financing costs incurred | (103,400) | (1,100) | (78,200) |
Other, net | (1,600) | (20,700) | (500) |
Net cash flows provided by financing activities | 108,800 | 377,400 | 1,957,600 |
Net increase (decrease) in cash and cash equivalents | 224,900 | (101,400) | 157,300 |
Cash and cash equivalents, beginning of period | 106,700 | 208,100 | 50,800 |
Cash and cash equivalents, end of period | 331,600 | 106,700 | 208,100 |
Supplemental cash flow information: | |||
Interest payments | 112,900 | 112,700 | 38,100 |
Income tax payments, net of refunds | $ 98,600 | $ 74,600 | $ 19,200 |
Description of Business and Sum
Description of Business and Summary of Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Accounting Policies | Description of Business and Summary of Accounting Policies Envision Healthcare Corporation (the Company) was formed on June 10, 2016 for the purpose of effecting the merger (the Merger) of AmSurg Corp. (AmSurg) and Envision Healthcare Holdings, Inc. (EHH). Prior to the Merger, the Company did not conduct any activities other than those incidental to its formation and matters in connection with the consummation of the Merger. On December 1, 2016, AmSurg and EHH completed the Merger and the strategic combination of their respective businesses. In connection with the Merger, (i) AmSurg merged with and into the Company, a wholly owned subsidiary of AmSurg, with the Company as the surviving entity and (ii) EHH merged with and into the Company, with the Company as the surviving entity. AmSurg was the accounting acquirer in the Merger; therefore, the historical consolidated financial statements of AmSurg for periods prior to the Merger are considered to be the historical financial statements of the Company. The Company’s consolidated financial statements for 2016 reflect AmSurg’s consolidated financial statements for the period from January 1, 2016 to November 30, 2016, and the Company’s consolidated financial statements for the period from December 1, 2016 to December 31, 2016. The Company manages a broad array of healthcare network solutions, including physician services in the following specialties: emergency department and hospitalist, anesthesia, radiology/tele-radiology and children’s services. The Company also provides complimentary solutions through the medical transportation and ambulatory surgery service lines. The Company has aligned financial results into three reportable segments: physician services, medical transportation and ambulatory services. The physician services segment reflects the combination of AmSurg’s historical physician services segment and EHH’s historical physician services segment. The Company’s medical transportation segment reflects EHH's historical American Medical Response (AMR) segment. The ambulatory services segment reflects AmSurg's historical ambulatory surgery center operations. a. Principles of Consolidation The consolidated financial statements of the Company include its accounts, wholly owned subsidiaries and variable interest entities (VIEs) that the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Reference Note 2 - Variable Interest Entities for further discussion on the considerations related to VIEs. b. Noncontrolling Interests Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company’s equity. However, for instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required. Consolidated net earnings (loss) attributable to the Company and to the noncontrolling interests are identified and presented on the consolidated statements of operations; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. Profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company typically are organized as general partnerships, LLCs or LPs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the Company's consolidated partnerships. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings (loss). However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its income tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. c. Cash and Cash Equivalents Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of three months or less when purchased. Cash and cash equivalents are reflected in the financial statements at cost, which approximates fair value. At December 31, 2016 and 2015 , the Company held restricted cash and cash equivalents of $51.1 million and $27.4 million , respectively, classified within insurance collateral in the accompanying consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company's wholly owned captive insurance companies. d. Parts and Supplies Inventory Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies and other miscellaneous items are capitalized into inventory and expensed as used on a first-in, first-out basis. e. Related Party Transactions Certain surgery centers in our ambulatory services segment lease space from entities affiliated with their physician partners at negotiated rates that management believes were equal to fair market value at the inception of the leases based on relevant market data. Certain surgery centers reimburse their physician partners for salaries and benefits and billing fees related to time spent by employees of their practices on activities of the centers at current market rates. In addition, certain surgery centers compensate at market rates their physician partners for physician advisory services provided to the surgery centers, including medical director and performance improvement services. Transactions with these related parties were less than 5% of total operating expenses for the years ended December 31, 2016 , 2015 and 2014 . It is the Company’s policy that all transactions by the Company with officers, directors, five percent stockholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors. f. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. g. Reclassifications To improve comparability, in connection with the Merger, certain classification changes have been made in the accompanying consolidated financial statements and these notes in prior periods to conform to current year classifications. Additionally, prior year amounts have been reclassified to reflect the adoption of ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” as discussed further under “Recent Accounting Pronouncements.” The impact of the reclassification made to prior period balance sheet is presented below (in millions). December 31, 2015 Consolidated Balance Sheet: Previously reported Reclassification Revised Intangible assets, net $ 1,641.8 $ (47.2 ) $ 1,594.6 Long-term debt 2,405.2 (47.2 ) 2,358.0 h. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which will eliminate the transaction and industry-specific revenue recognition guidance under current GAAP and replace it with a principle-based approach using the following steps: identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date” which granted a one-year deferral of this ASU. In 2016, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU 2016-10 “Identifying Performance Obligations and Licensing” • ASU 2016-12 “Narrow-Scope Improvements and Practical Expedients” • ASU 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” The guidance in ASU 2014-09 and the subsequently related ASUs will now be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Due to the Merger, the Company is continuing to assess the method of adoption it expects to utilize. The Company does not believe adoption of the standard will have a material impact on the results of operations or cash flows for the ambulatory services segment. The Company is continuing its evaluation of the impact on the physician services and medical transportation services segments to determine the impact, if any, on the results of operations and cash flows. However, the Company does anticipate that, as a result of certain changes by ASU 2014-09 and the subsequently related ASUs, the majority its provision for uncollectibles will be recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at revenue. In February 2015, the FASB issued ASU No. 2015-02, “Consolidations (Topic 810) - Amendments to the Consolidation Analysis.” The new guidance made amendments to the consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The standard was effective for annual periods beginning after December 15, 2015. The Company adopted this standard effective January 1, 2016 and applied the adoption retrospectively. The adoption of the standard did not result in a change of consolidated subsidiaries nor did it result in any impact to the Company's consolidated financial position, results of operations or cash flows as of and for the year ended December 31, 2016 or for any previous period. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 amended current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-50), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” which incorporated into the Accounting Standards Codification an SEC staff announcement that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standards were effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2016 and accordingly, reclassified $47.2 million of deferred debt issuance costs from intangible assets, net to a reduction in long-term debt at December 31, 2015, in the accompanying balance sheets (see reclassification discussion above). In February 2016, the FASB issued ASU No. 2016-02, “Leases” which amends existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the balance sheet and making changes to lessor accounting. The standard is effective for annual periods beginning after December 15, 2018 with early adoption permitted. The new standard requires a modified retrospective application for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company will adopt the new standard effective January 1, 2019. The Company expects that nearly all leases currently classified as operating leases will be classified as operating leases under the new standard with a right-of-use asset and an obligation recognized on the balance sheet at the adoption date. The Company has not yet determined the impact this ASU will have on the Company's results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” which will change how companies account for certain aspects of share-based payments to employees by requiring companies to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company will adopt the standard effective January 1, 2017. As of December 31, 2016, the Company has approximately $25.0 million recorded in its additional paid in capital pool which will be reclassified into retained earnings upon adoption of this standard. The ASU had no impact on the Company's results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)" which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company adopted this standard retrospectively. As a result, the Company reclassified a cash outflow of approximately $12.4 million from cash flows from operating activities to cash flows from financing activities for the year ended December 31, 2014, related to cash payments for debt extinguishment costs. There was no impact on the year ended December 31, 2015. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (A Consensus of the FASB Emerging Issues Task Force)" which requires entities to show the changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years and is to be adopted retrospectively. The Company has not yet determined the impact this ASU will have on the Company's cash flows. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805) - Clarifying the Definition of a Business" which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment" which eliminates the requirement to calculate the implied fair value of goodwill to measure an impairment charge. Instead, companies will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. |
Variable Interest Entitites
Variable Interest Entitites | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | Variable Interest Entities GAAP requires variable interest entities to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb the losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company performs ongoing reassessments of (i) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain triggering events, and therefore would be subject to the VIE consolidation framework, and (ii) whether changes in the facts and circumstances regarding the Company’s involvement with a VIE cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively with assets and liabilities of a newly consolidated VIE initially recorded at fair value. During the year ended December 31, 2016 , the Company re-evaluated one of its VIEs previously accounted for as an equity method investment and determined that it is the primary beneficiary due to having the power to direct the majority of activities that most significantly impact the economic performance of the VIE. As a result, the Company consolidated the results of operations of the VIE in the accompanying consolidated balance sheets, statements of operations and statements of cash flows as of and for the period ended July 1, 2016 through December 31, 2016 . Physician Services Segment The physician services segment structures its contractual arrangements for management services in various ways. In most states, a wholly owned subsidiary contracts with hospitals to provide management services. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries along with the accounts of affiliated professional corporations (PCs) with which the Company has management arrangements. The Company's agreements with these PCs provide that the term of the arrangements is permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. The PC structure is necessary in states which prohibit the corporate practice of medicine but this structure is utilized by the Company in the majority of its physician practices regardless of the state the PC operates. The arrangements are captive in nature as a majority of the outstanding voting equity instruments of the PCs are owned by nominee shareholders appointed at the sole discretion of the Company. The nominee shareholder is a medical doctor who is generally a senior corporate employee of the Company. The Company has a contractual right to transfer the ownership of the PCs at any time to any person it designates as the nominee shareholder. The Company has the right to all assets and to receive income, both as ongoing fees and as proceeds from the sale of any interest in the PCs, in an amount that fluctuates based on the performance of the PCs and the change in the fair value of the interest in the PCs. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the PCs and establishes the guidelines for the employment and compensation of the physicians and other employees of the PCs, which is consistent with the operation of the Company's wholly owned subsidiaries. Based on the provisions of these agreements, the Company has determined that the PCs are variable interest entities and that the Company is the primary beneficiary as defined in ASC 810 “Consolidations.” The Company has a variable interest in the PCs through the management contracts and the PCs are considered VIEs due to its equity holder lacking the obligation to absorb expected losses or receive expected residual returns. The contractual arrangement to provide management services allows the Company to direct the economic activities considered most significant to the PC. Accordingly, the Company is the primary beneficiary of the PCs and consolidates the PCs under the variable interest model in ASC 810. The physician services segment also has partnerships with health systems that are considered variable interest entities. The Company consolidates the majority of the partnerships with health systems as the Company is the primary beneficiary due to its ability to direct the majority of activities that most significantly impact the economic performance of the partnership which occurs generally through a management services agreement. Therefore, the results of consolidated partnerships are reflected as a component of the accompanying consolidated balance sheets, statements of operations and statements of cash flows. December 31, 2016 and 2015 , were $1.31 billion and $372.1 million , respectively, and the total liabilities of the consolidated VIEs were $1.10 billion and $193.9 million , respectively. Included in total assets as of December 31, 2016 were $215.7 million of assets which were restricted as to use due to the Company's ownership percentage in certain of the partnerships with health systems and could only be used to settle the obligations of the VIEs. There were no assets at December 31, 2015 that were restricted to use. The creditors of the consolidated VIEs within the physician services segment have no recourse to the Company. Ambulatory Services Segment The Company, through its wholly owned subsidiaries, owns interests, primarily 51%, in limited liability companies and limited partnerships which own and operate ambulatory surgery centers (ASCs or surgery centers). The Company has variable interests in the LLCs and LPs through its equity ownership interests. Each LLC and LP is considered a VIE due to its structure as a limited partnership or functional equivalent under ASU No. 2015-02. For those LLCs and LPs which the Company consolidates, the Company is considered the primary beneficiary due to the partnership agreements allowing the Company to govern the day-to-day activities and thereby control the most significant economic activities. The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs within the ambulatory services segment, which are included in the accompanying consolidated balance sheets, as of December 31, 2016 and 2015 , were $388.1 million and $368.0 million , respectively, and the total liabilities of the consolidated VIEs were $117.9 million and $105.1 million , respectively. Included in total assets as of December 31, 2016 and 2015 , respectively, were $185.5 million and $176.8 million of assets, which were restricted as to use due to the Company's ownership percentage in these entities from the ambulatory services segments and could only be used to settle the obligations of the VIEs. The creditors of the VIEs have no recourse to the Company, with the exception of $14.7 million and $21.7 million of debt guaranteed by the Company at December 31, 2016 and 2015 , respectively. Unconsolidated Variable Interest Entities The Company also has certain equity interests in unconsolidated affiliates which meet the definition of a VIE. The Company has a variable interest in 22 LLCs and LPs through its equity interests; however, the Company is not the primary beneficiary of these entities as it does not have the power to direct the activities that most significantly impact the entities' economic performance as a result of the Company's shared or lack of control. In each of the investments, the Company is not obligated to contribute any additional capital beyond its initial contribution and its maximum exposure to loss is limited to the initial capital contribution. As a result, the Company has accounted for these investments under the equity method of accounting and net earnings or loss from these investments is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations. See Note 8 for further information. The Company recognized management and billing fees associated with these investments totaling $13.7 million , $16.0 million and $6.6 million during the years ended December 31, 2016 , 2015 and 2014 , respectively, which are included in net revenue in the accompanying consolidated statements of operations. The Company has also recorded receivables from these entities in the amount of $6.1 million and $6.0 million as of December 31, 2016 and 2015 , respectively. These receivables are included in the other current assets in the accompanying consolidated balance sheets. |
Revenue Recognition and Account
Revenue Recognition and Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Revenue Recognition [Abstract] | |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable Revenue Recognition Net revenue primarily consists of fee for service revenue and is derived principally from the provision of physician services and medical transportation to patients of the healthcare facilities and communities served and from facility fees for the procedures performed at surgery centers. Contract revenue and other revenue primarily represents income earned from hospital customers to supplement payments from third-party payors, fire protection service contracts, contract staffing assignments and subscription fees. Revenue is billed to patients for services provided, and the Company receives payments for these services from patients or their third-party payors. Payments for services provided are generally less than billed charges. The Company recognizes fee for service revenue, net of contractual adjustments and provision for uncollectibles, at the time services are provided by healthcare providers. Services provided but not yet billed are estimated and recognized in the period services are provided. Revenue recognized for services provided during the period but are not yet billed based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patients’ healthcare plan, mandated payment rates under the Medicare and Medicaid programs, and historical cash collections. The Company records net revenue from uninsured patients at an estimated realizable value, which includes a provision for uncollectible balances, based on historical cash collections (net of recoveries). The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to collect from third-party payors (including managed care, commercial and governmental payors such as Medicare and Medicaid) and patients insured by these payors. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient's healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries). The provision for uncollectibles includes an estimate of uncollectible balances due from uninsured patients, uncollectible co-pay and deductible balances due from insured patients and special charges, if any, for uncollectible balances due from managed care, commercial and governmental payors. In certain circumstances, federal law requires providers to render emergency medical services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. Although the Company does provide a level of charity care it is not significant to the Company's net revenues. Estimating net revenue is a complex process, largely due to the volume of transactions, the number and complexity of contracts with payors, the limited availability, at times, of certain patient and payor information at the time services are provided, and the length of time it takes for collections to fully mature. In the period services are provided, the Company estimates gross charges based on: billed services plus an estimate for unbilled services based on pending case data collected, estimates of contractual allowances based on contracted rates and historical or actual cash collections (net of recoveries), when available, and estimates of the provision for uncollectibles based on historical cash collections (net of recoveries) from uninsured patients. The relationship between gross charges and the allowances for both contractual adjustments and provision for uncollectibles is significantly influenced by payor mix, as collections on gross charges may vary significantly depending on whether and with whom the patients the Company provides services to in the period are insured, and the contractual relationships with their payors. Payor mix is subject to change as additional patient and payor information is obtained after the period services are provided. The Company periodically assesses the estimates of unbilled revenue, contractual adjustments, provision for uncollectibles and payor mix for a period of at least one year following the date of service by analyzing actual results, including cash collections, against estimates. Changes in these estimates are charged or credited to the consolidated statement of operations in the period that the assessment is made. Significant changes in payor mix, contractual arrangements with payors, specialty mix, acuity, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on estimates and significantly affect the results of operations and cash flows. Concentration of credit risk with respect to other payors is limited due to the large number of such payors. The Company's billing and accounting systems provide historical trends of cash collections and contractual write-offs, accounts receivable agings and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly as revenues are recognized. These estimates are not, however, established from billing system generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter. The principal exposure for uncollectible fee for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. Net revenue for the Company consists of the following major payors (in millions): Year Ended December 31, 2016 (1) 2015 2014 (2) Medicare $ 806.6 22 % $ 508.6 20 % $ 359.8 22 % Medicaid 212.8 6 96.1 4 45.5 3 Commercial and managed care 2,596.4 70 1,881.2 73 1,174.0 72 Self-pay 714.5 19 217.3 8 105.2 7 Net fee for service revenue 4,330.3 117 2,703.2 105 1,684.5 104 Contract and other revenue 258.4 7 129.8 5 54.4 3 Provision for uncollectibles (892.7 ) (24 ) (266.1 ) (10 ) (117.0 ) (7 ) Net revenue $ 3,696.0 100 % $ 2,566.9 100 % $ 1,621.9 100 % (1) On December 1, 2016, the Company completed the merger with Envision Healthcare Holdings. Accordingly, historical amounts for periods prior to that date are not included. (2) On July 16, 2014, the Company completed the acquisition of Sheridan. Accordingly, historical amounts for periods prior to that date are not included. During the year ended December 31, 2016 , the Company's net fee for service revenue associated with self-pay, prior to the provision for uncollectibles, has significantly increased primarily due to the payor mix of EHH which has a higher percentage of self-pay patients from the concentration of emergency medicine services. In addition, the Company consolidated a previously unconsolidated affiliate that primarily provides emergency medicine services, which have a higher percentage of self-pay patients than historically experienced by the Company. Due to the nature of the Company's operations, it is required to separate the presentation of its bad debt expense on the consolidated statements of operations. The Company records the portion of its bad debts associated with its physician services and medical transportation services segments as a component of net revenue in the accompanying consolidated statements of operations, and the remaining portion, which is associated with its ambulatory services segment, is recorded as a component of other operating expenses in the accompanying consolidated statements of operations. The bifurcation is a result of the Company's ability to assess the ultimate collection of the patient service revenue associated with its ambulatory services segment before services are provided as those services are pre-scheduled and non-emergent. Bad debt expense for ambulatory services is included in other operating expenses and was $24.5 million , $21.3 million and $21.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual adjustments and uncollectible amounts. Some of the factors considered by management in determining the amount of such allowances are the historical trends of cash collections, contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors, changes in payor mix and procedure statistics. Actual collections of accounts receivable in subsequent periods may require changes in the estimated contractual allowance and provision for uncollectibles. The Company tests its analysis by comparing cash collections to net patient revenues and monitoring self-pay utilization. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by the Company’s billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectability of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. The Company also supplements its allowance for doubtful accounts analysis for its physician services segment quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous twelve month period to estimate the allowance for doubtful accounts at a point in time. Changes in these estimates, if any, are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimates may result from unforeseen write-offs of patient or third-party accounts receivable, unsuccessful disputes with managed care payors, adverse macro-economic conditions which limit patients’ ability to meet their financial obligations for the care provided by physicians, or broad changes to government regulations that adversely impact reimbursement rates for services provided by the Company. Significant changes in payor mix, changes in contractual arrangements with payors, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on the Company’s estimates and significantly affect its results of operations and cash flows. Concentration of credit risk is limited by the diversity and number of facilities, patients, payors and by the geographic dispersion of the Company’s operations. A rollforward of the allowance for uncollectible accounts is as follows (in millions): Balance at Beginning of Period Charged to Cost and Expenses Charge-off Against Allowances Balance at End of Period Year ended December 31, 2016 $ 167.4 $ 917.2 $ (432.4 ) $ 652.2 Year ended December 31, 2015 113.4 287.4 (233.4 ) 167.4 Year ended December 31, 2014 27.9 139.3 (53.8 ) 113.4 The increase in the allowance for doubtful accounts from December 31, 2015 to December 31, 2016 is primarily a result of the Merger and from acquisitions completed during the year ended December 31, 2016 and the latter half of 2015. Additionally, the allowance related to the Merger is not fully developed due to the timing of the closing occurring December 1, 2016 and the acquired accounts receivable being recorded at net realizable value. The increase from 2014 to 2015 is due to the acquisition of Sheridan and its related business. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method. During the years ended December 31, 2016 , 2015 and 2014 , the Company incurred approximately $80.0 million , $8.4 million and $33.9 million of transaction costs, respectively. The costs incurred during the year ended December 31, 2016 were primarily a result of the Merger. Such amounts excluded financing costs that were capitalized or debt extinguishment costs that were expensed as part of the financing transactions associated with acquisitions. EHH Merger On December 1, 2016, AmSurg and EHH completed the Merger and the strategic combination of their respective businesses. We believe the Merger combined two industry leaders to create a premier healthcare services provider offering clinical solutions on a national scale, enabling the Company to create value for health systems, payors, providers and patients. Based on an evaluation of the provisions of ASC Topic 805, Business Combinations, AmSurg was determined to be the acquirer for accounting purposes. Under the terms of the merger agreement, each share of AmSurg common stock was converted into one share of Company common stock, each share of AmSurg 5.25% mandatory convertible preferred stock, Series A-1 (AmSurg Preferred Stock) was converted into one share of Company 5.25% mandatory convertible preferred stock, Series A-1 (Company Preferred Stock), and each share of EHH common stock was converted into 0.334 shares of Company common stock. Pursuant to the Merger, the Company issued 62,582,161 shares of common stock to former EHH stockholders which were valued at approximately $4.26 billion based on the closing price of AmSurg's common stock on November 30, 2016. In addition, the Company issued replacement equity awards which were valued at $180.3 million . Concurrently with the Merger, on December 1, 2016, the Company entered into a new senior secured credit facility, incurring a new $3.50 billion term loan and a $850.0 million ABL revolving credit facility (as defined in Note 12 ). At the closing of the Merger, the Company also completed a private offering of $550.0 million aggregate principal amount of 6.25% senior unsecured notes due 2024 to provide incremental financing to the Company, adjust scheduled maturities and reallocate between variable and fixed rate debt. See Note 12 for further information. Fees and expenses associated with the Merger, which includes fees incurred related to the Company's equity issuances and debt financings, was approximately $199.0 million during the year ended December 31, 2016. Approximately $94.9 million was capitalized as deferred financing costs, $73.8 million was expensed as transaction costs, and $30.3 million was recorded as debt extinguishment costs during the year ended December 31, 2016. Net revenues included in the Company's consolidated results as a result of the Merger were $546.0 million . Disclosure of net earnings associated with EHH since the closing date for the year ended December 31, 2016 is not practicable as it is not being operated as a standalone business. Sheridan Acquisition On July 16, 2014, the Company completed the acquisition of Sheridan in a cash and stock transaction. At closing, the Company paid approximately $2.10 billion in cash and issued 5,713,909 shares of its common stock to the former owners of Sheridan in exchange for all of the outstanding equity interests of Sheridan. The shares issued to Sheridan were valued at approximately $272.0 million based on the closing price of the Company's common stock on July 16, 2014. To fund the transaction, the Company completed offerings of common stock and mandatory convertible preferred stock resulting in the issuance of 9,775,000 shares of common stock and 1,725,000 shares of mandatory convertible preferred stock. Proceeds from the common stock offering and mandatory preferred stock offering, net of transaction fees, were approximately $421.3 million and $166.6 million , respectively. Fees and expenses associated with the Sheridan transaction, which includes fees incurred related to the Company's equity issuances and debt financings, was approximately $139.1 million during the year ended December 31, 2014. Physician Services Acquisitions The Company completed the acquisition of eleven physician practices in 2016 and nine physician practices in 2015 . During 2016 and 2015 , the total consideration consisted of cash of $355.0 million and $831.4 million , respectively, which was funded at closing through available cash, current year operating cash flow and borrowings through the Company's prior revolving credit agreement. In addition to the purchase price paid at closing, approximately $15.4 million of consideration for one physician practice acquired in the year ended December 31, 2016 was deferred and is payable over the next two years . During the year ended December 31, 2016 , the Company paid $4.0 million of the deferred purchase price. The acquisitions completed during the year ended December 31, 2016 consist of the following: Acquired Operations Location Date Acquired Specialty Arizona Perinatal Care Centers Phoenix, AZ March 2016 Children's Services North Florida Anesthesia Consultants, Inc. Jacksonville, FL April 2016 Anesthesia Jandee Anesthesiology Partners, PLLC Ramsey, NJ May 2016 Anesthesia Resolute Anesthesia and Pain Solutions Boca Raton, FL June 2016 Anesthesia AllegiantMD, Inc. Tampa, FL June 2016 Radiology South Lake Anesthesia Services, P.A. Clermont, FL June 2016 Anesthesia Fidere Anesthesia Consultants, Inc. Mountain View, CA September 2016 Anesthesia Ambulatory Anesthesia Associates, Inc. Pittsburgh, PA September 2016 Anesthesia Alabama Neonatology Medicine, P.C. Montgomery, AL December 2016 Children's Services Desert Mountain Consultants in Anesthesia, P.C. Phoenix, AZ December 2016 Anesthesia Oro Valley Anesthesia Tuscon, AZ December 2016 Anesthesia Ambulatory Services Acquisitions During each of the years ended December 31, 2016 and 2015 , the Company, through a wholly owned subsidiary, acquired a controlling interest in seven surgery centers. The aggregate amount paid for the centers and for settlement of purchase price payable obligations during December 31, 2016 and 2015 was approximately $39.3 million and $131.3 million , respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company’s prior revolving credit facility. The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers’ favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model. The acquisitions completed during the year ended December 31, 2016 consist of the following: Acquired Operations Location Date Acquired Specialty Central Massachusetts Ambulatory Endoscopy Center, LLC Leominster, MA April 2016 Gastroenterology Center of Morehead City, LLC Morehead City, NC May 2016 Multispecialty Nashville Gastrointestinal Specialists, LLC (two locations) Nashville, TN June 2016 Gastroenterology Eastern Shore Endoscopy, LLC Easton, MD August 2016 Gastroenterology Ocean Springs Surgical & Endoscopy Center, LLC Ocean Springs, MS August 2016 Multispecialty Mississippi Coast Endoscopy and Ambulatory Surgery Center, LLC Pascagoula, MS August 2016 Multispecialty Purchase Price Allocations Acquired assets and assumed liabilities include, but are not limited to, accounts receivable, fixed assets, intangible assets, deferred income taxes and insurance liabilities. The valuations are based on appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed. The preliminary estimated fair value assigned to goodwill is primarily attributable to synergies expected to arise after the Merger by enhancing the growth profile and diversity of the Company across the healthcare continuum. The Merger did not result in additional tax deductible goodwill. A majority of the deferred income taxes recognized as a component of the Company's purchase price allocation is a result of the difference between the book and tax basis of the intangible assets recognized. The amount allocated to the deferred income tax liability is subject to change as a result of the final allocation of purchase price to amortizable intangibles. The accounting for the EHH merger is currently preliminary. The Company continues to obtain information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests in the transaction which could result in material changes to the amounts allocated below. The Company expects to finalize the purchase price allocation for EHH as soon as practical. The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisition of EHH are as follows (in millions): 2016 EHH Cash and cash equivalents $ 165.8 Insurance collateral 59.9 Accounts receivable 1,269.6 Supplies inventory 38.7 Prepaid and other current assets 115.8 Property and equipment 375.8 Goodwill 4,520.8 Intangible assets 3,120.8 Other long-term assets 95.0 Accounts payable (63.6 ) Accrued salaries and benefits (338.0 ) Accrued interest (17.3 ) Other accrued liabilities (319.3 ) Deferred income taxes (1,041.5 ) Long term insurance reserves (291.2 ) Other long-term liabilities (62.8 ) Long-term debt (3,063.1 ) Total fair value 4,565.4 Less: Fair value attributable to noncontrolling interests 122.0 Acquisition date fair value of total consideration transferred $ 4,443.4 The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the individual acquisitions in the physician services and ambulatory services segments completed during 2016 and 2015 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in millions): 2016 (1) 2015 Accounts receivable $ 28.5 $ 62.2 Supplies inventory 0.8 2.8 Prepaid and other current assets 1.8 18.6 Property and equipment 17.2 15.5 Goodwill 300.8 682.5 Intangible assets 136.8 420.4 Other long-term assets 3.6 0.3 Accounts payable (1.1 ) (3.6 ) Accrued salaries and benefits (5.9 ) (12.8 ) Other accrued liabilities (5.5 ) (19.3 ) Deferred income taxes (27.6 ) (88.7 ) Long term insurance reserves (3.6 ) (13.3 ) Other long-term liabilities (0.6 ) (5.0 ) Long-term debt (12.6 ) (6.0 ) Total fair value 432.6 1,053.6 Less: Fair value attributable to noncontrolling interests 26.9 85.4 Acquisition date fair value of total consideration transferred $ 405.7 $ 968.2 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with acquisitions completed during December 31, 2016 , including subsequent post acquisition date adjustments. During 2016 , no significant changes were made to the purchase price allocation of assets and liabilities, existing at the date of acquisition, related to individual acquisitions completed in 2015 . For the years ended December 31, 2016 and 2015 approximately $148.1 million and $295.7 million , respectively, of goodwill recorded was deductible for tax purposes. The total fair value of acquisitions completed by the Company include amounts allocated to goodwill, which result from the acquisitions' favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model. Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests primarily from acquisitions of centers. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. The fair value of noncontrolling interests for acquisitions where the purchase price allocation is not finalized may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets. Additionally, the Company continues to obtain information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests associated with acquisitions completed in the last 12 months. Acquired assets and assumed liabilities include, but are not limited to, fixed assets, licenses, intangible assets and professional liabilities. The valuations are based on appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques used to determine the fair value of the assets acquired or liabilities assumed. A majority of the deferred income taxes recognized as a component of the Company's purchase price allocation is a result of the difference between the book and tax basis of the amortizable intangible assets recognized. The amount allocated to the deferred income tax liability is subject to change as a result of the final allocation of purchase price to amortizable intangibles. The Company expects to finalize the purchase price allocation for its most recent acquisitions as soon as practical. Revenues and net earnings included in the years ended December 31, 2016 and 2015 associated with completed individual acquisitions are as follows (in millions): 2016 2015 Net revenue $ 104.0 $ 179.1 Net earnings 12.3 26.9 Less: Net earnings attributable to noncontrolling interests 2.2 7.4 Net earnings attributable to Envision Healthcare Corporation stockholders $ 10.1 $ 19.5 Pro forma The unaudited consolidated pro forma results for the years ended December 31, 2016 and 2015 , assuming the Merger and all 2016 individual acquisitions had occurred on January 1, 2015 and all 2015 individual acquisitions had been consummated on January 1, 2014 are as follows (in millions): 2016 2015 Net revenue $ 9,758.8 $ 9,295.9 Net earnings attributable to Envision Healthcare Corporation stockholders 232.4 25.7 The unaudited pro forma results for the year ended December 31, 2016 were adjusted to exclude $80.0 million of transaction costs, $30.3 million of debt extinguishment costs and $221.3 million of impairment charges which are reflected in the unaudited pro forma results for 2015 . Certain other adjustments, including those related to conforming accounting policies, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The inputs used by the Company to measure fair value are classified into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3: Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In determining the fair value of assets and liabilities that are measured on a recurring basis at December 31, 2016 and 2015 , with the exception of contingent purchase price payables, the Company utilized Level 1 and 2 inputs to perform such measurements methods, which were commensurate with the market approach. The Company utilizes Level 3 inputs to measure the fair value of the contingent consideration. There were no transfers to or from Levels 1 and 2 during the year ended December 31, 2016 . The Company's non-patient receivables and accounts payable are reflected in the financial statements at cost, which approximates fair value. The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2016 (in millions): 2016 Description: Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries $ 0.4 $ 0.6 $ — $ 1.0 Corporate bonds/Fixed income 22.8 5.5 — 28.3 Corporate equity 14.2 — — 14.2 Liabilities: Contingent consideration — — 1.0 1.0 Insurance Collateral Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s wholly owned captive insurance subsidiaries that support the Company’s insurance programs and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. These investments are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss), net of deferred income tax. Declines in the fair value of a marketable investment security which are determined to be other-than-temporary are recognized in the statements of operations, thus establishing a new cost basis for such investment. Investment income earned on these investments is reported as a component of other income, net in the accompanying statements of operations. Realized gains and losses are determined based on an average cost basis. Investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Insurance collateral consisted of the following as of December 31, 2016 and 2015 (in millions): 2016 2015 Available-for-sale securities: U.S. Treasuries $ 1.0 $ — Corporate bonds/Fixed income 28.3 — Corporate equity 14.2 — Total available-for-sale securities 43.5 — Cash deposits and other 51.1 27.4 Total insurance collateral 94.6 27.4 Less long-term portion 7.6 — Insurance collateral $ 87.0 $ 27.4 Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2016 were as follows (in millions): December 31, 2016 Gross Gross Cost Unrealized Unrealized Fair Basis Gains Losses Value Description: U.S. Treasuries $ 1.0 $ — $ — $ 1.0 Corporate bonds/Fixed income 28.3 — — 28.3 Corporate equity 14.4 0.1 (0.3 ) 14.2 Total available-for-sale securities $ 43.7 $ 0.1 $ (0.3 ) $ 43.5 The Company did not have any available-for-sale securities as of December 31, 2015. As of December 31, 2016 , available-for-sale securities included corporate bonds and fixed income securities of $1.6 million with contractual maturities within one year and $25.3 million with contractual maturities extending longer than one year through five years and $2.4 million with contractual maturities extending longer than five years. Actual maturities may differ from contractual maturities as a result of the Company's ability to sell these securities prior to maturity. The Company's available-for-sale investment securities that were temporarily impaired as of December 31, 2016 consisted of corporate equity securities that had a fair value of $7.6 million with an cumulative unrealized loss position of $0.3 million for less than twelve months. There were no available-for-sale investment securities were other-than-temporarily impaired as of December 31, 2016. The Company evaluates the investment securities available-for-sale on a quarterly basis to determine whether declines in the fair value of these securities are other-than-temporary. The evaluation consists of reviewing the fair value of the security compared to the carrying amount, the historical volatility of the price of each security, and any industry and company specific factors related to each security. The Company is not aware of any specific factors indicating that the underlying issuers of the corporate bonds/fixed income securities would not be able to pay interest as it becomes due or repay the principal amount at maturity. Therefore, the Company believes that the changes in the estimated fair values of these debt securities are related to temporary market fluctuations and the Company does not intend to dispose of these investments. Additionally, the Company is not aware of any specific factors which indicate the unrealized losses on the investments in corporate equity securities are due to anything other than temporary market fluctuations. The Company received proceeds of $3.8 million on the sale and maturities of available-for-sale securities for the year ended December 31, 2016 . For the year ended December 31, 2016 , an immaterial loss of less than $0.1 million was reclassified from accumulated other comprehensive income to other income, net in the accompanying consolidated statements of operations. At December 31, 2016 , unrealized losses on available-for-sale securities of $0.2 million were recorded in accumulated other comprehensive income. The Company did not receive any proceeds from the maturity or sale of available-for-sale securities for the year ended December 31, 2015. Contingent Consideration As a result of certain acquisitions, the Company has agreed to pay as additional consideration, amounts which are contingent on the acquired entities achieving future performance metrics. As of December 31, 2016 and December 31, 2015 , the Company had accrued $1.0 million and $5.5 million , respectively, as a component of accrued liabilities in the accompanying consolidated balance sheets which represents management's estimate of the fair values of the contingent consideration. During the year ended December 31, 2016 , the Company made a payment of $1.9 million for one acquisition and recorded a $2.6 million decrease associated with the change in fair value of its remaining accrued contingent consideration. The acquisitions completed during the year ended December 31, 2016 did not contain provisions for contingent consideration. The Company utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the contingent consideration. The fair value was determined utilizing future forecasts of both earnings and other performance metrics which are expected to be achieved during the performance period, in accordance with each respective purchase agreement. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and Other Current Assets The following table presents a summary of items comprising prepaid and other current assets in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Prepaid expenses $ 67.1 $ 18.9 Income taxes receivable 63.2 7.9 Other 46.2 18.1 Total prepaid and other current assets $ 176.5 $ 44.9 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost except for property and equipment acquired through business acquisitions, which is initially recorded at fair value. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Medical equipment and other includes medical equipment, communication equipment, furniture and fixtures and other capitalizable equipment. Depreciation for property and equipment is recognized under the straight-line method over their estimated useful lives, which are as follows: Property Type Estimated lives Building and building improvements 20 to 40 years Leasehold improvements Shorter of useful life or lease term (1) Medical equipment and other 5 to 10 years Vehicles 5 to 7 years Computer hardware 3 to 5 years (1) Lease term is defined as the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Leases in which the Company includes the renewal options due to the perceived penalty primarily related to surgery centers in the Company's ambulatory services segment. Property and equipment at December 31, 2016 and 2015 were as follows (in millions): 2016 (1) 2015 Land $ 3.2 $ — Building and leasehold improvements 256.5 177.3 Medical equipment and other 341.7 208.8 Vehicles 165.5 — Computer hardware 89.9 28.5 Construction in progress 13.0 8.7 Property and equipment 869.8 423.3 Less accumulated depreciation (274.6 ) (234.1 ) Property and equipment, net $ 595.2 $ 189.2 (1) Property and equipment acquired during the EHH merger has been preliminarily recorded at its fair value as of the merger date, December 1, 2016. See Note 4 for further discussion of the Company's valuation methodology. Amounts recorded are subject to material change as a result of the final purchase price allocation. Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $47.8 million , $35.4 million and $33.2 million , respectively. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost, unless such investments are a result of the Company entering into a transaction whereby the Company loses control of a previously controlled entity but retains a noncontrolling interest. Such transactions, which result in the deconsolidation of a previously consolidated entity, are measured at fair value. The fair value measurement utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the retained noncontrolling interest. The fair value determination is generally based on a combination of multiple valuation methods, which can include discounted cash flow, income approach, or market value approach which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. These investments are included as investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. As of December 31, 2016 and 2015 , the Company has recorded in the accompanying consolidated balance sheets its investments in unconsolidated affiliates of $116.9 million and $169.2 million , respectively. The decline during the year ended December 31, 2016 is primarily a result of the Company consolidating a previously unconsolidated entity as discussed in Note 2 . The Company's net earnings from these investments during the years ended December 31, 2016 , 2015 and 2014 were approximately $23.7 million , $16.2 million and $7.1 million , respectively. During the year ended December 31, 2016 , the Company's sold a portion of its interest in one surgery center, which resulted in the surgery center being deconsolidated and accounted for as an equity method investment. During the year ended December 31, 2015 , the Company's entered into five separate equity method investments by contributing its controlling interest in nine centers and received net cash of $8.5 million in exchange for noncontrolling interests in the new investments. Each of these investments is jointly owned by a health system and the Company. The newly formed investments (including the contributed centers) are controlled by the respective health systems. Also, as part of these transactions, the Company obtained a noncontrolling interest in three additional surgery centers and one surgical hospital which were contributed by the health systems. As a result of these transactions, for the years ended December 31, 2016 and 2015 , the Company recorded the fair value of the Company's investment in these entities of approximately $1.8 million and $83.1 million , respectively in the accompanying consolidated balance sheets, as a component of investments in unconsolidated affiliates. In each of these transactions, the gain or loss on deconsolidation, which is primarily non-cash in nature, was determined based on the difference between the fair value of the Company’s interest, which was based on estimates of the expected future earnings, in the new entity and the carrying value of both the tangible and intangible assets of the contributed centers or contracts immediately prior to each transaction. In certain cases, the Company evaluated likely scenarios which were weighted by a range of expected probabilities of 10% to 50% which were primarily based on third-party valuations received by the Company. Accordingly, the Company recognized a net loss on deconsolidations which is included in net gain on disposals and deconsolidations in the accompanying consolidated statements of operations of approximately $0.5 million during the year ended December 31, 2016 , and net gains on deconsolidation of $36.7 million and $3.4 million during the years ended December 31, 2015 and 2014 , respectively. The Company's gain on disposals of $6.2 million for the year ended December 31, 2016 related to the disposal of four surgery centers is recorded in the accompanying statement of operations in net gain on disposals and deconsolidations. The Company did not dispose of any surgery centers during the years ended December 31, 2015 and 2014 . |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets The Company’s intangible assets include goodwill and other intangibles, which include the fair value of both the customer relationships with hospitals and trade names acquired in the Company's physician services and medical transportation segments. The Company's indefinite-lived intangibles include goodwill, trade names and licenses. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates indefinite-lived intangible assets, including goodwill, for impairment at least on an annual basis and more frequently if certain indicators are encountered. Indefinite-lived intangibles are to be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived intangibles associated with the reporting unit are not considered to be impaired. The Company completed its annual impairment test as of October 1, 2016 , and determined that its indefinite-lived intangibles were not impaired. The Company's finite-lived intangibles include its customer relationships with hospitals, contract values and trade names expected to be retired after a defined length of time. The Company tests its finite-lived intangibles for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The Company's policy is to recognize an impairment charge when the carrying amount is not recoverable and such amount exceeds fair value. Following the completion of the Merger, the Company made a strategic decision to rebrand the physician services under the "Envision Healthcare" name to focus on the broader suite of solutions that the Company can provide its customers. As a result, the Sheridan trade name will no longer be used to market physician services. Prior to the EHH merger, the intangible asset related to the Sheridan trade name, which was valued at $228.0 million , was not amortized because it had an indefinite remaining useful life. At the time of the EHH merger, management elected to cease using the Sheridan name in future operations. As a result, the Company converted this indefinite-lived intangible asset to a finite-lived intangible asset and recorded an impairment charge of $218.0 million for the year ended December 31, 2016 . The Company began to amortize the remaining $10.0 million associated with the Sheridan trade name during the fourth quarter of 2016. Management estimated the fair value of the intangible asset based on an income approach using the relief-from-royalty method. This approach is dependent on a number of factors considered Level 3 inputs, including unobservable data such as estimates of future revenue, royalty rates in the category of intellectual property, discount rates and other variables. Management utilized a market rate to discount the results of such analysis in order to record the present value of the expected future payout. During the year ended December 31, 2016 , other than the impairment of the Sheridan trade name, there were no events or circumstances that indicated a potential impairment in the Company's finite-lived intangibles. The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows (in millions): Physician Services (1) Medical Transportation (1) Ambulatory Services Total Balance at January 1, 2015 $ 1,490.9 $ — $ 1,890.2 $ 3,381.1 Goodwill acquired, including post acquisition adjustments 469.9 — 204.6 674.5 Goodwill disposed, including impact of deconsolidation transactions (4.1 ) — (81.3 ) (85.4 ) Balance at December 31, 2015 $ 1,956.7 $ — $ 2,013.5 $ 3,970.2 Goodwill acquired, including post acquisition adjustments 3,553.0 1,235.0 63.9 4,851.9 Goodwill disposed, including impact of deconsolidation transactions — — (3.1 ) (3.1 ) Balance at December 31, 2016 $ 5,509.7 $ 1,235.0 $ 2,074.3 $ 8,819.0 (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. Approximately $4.52 billion of goodwill was recorded in the Company's physician services and medical transportation services segments as a direct result of the Merger and is considered preliminary for the year ended December 31, 2016 . In addition, during the year ended December 31, 2016 , physician services goodwill increased due to the acquisition of eleven physician practices and ambulatory services goodwill increased due to the acquisition of seven surgery centers. The increase in goodwill from acquisitions was offset by $3.1 million of goodwill disposed due to the disposal or deconsolidation of five surgery centers within the ambulatory services segment. Intangible assets consist primarily of customer relationships with hospitals, capitalized software, trade names and certain amortizable and non-amortizable non-compete and customer agreements. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 19.2 Capitalized software 3 to 5 years 4.1 Trade names 1 year 0.9 Agreements, contracts and other 3 to 15 years 4.0 Intangible assets at December 31, 2016 and 2015 consisted of the following (in millions): 2016 (1) 2015 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 3,905.0 $ (157.4 ) $ 3,747.6 $ 1,380.0 $ (74.5 ) $ 1,305.5 Capitalized software 173.2 (42.8 ) 130.4 71.4 (28.1 ) 43.3 Trade names 25.0 (2.1 ) 22.9 — — — Agreements, contracts and other 13.2 (4.7 ) 8.5 11.3 (2.5 ) 8.8 Total amortizable intangible assets 4,116.4 (207.0 ) 3,909.4 1,462.7 (105.1 ) 1,357.6 Non-amortizable intangible assets: Trade names 670.0 — 670.0 228.0 — 228.0 Licenses 16.5 — 16.5 — — — Restrictive covenant arrangements 9.0 — 9.0 9.0 — 9.0 Total non-amortizable intangible assets 695.5 — 695.5 237.0 — 237.0 Total intangible assets $ 4,811.9 $ (207.0 ) $ 4,604.9 $ 1,699.7 $ (105.1 ) $ 1,594.6 (1) Intangible assets acquired during the EHH merger have been preliminarily recorded at fair value as of the merger date, December 1, 2016. See Note 4 for further discussion of valuation methodology. Amounts recorded are subject to material change as a result of the final purchase price allocation. Approximately $3.26 billion of intangible assets, primarily customer relationships and non-amortizable trade names, were recorded during the year ended December 31, 2016 , of which approximately $2.53 billion are estimated to be amortized over a weighted average period of 20 years with no expected residual values. Amortization of intangible assets for the years ended December 31, 2016 , 2015 and 2014 was $102.1 million , $62.1 million and $27.5 million , respectively. Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2016 is $263.0 million , $227.6 million , $220.7 million , $212.5 million , $204.1 million and $2.78 billion , respectively. The Company expects to recognize amortization of all intangible assets over a weighted average period of 18.5 years with no expected residual values. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets The following table presents a summary of items comprising other assets in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Insurance receivable $ 98.7 $ 14.3 Deferred compensation fund 37.1 16.6 Refunds, deposits and escrow 15.5 1.6 Long term notes receivable 1.3 1.8 Other 9.0 4.1 Total other assets $ 161.6 $ 38.4 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Other Current Liabilities | Other Accrued Liabilities The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Insurance reserves $ 134.6 $ 14.3 Deferred revenue 34.1 3.3 Refunds payable 33.6 48.4 Current income taxes payable 1.5 7.9 Other 189.6 26.0 Total other accrued liabilities $ 393.4 $ 99.9 Deferred revenue primarily consists of fire protection service contracts in the medical transportation services segment. The subscription fees, which are generally received in advance, are deferred and recognized on a straight-line basis over the term of the subscription agreement, which is generally one year. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt at December 31, 2016 and 2015 consisted of the following (in millions): 2016 2015 Term Loan B - 2023 $ 3,495.0 $ — Senior Unsecured Notes due 2022 (5.625%) 1,100.0 1,100.0 Senior Unsecured Notes due 2022 (5.125%) 750.0 — Senior Unsecured Notes due 2024 (6.25%) 550.0 — Senior Unsecured Notes due 2020 (5.625%) — 250.0 Revolving credit agreement — 175.0 Term Loan B - 2021 — 857.0 Other debt at an average interest rate of 3.5%, due through 2025 20.9 24.9 Capitalized lease arrangements at an average interest rate of 6.4%, due through 2031 33.7 18.7 5,949.6 2,425.6 Less current portion 47.0 20.4 Less net deferred financing costs 111.0 47.2 Long-term debt $ 5,791.6 $ 2,358.0 Principal payments required on the Company’s long-term debt and capital leases in the five years and thereafter subsequent to December 31, 2016 are $47.4 million , $44.4 million , $40.6 million , $38.7 million , $37.4 million , and $5.74 billion . The fair value of the Company's fixed rate long-term debt of $2.47 billion approximated its carrying value of $2.45 billion . The Company's variable rate long-term debt approximated its carrying value of $3.50 billion at December 31, 2016 . With the exception of the Company’s senior unsecured notes, the fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders. The fair value of the Company’s senior unsecured notes (Level 1) is determined based on quoted prices in an active market. During the year ended December 31, 2016 , as a result of the Merger, the Company recorded $94.9 million and wrote off $21.8 million of deferred financing costs associated with debt that was satisfied upon close of the Merger. The Company amortizes the deferred financing costs to interest expense over the life of the respective debt instrument. a. Term Loan B - 2023 On December 1, 2016, the Company incurred term loan borrowings in an aggregate principal amount of $3.50 billion that mature on December 1, 2023, as described below, by assuming the term loan borrowings made in connection with the Merger through a wholly owned finance subsidiary of EHH (the Prior Envision Borrower) immediately prior to the consummation of the Merger. On December 1, 2016, the Company entered into a Seventh Amendment to Term Loan Credit Agreement (Seventh Amendment), amending the term loan credit facility assumed by the Company pursuant to the merger with EHH, pursuant to which it incurred a term loan tranche in the aggregate principal amount of $3.50 billion that matures on December 1, 2023 (Term Loan B - 2023) and made certain other modifications to terms of the Term Loan Facility. The Term Loan Credit Agreement provides the right for individual lenders to extend the maturity date of their loans upon the request of the Borrower and without the consent of any other lender. Subject to specified conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the Term Loan Facility may be expanded (or a new term loan facility or revolving credit facility added) by up to (i) $1.30 billion plus (ii) an additional amount as will not cause the net first lien leverage ratio after giving effect to the incurrence of such additional amount to exceed 4.0 to 1.0, as calculated pursuant to the Term Loan Facility. The Term Loan B - 2023 under the Term Loan Facility bear interest initially at a rate equal to (i) LIBOR, plus 3.00% per annum, or (ii) the alternate base rate, which will be the highest of the prime rate established by the administrative agent from time to time, 0.50% in excess of the greater of (i) the overnight federal funds rate or (ii) the composite overnight federal funds and overnight LIBOR rate, the one-month LIBOR rate (adjusted for maximum reserves) plus 1.0% per annum and 1.75% per annum, plus, in each case, a minimum of 2.00% per annum ( 4.00% at December 31, 2016 ). The Term Loan B - 2023 does not contain financial covenants and is secured by a pledge of the stock of the Company’s wholly owned subsidiaries and certain of the Company’s less than wholly owned subsidiaries. The Term Loan Facility contains customary affirmative and negative covenants, including limitations, subject to customary exceptions including the ability to enter into or guarantee additional borrowings, redeem or repurchase stock, and pay dividends. The Company was in compliance with the covenants contained in the Term Loan B - 2023 at December 31, 2016 . b. ABL Facility On December 1, 2016, in connection with the Merger, the Company assumed EHH’s asset-based revolving credit facility providing for revolving borrowings of up to $850.0 million , subject to borrowing base availability, as described below. At the completion of the merger, all outstanding borrowings under the ABL Facility (as defined below) of the Prior Envision Borrower were repaid. On December 1, 2016, the Company entered into a Third Amendment to ABL Credit Agreement (the “Third Amendment” and, together with the Seventh Amendment, the “Credit Agreement Amendments”), pursuant to which all outstanding loans under the ABL Facility were repaid, the ABL Facility was increased to provide for an asset-based revolving credit facility in the amount of up to $850.0 million , subject to borrowing base availability, and letter of credit and swingline sub-facilities. Amounts are available under the ABL Facility in U.S. dollars. In addition, subject to certain terms and conditions, the Company is entitled to request additional revolving credit commitments or term loans under the ABL Facility, which share in the borrowing base, up to an amount such that the aggregate amount of ABL commitments does not exceed $1.35 billion . The final maturity date of the ABL Facility is December 1, 2021. The ABL Credit Agreement provides the right for individual lenders to extend the maturity date of their commitments and loans upon the request of the Company and without the consent of any other lender. The “borrowing base” is defined in the ABL Credit Agreement as, at any time, the sum of (i) 85% of the eligible accounts receivable of each ABL Borrower and each guarantor (A/R Amount); plus (ii) the lesser of 50% of the lower of cost and fair market value of the eligible inventory of the ABL Borrower and each guarantor and 5% of the A/R Amount; plus (iii) the lesser of accounts receivable of the ABL Borrower and each guarantor aged 180–360 days that are otherwise eligible accounts receivable and 5% of the A/R Amount; minus (iv) such availability reserves as the administrative agent, in its permitted discretion, deems appropriate at such time; minus (v) the outstanding principal amount of any future term loans (if any) incurred pursuant to the ABL Credit Agreement. As of December 31, 2016 , the maximum available under the ABL Facility was $811.2 million . As of December 31, 2016 , letters of credit outstanding which impact the available credit under the ABL Facility were $ 133.9 million . These letters of credit primarily secure the Company’s obligations under its captive insurance program. The revolving credit loans under the ABL Facility bear interest initially at a rate equal to (i) LIBOR plus, an applicable margin, which shall be determined based on the average daily excess availability, or (ii) the alternate base rate, which will be the highest of the prime rate established by the administrative agent from time to time, 0.50% in excess of the greater of (i) the overnight federal funds rate or (ii) the composite overnight federal funds and overnight LIBOR rate, the one-month LIBOR rate (adjusted for maximum reserves) plus 1.0% per annum, plus, in each case, an applicable margin, which shall be determined based on the average daily excess availability. The ABL Facility bears a commitment fee that is payable quarterly in arrears, based on the utilization of the ABL Facility, and customary letter of credit fees. The ABL Facility contains customary affirmative and negative covenants, including limitations, subject to customary exceptions including the ability to enter into or guarantee additional borrowings, redeem or repurchase stock, and pay dividends. The negative covenants are subject to the customary exceptions and in the event the Company is able to satisfy the payment condition, the ABL facility permits the payment of dividends and distributions, investments, permitted acquisitions, payments or redemptions of junior indebtedness, asset sales and mergers, consolidations and sales of all or substantially all assets involving subsidiaries upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30-day specified availability and specified availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default or known events of default and pro forma compliance with a fixed charge coverage ratio of 1.0 to 1.0. There are no financial covenants included in the ABL Credit Agreement, other than a springing minimum fixed charge coverage ratio of at least 1.0 to 1.0, which is tested only when specified availability is less than the greater of (A) $85 million and (B) 10.0% of the lesser of the then applicable borrowing base and the then total effective commitments under the ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 30 consecutive calendar days. c. Term Loan B - 2021 and Credit Facility Prior to entering into the Company's new Term Loan B - 2023 and ABL Facility, the Company maintained a credit facility that was comprised of an $870.0 million term loan (Term Loan B - 2021) and a $500.0 million revolving credit facility. The Term Loan B - 2021 had a maturity of July 16, 2021 and bore interest at a rate equal to, at the Company’s option, the alternative base rate as defined in the agreement (ABR) plus 1.75% to 2.00% or LIBOR plus 2.75% to 3.00% , with a LIBOR floor of 0.75% , or a combination thereof. The term loan required quarterly principal payments of 0.25% of the face amount totaling $8.7 million annually. The revolving credit facility had a maturity of July 16, 2019 and permitted the Company to borrow at an interest rate equal to, at the Company’s option, the ABR plus 1.75% to 2.00% or LIBOR plus 2.75% to 3.00% , or a combination thereof; and provides for a fee of 0.375% of unused commitments. On December 1, 2016, the Company utilized proceeds received from the Term Loan B - 2023 and the 2024 senior unsecured notes to repay the outstanding obligations under the Term Loan B and existing revolving credit facility. d. Senior Unsecured Notes 5.625% 2022 Senior Unsecured Notes On July 16, 2014, the Company completed a private offering of $1.10 billion aggregate principal amount of 5.625% senior unsecured notes due 2022 ( 5.625% 2022 Senior Unsecured Notes). On February 19, 2015, the Company completed an offer to exchange the outstanding 5.625% 2022 Senior Unsecured Notes, for an equal amount of such notes that are registered under the Securities Act. The 5.625% 2022 Senior Unsecured Notes are unsecured obligations of the Company and are guaranteed by the Company and existing and subsequently acquired or organized wholly owned domestic subsidiaries. The 5.625% 2022 Senior Unsecured Notes are pari passu in right of payment with all the existing and future senior unsecured debt of the Company, senior to all existing and future subordinated debt of the Company and are effectively subordinated to all of the Company's secured debt. Interest on the 5.625% 2022 Senior Unsecured Notes accrues at the rate of 5.625% per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2015, and ending on the maturity date of July 15, 2022. Prior to July 15, 2017, the Company may redeem up to 35% of the aggregate principal amount of the 5.625% 2022 Senior Unsecured Notes at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings. On or after July 15, 2017, the Company may redeem the 5.625% 2022 Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: Period Redemption Price 2017 104.219 % 2018 102.813 % 2019 101.406 % 2020 and thereafter 100.000 % The 5.625% 2022 Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock. Based on the terms of the 5.625% 2022 Senior Unsecured Notes, the Company has adequate ability to meet its obligations to pay dividends as required under the terms of its mandatory preferred stock. The Company was in compliance with the covenants contained in the indenture relating to the 5.625% 2022 Senior Unsecured Notes at December 31, 2016 . 5.125% 2022 Senior Unsecured Notes Upon completion of the merger on December 1, 2016, the Company assumed $750.0 million aggregate principal amount of 5.125% senior unsecured notes due 2022 ( 5.125% 2022 Senior Unsecured Notes), which were issued on June 18, 2014 by the Prior Envision Borrower. The 5.125% 2022 Senior Unsecured Notes are unsecured obligations of the Company and are guaranteed by each of the Company’s existing and subsequently acquired or organized wholly owned domestic subsidiaries. The 5.125% 2022 Senior Unsecured Notes are pari passu in right of payment with all the existing and future senior unsecured debt of the Company, senior to all existing and future subordinated debt of the Company, and are effectively subordinated to all of the Company's secured debt. Interest on the 5.125% 2022 Senior Unsecured Notes accrues at the rate of 5.125% per annum and is payable semi-annually in arrears on January 1 and July 1, beginning on January 1, 2017, and ending on the maturity date of July 1, 2022. Prior to July 1, 2017, the Company may redeem up to 40% of the aggregate principal amount of the 5.125% 2022 Senior Unsecured Notes at a redemption price of 105.125% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings. On or after July 1, 2017, the Company may redeem the 5.125% 2022 Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Period Redemption Price 2017 103.884 % 2018 102.563 % 2019 101.281 % 2020 and thereafter 100.000 % The 5.125% 2022 Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock. Based on the terms of the 5.125% 2022 Senior Unsecured Notes, the Company has adequate ability to meet its obligations to pay dividends as required under the terms of its mandatory preferred stock. The Company was in compliance with the covenants contained in the indenture relating to the 5.125% 2022 Senior Unsecured Notes at December 31, 2016 . 6.25% 2024 Senior Unsecured Notes Upon completion of the merger on December 1, 2016, the Company completed a private offering of $550.0 million aggregate principal amount of 6.25% senior unsecured notes due 2024 ( 6.25% 2024 Senior Unsecured Notes). The 6.25% 2024 Senior Unsecured Notes are unsecured obligations of the Company and are guaranteed by the Company and existing and subsequently acquired or organized wholly owned domestic subsidiaries. The 6.25% 2024 Senior Unsecured Notes are pari passu in right of payment with all the existing and future senior unsecured debt of the Company, senior to all existing and future subordinated debt of the Company, and are effectively subordinated to all of the Company's secured debt. Interest on the 6.25% 2024 Senior Unsecured Notes accrues at the rate of 6.25% per annum and is payable semi-annually in arrears on June 1 and December 1, beginning on June 1, 2017, and ending on the maturity date of December 1, 2024. Prior to December 1, 2019, the Company may redeem up to 40% of the aggregate principal amount of the 6.25% 2024 Senior Unsecured Notes at a redemption price of 106.250% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings. On or after December 1, 2019, the Company may redeem the 6.25% 2024 Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: Period Redemption Price 2019 104.688 % 2020 103.125 % 2021 101.563 % 2022 and thereafter 100.000 % The 6.25% 2024 Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock. Based on the terms of the 6.25% 2024 Senior Unsecured Notes, the Company has adequate ability to meet its obligations to pay dividends as required under the terms of its mandatory preferred stock. The Company was in compliance with the covenants contained in the indenture relating to the 6.25% 2024 Senior Unsecured Notes at December 31, 2016 . 5.625% 2020 Senior Unsecured Notes On November 20, 2012, the Company completed a private offering of $250.0 million aggregate principal amount of 5.625% senior unsecured notes due 2020 ( 5.625% 2020 Senior Unsecured Notes). On December 12, 2016 the Company completed its tender offer to purchase for cash any and all outstanding 5.625% 2020 Senior Unsecured Notes. Holders of 95.07% of the outstanding $250.0 million aggregate principal amount 5.625% 2020 Senior Unsecured Notes validly tendered their notes. Following the completion of the tender offer, the Company redeemed all of the remaining 5.625% 2020 Senior Unsecured Notes outstanding at a redemption price of 102.813% and satisfied and discharged the indenture for the notes. As a result of the early extinguishment, the Company paid an early termination fee of approximately $8.4 million to the holders of the 5.625% 2020 Senior Unsecured Notes, which is recognized as a component of debt extinguishment costs during the year ended December 31, 2016 in the accompanying statements of operations. e. Senior Secured Notes During 2010, the Company issued $75.0 million principal amount of senior secured notes due 2020 (Senior Secured Notes) pursuant to a note purchase agreement. The Senior Secured Notes had a maturity date of May 28, 2020 . On July 16, 2014, the Company redeemed the Senior Secured Notes utilizing proceeds received from its common and preferred stock offerings. As a result of the early extinguishment, the Company paid an early termination fee of approximately $12.4 million to the holders of the Senior Secured Notes, which is recognized as a component of debt extinguishment costs during the year ended December 31, 2014 in the accompanying statements of operations. f. Other debt Certain partnerships included in the Company’s consolidated financial statements have loans with local lending institutions, included above in other debt, which are collateralized by certain assets of the surgery centers with a book value of approximately $35.4 million . The Company and the partners have guaranteed payment of the loans in proportion to the relative partnership interests. g. Certain Limitations on Restricted Payments The Company’s Term Loan Facility, ABL Facility and the indentures governing the 5.625% 2020 Senior Unsecured Notes, the 5.125% 2022 Senior Unsecured Notes, and the 6.250% 2024 Senior Unsecured Notes (collectively, Debt Agreements) contain covenants that, among other things, limit the Company’s ability to make restricted payments, including payments of dividends on, and repurchase of, the Company’s capital stock. These restrictive covenants are subject to applicable exceptions contained in the Debt Agreements and the Company has sufficient capacity under such exceptions to complete a dividend in excess of the Company’s net income for the year ended December 31, 2016. While the Debt Agreements restrict the Company’s ability to pay dividends to its stockholders, the Debt Agreements generally do not restrict the ability of the Company’s restricted subsidiaries to make dividends to the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for the years prior to 2013. With few exceptions, the Company is no longer subject to U.S. state income tax examinations for the years prior to 2012. Total income tax expense (benefit) for the years ended December 31, 2016 , 2015 and 2014 was included within the following sections of the consolidated financial statements as follows (in millions): 2016 2015 2014 Earnings (loss) from continuing operations $ (0.9 ) $ 113.8 $ 48.1 Net loss from discontinued operations — (0.7 ) (0.6 ) Stockholders’ equity (2.1 ) (2.2 ) (3.2 ) Total $ (3.0 ) $ 110.9 $ 44.3 Income tax expense (benefit) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 was comprised of the following (in millions): 2016 2015 2014 Current: Federal $ 64.8 $ 83.2 $ 8.6 State 11.0 14.3 4.4 Deferred: Federal (66.7 ) 11.7 27.5 State (10.0 ) 4.6 7.6 Income tax expense (benefit) $ (0.9 ) $ 113.8 $ 48.1 Income tax expense (benefit) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 differed from the amount computed by applying the U.S. federal income tax rate of 35% to earnings or loss before income taxes as a result of the following (in millions): 2016 2015 2014 Statutory federal income tax $ 71.6 $ 173.6 $ 103.0 Less federal income tax assumed directly by noncontrolling interests (79.0 ) (76.4 ) (66.8 ) State income taxes, net of federal income tax benefit 1.0 11.6 6.6 Increase (decrease) in valuation allowances (11.0 ) 0.3 4.7 Transaction-related items 13.5 1.1 2.9 Interest related to unrecognized tax benefits — (0.5 ) (0.2 ) Other 3.0 4.1 (2.1 ) Income tax expense (benefit) $ (0.9 ) $ 113.8 $ 48.1 The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of operations. Decreases in interest and penalty obligations of $0.1 million , $0.2 million and $0.1 million were recognized in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively, resulting in a total recognition of interest and penalty obligations of approximately $1.7 million and $0.8 million in the consolidated balance sheet at December 31, 2016 and 2015 , respectively. A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the years ended December 31, 2016 , 2015 and 2014 is as follows (in millions): 2016 2015 2014 Balance at beginning of year $ 3.4 $ 7.3 $ 6.3 Additions for current year acquisitions 14.9 — — Additions for tax positions of current year — — 0.2 Increases (decreases) for tax positions taken during a prior period — (1.0 ) 1.1 Lapse of statute of limitations (1.1 ) (2.9 ) (0.3 ) Balance at end of year $ 17.2 $ 3.4 $ 7.3 The Company estimates that the range of the possible change in unrecognized tax benefits within the next 12 months is a net decrease of $2.6 to $5.2 million , as a result of a lapse of the statute of limitations and settlements primarily with state taxing authorities. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized is approximately $15.0 million . The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 were as follows (in millions): 2016 2015 Deferred tax assets: Allowance for uncollectible accounts $ 14.8 $ 3.3 Share-based compensation 86.4 10.7 Deferred compensation 48.4 33.1 Accrued liabilities and other 63.4 18.0 Medical malpractice 65.6 19.0 Operating and capital loss carryforwards 115.0 29.7 Valuation allowances (23.0 ) (21.8 ) Total deferred tax assets 370.6 92.0 Deferred tax liabilities: Prepaid expenses and other 7.0 1.8 Accrual to cash 172.8 10.3 Attribute reduction 50.5 — Property and equipment 112.8 16.8 Intangible assets 1,708.2 762.6 Total deferred tax liabilities 2,051.3 791.5 Net deferred tax liabilities $ 1,680.7 $ 699.5 A valuation allowance is established when it is "more likely than not" that all, or a portion, of net deferred tax assets will not be realized. The Company has determined that it is more likely than not that certain deferred tax assets may not be realized. Therefore, a valuation allowance of $23.0 million and $21.8 million has been established as of December 31, 2016 and 2015 , respectively. The Company has federal net operating and capital loss carryforwards of $236.7 million , which expire in the years 2017 to 2036. The Company has state net operating loss and credit carryforwards which expire in the years 2017 to 2036. |
Insurance Reserves
Insurance Reserves | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Insurance Reserves | Insurance Reserves Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through wholly owned subsidiaries for certain professional (medical malpractice), auto, workers’ compensation and general liability programs. In those instances where the Company has obtained third-party insurance coverage, the Company normally retains liability for the first $1 to $3 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 2016 . The Company establishes reserves for claims based upon an assessment of claims reported and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims are not discounted. Provisions for insurance expense included in the statements of operations include annual provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers. At December 31, 2016 , the Company's accrued insurance reserves are presented in the accompanying consolidated balance sheets as a component of other accrued liabilities and insurance reserves as follows (in millions): 2016 2015 Third-party insurance reserves $ 111.4 $ 33.2 Estimated losses under self-insured programs 197.2 28.5 Incurred but not reported losses 196.5 20.5 Total accrued insurance reserves 505.1 82.2 Less estimated losses payable within one year 134.6 14.3 Total $ 370.5 $ 67.9 The changes to the Company's estimated losses under insurance programs as of December 31, 2016 and 2015 were as follows (in millions): 2016 2015 Balance, beginning of year $ 82.2 $ 58.9 Assumed liabilities through acquisitions 405.5 13.3 Provision related to current period reserves 30.3 15.9 Payments for current period reserves (1.5 ) (4.5 ) Benefit related to changes in prior period reserves (0.9 ) (0.4 ) Payments for prior period reserves (19.5 ) (8.9 ) Change in third-party insurance reserves 14.4 9.2 Other, net (5.4 ) (1.3 ) Balance, end of year $ 505.1 $ 82.2 |
Other Long-term Liabilities
Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-term Liabilities | Other Long-Term Liabilities The following table presents a summary of items comprising other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Deferred compensation liabilities $ 36.0 $ 15.8 Deferred rent 33.6 19.0 Tax-effected unrecognized benefits 17.2 3.4 Other 54.2 9.4 Other long-term liabilities $ 141.0 $ 47.6 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various building, vehicles and equipment capital and operating leases in operation and under development and for office space, expiring at various dates through 2036 . Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2016 were as follows (in millions): Year Ended December 31, Capital Leases Operating Leases 2017 $ 6.4 $ 117.9 2018 5.3 99.6 2019 3.8 91.6 2020 3.3 82.6 2021 3.1 76.6 Thereafter 29.5 392.9 Total minimum rentals 51.4 $ 861.2 Less amounts representing interest at an average interest rate of 6.4% 17.7 Capital lease obligations $ 33.7 At December 31, 2016 , buildings, vehicles and equipment with a cost of approximately $41.1 million and accumulated depreciation of approximately $8.1 million were held under capital leases. Rental expense for operating leases for the years ended December 31, 2016 , 2015 and 2014 was approximately $84.1 million , $74.6 million and $66.1 million , respectively. The Company and certain partners in its ambulatory services segment have guaranteed payment for some of these leases. Included in these amounts, the Company incurred lease expenses of $24.3 million , $27.6 million and $27.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, under operating lease agreements with physician partners who are related parties from the ambulatory services segment. Management believes the negotiated rates were equal to fair market value at the inception of the leases based on relevant market data. |
Employee Benefit Programs
Employee Benefit Programs | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Programs Defined Contribution Plan The Company maintains multiple qualified contributory savings plans as allowed under Section 401(k) of the Internal Revenue Code. These plans are defined contribution plans covering substantially all employees of the Company and provide for voluntary contributions by employees, subject to certain limits. Company contributions are primarily based on specified percentages of employee compensation. In some instances, the plan may allow for elective or required Company contributions subject to the limits defined by each plan. The Company funds contributions as accrued. The Company’s contributions for the years ended December 31, 2016 , 2015 and 2014 were approximately $31.3 million , $14.1 million and $7.2 million , respectively, and vest immediately or incrementally over a period of four to five years , depending on the plan and the tenures of the respective employees for which the contributions were made. Supplemental Executive and Director Retirement Savings Plan The Company maintains the Supplemental Executive and Director Retirement Savings Plan (SERP). The SERP is a defined contribution plan covering all officers of the Company and provides for voluntary contributions of up to 50% of employee annual compensation. Company contributions are at the discretion of the Compensation Committee of the Board of Directors and vest incrementally over five years . Upon the Merger, all unvested amounts from the legacy AmSurg plan became immediately vested. The employee and employer contributions are placed in a Rabbi Trust and recorded in the accompanying consolidated balance sheets in other assets. Employer contributions to this plan for the years ended December 31, 2016 , 2015 and 2014 were approximately $3.6 million , $5.2 million and $0.8 million , respectively. As of December 31, 2016 and 2015 , the cash surrender value of the supplemental executive and director retirement savings plan investments, which are included in other assets in the accompanying consolidated balance sheets, was $30.8 million and $15.6 million , respectively. Defined Benefit Pension Plan As part of the Company’s merger with EHH, the Company acquired a frozen defined benefit pension plan (the “Pension Plan”) that covers eligible employees of one of EHH’s subsidiaries, primarily those covered by collective bargaining arrangements. Eligibility is achieved upon the completion of one year of service. Participants become fully vested in their accrued benefit after the completion of five years of service. As part of the freezing of the Pension Plan, no new benefits accrue and no hours of service earned after the freeze date will count in determining a participant’s average annual earnings. Benefits expense under this plan was approximately $0.1 million for the year ended December 31, 2016 . The net accrued benefits liability under this plan totaled $22.1 million at December 31, 2016 . Collective Bargaining Agreements Approximately 43% of the Company's medical transportation segment employees are represented by 71 active collective bargaining agreements. There are 33 operational locations representing approximately 4,600 employees currently in the process of negotiations or will be subject to negotiation in 2017. In addition, 14 collective bargaining agreements, representing approximately 4,600 employees will be subject to negotiations in 2018. While the Company believes it maintains a good working relationship with its employees, the Company has experienced some union work actions. The Company does not expect these actions to have a material adverse effect on its ability to provide service to its patients and communities. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies Litigation From time to time the Company is named as a party to legal claims and proceedings in the ordinary course of business. Other than the proceedings described below, the Company's management is not aware of any claims or proceedings that are expected to have a material adverse impact on the Company's consolidated financial condition, results of operations or cash flows. The Company is subject to litigation arising in the ordinary course of business, including litigation principally relating to professional and general liability, auto accident and workers’ compensation claims. There can be no assurance that the Company's insurance coverage and self-insured liabilities will be adequate to cover all liabilities occurring out of such claims. The Company believes that it is not engaged in any legal proceedings that is expected will have a material adverse effect on the Company's business, financial condition, cash flows or results of operations. From time to time, in the ordinary course of business and like others in the industry, the Company receives requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. The Company reviews such requests and notices and takes appropriate action. The Company has been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future. On August 7, 2012, EmCare received a subpoena from the Office of Inspector General of the Department of Health and Human Services (OIG) requesting documents focused on EmCare’s contracts for services at hospitals affiliated with Health Management Associates, Inc. (HMA). The Company is a named defendant in two lawsuits filed by whistleblowers alleging misconduct by HMA and certain other parties (the HMA Lawsuits). The federal government has not intervened in these matters as they relate to allegations against EmCare. The Company continues to engage in dialogue with the government to resolve this matter. As the Company has made significant progress towards resolution with the government, the Company has recorded a reserve of $30.0 million based on estimates of probable exposure. Four putative class action lawsuits were filed against certain subsidiaries of the Company's medical transportation segment in California alleging violations of California wage and hour laws, including failures to pay overtime wages and to provide required breaks to employees. On April 16, 2008, L. Bartoni commenced a suit in the Superior Court of California, Alameda County, on July 8, 2008, Vaughn Banta filed suit in the Superior Court of California, Los Angeles County (L.A. Superior Court), on January 22, 2009, Laura Karapetian filed suit in the L.A. Superior Court, and on March 11, 2010, Melanie Aguilar filed suit in L.A. Superior Court. The Aguilar and Karapetian cases were consolidated into a single action. In the Bartoni case, the court denied class certification, a decision that is being appealed. In each of the Banta and Karapetian/Aguilar cases, while all classes have been decertified, the plaintiffs have asserted representative claims on behalf of similarly situated employees under the California Private Attorney General Act. The Company is unable at this time to estimate the amount of potential damages, if any. In 2012, the Company's Rural/Metro subsidiary entered into a Corporate Integrity Agreement (CIA) with the OIG in connection with a qui tam action alleging that Rural/Metro had falsified Medicare documents and improperly billed for ambulance services. The CIA requires the Company to maintain a compliance program. This program includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for ambulance billing operations, review by an independent review organization, and reporting of certain events. The term of the CIA is five years and is set to expire in June 2017. AMR was previously subject to a separate CIA with the OIG relating to AMR, pursuant to which the Company agreed to adopt certain compliance related policies and practices. While the Company continues to maintain its corporate compliance program, and is still subject to Rural/Metro’s CIA, the Company was released from AMR’s CIA in January 2017. Insurance Programs Given the nature of the services provided, the Company and its subsidiaries are subject to professional and general liability claims and related lawsuits in the ordinary course of business. The Company maintains professional insurance with third-party insurers generally on a claims-made basis, subject to self-insured retentions, exclusions and other restrictions. A substantial portion of the professional liability loss risks are being provided by a third-party insurer which is fully reinsured by the Company's wholly owned captive insurance subsidiary. The assets, liabilities and results of operations of the wholly owned captive are consolidated in the accompanying consolidated financial statements. The liabilities for self-insurance in the accompanying consolidated balance sheets include estimates of the ultimate costs related to both reported claims on an individual and aggregate basis and unreported claims. The Company also obtains professional liability insurance on a claims-made basis from third-party insurers for its surgery centers and certain of its owned practices and employed physicians. The Company’s reserves for professional liability claims within the self-insured retention are based upon periodic actuarial calculations. These actuarial estimates consider historical claims frequency and severity, loss development patterns and other actuarial assumptions and are not discounted to present value. The Company also maintains insurance for director and officer liability, workers’ compensation liability and property damage. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its subsidiaries. Redeemable Noncontrolling Interests Certain of the Company’s wholly owned subsidiaries are responsible for all debts incurred but unpaid by the Company's less than wholly owned partnerships as these subsidiaries are the general partner. As manager of the operations of these partnerships, the Company has the ability to limit potential liabilities by curtailing operations or taking other operating actions. In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in a substantial majority of the Company’s partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of December 31, 2016 . As a result, the noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | a. Common Stock On December 1, 2016, the Company completed the Merger. Under the terms of the merger agreement, upon completion of the Merger, each share of AmSurg common stock was converted into one share of Company common stock, par value of $0.01 per share, and each share of EHH common stock was converted into 0.334 shares of Company common stock, par value of $0.01 per share. Pursuant to the Merger, the Company issued 62,582,161 shares of common stock to the former stockholders of EHH which represented the conversion of all outstanding common stock of EHH as of December 1, 2016. During December 2015, the Company issued 5,835,000 shares of its common stock in a public offering, at $80.00 per share, prior to underwriting discounts, commissions and other related offering expenses of approximately $19.1 million . Proceeds were used to repay a portion of the Company's revolving credit facility, to fund a portion of the acquisitions completed during the year ended 2015 and for general corporate purposes. On July 2, 2014, the Company issued 9,775,000 shares of its common stock in a public offering, at $45.00 per share, prior to underwriting discounts, commissions and other related offering expenses of approximately $18.5 million . Proceeds from the issuance were used to satisfy certain debt obligations with the remaining amount utilized to fund a portion of the Sheridan acquisition. In addition, on July 16, 2014, the Company issued 5,713,909 shares of its common stock directly to the former owners of Sheridan as part of the total consideration for the Sheridan acquisition. The Company registered these shares with the SEC in October of 2014. The former owners of Sheridan subsequently sold their shares in November of 2014. In addition, the Company repurchases shares by withholding a portion of employee restricted stock that vested to cover payroll withholding taxes in accordance with the restricted stock agreements. During 2016 and 2015 , the Company repurchased approximately 83,000 shares and 67,000 shares, respectively, of common stock for approximately $6.1 million and $3.7 million , respectively. b. Preferred Stock Under the terms of the merger agreement, upon completion of the Merger, each share of AmSurg 5.25% mandatory convertible preferred stock, Series A-1 (“AmSurg Preferred Stock”) was converted into one share, par value of $0.01 per share, of Company 5.25% mandatory convertible preferred stock, Series A-1 (“Company Preferred Stock”). Pursuant to the Mergers, the Company issued 1,725,000 shares of Company Preferred Stock. On July 2, 2014, the Company issued 1,725,000 shares of its mandatory convertible preferred stock in a public offering, at $100.00 per share, prior to underwriting discounts, commissions and other related offering expenses of approximately $5.9 million . The mandatory convertible preferred stock pays dividends at an annual rate of 5.25% of the initial liquidation preference of $100 per share. Dividends accrue and cumulate from the date of issuance and, to the extent lawful and declared by the Company's Board of Directors, will be paid on each January 1, April 1, July 1 and October 1 in cash or, at the Company's election (subject to certain limitations), by delivery of any combination of cash and shares of common stock. Each share of the mandatory convertible preferred stock has a liquidation preference of $100 , plus an amount equal to accrued and unpaid dividends. Each share of the mandatory convertible preferred stock will automatically convert on July 1, 2017 (subject to postponement in certain cases), into between 1.8141 and 2.2222 shares of common stock (the “minimum conversion rate” and “maximum conversion rate,” respectively), each subject to adjustment. The number of shares of common stock issuable on conversion will be determined based on the average volume weighted average price per share of the Company's common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day prior to July 1, 2017. At any time prior to July 1, 2017, holders may elect to convert all or a portion of their shares of mandatory convertible preferred stock into shares of common stock at the minimum conversion rate. If any holder elects to convert shares of mandatory convertible preferred stock during a specified period beginning on the effective date of a fundamental change the conversion rate will be adjusted under certain circumstances and such holder will also be entitled to a fundamental change dividend make-whole amount. During each of the years ended December 31, 2016 and 2015 , the Company's Board of Directors declared four dividends each totaling $1.3125 per share in cash, or $2.3 million , for the Company's mandatory convertible preferred stock. All dividends declared during 2016 have been paid except those dividends declared on November 21, 2016, which were funded to the paying agent to be paid on January 1, 2017 to the stockholders of record as of December 15, 2016. On August 29, 2014, the Company's Board of Directors declared its first dividend of $1.2979 per share in cash, or $2.2 million and on November 25, 2014, the Company's Board of Directors declared a dividend for $1.3125 per share, or $2.3 million for the Company's mandatory convertible preferred stock. c. Stock Incentive Plans Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted using a fair value method. The Company applies the Black-Scholes method of valuation in determining share-based compensation expense for option awards. For performance share units, the Company utilizes the Monte-Carlo method of valuation. For awards with graded vesting schedules, the Company recognizes compensation expense using the accelerated method. Forfeitures are recognized as incurred. In May 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan ("2014 Plan"), which was amended in May 2016. The Company also has unvested restricted stock unit awards and fully vested options outstanding under the AmSurg Corp. 2006 Stock Incentive Plan, as amended, under which no additional awards may be granted. Under these plans, the Company has granted restricted stock unit awards, performance-based restricted stock units (PSUs), and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock. At December 31, 2016 , 3,200,000 shares were authorized for grant under the 2014 Plan and 2,336,997 shares were available for future equity grants. Restricted stock unit awards under the 2014 Plan granted to outside directors vests on the first anniversary of the date of grant. Restricted stock unit awards granted to employees under the 2014 Plan vests over four years in three equal installments beginning on the second anniversary of the date of grant. The fair value of restricted stock unit awards is determined based on the closing bid price of the Company’s common stock on the grant date. Under Company policy, shares held by outside directors and senior management are subject to certain holding requirements and restrictions. The Company did not issue options subsequent to 2008 from the 2014 Plan, and all outstanding options are fully vested. Options were granted at market value on the date of the grant and vested over four years. Outstanding options have a term of ten years from the date of grant. On December 1, 2016, upon completion of the Merger, each outstanding option to purchase shares of EHH common stock and each outstanding EHH stock unit (including stock units subject to time-based and performance-based vesting conditions) were converted into an option to purchase 0.334 shares of common stock of the Company and 0.334 stock units of the Company, respectively. Each option and stock unit continues to have the same terms and conditions as were in effect under the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan ("2013 Plan") prior to the completion of the Merger. Accordingly, at December 1, 2016, unexercised and unvested options under the 2013 Plan were converted to options to purchase shares of the Company's stock. Performance share units and restricted stock unit awards under the 2013 Plan were converted to stock units of the Company. At December 31, 2016, 4,622,453 shares were available for future equity grants under the 2013 Plan. Non-performance and performance-based awards have a time-based vesting ranging from one to three years. All options have a term of ten years from the date of grant. No participant may be granted in any calendar year awards covering more than 2.5 million shares of common stock or 1.5 million performance awards up to a maximum dollar value of $5.0 million . As part of the Merger, the Company also assumed certain equity awards granted by EHH pursuant to a long-term incentive plan (the “2016 LTIP”) which includes stock options, restricted stock unit awards, and market-based performance share units in combination. The stock options and restricted stock vest ratably over three years. The market-based performance share units vest based on achievement of both the three-year service condition and market condition. The holders of the restricted stock unit awards and market-based performance share units are entitled to receive cash dividend equivalents related to regular cash dividends paid by the Company. The LTIP awards were granted under the 2013 Plan. A summary of the status of and changes for non-vested restricted stock unit awards for the periods presented below is summarized as follows: Weighted Number Average of Awards Grant Price Non-vested awards at January 1, 2014 743,869 $ 26.54 Awards granted 272,780 43.12 Awards vested (336,160 ) 25.69 Awards forfeited (12,380 ) 38.94 Non-vested awards at December 31, 2014 668,109 $ 33.51 Awards granted 313,498 56.19 Awards vested (233,831 ) 28.19 Awards forfeited (13,675 ) 42.15 Non-vested awards at December 31, 2015 734,101 $ 44.73 Awards converted as part of the Merger 145,118 68.12 Awards granted 662,146 72.78 Awards vested (282,597 ) 40.75 Awards forfeited (18,242 ) 61.97 Non-vested awards at December 31, 2016 1,240,526 $ 63.09 In addition to the non-vested restricted stock unit awards, during the year ended December 31, 2016 , the Company granted 74,752 performance-based restricted stock units to certain of its officers and physician employees under the 2014 plan. The fair value of the Company's common stock on the grant date of these PSUs was $74.09 . As part of the merger, the PSUs were converted to restricted stock unit awards at 100% of the target performance goal and any future performance goals were removed, as per the award agreement. Although these awards have been converted to restricted stock unit awards, holders will continue to vest in these awards in accordance with the original vesting schedule which was ratable over three years from the date of grant. At December 1, 2016, outstanding market-based performance share units of historical EHH were converted to market-based performance share units of the Company as part of the Merger. The market-based performance share units continue to have the same terms and conditions as were in effect under the 2016 LTIP. At the Merger, 191,927 market-based performance share units were converted under the 2016 LTIP at a fair value of $62.69 per share. There was no activity between the Merger date and December 31, 2016 . The Monte Carlo simulation used to calculate the fair value of the market-based performance share units simulates the present value of the potential outcomes of future stock prices of the Company and the companies included in the defined performance index over the performance cycle. The projection of stock prices are based on the risk-free rate of return, the volatilities of the stock price of the Company and the companies included in the defined performance index, and the correlation of the stock price of the Company with these companies. A summary of stock option activity for the periods presented below is summarized as follows: Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Term (in years) Outstanding at January 1, 2014 270,464 $ 23.16 2.5 Options exercised with total intrinsic value of $2.6 million (111,743 ) 23.53 Outstanding at December 31, 2014 158,721 $ 22.89 1.7 Options exercised with total intrinsic value of $4.9 million (113,220 ) 22.81 Options terminated (11,750 ) 23.42 Outstanding at December 31, 2015 33,751 $ 22.98 1.1 Options converted at Merger date 3,525,027 20.80 5.2 Options exercised with total intrinsic value of $1.6 million (40,408 ) 18.39 Options canceled (7,256 ) 27.49 Outstanding at December 31, 2016 with an aggregate intrinsic value of $157.1 million 3,511,114 $ 20.81 5.1 Vested and Exercisable at December 31, 2016 with an aggregate intrinsic value of $156.3 million 2,952,274 $ 12.62 4.4 The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at December 31, 2016 exercised their options at the Company’s closing stock price on December 31, 2016 . There were no stock options granted during the years ended December 31, 2016 , 2015 and 2014 except for those converted as part of the merger. The fair value of each stock option award converted as part of the merger was calculated on the merger date, using the Black-Scholes valuation model with the following assumptions indicated in the below table. The volatility assumptions were based on the historical stock volatility of the Company. Volatility 31.9% Risk free rate 0.82% - 1.90% Expected term of options in years 1.0 - 5.0 Expected dividend yield 0% Other information pertaining to share-based activity for the years ended December 31, 2016 , 2015 and 2014 was as follows (in millions): 2016 2015 2014 Share-based compensation expense $ 29.4 $ 15.0 $ 10.1 Fair value of shares vested 20.7 13.2 15.1 Cash received from option exercises 0.7 2.6 2.6 Tax benefit from option exercises 3.9 4.0 3.2 As of December 31, 2016 , the Company had total unrecognized compensation cost of approximately $44.1 million related to non-vested awards, which the Company expects to recognize over a weighted average period of 1.1 years. During the year ended December 31, 2016 , there were 573,518 options that were anti-dilutive. During the years ended December 31, 2015 and 2014 , there were no options that were anti-dilutive. Earnings per Share Basic net earnings (loss) attributable to Envision Healthcare Corporation common stockholders, per common share, excludes dilution and is computed by dividing net earnings (loss) attributable to Envision Healthcare Corporation common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) attributable to Envision Healthcare Corporation common stockholders, per common share is computed by dividing net earnings (loss) attributable to Envision Healthcare Corporation common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (i) upon the vesting of restricted stock awards, restricted stock units and performance stock units as determined under the treasury stock method and (ii) upon conversion of the Company's mandatory convertible preferred stock as determined under the if-converted method. For purposes of calculating diluted earnings (loss) per share, preferred stock dividends have been subtracted from both net earnings (loss) from continuing operations attributable to Envision Healthcare Corporation and net earnings (loss) attributable to Envision Healthcare Corporation common stockholders in periods in which utilizing the if-converted method would be anti-dilutive. The following is a reconciliation of the numerator and denominators of basic and diluted earnings (loss) per share (dollars in millions, except per share amounts): Earnings (Loss) Shares (in thousands) Per Share (Numerator) (Denominator) Amount For the year ended December 31, 2016: Net loss from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) $ (27.7 ) 59,002 $ (0.47 ) For the year ended December 31, 2015: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) $ 154.9 48,058 $ 3.22 Preferred stock dividends 9.1 — Effect of dilutive securities, options and non-vested shares — 3,554 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 164.0 51,612 $ 3.18 For the year ended December 31, 2014: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) $ 50.8 39,311 $ 1.29 Effect of dilutive securities, options and non-vested shares — 314 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 50.8 39,625 $ 1.28 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Prior to the Merger, the Company operated in two major lines of business, physician services and ambulatory services, which had been identified as its operating and reportable segments. Subsequent to the Merger, the Company has aligned financial results into three operating and reportable segments: physician services, medical transportation and ambulatory services. The physician services segment includes the Company’s hospital-based and non-hospital-based physician services business. The medical transportation segment includes the Company's community-based medical transportation services, including emergency "911", non-emergency, managed transportation, air ambulance and disaster response services. The ambulatory services segment includes the Company’s ambulatory surgery business, which acquires, develops, owns and operates ASCs and surgical hospitals in partnership with physicians and health systems. The Company’s financial information by operating segment is prepared on an internal management reporting basis and includes allocations of corporate overhead to each segment. This financial information is used by the chief operating decision maker to allocate resources and assess the performance of the operating segments. The Company’s operating segments have been defined based on the separate financial information that is regularly produced and reviewed by the Company’s chief operating decision maker which is its Chief Executive Officer. The following table presents financial information for each reportable segment (in millions): Year ended December 31, 2016 2015 2014 Net Revenue: Physician Services (1) (3) $ 2,229.7 $ 1,336.8 $ 512.0 Medical Transportation (3) 198.1 — — Ambulatory Services 1,268.2 1,230.1 1,109.9 Total $ 3,696.0 $ 2,566.9 $ 1,621.9 Adjusted Segment EBITDA: Physician Services (1) (3) $ 366.3 $ 266.1 $ 107.0 Medical Transportation (3) 24.6 — — Ambulatory Services 240.1 226.2 197.5 Total $ 631.0 $ 492.3 $ 304.5 Adjusted Segment EBITDA: $ 631.0 $ 492.3 $ 304.5 Earnings from continuing operations attributable to noncontrolling interests 224.1 218.2 190.8 Interest expense, net (142.4 ) (121.5 ) (83.3 ) Depreciation and amortization (149.9 ) (97.5 ) (60.3 ) Share-based compensation (29.4 ) (15.0 ) (10.1 ) Net change in fair value of contingent consideration 2.6 (8.8 ) — Transaction and integration costs (80.0 ) (8.4 ) (33.9 ) Debt extinguishment costs (30.3 ) — (16.9 ) Impairment charges (221.3 ) — — Net gain on deconsolidations 5.7 36.7 3.4 Purchase accounting adjustments (5.5 ) — — Earnings from continuing operations before income taxes $ 204.6 $ 496.0 $ 294.2 Acquisition and Capital Expenditures: Physician Services (1) (3) $ 406.4 $ 854.4 $ 28.9 Medical Transportation (3) 10.0 — — Ambulatory Services (2) 77.4 168.6 81.2 Total $ 493.8 $ 1,023.0 $ 110.1 2016 2015 Assets: Physician Services $ 10,662.9 $ 3,937.0 Medical Transportation (3) 3,355.1 — Ambulatory Services 2,690.9 2,562.3 Total $ 16,708.9 $ 6,499.3 (1) On July 16, 2014, the Company completed the acquisition of Sheridan. Accordingly, historical amounts for periods prior to that date are not included. (2) Excludes the purchase price to acquire Sheridan in 2014. (3) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. |
Financial Information for the C
Financial Information for the Company and Its Subsidiaries | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for the Company and Its Subsidiaries | Financial Information for the Company and Its Subsidiaries The 2022 Senior Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized 100% owned domestic subsidiaries. The 2022 Senior Unsecured Notes are guaranteed on a full and unconditional and joint and several basis, with limited exceptions considered customary for such guarantees, including the release of the guarantee when a subsidiary's assets are sold. The following condensed consolidating financial statements present the Company (as parent issuer), the subsidiary guarantors, the subsidiary non-guarantors and consolidating adjustments. These condensed consolidating financial statements have been prepared and presented in accordance with Rule 3-10 of Regulation S-X “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis. As a result of the refinancing related to the Merger, the guarantor structure of certain entities changed and these statements have been revised to reflect the current structure post-Merger. Condensed Consolidating Balance Sheet - December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets (1) Current assets: Cash and cash equivalents $ 41.6 $ 59.7 $ 230.3 $ — $ 331.6 Insurance collateral — 0.8 86.2 — 87.0 Accounts receivable, net — 739.4 1,015.6 — 1,755.0 Supplies inventory — 37.8 23.4 — 61.2 Prepaid and other current assets 21.2 99.7 56.6 (1.0 ) 176.5 Total current assets 62.8 937.4 1,412.1 (1.0 ) 2,411.3 Property and equipment, net 11.6 390.9 192.7 — 595.2 Investments in and advances to affiliates 11,626.9 2,253.1 — (13,763.1 ) 116.9 Intercompany receivable 2,324.9 291.2 — (2,616.1 ) — Goodwill — 3,795.6 — 5,023.4 8,819.0 Intangible assets, net 12.8 3,019.0 1,573.1 — 4,604.9 Other assets 31.3 81.6 59.4 (10.7 ) 161.6 Total assets $ 14,070.3 $ 10,768.8 $ 3,237.3 $ (11,367.5 ) $ 16,708.9 Liabilities and Equity (1) Current liabilities: Current portion of long-term debt $ 35.0 $ 1.0 $ 11.0 $ — $ 47.0 Accounts payable 5.0 65.5 30.8 — 101.3 Accrued salaries and benefits 13.4 263.5 284.3 — 561.2 Accrued interest 51.4 — — — 51.4 Other accrued liabilities 3.9 287.6 102.9 (1.0 ) 393.4 Total current liabilities 108.7 617.6 429.0 (1.0 ) 1,154.3 Long-term debt, net of deferred financing costs 5,749.0 1.7 40.9 — 5,791.6 Deferred income taxes 1,446.9 — 233.8 — 1,680.7 Insurance reserves 4.2 219.2 147.1 — 370.5 Other long-term liabilities 30.4 71.7 38.9 — 141.0 Intercompany payable — 2,290.1 326.0 (2,616.1 ) — Noncontrolling interests – redeemable — — 70.5 112.4 182.9 Equity: Total Envision Healthcare Corporation equity 6,731.1 7,568.5 1,745.7 (9,314.2 ) 6,731.1 Noncontrolling interests – non-redeemable — — 205.4 451.4 656.8 Total equity 6,731.1 7,568.5 1,951.1 (8,862.8 ) 7,387.9 Total liabilities and equity $ 14,070.3 $ 10,768.8 $ 3,237.3 $ (11,367.5 ) $ 16,708.9 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with the Merger. Condensed Consolidating Balance Sheet - December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 20.4 $ 24.5 $ 61.8 $ — $ 106.7 Insurance collateral — — 27.4 — 27.4 Accounts receivable, net — 140.7 196.6 — 337.3 Supplies inventory — — 21.4 — 21.4 Prepaid and other current assets 14.0 14.7 22.6 (6.4 ) 44.9 Total current assets 34.4 179.9 329.8 (6.4 ) 537.7 Property and equipment, net 12.5 13.2 163.5 — 189.2 Investments in and advances to affiliates 3,771.5 1,769.5 — (5,371.8 ) 169.2 Intercompany receivable 1,466.6 — — (1,466.6 ) — Goodwill — 1,188.7 — 2,781.5 3,970.2 Intangible assets, net 12.8 1,127.3 454.5 — 1,594.6 Other assets 21.2 14.7 2.5 — 38.4 Total assets $ 5,319.0 $ 4,293.3 $ 950.3 $ (4,063.3 ) $ 6,499.3 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8.7 $ — $ 11.7 $ — $ 20.4 Accounts payable 2.8 3.7 26.1 — 32.6 Accrued salaries and benefits 31.5 106.6 64.4 — 202.5 Accrued interest 30.5 — — — 30.5 Other accrued liabilities — 72.3 34.0 (6.4 ) 99.9 Total current liabilities 73.5 182.6 136.2 (6.4 ) 385.9 Long-term debt, net of deferred financing costs 2,326.1 — 31.9 — 2,358.0 Deferred income taxes 605.6 — 93.9 — 699.5 Insurance reserves — 67.9 — — 67.9 Other long-term liabilities 20.4 6.9 20.3 — 47.6 Intercompany payable — 1,443.2 23.4 (1,466.6 ) — Noncontrolling interests – redeemable — — 63.0 112.7 175.7 Equity: Total Envision Healthcare Corporation equity 2,293.4 2,592.7 534.0 (3,126.7 ) 2,293.4 Noncontrolling interests – non-redeemable — — 47.6 423.7 471.3 Total equity 2,293.4 2,592.7 581.6 (2,703.0 ) 2,764.7 Total liabilities and equity $ 5,319.0 $ 4,293.3 $ 950.3 $ (4,063.3 ) $ 6,499.3 Condensed Consolidating Statement of Operations - Year Ended December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 30.8 $ 1,405.9 $ 2,309.7 $ (50.4 ) $ 3,696.0 Operating expenses: Salaries and benefits 90.3 1,015.7 1,038.1 (6.3 ) 2,137.8 Supply cost — 8.4 194.4 202.8 Insurance expense 2.6 47.1 42.7 (1.9 ) 90.5 Other operating expenses 21.5 61.5 426.0 (42.2 ) 466.8 Transaction and integration costs 27.2 52.7 0.1 — 80.0 Impairment charges — 221.3 — — 221.3 Depreciation and amortization 4.5 87.5 57.9 — 149.9 Total operating expenses 146.1 1,494.2 1,759.2 (50.4 ) 3,349.1 Net gain (loss) on disposals and deconsolidations — 6.6 (0.9 ) — 5.7 Equity in earnings of affiliates 114.0 299.2 — (389.5 ) 23.7 Operating income (1.3 ) 217.5 549.6 (389.5 ) 376.3 Interest expense (income), net (8.5 ) 112.7 38.2 — 142.4 Debt extinguishment costs 30.3 — — — 30.3 Other income, net 1.0 — — — 1.0 Earnings from continuing operations before income taxes (22.1 ) 104.8 511.4 (389.5 ) 204.6 Income tax expense (benefit) (3.5 ) (10.3 ) 12.9 — (0.9 ) Net earnings (loss) (18.6 ) 115.1 498.5 (389.5 ) 205.5 Net earnings attributable to noncontrolling interests — 1.1 223.0 — 224.1 Net earnings (loss) attributable to Envision Healthcare Corporation stockholders (18.6 ) 114.0 275.5 (389.5 ) (18.6 ) Preferred stock dividends (9.1 ) — — — (9.1 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (27.7 ) $ 114.0 $ 275.5 $ (389.5 ) $ (27.7 ) Comprehensive income (loss) attributable to Envision Healthcare Corporation $ (18.6 ) $ 113.8 $ 275.5 $ (389.5 ) $ (18.8 ) Condensed Consolidating Statement of Operations - Year Ended December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 28.6 $ 817.1 $ 1,799.9 $ (78.7 ) $ 2,566.9 Operating expenses: Salaries and benefits 69.1 590.2 660.6 (0.5 ) 1,319.4 Supply cost — 1.6 182.7 (0.1 ) 184.2 Insurance expense 1.0 26.8 29.1 — 56.9 Other operating expenses 23.6 73.6 316.8 (78.1 ) 335.9 Transaction and integration costs 1.8 6.6 — — 8.4 Depreciation and amortization 3.9 42.0 51.6 — 97.5 Total operating expenses 99.4 740.8 1,240.8 (78.7 ) 2,002.3 Net gain (loss) on disposals and deconsolidations — 37.3 (0.6 ) — 36.7 Equity in earnings of affiliates 312.7 321.3 — (617.8 ) 16.2 Operating income 241.9 434.9 558.5 (617.8 ) 617.5 Interest expense, net 41.1 66.9 13.5 — 121.5 Earnings from continuing operations before income taxes 200.8 368.0 545.0 (617.8 ) 496.0 Income tax expense 36.8 55.3 21.7 — 113.8 Net earnings from continuing operations 164.0 312.7 523.3 (617.8 ) 382.2 Net loss from discontinued operations (1.0 ) — — — (1.0 ) Net earnings 163.0 312.7 523.3 (617.8 ) 381.2 Less net earnings attributable to noncontrolling interests — — 218.2 — 218.2 Net earnings attributable to Envision Healthcare Corporation stockholders 163.0 312.7 305.1 (617.8 ) 163.0 Preferred stock dividends (9.1 ) — — — (9.1 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 153.9 $ 312.7 $ 305.1 $ (617.8 ) $ 153.9 Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings from continuing operations, net of income tax $ 154.9 $ 312.7 $ 305.1 $ (617.8 ) $ 154.9 Loss from discontinued operations, net of income tax (1.0 ) — — — (1.0 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 153.9 $ 312.7 $ 305.1 $ (617.8 ) $ 153.9 Comprehensive income attributable to Envision Healthcare Corporation $ 163.0 $ 312.7 $ 305.1 $ (617.8 ) $ 163.0 Condensed Consolidating Statement of Earnings - Year Ended December 31, 2014 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 24.8 $ 308.5 $ 1,312.9 $ (24.3 ) $ 1,621.9 Operating expenses: Salaries and benefits 65.7 228.3 411.2 (5.7 ) 699.5 Supply cost — 0.9 163.4 — 164.3 Insurance expense 0.9 12.8 15.6 — 29.3 Other operating expenses 17.8 3.2 248.3 (18.6 ) 250.7 Transaction and integration costs 29.0 4.9 — — 33.9 Depreciation and amortization 4.0 23.7 32.6 — 60.3 Total operating expenses 117.4 273.8 871.1 (24.3 ) 1,238.0 Net gain on disposals and deconsolidations — 3.4 — — 3.4 Equity in earnings of affiliates 216.6 236.0 — (445.5 ) 7.1 Operating income 124.0 274.1 441.8 (445.5 ) 394.4 Interest expense, net 48.0 33.0 2.3 — 83.3 Debt extinguishment costs 16.9 — — — 16.9 Earnings from continuing operations before income taxes 59.1 241.1 439.5 (445.5 ) 294.2 Income tax expense 8.1 24.5 15.5 — 48.1 Net earnings from continuing operations 51.0 216.6 424.0 (445.5 ) 246.1 Net earnings (loss) from discontinued operations 2.7 — (4.0 ) — (1.3 ) Net earnings 53.7 216.6 420.0 (445.5 ) 244.8 Net earnings attributable to noncontrolling interests — — 191.1 — 191.1 Net earnings attributable to Envision Healthcare Corporation stockholders 53.7 216.6 228.9 (445.5 ) 53.7 Preferred stock dividends (4.5 ) — — — (4.5 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 49.2 $ 216.6 $ 228.9 $ (445.5 ) $ 49.2 Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings from continuing operations, net of income tax $ 46.5 $ 216.6 $ 233.2 $ (445.5 ) $ 50.8 Earnings (loss) from discontinued operations, net of income tax 2.7 — (4.3 ) — (1.6 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 49.2 $ 216.6 $ 228.9 $ (445.5 ) $ 49.2 Comprehensive income attributable to Envision Healthcare Corporation $ 53.7 $ 216.6 $ 228.9 $ (445.5 ) $ 53.7 Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 80.7 $ 240.0 $ 567.2 $ (468.1 ) $ 419.8 Cash flows from investing activities: Acquisitions and related transactions (388.5 ) (398.2 ) — 392.4 (394.3 ) Acquisition of property and equipment (1.4 ) (60.8 ) (37.3 ) — (99.5 ) Increase in cash due to merger — 50.4 115.4 — 165.8 Increase in cash due to consolidation of previously unconsolidated affiliates — — 31.4 — 31.4 Purchases of marketable securities — — (1.6 ) — (1.6 ) Maturities of marketable securities — — 3.8 — 3.8 Other — (17.4 ) 8.1 — (9.3 ) Net cash flows provided by (used in) investing activities (389.9 ) (426.0 ) 119.8 392.4 (303.7 ) Cash flows from financing activities: Proceeds from long-term borrowings 4,500.0 — 9.2 — 4,509.2 Repayment on long-term borrowings (4,045.6 ) (0.1 ) (16.4 ) — (4,062.1 ) Distributions to owners, including noncontrolling interests — (215.0 ) (480.9 ) 468.0 (227.9 ) Capital contributions — 388.5 — (388.5 ) — Financing cost incurred (103.4 ) — — — (103.4 ) Changes in intercompany balances with affiliates, net (11.4 ) 45.0 (33.6 ) — — Other financing activities, net (9.2 ) 2.8 3.2 (3.8 ) (7.0 ) Net cash flows provided by (used in) financing activities 330.4 221.2 (518.5 ) 75.7 108.8 Net increase in cash and cash equivalents 21.2 35.2 168.5 — 224.9 Cash and cash equivalents, beginning of period 20.4 24.5 61.8 — 106.7 Cash and cash equivalents, end of period $ 41.6 $ 59.7 $ 230.3 $ — $ 331.6 Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 40.4 $ 353.6 $ 490.2 $ (346.2 ) $ 538.0 Cash flows from investing activities: Acquisitions and related transactions (757.8 ) (969.2 ) — 764.3 (962.7 ) Acquisition of property and equipment (5.9 ) (23.0 ) (31.4 ) — (60.3 ) Purchases of marketable securities — — (3.9 ) — (3.9 ) Maturities of marketable securities — — 4.2 — 4.2 Other — 4.2 1.7 — 5.9 Net cash flows used in investing activities (763.7 ) (988.0 ) (29.4 ) 764.3 (1,016.8 ) Cash flows from financing activities: Proceeds from long-term borrowings 546.0 — 14.1 — 560.1 Repayment on long-term borrowings (379.7 ) — (12.9 ) — (392.6 ) Distributions to owners, including noncontrolling interests — (109.9 ) (451.2 ) 346.2 (214.9 ) Capital contributions — 757.8 — (757.8 ) — Proceeds from common stock offering 466.8 — — — 466.8 Payments of equity issuance costs (19.1 ) — — — (19.1 ) Financing cost incurred (1.1 ) — — — (1.1 ) Changes in intercompany balances with affiliates, net 5.0 — (5.0 ) — — Other financing activities, net (8.6 ) (9.8 ) 3.1 (6.5 ) (21.8 ) Net cash flows provided by (used in) financing activities 609.3 638.1 (451.9 ) (418.1 ) 377.4 Net increase (decrease) in cash and cash equivalents (114.0 ) 3.7 8.9 — (101.4 ) Cash and cash equivalents, beginning of period 134.4 20.8 52.9 — 208.1 Cash and cash equivalents, end of period $ 20.4 $ 24.5 $ 61.8 $ — $ 106.7 Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2014 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 109.1 $ 295.8 $ 433.5 $ (413.6 ) $ 424.8 Cash flows from investing activities: Acquisitions and related transactions (2,124.1 ) (2,188.2 ) 1.5 2,126.7 (2,184.1 ) Acquisition of property and equipment (7.9 ) (9.9 ) (22.4 ) — (40.2 ) Purchases of marketable securities — — (6.5 ) — (6.5 ) Maturities of marketable securities — — 3.5 — 3.5 Other (3.1 ) 0.4 4.9 — 2.2 Net cash flows used in investing activities (2,135.1 ) (2,197.7 ) (19.0 ) 2,126.7 (2,225.1 ) Cash flows from financing activities: Proceeds from long-term borrowings 2,040.0 — 9.0 — 2,049.0 Repayment on long-term borrowings (396.5 ) — (12.0 ) — (408.5 ) Distributions to owners, including noncontrolling interests — (202.2 ) (401.5 ) 413.6 (190.1 ) Capital contributions — 2,124.1 — (2,124.1 ) — Proceeds from preferred stock offering 172.5 — — — 172.5 Proceeds from common stock offering 439.9 — — — 439.9 Payments of equity issuance costs (24.5 ) — — — (24.5 ) Financing cost incurred (78.2 ) — — — (78.2 ) Changes in intercompany balances with affiliates, net 3.0 — (3.0 ) — — Other financing activities, net (2.5 ) 0.8 1.8 (2.6 ) (2.5 ) Net cash flows provided by (used in) financing activities 2,153.7 1,922.7 (405.7 ) (1,713.1 ) 1,957.6 Net increase (decrease) in cash and cash equivalents 127.7 20.8 8.8 — 157.3 Cash and cash equivalents, beginning of period 6.7 — 44.1 — 50.8 Cash and cash equivalents, end of period $ 134.4 $ 20.8 $ 52.9 $ — $ 208.1 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company assessed events occurring subsequent to December 31, 2016 for potential recognition and disclosure in the consolidated financial statements. No events have occurred that would require adjustment to or disclosure in the consolidated financial statements. |
Quarterly Statement of Operatio
Quarterly Statement of Operations Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Statement of Earnings Data (Unaudited) | The following table presents certain quarterly statement of earnings data for the years ended December 31, 2016 and 2015 . The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. 2016 2015 Q1 Q2 Q3 Q4 (1) Q1 Q2 Q3 Q4 (In millions, except per share data) Net revenues $ 724.7 $ 758.5 $ 822.2 $ 1,390.6 $ 570.4 $ 642.0 $ 650.2 $ 704.3 Earnings (loss) from continuing operations before income taxes 105.5 136.5 125.2 (162.6 ) 83.0 115.9 135.9 161.2 Net earnings (loss) from continuing operations 84.7 103.1 95.6 (77.9 ) 68.8 90.7 98.3 124.4 Net loss from discontinued operations — — — — — — — (1.0 ) Net earnings (loss) 84.7 103.1 95.6 (77.9 ) 68.8 90.7 98.3 123.4 Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: Continuing 28.6 43.8 37.7 (137.8 ) 18.8 31.5 40.3 64.3 Discontinued — — — — — — — (1.0 ) Net earnings (loss) $ 28.6 $ 43.8 $ 37.7 $ (137.8 ) $ 18.8 $ 31.5 $ 40.3 $ 63.3 Basic net earnings (loss) from continuing operations per share $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) $ 0.39 $ 0.66 $ 0.85 $ 1.31 Basic net earnings (loss) per share $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) $ 0.39 $ 0.66 $ 0.85 $ 1.28 Diluted net earnings (loss) from continuing operations per share $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) $ 0.39 $ 0.65 $ 0.83 $ 1.26 Diluted net earnings (loss) per share $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) $ 0.39 $ 0.65 $ 0.83 $ 1.24 (1) The results of operations for EHH are included beginning December 1, 2016. Fees and expenses associated with the Merger, which includes fees incurred related to the Company's equity issuances and debt financings, was approximately $199.0 million during the quarter ended December 31, 2016. Approximately $94.9 million was capitalized as deferred financing costs, $73.8 million was expensed as transaction costs, and $30.3 million was recorded as debt extinguishment costs during the quarter ended December 31, 2016. |
Description of Business and S32
Description of Business and Summary of Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Noncontrolling Interests | Description of Business and Summary of Accounting Policies Envision Healthcare Corporation (the Company) was formed on June 10, 2016 for the purpose of effecting the merger (the Merger) of AmSurg Corp. (AmSurg) and Envision Healthcare Holdings, Inc. (EHH). Prior to the Merger, the Company did not conduct any activities other than those incidental to its formation and matters in connection with the consummation of the Merger. On December 1, 2016, AmSurg and EHH completed the Merger and the strategic combination of their respective businesses. In connection with the Merger, (i) AmSurg merged with and into the Company, a wholly owned subsidiary of AmSurg, with the Company as the surviving entity and (ii) EHH merged with and into the Company, with the Company as the surviving entity. AmSurg was the accounting acquirer in the Merger; therefore, the historical consolidated financial statements of AmSurg for periods prior to the Merger are considered to be the historical financial statements of the Company. The Company’s consolidated financial statements for 2016 reflect AmSurg’s consolidated financial statements for the period from January 1, 2016 to November 30, 2016, and the Company’s consolidated financial statements for the period from December 1, 2016 to December 31, 2016. The Company manages a broad array of healthcare network solutions, including physician services in the following specialties: emergency department and hospitalist, anesthesia, radiology/tele-radiology and children’s services. The Company also provides complimentary solutions through the medical transportation and ambulatory surgery service lines. The Company has aligned financial results into three reportable segments: physician services, medical transportation and ambulatory services. The physician services segment reflects the combination of AmSurg’s historical physician services segment and EHH’s historical physician services segment. The Company’s medical transportation segment reflects EHH's historical American Medical Response (AMR) segment. The ambulatory services segment reflects AmSurg's historical ambulatory surgery center operations. a. Principles of Consolidation The consolidated financial statements of the Company include its accounts, wholly owned subsidiaries and variable interest entities (VIEs) that the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Reference Note 2 - Variable Interest Entities for further discussion on the considerations related to VIEs. b. Noncontrolling Interests Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company’s equity. However, for instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required. Consolidated net earnings (loss) attributable to the Company and to the noncontrolling interests are identified and presented on the consolidated statements of operations; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. Profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company typically are organized as general partnerships, LLCs or LPs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the Company's consolidated partnerships. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings (loss). However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its income tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. Ambulatory Services Segment The Company, through its wholly owned subsidiaries, owns interests, primarily 51%, in limited liability companies and limited partnerships which own and operate ambulatory surgery centers (ASCs or surgery centers). The Company has variable interests in the LLCs and LPs through its equity ownership interests. Each LLC and LP is considered a VIE due to its structure as a limited partnership or functional equivalent under ASU No. 2015-02. For those LLCs and LPs which the Company consolidates, the Company is considered the primary beneficiary due to the partnership agreements allowing the Company to govern the day-to-day activities and thereby control the most significant economic activities. Unconsolidated Variable Interest Entities The Company also has certain equity interests in unconsolidated affiliates which meet the definition of a VIE. The Company has a variable interest in 22 LLCs and LPs through its equity interests; however, the Company is not the primary beneficiary of these entities as it does not have the power to direct the activities that most significantly impact the entities' economic performance as a result of the Company's shared or lack of control. In each of the investments, the Company is not obligated to contribute any additional capital beyond its initial contribution and its maximum exposure to loss is limited to the initial capital contribution. As a result, the Company has accounted for these investments under the equity method of accounting and net earnings or loss from these investments is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations. Variable Interest Entities GAAP requires variable interest entities to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb the losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company performs ongoing reassessments of (i) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain triggering events, and therefore would be subject to the VIE consolidation framework, and (ii) whether changes in the facts and circumstances regarding the Company’s involvement with a VIE cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively with assets and liabilities of a newly consolidated VIE initially recorded at fair value. During the year ended December 31, 2016 , the Company re-evaluated one of its VIEs previously accounted for as an equity method investment and determined that it is the primary beneficiary due to having the power to direct the majority of activities that most significantly impact the economic performance of the VIE. As a result, the Company consolidated the results of operations of the VIE in the accompanying consolidated balance sheets, statements of operations and statements of cash flows as of and for the period ended July 1, 2016 through December 31, 2016 . Physician Services Segment The physician services segment structures its contractual arrangements for management services in various ways. In most states, a wholly owned subsidiary contracts with hospitals to provide management services. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries along with the accounts of affiliated professional corporations (PCs) with which the Company has management arrangements. The Company's agreements with these PCs provide that the term of the arrangements is permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. The PC structure is necessary in states which prohibit the corporate practice of medicine but this structure is utilized by the Company in the majority of its physician practices regardless of the state the PC operates. The arrangements are captive in nature as a majority of the outstanding voting equity instruments of the PCs are owned by nominee shareholders appointed at the sole discretion of the Company. The nominee shareholder is a medical doctor who is generally a senior corporate employee of the Company. The Company has a contractual right to transfer the ownership of the PCs at any time to any person it designates as the nominee shareholder. The Company has the right to all assets and to receive income, both as ongoing fees and as proceeds from the sale of any interest in the PCs, in an amount that fluctuates based on the performance of the PCs and the change in the fair value of the interest in the PCs. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the PCs and establishes the guidelines for the employment and compensation of the physicians and other employees of the PCs, which is consistent with the operation of the Company's wholly owned subsidiaries. Based on the provisions of these agreements, the Company has determined that the PCs are variable interest entities and that the Company is the primary beneficiary as defined in ASC 810 “Consolidations.” The Company has a variable interest in the PCs through the management contracts and the PCs are considered VIEs due to its equity holder lacking the obligation to absorb expected losses or receive expected residual returns. The contractual arrangement to provide management services allows the Company to direct the economic activities considered most significant to the PC. Accordingly, the Company is the primary beneficiary of the PCs and consolidates the PCs under the variable interest model in ASC 810. The physician services segment also has partnerships with health systems that are considered variable interest entities. The Company consolidates the majority of the partnerships with health systems as the Company is the primary beneficiary due to its ability to direct the majority of activities that most significantly impact the economic performance of the partnership which occurs generally through a management services agreement. Therefore, the results of consolidated partnerships are reflected as a component of the accompanying consolidated balance sheets, statements of operations and statements of cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of three months or less when purchased. Cash and cash equivalents are reflected in the financial statements at cost, which approximates fair value. At December 31, 2016 and 2015 , the Company held restricted cash and cash equivalents of $51.1 million and $27.4 million , respectively, classified within insurance collateral in the accompanying consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company's wholly owned captive insurance companies. |
Parts and Supplies Inventory | Parts and Supplies Inventory Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies and other miscellaneous items are capitalized into inventory and expensed as used on a first-in, first-out basis. |
Related Party Transactions | Related Party Transactions Certain surgery centers in our ambulatory services segment lease space from entities affiliated with their physician partners at negotiated rates that management believes were equal to fair market value at the inception of the leases based on relevant market data. Certain surgery centers reimburse their physician partners for salaries and benefits and billing fees related to time spent by employees of their practices on activities of the centers at current market rates. In addition, certain surgery centers compensate at market rates their physician partners for physician advisory services provided to the surgery centers, including medical director and performance improvement services. Transactions with these related parties were less than 5% of total operating expenses for the years ended December 31, 2016 , 2015 and 2014 . It is the Company’s policy that all transactions by the Company with officers, directors, five percent stockholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications To improve comparability, in connection with the Merger, certain classification changes have been made in the accompanying consolidated financial statements and these notes in prior periods to conform to current year classifications. Additionally, prior year amounts have been reclassified to reflect the adoption of ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” as discussed further under “Recent Accounting Pronouncements.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which will eliminate the transaction and industry-specific revenue recognition guidance under current GAAP and replace it with a principle-based approach using the following steps: identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date” which granted a one-year deferral of this ASU. In 2016, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU 2016-10 “Identifying Performance Obligations and Licensing” • ASU 2016-12 “Narrow-Scope Improvements and Practical Expedients” • ASU 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” The guidance in ASU 2014-09 and the subsequently related ASUs will now be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Due to the Merger, the Company is continuing to assess the method of adoption it expects to utilize. The Company does not believe adoption of the standard will have a material impact on the results of operations or cash flows for the ambulatory services segment. The Company is continuing its evaluation of the impact on the physician services and medical transportation services segments to determine the impact, if any, on the results of operations and cash flows. However, the Company does anticipate that, as a result of certain changes by ASU 2014-09 and the subsequently related ASUs, the majority its provision for uncollectibles will be recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at revenue. In February 2015, the FASB issued ASU No. 2015-02, “Consolidations (Topic 810) - Amendments to the Consolidation Analysis.” The new guidance made amendments to the consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The standard was effective for annual periods beginning after December 15, 2015. The Company adopted this standard effective January 1, 2016 and applied the adoption retrospectively. The adoption of the standard did not result in a change of consolidated subsidiaries nor did it result in any impact to the Company's consolidated financial position, results of operations or cash flows as of and for the year ended December 31, 2016 or for any previous period. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 amended current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-50), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” which incorporated into the Accounting Standards Codification an SEC staff announcement that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standards were effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2016 and accordingly, reclassified $47.2 million of deferred debt issuance costs from intangible assets, net to a reduction in long-term debt at December 31, 2015, in the accompanying balance sheets (see reclassification discussion above). In February 2016, the FASB issued ASU No. 2016-02, “Leases” which amends existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the balance sheet and making changes to lessor accounting. The standard is effective for annual periods beginning after December 15, 2018 with early adoption permitted. The new standard requires a modified retrospective application for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company will adopt the new standard effective January 1, 2019. The Company expects that nearly all leases currently classified as operating leases will be classified as operating leases under the new standard with a right-of-use asset and an obligation recognized on the balance sheet at the adoption date. The Company has not yet determined the impact this ASU will have on the Company's results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” which will change how companies account for certain aspects of share-based payments to employees by requiring companies to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company will adopt the standard effective January 1, 2017. As of December 31, 2016, the Company has approximately $25.0 million recorded in its additional paid in capital pool which will be reclassified into retained earnings upon adoption of this standard. The ASU had no impact on the Company's results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)" which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company adopted this standard retrospectively. As a result, the Company reclassified a cash outflow of approximately $12.4 million from cash flows from operating activities to cash flows from financing activities for the year ended December 31, 2014, related to cash payments for debt extinguishment costs. There was no impact on the year ended December 31, 2015. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (A Consensus of the FASB Emerging Issues Task Force)" which requires entities to show the changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years and is to be adopted retrospectively. The Company has not yet determined the impact this ASU will have on the Company's cash flows. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805) - Clarifying the Definition of a Business" which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment" which eliminates the requirement to calculate the implied fair value of goodwill to measure an impairment charge. Instead, companies will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. |
Revenue Recognition | Due to the nature of the Company's operations, it is required to separate the presentation of its bad debt expense on the consolidated statements of operations. The Company records the portion of its bad debts associated with its physician services and medical transportation services segments as a component of net revenue in the accompanying consolidated statements of operations, and the remaining portion, which is associated with its ambulatory services segment, is recorded as a component of other operating expenses in the accompanying consolidated statements of operations. The bifurcation is a result of the Company's ability to assess the ultimate collection of the patient service revenue associated with its ambulatory services segment before services are provided as those services are pre-scheduled and non-emergent. Revenue Recognition Net revenue primarily consists of fee for service revenue and is derived principally from the provision of physician services and medical transportation to patients of the healthcare facilities and communities served and from facility fees for the procedures performed at surgery centers. Contract revenue and other revenue primarily represents income earned from hospital customers to supplement payments from third-party payors, fire protection service contracts, contract staffing assignments and subscription fees. Revenue is billed to patients for services provided, and the Company receives payments for these services from patients or their third-party payors. Payments for services provided are generally less than billed charges. The Company recognizes fee for service revenue, net of contractual adjustments and provision for uncollectibles, at the time services are provided by healthcare providers. Services provided but not yet billed are estimated and recognized in the period services are provided. Revenue recognized for services provided during the period but are not yet billed based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patients’ healthcare plan, mandated payment rates under the Medicare and Medicaid programs, and historical cash collections. The Company records net revenue from uninsured patients at an estimated realizable value, which includes a provision for uncollectible balances, based on historical cash collections (net of recoveries). The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to collect from third-party payors (including managed care, commercial and governmental payors such as Medicare and Medicaid) and patients insured by these payors. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient's healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries). The provision for uncollectibles includes an estimate of uncollectible balances due from uninsured patients, uncollectible co-pay and deductible balances due from insured patients and special charges, if any, for uncollectible balances due from managed care, commercial and governmental payors. In certain circumstances, federal law requires providers to render emergency medical services to any patient who requires care regardless of their ability to pay. Services to these patients are not considered to be charity care and provisions for uncompensated care for these services are estimated accordingly. Although the Company does provide a level of charity care it is not significant to the Company's net revenues. Estimating net revenue is a complex process, largely due to the volume of transactions, the number and complexity of contracts with payors, the limited availability, at times, of certain patient and payor information at the time services are provided, and the length of time it takes for collections to fully mature. In the period services are provided, the Company estimates gross charges based on: billed services plus an estimate for unbilled services based on pending case data collected, estimates of contractual allowances based on contracted rates and historical or actual cash collections (net of recoveries), when available, and estimates of the provision for uncollectibles based on historical cash collections (net of recoveries) from uninsured patients. The relationship between gross charges and the allowances for both contractual adjustments and provision for uncollectibles is significantly influenced by payor mix, as collections on gross charges may vary significantly depending on whether and with whom the patients the Company provides services to in the period are insured, and the contractual relationships with their payors. Payor mix is subject to change as additional patient and payor information is obtained after the period services are provided. The Company periodically assesses the estimates of unbilled revenue, contractual adjustments, provision for uncollectibles and payor mix for a period of at least one year following the date of service by analyzing actual results, including cash collections, against estimates. Changes in these estimates are charged or credited to the consolidated statement of operations in the period that the assessment is made. Significant changes in payor mix, contractual arrangements with payors, specialty mix, acuity, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on estimates and significantly affect the results of operations and cash flows. Concentration of credit risk with respect to other payors is limited due to the large number of such payors. The Company's billing and accounting systems provide historical trends of cash collections and contractual write-offs, accounts receivable agings and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly as revenues are recognized. These estimates are not, however, established from billing system generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter. The principal exposure for uncollectible fee for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. |
Accounts Receivable | Accounts Receivable The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual adjustments and uncollectible amounts. Some of the factors considered by management in determining the amount of such allowances are the historical trends of cash collections, contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors, changes in payor mix and procedure statistics. Actual collections of accounts receivable in subsequent periods may require changes in the estimated contractual allowance and provision for uncollectibles. The Company tests its analysis by comparing cash collections to net patient revenues and monitoring self-pay utilization. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by the Company’s billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectability of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. The Company also supplements its allowance for doubtful accounts analysis for its physician services segment quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous twelve month period to estimate the allowance for doubtful accounts at a point in time. Changes in these estimates, if any, are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimates may result from unforeseen write-offs of patient or third-party accounts receivable, unsuccessful disputes with managed care payors, adverse macro-economic conditions which limit patients’ ability to meet their financial obligations for the care provided by physicians, or broad changes to government regulations that adversely impact reimbursement rates for services provided by the Company. Significant changes in payor mix, changes in contractual arrangements with payors, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on the Company’s estimates and significantly affect its results of operations and cash flows. Concentration of credit risk is limited by the diversity and number of facilities, patients, payors and by the geographic dispersion of the Company’s operations. |
Acquisitions | Acquisitions The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost except for property and equipment acquired through business acquisitions, which is initially recorded at fair value. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Medical equipment and other includes medical equipment, communication equipment, furniture and fixtures and other capitalizable equipment. Depreciation for property and equipment is recognized under the straight-line method over their estimated useful lives, which are as follows: Property Type Estimated lives Building and building improvements 20 to 40 years Leasehold improvements Shorter of useful life or lease term (1) Medical equipment and other 5 to 10 years Vehicles 5 to 7 years Computer hardware 3 to 5 years (1) Lease term is defined as the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Leases in which the Company includes the renewal options due to the perceived penalty primarily related to surgery centers in the Company's ambulatory services segment. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost, unless such investments are a result of the Company entering into a transaction whereby the Company loses control of a previously controlled entity but retains a noncontrolling interest. Such transactions, which result in the deconsolidation of a previously consolidated entity, are measured at fair value. The fair value measurement utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the retained noncontrolling interest. The fair value determination is generally based on a combination of multiple valuation methods, which can include discounted cash flow, income approach, or market value approach which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. These investments are included as investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. |
Goodwill and Intangible Assets | The Company’s intangible assets include goodwill and other intangibles, which include the fair value of both the customer relationships with hospitals and trade names acquired in the Company's physician services and medical transportation segments. The Company's indefinite-lived intangibles include goodwill, trade names and licenses. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates indefinite-lived intangible assets, including goodwill, for impairment at least on an annual basis and more frequently if certain indicators are encountered. Indefinite-lived intangibles are to be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived intangibles associated with the reporting unit are not considered to be impaired. The Company completed its annual impairment test as of October 1, 2016 , and determined that its indefinite-lived intangibles were not impaired. The Company's finite-lived intangibles include its customer relationships with hospitals, contract values and trade names expected to be retired after a defined length of time. The Company tests its finite-lived intangibles for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The Company's policy is to recognize an impairment charge when the carrying amount is not recoverable and such amount exceeds fair value. |
Amortization of Intangible Assets | Intangible assets consist primarily of customer relationships with hospitals, capitalized software, trade names and certain amortizable and non-amortizable non-compete and customer agreements. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 19.2 Capitalized software 3 to 5 years 4.1 Trade names 1 year 0.9 Agreements, contracts and other 3 to 15 years 4.0 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for the years prior to 2013. With few exceptions, the Company is no longer subject to U.S. state income tax examinations for the years prior to 2012. |
Insurance Reserves | Insurance Reserves Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through wholly owned subsidiaries for certain professional (medical malpractice), auto, workers’ compensation and general liability programs. In those instances where the Company has obtained third-party insurance coverage, the Company normally retains liability for the first $1 to $3 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 2016 . The Company establishes reserves for claims based upon an assessment of claims reported and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims are not discounted. Provisions for insurance expense included in the statements of operations include annual provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers. Insurance Programs Given the nature of the services provided, the Company and its subsidiaries are subject to professional and general liability claims and related lawsuits in the ordinary course of business. The Company maintains professional insurance with third-party insurers generally on a claims-made basis, subject to self-insured retentions, exclusions and other restrictions. A substantial portion of the professional liability loss risks are being provided by a third-party insurer which is fully reinsured by the Company's wholly owned captive insurance subsidiary. The assets, liabilities and results of operations of the wholly owned captive are consolidated in the accompanying consolidated financial statements. The liabilities for self-insurance in the accompanying consolidated balance sheets include estimates of the ultimate costs related to both reported claims on an individual and aggregate basis and unreported claims. The Company also obtains professional liability insurance on a claims-made basis from third-party insurers for its surgery centers and certain of its owned practices and employed physicians. |
Stock Incentive Plans | Stock Incentive Plans Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted using a fair value method. The Company applies the Black-Scholes method of valuation in determining share-based compensation expense for option awards. For performance share units, the Company utilizes the Monte-Carlo method of valuation. For awards with graded vesting schedules, the Company recognizes compensation expense using the accelerated method. Forfeitures are recognized as incurred. |
Earnings per Share | Earnings per Share Basic net earnings (loss) attributable to Envision Healthcare Corporation common stockholders, per common share, excludes dilution and is computed by dividing net earnings (loss) attributable to Envision Healthcare Corporation common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) attributable to Envision Healthcare Corporation common stockholders, per common share is computed by dividing net earnings (loss) attributable to Envision Healthcare Corporation common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (i) upon the vesting of restricted stock awards, restricted stock units and performance stock units as determined under the treasury stock method and (ii) upon conversion of the Company's mandatory convertible preferred stock as determined under the if-converted method. For purposes of calculating diluted earnings (loss) per share, preferred stock dividends have been subtracted from both net earnings (loss) from continuing operations attributable to Envision Healthcare Corporation and net earnings (loss) attributable to Envision Healthcare Corporation common stockholders in periods in which utilizing the if-converted method would be anti-dilutive. |
Segment Reporting | Segment Reporting Prior to the Merger, the Company operated in two major lines of business, physician services and ambulatory services, which had been identified as its operating and reportable segments. Subsequent to the Merger, the Company has aligned financial results into three operating and reportable segments: physician services, medical transportation and ambulatory services. The physician services segment includes the Company’s hospital-based and non-hospital-based physician services business. The medical transportation segment includes the Company's community-based medical transportation services, including emergency "911", non-emergency, managed transportation, air ambulance and disaster response services. The ambulatory services segment includes the Company’s ambulatory surgery business, which acquires, develops, owns and operates ASCs and surgical hospitals in partnership with physicians and health systems. The Company’s financial information by operating segment is prepared on an internal management reporting basis and includes allocations of corporate overhead to each segment. This financial information is used by the chief operating decision maker to allocate resources and assess the performance of the operating segments. The Company’s operating segments have been defined based on the separate financial information that is regularly produced and reviewed by the Company’s chief operating decision maker which is its Chief Executive Officer. |
Description of Business and S33
Description of Business and Summary of Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of the reclassification made to prior period balance sheet is presented below (in millions). December 31, 2015 Consolidated Balance Sheet: Previously reported Reclassification Revised Intangible assets, net $ 1,641.8 $ (47.2 ) $ 1,594.6 Long-term debt 2,405.2 (47.2 ) 2,358.0 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue and Fees by Segment and Major Payors | Net revenue for the Company consists of the following major payors (in millions): Year Ended December 31, 2016 (1) 2015 2014 (2) Medicare $ 806.6 22 % $ 508.6 20 % $ 359.8 22 % Medicaid 212.8 6 96.1 4 45.5 3 Commercial and managed care 2,596.4 70 1,881.2 73 1,174.0 72 Self-pay 714.5 19 217.3 8 105.2 7 Net fee for service revenue 4,330.3 117 2,703.2 105 1,684.5 104 Contract and other revenue 258.4 7 129.8 5 54.4 3 Provision for uncollectibles (892.7 ) (24 ) (266.1 ) (10 ) (117.0 ) (7 ) Net revenue $ 3,696.0 100 % $ 2,566.9 100 % $ 1,621.9 100 % (1) On December 1, 2016, the Company completed the merger with Envision Healthcare Holdings. Accordingly, historical amounts for periods prior to that date are not included. (2) On July 16, 2014, the Company completed the acquisition of Sheridan. Accordingly, historical amounts for periods prior to that date are not included. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A rollforward of the allowance for uncollectible accounts is as follows (in millions): Balance at Beginning of Period Charged to Cost and Expenses Charge-off Against Allowances Balance at End of Period Year ended December 31, 2016 $ 167.4 $ 917.2 $ (432.4 ) $ 652.2 Year ended December 31, 2015 113.4 287.4 (233.4 ) 167.4 Year ended December 31, 2014 27.9 139.3 (53.8 ) 113.4 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The acquisitions completed during the year ended December 31, 2016 consist of the following: Acquired Operations Location Date Acquired Specialty Central Massachusetts Ambulatory Endoscopy Center, LLC Leominster, MA April 2016 Gastroenterology Center of Morehead City, LLC Morehead City, NC May 2016 Multispecialty Nashville Gastrointestinal Specialists, LLC (two locations) Nashville, TN June 2016 Gastroenterology Eastern Shore Endoscopy, LLC Easton, MD August 2016 Gastroenterology Ocean Springs Surgical & Endoscopy Center, LLC Ocean Springs, MS August 2016 Multispecialty Mississippi Coast Endoscopy and Ambulatory Surgery Center, LLC Pascagoula, MS August 2016 Multispecialty The acquisitions completed during the year ended December 31, 2016 consist of the following: Acquired Operations Location Date Acquired Specialty Arizona Perinatal Care Centers Phoenix, AZ March 2016 Children's Services North Florida Anesthesia Consultants, Inc. Jacksonville, FL April 2016 Anesthesia Jandee Anesthesiology Partners, PLLC Ramsey, NJ May 2016 Anesthesia Resolute Anesthesia and Pain Solutions Boca Raton, FL June 2016 Anesthesia AllegiantMD, Inc. Tampa, FL June 2016 Radiology South Lake Anesthesia Services, P.A. Clermont, FL June 2016 Anesthesia Fidere Anesthesia Consultants, Inc. Mountain View, CA September 2016 Anesthesia Ambulatory Anesthesia Associates, Inc. Pittsburgh, PA September 2016 Anesthesia Alabama Neonatology Medicine, P.C. Montgomery, AL December 2016 Children's Services Desert Mountain Consultants in Anesthesia, P.C. Phoenix, AZ December 2016 Anesthesia Oro Valley Anesthesia Tuscon, AZ December 2016 Anesthesia |
Revenues And Net Earnings Associated With Acquisitions | Revenues and net earnings included in the years ended December 31, 2016 and 2015 associated with completed individual acquisitions are as follows (in millions): 2016 2015 Net revenue $ 104.0 $ 179.1 Net earnings 12.3 26.9 Less: Net earnings attributable to noncontrolling interests 2.2 7.4 Net earnings attributable to Envision Healthcare Corporation stockholders $ 10.1 $ 19.5 |
Consolidated Pro Forma Results Of Acquisition | The unaudited consolidated pro forma results for the years ended December 31, 2016 and 2015 , assuming the Merger and all 2016 individual acquisitions had occurred on January 1, 2015 and all 2015 individual acquisitions had been consummated on January 1, 2014 are as follows (in millions): 2016 2015 Net revenue $ 9,758.8 $ 9,295.9 Net earnings attributable to Envision Healthcare Corporation stockholders 232.4 25.7 |
EHH Merger [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisition of EHH are as follows (in millions): 2016 EHH Cash and cash equivalents $ 165.8 Insurance collateral 59.9 Accounts receivable 1,269.6 Supplies inventory 38.7 Prepaid and other current assets 115.8 Property and equipment 375.8 Goodwill 4,520.8 Intangible assets 3,120.8 Other long-term assets 95.0 Accounts payable (63.6 ) Accrued salaries and benefits (338.0 ) Accrued interest (17.3 ) Other accrued liabilities (319.3 ) Deferred income taxes (1,041.5 ) Long term insurance reserves (291.2 ) Other long-term liabilities (62.8 ) Long-term debt (3,063.1 ) Total fair value 4,565.4 Less: Fair value attributable to noncontrolling interests 122.0 Acquisition date fair value of total consideration transferred $ 4,443.4 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the individual acquisitions in the physician services and ambulatory services segments completed during 2016 and 2015 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in millions): 2016 (1) 2015 Accounts receivable $ 28.5 $ 62.2 Supplies inventory 0.8 2.8 Prepaid and other current assets 1.8 18.6 Property and equipment 17.2 15.5 Goodwill 300.8 682.5 Intangible assets 136.8 420.4 Other long-term assets 3.6 0.3 Accounts payable (1.1 ) (3.6 ) Accrued salaries and benefits (5.9 ) (12.8 ) Other accrued liabilities (5.5 ) (19.3 ) Deferred income taxes (27.6 ) (88.7 ) Long term insurance reserves (3.6 ) (13.3 ) Other long-term liabilities (0.6 ) (5.0 ) Long-term debt (12.6 ) (6.0 ) Total fair value 432.6 1,053.6 Less: Fair value attributable to noncontrolling interests 26.9 85.4 Acquisition date fair value of total consideration transferred $ 405.7 $ 968.2 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with acquisitions completed during December 31, 2016 , including subsequent post acquisition date adjustments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure | The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2016 (in millions): 2016 Description: Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries $ 0.4 $ 0.6 $ — $ 1.0 Corporate bonds/Fixed income 22.8 5.5 — 28.3 Corporate equity 14.2 — — 14.2 Liabilities: Contingent consideration — — 1.0 1.0 |
Schedule Of Restricted Cash And Investments | Insurance collateral consisted of the following as of December 31, 2016 and 2015 (in millions): 2016 2015 Available-for-sale securities: U.S. Treasuries $ 1.0 $ — Corporate bonds/Fixed income 28.3 — Corporate equity 14.2 — Total available-for-sale securities 43.5 — Cash deposits and other 51.1 27.4 Total insurance collateral 94.6 27.4 Less long-term portion 7.6 — Insurance collateral $ 87.0 $ 27.4 |
Schedule of Available-for-sale Securities Reconciliation | Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2016 were as follows (in millions): December 31, 2016 Gross Gross Cost Unrealized Unrealized Fair Basis Gains Losses Value Description: U.S. Treasuries $ 1.0 $ — $ — $ 1.0 Corporate bonds/Fixed income 28.3 — — 28.3 Corporate equity 14.4 0.1 (0.3 ) 14.2 Total available-for-sale securities $ 43.7 $ 0.1 $ (0.3 ) $ 43.5 |
Prepaid and Other Current Ass38
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | The following table presents a summary of items comprising prepaid and other current assets in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Prepaid expenses $ 67.1 $ 18.9 Income taxes receivable 63.2 7.9 Other 46.2 18.1 Total prepaid and other current assets $ 176.5 $ 44.9 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Depreciation for property and equipment is recognized under the straight-line method over their estimated useful lives, which are as follows: Property Type Estimated lives Building and building improvements 20 to 40 years Leasehold improvements Shorter of useful life or lease term (1) Medical equipment and other 5 to 10 years Vehicles 5 to 7 years Computer hardware 3 to 5 years (1) Lease term is defined as the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Leases in which the Company includes the renewal options due to the perceived penalty primarily related to surgery centers in the Company's ambulatory services segment. Property and equipment at December 31, 2016 and 2015 were as follows (in millions): 2016 (1) 2015 Land $ 3.2 $ — Building and leasehold improvements 256.5 177.3 Medical equipment and other 341.7 208.8 Vehicles 165.5 — Computer hardware 89.9 28.5 Construction in progress 13.0 8.7 Property and equipment 869.8 423.3 Less accumulated depreciation (274.6 ) (234.1 ) Property and equipment, net $ 595.2 $ 189.2 (1) Property and equipment acquired during the EHH merger has been preliminarily recorded at its fair value as of the merger date, December 1, 2016. See Note 4 for further discussion of the Company's valuation methodology. Amounts recorded are subject to material change as a result of the final purchase price allocation. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows (in millions): Physician Services (1) Medical Transportation (1) Ambulatory Services Total Balance at January 1, 2015 $ 1,490.9 $ — $ 1,890.2 $ 3,381.1 Goodwill acquired, including post acquisition adjustments 469.9 — 204.6 674.5 Goodwill disposed, including impact of deconsolidation transactions (4.1 ) — (81.3 ) (85.4 ) Balance at December 31, 2015 $ 1,956.7 $ — $ 2,013.5 $ 3,970.2 Goodwill acquired, including post acquisition adjustments 3,553.0 1,235.0 63.9 4,851.9 Goodwill disposed, including impact of deconsolidation transactions — — (3.1 ) (3.1 ) Balance at December 31, 2016 $ 5,509.7 $ 1,235.0 $ 2,074.3 $ 8,819.0 (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist primarily of customer relationships with hospitals, capitalized software, trade names and certain amortizable and non-amortizable non-compete and customer agreements. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 19.2 Capitalized software 3 to 5 years 4.1 Trade names 1 year 0.9 Agreements, contracts and other 3 to 15 years 4.0 Intangible assets at December 31, 2016 and 2015 consisted of the following (in millions): 2016 (1) 2015 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 3,905.0 $ (157.4 ) $ 3,747.6 $ 1,380.0 $ (74.5 ) $ 1,305.5 Capitalized software 173.2 (42.8 ) 130.4 71.4 (28.1 ) 43.3 Trade names 25.0 (2.1 ) 22.9 — — — Agreements, contracts and other 13.2 (4.7 ) 8.5 11.3 (2.5 ) 8.8 Total amortizable intangible assets 4,116.4 (207.0 ) 3,909.4 1,462.7 (105.1 ) 1,357.6 Non-amortizable intangible assets: Trade names 670.0 — 670.0 228.0 — 228.0 Licenses 16.5 — 16.5 — — — Restrictive covenant arrangements 9.0 — 9.0 9.0 — 9.0 Total non-amortizable intangible assets 695.5 — 695.5 237.0 — 237.0 Total intangible assets $ 4,811.9 $ (207.0 ) $ 4,604.9 $ 1,699.7 $ (105.1 ) $ 1,594.6 (1) Intangible assets acquired during the EHH merger have been preliminarily recorded at fair value as of the merger date, December 1, 2016. See Note 4 for further discussion of valuation methodology. Amounts recorded are subject to material change as a result of the final purchase price allocation. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The following table presents a summary of items comprising other assets in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Insurance receivable $ 98.7 $ 14.3 Deferred compensation fund 37.1 16.6 Refunds, deposits and escrow 15.5 1.6 Long term notes receivable 1.3 1.8 Other 9.0 4.1 Total other assets $ 161.6 $ 38.4 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Other Accrued Liabilities | The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Insurance reserves $ 134.6 $ 14.3 Deferred revenue 34.1 3.3 Refunds payable 33.6 48.4 Current income taxes payable 1.5 7.9 Other 189.6 26.0 Total other accrued liabilities $ 393.4 $ 99.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Components Of Long-Term Debt | Long-term debt at December 31, 2016 and 2015 consisted of the following (in millions): 2016 2015 Term Loan B - 2023 $ 3,495.0 $ — Senior Unsecured Notes due 2022 (5.625%) 1,100.0 1,100.0 Senior Unsecured Notes due 2022 (5.125%) 750.0 — Senior Unsecured Notes due 2024 (6.25%) 550.0 — Senior Unsecured Notes due 2020 (5.625%) — 250.0 Revolving credit agreement — 175.0 Term Loan B - 2021 — 857.0 Other debt at an average interest rate of 3.5%, due through 2025 20.9 24.9 Capitalized lease arrangements at an average interest rate of 6.4%, due through 2031 33.7 18.7 5,949.6 2,425.6 Less current portion 47.0 20.4 Less net deferred financing costs 111.0 47.2 Long-term debt $ 5,791.6 $ 2,358.0 |
Redemption Price Percentage | Period Redemption Price 2019 104.688 % 2020 103.125 % 2021 101.563 % 2022 and thereafter 100.000 % The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: Period Redemption Price 2017 104.219 % 2018 102.813 % 2019 101.406 % 2020 and thereafter 100.000 % Period Redemption Price 2017 103.884 % 2018 102.563 % 2019 101.281 % 2020 and thereafter 100.000 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Total Income Tax Expense | Total income tax expense (benefit) for the years ended December 31, 2016 , 2015 and 2014 was included within the following sections of the consolidated financial statements as follows (in millions): 2016 2015 2014 Earnings (loss) from continuing operations $ (0.9 ) $ 113.8 $ 48.1 Net loss from discontinued operations — (0.7 ) (0.6 ) Stockholders’ equity (2.1 ) (2.2 ) (3.2 ) Total $ (3.0 ) $ 110.9 $ 44.3 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 was comprised of the following (in millions): 2016 2015 2014 Current: Federal $ 64.8 $ 83.2 $ 8.6 State 11.0 14.3 4.4 Deferred: Federal (66.7 ) 11.7 27.5 State (10.0 ) 4.6 7.6 Income tax expense (benefit) $ (0.9 ) $ 113.8 $ 48.1 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 differed from the amount computed by applying the U.S. federal income tax rate of 35% to earnings or loss before income taxes as a result of the following (in millions): 2016 2015 2014 Statutory federal income tax $ 71.6 $ 173.6 $ 103.0 Less federal income tax assumed directly by noncontrolling interests (79.0 ) (76.4 ) (66.8 ) State income taxes, net of federal income tax benefit 1.0 11.6 6.6 Increase (decrease) in valuation allowances (11.0 ) 0.3 4.7 Transaction-related items 13.5 1.1 2.9 Interest related to unrecognized tax benefits — (0.5 ) (0.2 ) Other 3.0 4.1 (2.1 ) Income tax expense (benefit) $ (0.9 ) $ 113.8 $ 48.1 |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the years ended December 31, 2016 , 2015 and 2014 is as follows (in millions): 2016 2015 2014 Balance at beginning of year $ 3.4 $ 7.3 $ 6.3 Additions for current year acquisitions 14.9 — — Additions for tax positions of current year — — 0.2 Increases (decreases) for tax positions taken during a prior period — (1.0 ) 1.1 Lapse of statute of limitations (1.1 ) (2.9 ) (0.3 ) Balance at end of year $ 17.2 $ 3.4 $ 7.3 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 were as follows (in millions): 2016 2015 Deferred tax assets: Allowance for uncollectible accounts $ 14.8 $ 3.3 Share-based compensation 86.4 10.7 Deferred compensation 48.4 33.1 Accrued liabilities and other 63.4 18.0 Medical malpractice 65.6 19.0 Operating and capital loss carryforwards 115.0 29.7 Valuation allowances (23.0 ) (21.8 ) Total deferred tax assets 370.6 92.0 Deferred tax liabilities: Prepaid expenses and other 7.0 1.8 Accrual to cash 172.8 10.3 Attribute reduction 50.5 — Property and equipment 112.8 16.8 Intangible assets 1,708.2 762.6 Total deferred tax liabilities 2,051.3 791.5 Net deferred tax liabilities $ 1,680.7 $ 699.5 |
Insurance Reserves (Tables)
Insurance Reserves (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Professional Liabilities | At December 31, 2016 , the Company's accrued insurance reserves are presented in the accompanying consolidated balance sheets as a component of other accrued liabilities and insurance reserves as follows (in millions): 2016 2015 Third-party insurance reserves $ 111.4 $ 33.2 Estimated losses under self-insured programs 197.2 28.5 Incurred but not reported losses 196.5 20.5 Total accrued insurance reserves 505.1 82.2 Less estimated losses payable within one year 134.6 14.3 Total $ 370.5 $ 67.9 |
Schedule of Self Insurance Reserve Roll Forward | The changes to the Company's estimated losses under insurance programs as of December 31, 2016 and 2015 were as follows (in millions): 2016 2015 Balance, beginning of year $ 82.2 $ 58.9 Assumed liabilities through acquisitions 405.5 13.3 Provision related to current period reserves 30.3 15.9 Payments for current period reserves (1.5 ) (4.5 ) Benefit related to changes in prior period reserves (0.9 ) (0.4 ) Payments for prior period reserves (19.5 ) (8.9 ) Change in third-party insurance reserves 14.4 9.2 Other, net (5.4 ) (1.3 ) Balance, end of year $ 505.1 $ 82.2 |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-term Liabilities | The following table presents a summary of items comprising other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 (in millions): 2016 2015 Deferred compensation liabilities $ 36.0 $ 15.8 Deferred rent 33.6 19.0 Tax-effected unrecognized benefits 17.2 3.4 Other 54.2 9.4 Other long-term liabilities $ 141.0 $ 47.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Future Minimum Lease Payment Schedule | Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2016 were as follows (in millions): Year Ended December 31, Capital Leases Operating Leases 2017 $ 6.4 $ 117.9 2018 5.3 99.6 2019 3.8 91.6 2020 3.3 82.6 2021 3.1 76.6 Thereafter 29.5 392.9 Total minimum rentals 51.4 $ 861.2 Less amounts representing interest at an average interest rate of 6.4% 17.7 Capital lease obligations $ 33.7 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule Of Changes In Non-Vested Restricted Shares | A summary of the status of and changes for non-vested restricted stock unit awards for the periods presented below is summarized as follows: Weighted Number Average of Awards Grant Price Non-vested awards at January 1, 2014 743,869 $ 26.54 Awards granted 272,780 43.12 Awards vested (336,160 ) 25.69 Awards forfeited (12,380 ) 38.94 Non-vested awards at December 31, 2014 668,109 $ 33.51 Awards granted 313,498 56.19 Awards vested (233,831 ) 28.19 Awards forfeited (13,675 ) 42.15 Non-vested awards at December 31, 2015 734,101 $ 44.73 Awards converted as part of the Merger 145,118 68.12 Awards granted 662,146 72.78 Awards vested (282,597 ) 40.75 Awards forfeited (18,242 ) 61.97 Non-vested awards at December 31, 2016 1,240,526 $ 63.09 |
Schedule Of Stock Option Activity | A summary of stock option activity for the periods presented below is summarized as follows: Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Term (in years) Outstanding at January 1, 2014 270,464 $ 23.16 2.5 Options exercised with total intrinsic value of $2.6 million (111,743 ) 23.53 Outstanding at December 31, 2014 158,721 $ 22.89 1.7 Options exercised with total intrinsic value of $4.9 million (113,220 ) 22.81 Options terminated (11,750 ) 23.42 Outstanding at December 31, 2015 33,751 $ 22.98 1.1 Options converted at Merger date 3,525,027 20.80 5.2 Options exercised with total intrinsic value of $1.6 million (40,408 ) 18.39 Options canceled (7,256 ) 27.49 Outstanding at December 31, 2016 with an aggregate intrinsic value of $157.1 million 3,511,114 $ 20.81 5.1 Vested and Exercisable at December 31, 2016 with an aggregate intrinsic value of $156.3 million 2,952,274 $ 12.62 4.4 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option award converted as part of the merger was calculated on the merger date, using the Black-Scholes valuation model with the following assumptions indicated in the below table. The volatility assumptions were based on the historical stock volatility of the Company. Volatility 31.9% Risk free rate 0.82% - 1.90% Expected term of options in years 1.0 - 5.0 Expected dividend yield 0% |
Share-Based Activity | Other information pertaining to share-based activity for the years ended December 31, 2016 , 2015 and 2014 was as follows (in millions): 2016 2015 2014 Share-based compensation expense $ 29.4 $ 15.0 $ 10.1 Fair value of shares vested 20.7 13.2 15.1 Cash received from option exercises 0.7 2.6 2.6 Tax benefit from option exercises 3.9 4.0 3.2 |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominators of basic and diluted earnings (loss) per share (dollars in millions, except per share amounts): Earnings (Loss) Shares (in thousands) Per Share (Numerator) (Denominator) Amount For the year ended December 31, 2016: Net loss from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) $ (27.7 ) 59,002 $ (0.47 ) For the year ended December 31, 2015: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) $ 154.9 48,058 $ 3.22 Preferred stock dividends 9.1 — Effect of dilutive securities, options and non-vested shares — 3,554 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 164.0 51,612 $ 3.18 For the year ended December 31, 2014: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) $ 50.8 39,311 $ 1.29 Effect of dilutive securities, options and non-vested shares — 314 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 50.8 39,625 $ 1.28 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents financial information for each reportable segment (in millions): Year ended December 31, 2016 2015 2014 Net Revenue: Physician Services (1) (3) $ 2,229.7 $ 1,336.8 $ 512.0 Medical Transportation (3) 198.1 — — Ambulatory Services 1,268.2 1,230.1 1,109.9 Total $ 3,696.0 $ 2,566.9 $ 1,621.9 Adjusted Segment EBITDA: Physician Services (1) (3) $ 366.3 $ 266.1 $ 107.0 Medical Transportation (3) 24.6 — — Ambulatory Services 240.1 226.2 197.5 Total $ 631.0 $ 492.3 $ 304.5 Adjusted Segment EBITDA: $ 631.0 $ 492.3 $ 304.5 Earnings from continuing operations attributable to noncontrolling interests 224.1 218.2 190.8 Interest expense, net (142.4 ) (121.5 ) (83.3 ) Depreciation and amortization (149.9 ) (97.5 ) (60.3 ) Share-based compensation (29.4 ) (15.0 ) (10.1 ) Net change in fair value of contingent consideration 2.6 (8.8 ) — Transaction and integration costs (80.0 ) (8.4 ) (33.9 ) Debt extinguishment costs (30.3 ) — (16.9 ) Impairment charges (221.3 ) — — Net gain on deconsolidations 5.7 36.7 3.4 Purchase accounting adjustments (5.5 ) — — Earnings from continuing operations before income taxes $ 204.6 $ 496.0 $ 294.2 Acquisition and Capital Expenditures: Physician Services (1) (3) $ 406.4 $ 854.4 $ 28.9 Medical Transportation (3) 10.0 — — Ambulatory Services (2) 77.4 168.6 81.2 Total $ 493.8 $ 1,023.0 $ 110.1 2016 2015 Assets: Physician Services $ 10,662.9 $ 3,937.0 Medical Transportation (3) 3,355.1 — Ambulatory Services 2,690.9 2,562.3 Total $ 16,708.9 $ 6,499.3 (1) On July 16, 2014, the Company completed the acquisition of Sheridan. Accordingly, historical amounts for periods prior to that date are not included. (2) Excludes the purchase price to acquire Sheridan in 2014. (3) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. |
Financial Information for the50
Financial Information for the Company and Its Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet - December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets (1) Current assets: Cash and cash equivalents $ 41.6 $ 59.7 $ 230.3 $ — $ 331.6 Insurance collateral — 0.8 86.2 — 87.0 Accounts receivable, net — 739.4 1,015.6 — 1,755.0 Supplies inventory — 37.8 23.4 — 61.2 Prepaid and other current assets 21.2 99.7 56.6 (1.0 ) 176.5 Total current assets 62.8 937.4 1,412.1 (1.0 ) 2,411.3 Property and equipment, net 11.6 390.9 192.7 — 595.2 Investments in and advances to affiliates 11,626.9 2,253.1 — (13,763.1 ) 116.9 Intercompany receivable 2,324.9 291.2 — (2,616.1 ) — Goodwill — 3,795.6 — 5,023.4 8,819.0 Intangible assets, net 12.8 3,019.0 1,573.1 — 4,604.9 Other assets 31.3 81.6 59.4 (10.7 ) 161.6 Total assets $ 14,070.3 $ 10,768.8 $ 3,237.3 $ (11,367.5 ) $ 16,708.9 Liabilities and Equity (1) Current liabilities: Current portion of long-term debt $ 35.0 $ 1.0 $ 11.0 $ — $ 47.0 Accounts payable 5.0 65.5 30.8 — 101.3 Accrued salaries and benefits 13.4 263.5 284.3 — 561.2 Accrued interest 51.4 — — — 51.4 Other accrued liabilities 3.9 287.6 102.9 (1.0 ) 393.4 Total current liabilities 108.7 617.6 429.0 (1.0 ) 1,154.3 Long-term debt, net of deferred financing costs 5,749.0 1.7 40.9 — 5,791.6 Deferred income taxes 1,446.9 — 233.8 — 1,680.7 Insurance reserves 4.2 219.2 147.1 — 370.5 Other long-term liabilities 30.4 71.7 38.9 — 141.0 Intercompany payable — 2,290.1 326.0 (2,616.1 ) — Noncontrolling interests – redeemable — — 70.5 112.4 182.9 Equity: Total Envision Healthcare Corporation equity 6,731.1 7,568.5 1,745.7 (9,314.2 ) 6,731.1 Noncontrolling interests – non-redeemable — — 205.4 451.4 656.8 Total equity 6,731.1 7,568.5 1,951.1 (8,862.8 ) 7,387.9 Total liabilities and equity $ 14,070.3 $ 10,768.8 $ 3,237.3 $ (11,367.5 ) $ 16,708.9 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with the Merger. Condensed Consolidating Balance Sheet - December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 20.4 $ 24.5 $ 61.8 $ — $ 106.7 Insurance collateral — — 27.4 — 27.4 Accounts receivable, net — 140.7 196.6 — 337.3 Supplies inventory — — 21.4 — 21.4 Prepaid and other current assets 14.0 14.7 22.6 (6.4 ) 44.9 Total current assets 34.4 179.9 329.8 (6.4 ) 537.7 Property and equipment, net 12.5 13.2 163.5 — 189.2 Investments in and advances to affiliates 3,771.5 1,769.5 — (5,371.8 ) 169.2 Intercompany receivable 1,466.6 — — (1,466.6 ) — Goodwill — 1,188.7 — 2,781.5 3,970.2 Intangible assets, net 12.8 1,127.3 454.5 — 1,594.6 Other assets 21.2 14.7 2.5 — 38.4 Total assets $ 5,319.0 $ 4,293.3 $ 950.3 $ (4,063.3 ) $ 6,499.3 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8.7 $ — $ 11.7 $ — $ 20.4 Accounts payable 2.8 3.7 26.1 — 32.6 Accrued salaries and benefits 31.5 106.6 64.4 — 202.5 Accrued interest 30.5 — — — 30.5 Other accrued liabilities — 72.3 34.0 (6.4 ) 99.9 Total current liabilities 73.5 182.6 136.2 (6.4 ) 385.9 Long-term debt, net of deferred financing costs 2,326.1 — 31.9 — 2,358.0 Deferred income taxes 605.6 — 93.9 — 699.5 Insurance reserves — 67.9 — — 67.9 Other long-term liabilities 20.4 6.9 20.3 — 47.6 Intercompany payable — 1,443.2 23.4 (1,466.6 ) — Noncontrolling interests – redeemable — — 63.0 112.7 175.7 Equity: Total Envision Healthcare Corporation equity 2,293.4 2,592.7 534.0 (3,126.7 ) 2,293.4 Noncontrolling interests – non-redeemable — — 47.6 423.7 471.3 Total equity 2,293.4 2,592.7 581.6 (2,703.0 ) 2,764.7 Total liabilities and equity $ 5,319.0 $ 4,293.3 $ 950.3 $ (4,063.3 ) $ 6,499.3 |
Condensed Consolidating Statement of Earnings | Condensed Consolidating Statement of Operations - Year Ended December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 30.8 $ 1,405.9 $ 2,309.7 $ (50.4 ) $ 3,696.0 Operating expenses: Salaries and benefits 90.3 1,015.7 1,038.1 (6.3 ) 2,137.8 Supply cost — 8.4 194.4 202.8 Insurance expense 2.6 47.1 42.7 (1.9 ) 90.5 Other operating expenses 21.5 61.5 426.0 (42.2 ) 466.8 Transaction and integration costs 27.2 52.7 0.1 — 80.0 Impairment charges — 221.3 — — 221.3 Depreciation and amortization 4.5 87.5 57.9 — 149.9 Total operating expenses 146.1 1,494.2 1,759.2 (50.4 ) 3,349.1 Net gain (loss) on disposals and deconsolidations — 6.6 (0.9 ) — 5.7 Equity in earnings of affiliates 114.0 299.2 — (389.5 ) 23.7 Operating income (1.3 ) 217.5 549.6 (389.5 ) 376.3 Interest expense (income), net (8.5 ) 112.7 38.2 — 142.4 Debt extinguishment costs 30.3 — — — 30.3 Other income, net 1.0 — — — 1.0 Earnings from continuing operations before income taxes (22.1 ) 104.8 511.4 (389.5 ) 204.6 Income tax expense (benefit) (3.5 ) (10.3 ) 12.9 — (0.9 ) Net earnings (loss) (18.6 ) 115.1 498.5 (389.5 ) 205.5 Net earnings attributable to noncontrolling interests — 1.1 223.0 — 224.1 Net earnings (loss) attributable to Envision Healthcare Corporation stockholders (18.6 ) 114.0 275.5 (389.5 ) (18.6 ) Preferred stock dividends (9.1 ) — — — (9.1 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (27.7 ) $ 114.0 $ 275.5 $ (389.5 ) $ (27.7 ) Comprehensive income (loss) attributable to Envision Healthcare Corporation $ (18.6 ) $ 113.8 $ 275.5 $ (389.5 ) $ (18.8 ) Condensed Consolidating Statement of Operations - Year Ended December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 28.6 $ 817.1 $ 1,799.9 $ (78.7 ) $ 2,566.9 Operating expenses: Salaries and benefits 69.1 590.2 660.6 (0.5 ) 1,319.4 Supply cost — 1.6 182.7 (0.1 ) 184.2 Insurance expense 1.0 26.8 29.1 — 56.9 Other operating expenses 23.6 73.6 316.8 (78.1 ) 335.9 Transaction and integration costs 1.8 6.6 — — 8.4 Depreciation and amortization 3.9 42.0 51.6 — 97.5 Total operating expenses 99.4 740.8 1,240.8 (78.7 ) 2,002.3 Net gain (loss) on disposals and deconsolidations — 37.3 (0.6 ) — 36.7 Equity in earnings of affiliates 312.7 321.3 — (617.8 ) 16.2 Operating income 241.9 434.9 558.5 (617.8 ) 617.5 Interest expense, net 41.1 66.9 13.5 — 121.5 Earnings from continuing operations before income taxes 200.8 368.0 545.0 (617.8 ) 496.0 Income tax expense 36.8 55.3 21.7 — 113.8 Net earnings from continuing operations 164.0 312.7 523.3 (617.8 ) 382.2 Net loss from discontinued operations (1.0 ) — — — (1.0 ) Net earnings 163.0 312.7 523.3 (617.8 ) 381.2 Less net earnings attributable to noncontrolling interests — — 218.2 — 218.2 Net earnings attributable to Envision Healthcare Corporation stockholders 163.0 312.7 305.1 (617.8 ) 163.0 Preferred stock dividends (9.1 ) — — — (9.1 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 153.9 $ 312.7 $ 305.1 $ (617.8 ) $ 153.9 Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings from continuing operations, net of income tax $ 154.9 $ 312.7 $ 305.1 $ (617.8 ) $ 154.9 Loss from discontinued operations, net of income tax (1.0 ) — — — (1.0 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 153.9 $ 312.7 $ 305.1 $ (617.8 ) $ 153.9 Comprehensive income attributable to Envision Healthcare Corporation $ 163.0 $ 312.7 $ 305.1 $ (617.8 ) $ 163.0 Condensed Consolidating Statement of Earnings - Year Ended December 31, 2014 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 24.8 $ 308.5 $ 1,312.9 $ (24.3 ) $ 1,621.9 Operating expenses: Salaries and benefits 65.7 228.3 411.2 (5.7 ) 699.5 Supply cost — 0.9 163.4 — 164.3 Insurance expense 0.9 12.8 15.6 — 29.3 Other operating expenses 17.8 3.2 248.3 (18.6 ) 250.7 Transaction and integration costs 29.0 4.9 — — 33.9 Depreciation and amortization 4.0 23.7 32.6 — 60.3 Total operating expenses 117.4 273.8 871.1 (24.3 ) 1,238.0 Net gain on disposals and deconsolidations — 3.4 — — 3.4 Equity in earnings of affiliates 216.6 236.0 — (445.5 ) 7.1 Operating income 124.0 274.1 441.8 (445.5 ) 394.4 Interest expense, net 48.0 33.0 2.3 — 83.3 Debt extinguishment costs 16.9 — — — 16.9 Earnings from continuing operations before income taxes 59.1 241.1 439.5 (445.5 ) 294.2 Income tax expense 8.1 24.5 15.5 — 48.1 Net earnings from continuing operations 51.0 216.6 424.0 (445.5 ) 246.1 Net earnings (loss) from discontinued operations 2.7 — (4.0 ) — (1.3 ) Net earnings 53.7 216.6 420.0 (445.5 ) 244.8 Net earnings attributable to noncontrolling interests — — 191.1 — 191.1 Net earnings attributable to Envision Healthcare Corporation stockholders 53.7 216.6 228.9 (445.5 ) 53.7 Preferred stock dividends (4.5 ) — — — (4.5 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 49.2 $ 216.6 $ 228.9 $ (445.5 ) $ 49.2 Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings from continuing operations, net of income tax $ 46.5 $ 216.6 $ 233.2 $ (445.5 ) $ 50.8 Earnings (loss) from discontinued operations, net of income tax 2.7 — (4.3 ) — (1.6 ) Net earnings attributable to Envision Healthcare Corporation common stockholders $ 49.2 $ 216.6 $ 228.9 $ (445.5 ) $ 49.2 Comprehensive income attributable to Envision Healthcare Corporation $ 53.7 $ 216.6 $ 228.9 $ (445.5 ) $ 53.7 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 80.7 $ 240.0 $ 567.2 $ (468.1 ) $ 419.8 Cash flows from investing activities: Acquisitions and related transactions (388.5 ) (398.2 ) — 392.4 (394.3 ) Acquisition of property and equipment (1.4 ) (60.8 ) (37.3 ) — (99.5 ) Increase in cash due to merger — 50.4 115.4 — 165.8 Increase in cash due to consolidation of previously unconsolidated affiliates — — 31.4 — 31.4 Purchases of marketable securities — — (1.6 ) — (1.6 ) Maturities of marketable securities — — 3.8 — 3.8 Other — (17.4 ) 8.1 — (9.3 ) Net cash flows provided by (used in) investing activities (389.9 ) (426.0 ) 119.8 392.4 (303.7 ) Cash flows from financing activities: Proceeds from long-term borrowings 4,500.0 — 9.2 — 4,509.2 Repayment on long-term borrowings (4,045.6 ) (0.1 ) (16.4 ) — (4,062.1 ) Distributions to owners, including noncontrolling interests — (215.0 ) (480.9 ) 468.0 (227.9 ) Capital contributions — 388.5 — (388.5 ) — Financing cost incurred (103.4 ) — — — (103.4 ) Changes in intercompany balances with affiliates, net (11.4 ) 45.0 (33.6 ) — — Other financing activities, net (9.2 ) 2.8 3.2 (3.8 ) (7.0 ) Net cash flows provided by (used in) financing activities 330.4 221.2 (518.5 ) 75.7 108.8 Net increase in cash and cash equivalents 21.2 35.2 168.5 — 224.9 Cash and cash equivalents, beginning of period 20.4 24.5 61.8 — 106.7 Cash and cash equivalents, end of period $ 41.6 $ 59.7 $ 230.3 $ — $ 331.6 Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2015 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 40.4 $ 353.6 $ 490.2 $ (346.2 ) $ 538.0 Cash flows from investing activities: Acquisitions and related transactions (757.8 ) (969.2 ) — 764.3 (962.7 ) Acquisition of property and equipment (5.9 ) (23.0 ) (31.4 ) — (60.3 ) Purchases of marketable securities — — (3.9 ) — (3.9 ) Maturities of marketable securities — — 4.2 — 4.2 Other — 4.2 1.7 — 5.9 Net cash flows used in investing activities (763.7 ) (988.0 ) (29.4 ) 764.3 (1,016.8 ) Cash flows from financing activities: Proceeds from long-term borrowings 546.0 — 14.1 — 560.1 Repayment on long-term borrowings (379.7 ) — (12.9 ) — (392.6 ) Distributions to owners, including noncontrolling interests — (109.9 ) (451.2 ) 346.2 (214.9 ) Capital contributions — 757.8 — (757.8 ) — Proceeds from common stock offering 466.8 — — — 466.8 Payments of equity issuance costs (19.1 ) — — — (19.1 ) Financing cost incurred (1.1 ) — — — (1.1 ) Changes in intercompany balances with affiliates, net 5.0 — (5.0 ) — — Other financing activities, net (8.6 ) (9.8 ) 3.1 (6.5 ) (21.8 ) Net cash flows provided by (used in) financing activities 609.3 638.1 (451.9 ) (418.1 ) 377.4 Net increase (decrease) in cash and cash equivalents (114.0 ) 3.7 8.9 — (101.4 ) Cash and cash equivalents, beginning of period 134.4 20.8 52.9 — 208.1 Cash and cash equivalents, end of period $ 20.4 $ 24.5 $ 61.8 $ — $ 106.7 Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2014 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by operating activities $ 109.1 $ 295.8 $ 433.5 $ (413.6 ) $ 424.8 Cash flows from investing activities: Acquisitions and related transactions (2,124.1 ) (2,188.2 ) 1.5 2,126.7 (2,184.1 ) Acquisition of property and equipment (7.9 ) (9.9 ) (22.4 ) — (40.2 ) Purchases of marketable securities — — (6.5 ) — (6.5 ) Maturities of marketable securities — — 3.5 — 3.5 Other (3.1 ) 0.4 4.9 — 2.2 Net cash flows used in investing activities (2,135.1 ) (2,197.7 ) (19.0 ) 2,126.7 (2,225.1 ) Cash flows from financing activities: Proceeds from long-term borrowings 2,040.0 — 9.0 — 2,049.0 Repayment on long-term borrowings (396.5 ) — (12.0 ) — (408.5 ) Distributions to owners, including noncontrolling interests — (202.2 ) (401.5 ) 413.6 (190.1 ) Capital contributions — 2,124.1 — (2,124.1 ) — Proceeds from preferred stock offering 172.5 — — — 172.5 Proceeds from common stock offering 439.9 — — — 439.9 Payments of equity issuance costs (24.5 ) — — — (24.5 ) Financing cost incurred (78.2 ) — — — (78.2 ) Changes in intercompany balances with affiliates, net 3.0 — (3.0 ) — — Other financing activities, net (2.5 ) 0.8 1.8 (2.6 ) (2.5 ) Net cash flows provided by (used in) financing activities 2,153.7 1,922.7 (405.7 ) (1,713.1 ) 1,957.6 Net increase (decrease) in cash and cash equivalents 127.7 20.8 8.8 — 157.3 Cash and cash equivalents, beginning of period 6.7 — 44.1 — 50.8 Cash and cash equivalents, end of period $ 134.4 $ 20.8 $ 52.9 $ — $ 208.1 |
Quarterly Statement of Operat51
Quarterly Statement of Operations Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly Statement of Operations Data (Unaudited) The following table presents certain quarterly statement of earnings data for the years ended December 31, 2016 and 2015 . The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. 2016 2015 Q1 Q2 Q3 Q4 (1) Q1 Q2 Q3 Q4 (In millions, except per share data) Net revenues $ 724.7 $ 758.5 $ 822.2 $ 1,390.6 $ 570.4 $ 642.0 $ 650.2 $ 704.3 Earnings (loss) from continuing operations before income taxes 105.5 136.5 125.2 (162.6 ) 83.0 115.9 135.9 161.2 Net earnings (loss) from continuing operations 84.7 103.1 95.6 (77.9 ) 68.8 90.7 98.3 124.4 Net loss from discontinued operations — — — — — — — (1.0 ) Net earnings (loss) 84.7 103.1 95.6 (77.9 ) 68.8 90.7 98.3 123.4 Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: Continuing 28.6 43.8 37.7 (137.8 ) 18.8 31.5 40.3 64.3 Discontinued — — — — — — — (1.0 ) Net earnings (loss) $ 28.6 $ 43.8 $ 37.7 $ (137.8 ) $ 18.8 $ 31.5 $ 40.3 $ 63.3 Basic net earnings (loss) from continuing operations per share $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) $ 0.39 $ 0.66 $ 0.85 $ 1.31 Basic net earnings (loss) per share $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) $ 0.39 $ 0.66 $ 0.85 $ 1.28 Diluted net earnings (loss) from continuing operations per share $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) $ 0.39 $ 0.65 $ 0.83 $ 1.26 Diluted net earnings (loss) per share $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) $ 0.39 $ 0.65 $ 0.83 $ 1.24 (1) The results of operations for EHH are included beginning December 1, 2016. Fees and expenses associated with the Merger, which includes fees incurred related to the Company's equity issuances and debt financings, was approximately $199.0 million during the quarter ended December 31, 2016. Approximately $94.9 million was capitalized as deferred financing costs, $73.8 million was expensed as transaction costs, and $30.3 million was recorded as debt extinguishment costs during the quarter ended December 31, 2016. |
Description of Business and S52
Description of Business and Summary of Accounting Policies (Details) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2016USD ($)segment | Nov. 30, 2016segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reportable segments | segment | 3 | 2 | 3 | |||
Intangible assets, net | $ 4,604.9 | $ 4,604.9 | $ 1,594.6 | |||
Long-term debt | 5,791.6 | 5,791.6 | 2,358 | |||
Deferred financing costs | 111 | $ 111 | $ 47.2 | |||
Operating Expense [Member] | Transactions with Related Party Concentration Risk [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Transactions with related parties, operating expenses, percent (less than) | 5.00% | 5.00% | 5.00% | |||
Previously reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible assets, net | $ 1,641.8 | |||||
Long-term debt | 2,405.2 | |||||
Accounting Standards Update 2015-03 [Member] | Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible assets, net | (47.2) | |||||
Long-term debt | (47.2) | |||||
Intangible Assets, Net (Excluding Goodwill) [Member] | Accounting Standards Update 2015-03 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred financing costs | (47.2) | |||||
Subsequent Event [Member] | Additional Paid-in Capital [Member] | Accounting Standards Update 2016-09 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of new accounting principle in period of adoption | $ (25) | |||||
Subsequent Event [Member] | Retained Earnings [Member] | Accounting Standards Update 2016-09 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of new accounting principle in period of adoption | $ 25 | |||||
Cash Flows From Operating Activities [Member] | Accounting Standards Update 2016-15 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of new accounting principle in period of adoption | $ (12.4) | |||||
Cash Flows From Financing Activities [Member] | Accounting Standards Update 2016-15 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of new accounting principle in period of adoption | $ 12.4 | |||||
Restricted Cash [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cash Deposits And Other | $ 51.1 | $ 51.1 | $ 27.4 |
Variable Interest Entitites (De
Variable Interest Entitites (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($)center | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)center | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | |||||||||||
Revenues | $ 1,390.6 | $ 822.2 | $ 758.5 | $ 724.7 | $ 704.3 | $ 650.2 | $ 642 | $ 570.4 | $ 3,696 | $ 2,566.9 | $ 1,621.9 |
Receivables from VIEs included in other current assets | 176.5 | 44.9 | 176.5 | 44.9 | |||||||
Variable Interest Entity, Not Primary Beneficiary [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Revenues | 13.7 | 16 | 6.6 | ||||||||
Receivables from VIEs included in other current assets | 6.1 | 6 | 6.1 | 6 | |||||||
Physician Services [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Revenues | 2,229.7 | 1,336.8 | 512 | ||||||||
Physician Services [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Assets VIE | 1,310 | 372.1 | 1,310 | 372.1 | |||||||
Liabilities VIE | 1,100 | 193.9 | 1,100 | 193.9 | |||||||
Restricted use assets of VIEs | 215.7 | 215.7 | |||||||||
Ambulatory Services [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Revenues | 1,268.2 | 1,230.1 | $ 1,109.9 | ||||||||
Ambulatory Services [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Assets VIE | 388.1 | 368 | 388.1 | 368 | |||||||
Liabilities VIE | 117.9 | 105.1 | 117.9 | 105.1 | |||||||
Restricted use assets of VIEs | 185.5 | 176.8 | 185.5 | 176.8 | |||||||
Debt of VIEs guaranteed by AmSurg | $ 14.7 | $ 21.7 | $ 14.7 | $ 21.7 | |||||||
Nonconsolidated [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of centers with ownership interest of less than 51% | center | 22 | 22 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue, Major Customer [Line Items] | |||||||||||
Provision for uncollectibles | $ (917.2) | $ (287.4) | $ (139.3) | ||||||||
Net revenue | $ 1,390.6 | $ 822.2 | $ 758.5 | $ 724.7 | $ 704.3 | $ 650.2 | $ 642 | $ 570.4 | 3,696 | 2,566.9 | 1,621.9 |
Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | 2,703.2 | 1,684.5 | |||||||||
Contract and other revenue | 129.8 | 54.4 | |||||||||
Provision for uncollectibles | (266.1) | (117) | |||||||||
Net revenue | 2,229.7 | 1,336.8 | 512 | ||||||||
Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | 4,330.3 | ||||||||||
Contract and other revenue | 258.4 | ||||||||||
Provision for uncollectibles | (892.7) | ||||||||||
Ambulatory Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net revenue | 1,268.2 | 1,230.1 | 1,109.9 | ||||||||
Medicare [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 508.6 | $ 359.8 | |||||||||
Percent of net revenue, over | 20.00% | 22.00% | |||||||||
Medicare [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 806.6 | ||||||||||
Percent of net revenue, over | 22.00% | ||||||||||
Medicaid [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 96.1 | $ 45.5 | |||||||||
Percent of net revenue, over | 4.00% | 3.00% | |||||||||
Medicaid [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 212.8 | ||||||||||
Percent of net revenue, over | 6.00% | ||||||||||
Commercial and managed care [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 1,881.2 | $ 1,174 | |||||||||
Percent of net revenue, over | 73.00% | 72.00% | |||||||||
Commercial and managed care [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 2,596.4 | ||||||||||
Percent of net revenue, over | 70.00% | ||||||||||
Self-pay [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 217.3 | $ 105.2 | |||||||||
Percent of net revenue, over | 8.00% | 7.00% | |||||||||
Self-pay [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 714.5 | ||||||||||
Percent of net revenue, over | 19.00% | ||||||||||
Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 100.00% | 100.00% | |||||||||
Sales Revenue, Net [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 100.00% | ||||||||||
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 105.00% | 104.00% | |||||||||
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 117.00% | ||||||||||
Contract and Other Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 5.00% | 3.00% | |||||||||
Contract and Other Revenue [Member] | Sales Revenue, Net [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 7.00% | ||||||||||
Provision for Uncollectibles [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 10.00% | 7.00% | |||||||||
Provision for Uncollectibles [Member] | Sales Revenue, Net [Member] | Physician Services and Medical Transportation Segments [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percent of net revenue, over | 24.00% | ||||||||||
Other Operating Expenses [Member] | Ambulatory Services [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Provision for uncollectibles | $ (24.5) | $ (21.3) | $ (21.9) |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $ 167.4 | $ 113.4 | $ 27.9 |
Charged to Cost and Expenses | 917.2 | 287.4 | 139.3 |
Charge-off Against Allowances | (432.4) | (233.4) | (53.8) |
Balance at End of Period | $ 652.2 | $ 167.4 | $ 113.4 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)physician_practicecenter | Dec. 31, 2015USD ($)physician_practicecenter | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |||
Debt extinguishment costs | $ 30,300 | $ 0 | $ 16,900 |
Goodwill deductible for tax purposes | 148,100 | 295,700 | |
Transaction and integration costs | 80,000 | 8,400 | 33,900 |
Acquisitions and related expenses, net | 394,300 | $ 962,700 | $ 2,184,100 |
EHH Merger [Member] | |||
Business Acquisition [Line Items] | |||
Debt extinguishment costs | $ 30,300 | ||
Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of business acquisitions | physician_practice | 11 | 9 | |
Cash paid to acquire business | $ 355,000 | $ 831,400 | |
Deferred Consideration | $ 15,400 | ||
Deferred consideration period | 2 years | ||
Payments of deferred consideration | $ 4,000 | ||
Ambulatory Services [Member] | |||
Business Acquisition [Line Items] | |||
Number of business acquisitions | center | 7 | 7 | |
Acquisitions and related expenses, net | $ 39,300 | $ 131,300 |
Acquisitions (EHH Merger) (Deta
Acquisitions (EHH Merger) (Details) | Dec. 01, 2016USD ($)businessshares | Dec. 31, 2016USD ($) | Sep. 30, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Transaction and integration costs | $ 80,000,000 | $ 8,400,000 | $ 33,900,000 | ||||
Number of business merged | business | 2 | ||||||
Deferred financing costs | $ 111,000,000 | 111,000,000 | 47,200,000 | ||||
Debt extinguishment costs | (30,300,000) | 0 | (16,900,000) | ||||
Revenue of acquiree since acquisition date, actual | $ 4,588,700,000 | $ 2,833,000,000 | $ 1,738,900,000 | ||||
Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Dividend rate | 5.25% | ||||||
Merger of AmSurg and Envision into New Amethyst [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock exchange ratio | 1 | ||||||
Merger of AmSurg and Envision into New Amethyst [Member] | Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Dividend rate | 5.25% | ||||||
EHH Merger [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock exchange ratio | 0.334 | ||||||
Acquisition date fair value of total consideration transferred | $ 4,443,400,000 | ||||||
Debt and equity issuance costs | 199,000,000 | $ 199,000,000 | |||||
Deferred financing costs | 94,900,000 | 94,900,000 | |||||
Fees and expenses associated with acquisition | 73,800,000 | 73,800,000 | |||||
Debt extinguishment costs | (30,300,000) | ||||||
Revenue of acquiree since acquisition date, actual | $ 546,000,000 | ||||||
EHH Merger [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during period, shares, acquisitions (shares) | shares | 62,582,161 | ||||||
EHH Merger [Member] | Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Dividend rate | 5.25% | ||||||
Stock exchange ratio | 1 | ||||||
Revolving Credit Facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Borrowing capacity of new revolving credit agreement | $ 500,000,000 | ||||||
Term Loan B Due 2023 [Member] | Term Loan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Face amount | $ 3,500,000,000 | ||||||
ABL Facility [Member] | Revolving Credit Facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Borrowing capacity of new revolving credit agreement | 850,000,000 | ||||||
Senior Notes Due 2024 [Member] | Unsecured Debt [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Face amount | $ 550,000,000 | ||||||
Interest rate | 6.25% | ||||||
Total Equity (Permanent) [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of stock | 4,263,100,000 | ||||||
Replacement share-based compensation awards issued at Merger | 180,300,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Replacement share-based compensation awards issued at Merger | $ 180,300,000 |
Acquisitions (EHH Merger Schedu
Acquisitions (EHH Merger Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 8,819 | $ 3,970.2 | $ 3,381.1 | |
EHH Merger [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 165.8 | |||
Insurance collateral | 59.9 | |||
Accounts receivable | 1,269.6 | |||
Supplies inventory | 38.7 | |||
Prepaid and other current assets | 115.8 | |||
Property and equipment | 375.8 | |||
Goodwill | 4,520.8 | |||
Intangible assets | 3,120.8 | |||
Other long-term assets | 95 | |||
Accounts payable | (63.6) | |||
Accrued salaries and benefits | (338) | |||
Accrued Interest | (17.3) | |||
Other accrued liabilities | (319.3) | |||
Deferred income taxes | (1,041.5) | |||
Long term insurance reserves | (291.2) | |||
Other long-term liabilities | (62.8) | |||
Long-term debt | (3,063.1) | |||
Total fair value | 4,565.4 | |||
Less: Fair value attributable to noncontrolling interests | 122 | |||
Acquisition date fair value of total consideration transferred | $ 4,443.4 |
Acquisitions (Sheridan Acquisit
Acquisitions (Sheridan Acquisition) (Details) - USD ($) $ in Millions | Jul. 16, 2014 | Jul. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Proceeds from stock offering | $ 0 | $ 466.8 | $ 439.9 | |||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of stock (in shares) | 9,775,000 | 5,835,000 | ||||
Convertible Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of stock (in shares) | 1,725,000 | |||||
Sheridan Healthcare [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire business | $ 2,100 | |||||
Value of common stock issued for acquisition | $ 272 | |||||
Fees and expenses associated with acquisition | $ 139.1 | |||||
Sheridan Healthcare [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares of common stock issued for acquisition (shares) | 5,713,909 | |||||
Issuance of stock (in shares) | 9,775,000 | |||||
Proceeds from stock offering | $ 421.3 | |||||
Sheridan Healthcare [Member] | Convertible Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of stock (in shares) | 1,725,000 | |||||
Proceeds from stock offering | $ 166.6 |
Acquisitions (Fair Value Of Tot
Acquisitions (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,819 | $ 3,970.2 | $ 3,381.1 |
Series of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 28.5 | 62.2 | |
Supplies inventory | 0.8 | 2.8 | |
Prepaid and other current assets | 1.8 | 18.6 | |
Property and equipment | 17.2 | 15.5 | |
Goodwill | 300.8 | 682.5 | |
Intangible assets | 136.8 | 420.4 | |
Other long-term assets | 3.6 | 0.3 | |
Accounts payable | (1.1) | (3.6) | |
Accrued salaries and benefits | (5.9) | (12.8) | |
Other accrued liabilities | (5.5) | (19.3) | |
Deferred income taxes | (27.6) | (88.7) | |
Long term insurance reserves | (3.6) | (13.3) | |
Other long-term liabilities | (0.6) | (5) | |
Long-term debt | (12.6) | (6) | |
Total fair value | 432.6 | 1,053.6 | |
Less: Fair value attributable to noncontrolling interests | 26.9 | 85.4 | |
Acquisition date fair value of total consideration transferred | 405.7 | 968.2 | |
Physician Services [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 5,509.7 | $ 1,956.7 | $ 1,490.9 |
Acquisitions (Revs and Earnings
Acquisitions (Revs and Earnings) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 1,390.6 | $ 822.2 | $ 758.5 | $ 724.7 | $ 704.3 | $ 650.2 | $ 642 | $ 570.4 | $ 3,696 | $ 2,566.9 | $ 1,621.9 |
Net earnings | (77.9) | 95.6 | 103.1 | 84.7 | 123.4 | 98.3 | 90.7 | 68.8 | 205.5 | 381.2 | 244.8 |
Less: Net earnings attributable to noncontrolling interests | 224.1 | 218.2 | 191.1 | ||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (137.8) | $ 37.7 | $ 43.8 | $ 28.6 | $ 63.3 | $ 40.3 | $ 31.5 | $ 18.8 | (27.7) | 153.9 | $ 49.2 |
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 104 | 179.1 | |||||||||
Net earnings | 12.3 | 26.9 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 2.2 | 7.4 | |||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 10.1 | $ 19.5 |
Acquisitions (Consolidated Pro
Acquisitions (Consolidated Pro Forma Results Of Acquisition) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Net revenue | $ 9,758,800 | $ 9,295,900 | |
Net earnings | 232,400 | 25,700 | |
Business Acquisition [Line Items] | |||
Debt extinguishment costs | 30,300 | 0 | $ 16,900 |
Transaction and integration costs | 80,000 | 8,400 | 33,900 |
Impairment charges | 221,300 | $ 0 | $ 0 |
EHH Merger [Member] | |||
Business Acquisition [Line Items] | |||
Debt extinguishment costs | $ 30,300 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 43.5 | $ 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 5.5 | |
Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1 | |
Fair Value, Measurements, Nonrecurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Fair Value, Measurements, Nonrecurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Fair Value, Measurements, Nonrecurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1 | |
US Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1 | 0 |
US Treasuries [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1 | |
US Treasuries [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0.4 | |
US Treasuries [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0.6 | |
US Treasuries [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | |
Corporate bonds/Fixed income [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 28.3 | 0 |
Corporate bonds/Fixed income [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 28.3 | |
Corporate bonds/Fixed income [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 22.8 | |
Corporate bonds/Fixed income [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 5.5 | |
Corporate bonds/Fixed income [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | |
Corporate equity [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 14.2 | $ 0 |
Corporate equity [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 14.2 | |
Corporate equity [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 14.2 | |
Corporate equity [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | |
Corporate equity [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 0 |
Fair Value Measurements - Insur
Fair Value Measurements - Insurance Collateral (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 43.5 | $ 0 |
Restricted cash and investments | 94.6 | 27.4 |
Less long-term portion | 7.6 | 0 |
Insurance collateral | 87 | 27.4 |
US Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1 | 0 |
Corporate bonds/Fixed income [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 28.3 | 0 |
Corporate equity [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 14.2 | 0 |
Restricted Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash deposits and other | $ 51.1 | $ 27.4 |
Fair Value Measurements - Amort
Fair Value Measurements - Amortized Cost and Aggregate Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | $ 43.7 | |
Gross Unrealized Gains | 0.1 | |
Gross Unrealized Losses | (0.3) | |
Fair Value | 43.5 | $ 0 |
US Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 1 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 1 | 0 |
Corporate bonds/Fixed income [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 28.3 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 28.3 | 0 |
Corporate equity [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 14.4 | |
Gross Unrealized Gains | 0.1 | |
Gross Unrealized Losses | (0.3) | |
Fair Value | $ 14.2 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maturities of marketable securities | $ 3.8 | $ 4.2 | $ 3.5 |
Available-for-sale securities, gross realized gain (loss) | (0.1) | ||
Unrealized holding loss during the period, net of income tax | (0.2) | 0 | 0 |
Decrease in fair value of contingent consideration | 2.6 | (8.8) | $ 0 |
Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Payments of contingent consideration | 1.9 | ||
Corporate bonds/Fixed income [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contractual maturities within one year | 1.6 | ||
Contractual maturities extending longer than one year through five years | 25.3 | ||
Available-for-sale Securities, Debt Maturities, Rolling Year After Year Five, Amortized Cost Basis | 2.4 | ||
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Continuous unrealized loss position, less than 12 Months, fair value | 7.6 | ||
Continuous unrealized loss position, less than 12 Months, accumulated loss | $ (0.3) | ||
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 5.5 |
Prepaid and Other Current Ass67
Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 67.1 | $ 18.9 |
Income taxes receivable | 63.2 | 7.9 |
Other | 46.2 | 18.1 |
Total prepaid and other current assets | $ 176.5 | $ 44.9 |
Property and Equipment (Useful
Property and Equipment (Useful Life and Depreciation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 47.8 | $ 35.4 | $ 33.2 |
Building and leasehold improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Building and leasehold improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Medical equipment and other [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Medical equipment and other [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Vehicles [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Vehicles [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Computer hardware [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer hardware [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Property and Equipment (PPE Sch
Property and Equipment (PPE Schedule) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 869.8 | $ 423.3 |
Less accumulated depreciation | (274.6) | (234.1) |
Property and equipment, net | 595.2 | 189.2 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3.2 | 0 |
Building and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 256.5 | 177.3 |
Medical equipment and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 341.7 | 208.8 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 165.5 | 0 |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 89.9 | 28.5 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13 | $ 8.7 |
Investments in Unconsolidated70
Investments in Unconsolidated Affiliates (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)equity_method_investment | Dec. 31, 2015USD ($)centerentityequity_method_investment | Dec. 31, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliates | $ 116.9 | $ 169.2 | |
Equity in earnings of unconsolidated affiliates | 23.7 | 16.2 | $ 7.1 |
Net cash received in exchange for noncontrolling interests in new investments | 8.5 | ||
Net gain on disposals and deconsolidations | 5.7 | 36.7 | 3.4 |
Joint Venture [Member] | Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliates | $ 1.8 | $ 83.1 | |
Ambulatory Services [Member] | Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number consolidated centers contributed to joint venture | center | 9 | ||
Ambulatory Services [Member] | Noncontrolling Interest In Centers [Member] | Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of equity investments acquired in the period | equity_method_investment | 5 | ||
Number of joint venture entities acquired | center | 3 | ||
Ambulatory Services [Member] | Noncontrolling Interest In Surgical Hospital [Member] | Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of joint venture entities acquired | entity | 1 | ||
Deconsolidation [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of equity method investments sold In the period | equity_method_investment | 4 | ||
Net gain on disposals and deconsolidations | $ (0.5) | $ 36.7 | $ 3.4 |
Realized gain (loss) on disposal | $ 6.2 | ||
Noncontrolling Interest In Centers [Member] | Ambulatory Services [Member] | Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of equity method investments sold In the period | equity_method_investment | 1 |
Goodwill And Intangible Asset71
Goodwill And Intangible Assets (Narrative) (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)physician_practicecenter | Dec. 31, 2015USD ($)physician_practicecenter | Dec. 31, 2014USD ($) | Dec. 01, 2016USD ($) | Nov. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||
Indefinite-lived intangible assets (excluding goodwill) | $ 695,500,000 | $ 237,000,000 | |||
Goodwill | 8,819,000,000 | 3,970,200,000 | $ 3,381,100,000 | ||
Increase in goodwill | $ 4,851,900,000 | 674,500,000 | |||
Amortization period | 18 years 6 months | ||||
Finite-lived intangible assets, gross | $ 4,116,400,000 | 1,462,700,000 | |||
Goodwill, written off related to sale of business unit | 3,100,000 | 85,400,000 | |||
Amortization of intangible assets | 102,100,000 | 62,100,000 | 27,500,000 | ||
Estimated amortization of intangible assets, 2017 | 263,000,000 | ||||
Estimated amortization of intangible assets, 2018 | 227,600,000 | ||||
Estimated amortization of intangible assets, 2019 | 220,700,000 | ||||
Estimated amortization of intangible assets, 2020 | 212,500,000 | ||||
Estimated amortization of intangible assets, 2021 | 204,100,000 | ||||
Estimated amortization of intangible assets, 2022 and thereafter | 2,780,000,000 | ||||
Ambulatory Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 2,074,300,000 | 2,013,500,000 | 1,890,200,000 | ||
Increase in goodwill | $ 63,900,000 | $ 204,600,000 | |||
Number of business acquisitions | center | 7 | 7 | |||
Goodwill, written off related to sale of business unit | $ 3,100,000 | $ 81,300,000 | |||
Number of businesses disposed of | center | 5 | ||||
Physician Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 5,509,700,000 | 1,956,700,000 | $ 1,490,900,000 | ||
Increase in goodwill | 3,553,000,000 | 469,900,000 | |||
Goodwill, written off related to sale of business unit | $ 0 | 4,100,000 | |||
2016 Acquisitions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | ||||
Finite and infinite-lived intangible assets acquired | $ 3,260,000,000 | ||||
Acquired finite-lived intangible asset, residual value | 0 | ||||
Finite-lived intangible assets acquired | 2,530,000,000 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 300,800,000 | $ 682,500,000 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Physician Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business acquisitions | physician_practice | 11 | 9 | |||
Finite Lived Trade Names [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 1 year | ||||
Finite-lived intangible assets, gross | $ 25,000,000 | $ 0 | |||
Finite Lived Trade Names [Member] | Sheridan Healthcare [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of intangible assets, finite-lived | 218,000,000 | ||||
Finite-lived intangible assets, gross | $ 10,000,000 | ||||
Customer Relationships [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Finite-lived intangible assets, gross | $ 3,905,000,000 | 1,380,000,000 | |||
Customer Relationships [Member] | Minimum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 17 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 20 years | ||||
Capitalized software [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Finite-lived intangible assets, gross | $ 173,200,000 | 71,400,000 | |||
Capitalized software [Member] | Minimum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 3 years | ||||
Capitalized software [Member] | Maximum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 5 years | ||||
Agreements, contracts, and other intangible assets [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Finite-lived intangible assets, gross | $ 13,200,000 | 11,300,000 | |||
Agreements, contracts, and other intangible assets [Member] | Minimum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 3 years | ||||
Agreements, contracts, and other intangible assets [Member] | Maximum [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Amortization period | 15 years | ||||
Trade Names [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Indefinite-lived intangible assets (excluding goodwill) | $ 670,000,000 | $ 228,000,000 | |||
Trade Names [Member] | Sheridan Healthcare [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Indefinite-lived intangible assets (excluding goodwill) | $ 228,000,000 |
Goodwill And Intangible Asset72
Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Balance at January 1, 2015 | $ 3,970.2 | $ 3,381.1 |
Goodwill acquired, including post acquisition adjustments | 4,851.9 | 674.5 |
Goodwill disposed, including impact of deconsolidation transactions | (3.1) | (85.4) |
Balance at December 31, 2016 | 8,819 | 3,970.2 |
Physician Services [Member] | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2015 | 1,956.7 | 1,490.9 |
Goodwill acquired, including post acquisition adjustments | 3,553 | 469.9 |
Goodwill disposed, including impact of deconsolidation transactions | 0 | (4.1) |
Balance at December 31, 2016 | 5,509.7 | 1,956.7 |
Medical Transportation Segment [Member] | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2015 | 0 | 0 |
Goodwill acquired, including post acquisition adjustments | 1,235 | 0 |
Goodwill disposed, including impact of deconsolidation transactions | 0 | 0 |
Balance at December 31, 2016 | 1,235 | 0 |
Ambulatory Services [Member] | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2015 | 2,013.5 | 1,890.2 |
Goodwill acquired, including post acquisition adjustments | 63.9 | 204.6 |
Goodwill disposed, including impact of deconsolidation transactions | (3.1) | (81.3) |
Balance at December 31, 2016 | $ 2,074.3 | $ 2,013.5 |
Goodwill And Intangible Asset73
Goodwill And Intangible Assets (Summary Of Intangible Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | $ 695.5 | $ 237 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 18 years 6 months | |
Gross carrying amount | $ 4,116.4 | 1,462.7 |
Accumulated Amortization | (207) | (105.1) |
Net | 3,909.4 | 1,357.6 |
Total intangible assets, gross carrying amount | 4,811.9 | 1,699.7 |
Total intangible assets, net | $ 4,604.9 | 1,594.6 |
Customer relationships with hospitals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 19 years 2 months 12 days | |
Gross carrying amount | $ 3,905 | 1,380 |
Accumulated Amortization | (157.4) | (74.5) |
Net | $ 3,747.6 | 1,305.5 |
Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 1 month 6 days | |
Gross carrying amount | $ 173.2 | 71.4 |
Accumulated Amortization | (42.8) | (28.1) |
Net | $ 130.4 | 43.3 |
Finite Lived Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 1 year | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 10 months 24 days | |
Gross carrying amount | $ 25 | 0 |
Accumulated Amortization | (2.1) | 0 |
Net | $ 22.9 | 0 |
Agreements, contracts, and other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years | |
Gross carrying amount | $ 13.2 | 11.3 |
Accumulated Amortization | (4.7) | (2.5) |
Net | $ 8.5 | 8.8 |
Minimum [Member] | Customer relationships with hospitals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 17 years | |
Minimum [Member] | Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Minimum [Member] | Agreements, contracts, and other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Maximum [Member] | Customer relationships with hospitals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 20 years | |
Maximum [Member] | Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Maximum [Member] | Agreements, contracts, and other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 15 years | |
Trade name [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | $ 670 | 228 |
Licenses [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | 16.5 | 0 |
Restrictive covenant arrangements [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | $ 9 | $ 9 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance receivable | $ 98.7 | $ 14.3 |
Deferred compensation fund | 37.1 | 16.6 |
Refunds, deposits and escrow | 15.5 | 1.6 |
Long term notes receivable | 1.3 | 1.8 |
Other | 9 | 4.1 |
Other assets | $ 161.6 | $ 38.4 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Insurance reserves | $ 134.6 | $ 14.3 |
Deferred revenue | 34.1 | 3.3 |
Refunds payable | 33.6 | 48.4 |
Current income taxes payable | 1.5 | 7.9 |
Other | 189.6 | 26 |
Total other accrued liabilities | $ 393.4 | $ 99.9 |
Long-Term Debt (Components Of L
Long-Term Debt (Components Of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 01, 2016 | Dec. 31, 2015 | Jul. 16, 2014 |
Debt Instrument [Line Items] | ||||
Other Borrowings | $ 20.9 | $ 24.9 | ||
Capitalized lease arrangements at an average interest rate of 6.4%, due through 2031 | 33.7 | 18.7 | ||
Long-term debt and capitalized lease arrangements | 5,949.6 | 2,425.6 | ||
Less current portion | 47 | 20.4 | ||
Deferred financing costs | 111 | 47.2 | ||
Long-term debt | $ 5,791.6 | 2,358 | ||
Capital Lease Obligations, Average Interest Rate | 6.40% | |||
Other Borrowings, Average Interest Rate | 3.50% | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 0 | 857 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 175 | ||
Term Loan B Due 2023 [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 3,495 | 0 | ||
5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% | |||
Long term debt | 1,100 | 1,100 | ||
Senior Notes, 5.125% Due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.125% | |||
Long term debt | 750 | 0 | ||
Senior Notes 6.25 Percent Due 2024 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 550 | 0 | ||
5.625% Senior Unsecured Notes due 2020 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 0 | $ 250 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | Dec. 13, 2016 | Dec. 12, 2016 | Dec. 01, 2016 | Dec. 31, 2016 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 16, 2014 | May 28, 2010 |
Payments required on Company's long-term debt and capital leases | ||||||||||
2,017 | $ 47,400,000 | $ 47,400,000 | ||||||||
2,018 | 44,400,000 | 44,400,000 | ||||||||
2,019 | 40,600,000 | 40,600,000 | ||||||||
2,020 | 38,700,000 | 38,700,000 | ||||||||
2,021 | 37,400,000 | 37,400,000 | ||||||||
Thereafter | 5,740,000,000 | 5,740,000,000 | ||||||||
Debt Covenant | ||||||||||
Debt extinguishment costs | (30,300,000) | $ 0 | $ (16,900,000) | |||||||
Other Debt | ||||||||||
Deferred financing costs | 111,000,000 | 111,000,000 | $ 47,200,000 | |||||||
Debt extinguishment costs | 21,800,000 | |||||||||
Loans Payable [Member] | ||||||||||
Other Debt | ||||||||||
Book value of certain assets of surgery centers pledged as collateral | 35,400,000 | 35,400,000 | ||||||||
Fixed Interest Rate [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, fair value | 2,470,000,000 | 2,470,000,000 | ||||||||
Long-term debt, carrying value | 2,450,000,000 | 2,450,000,000 | ||||||||
Variable Interest Rate [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, fair value | $ 3,500,000,000 | $ 3,500,000,000 | ||||||||
Term Loan B Due 2023 [Member] | Term Loan [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 3,500,000,000 | |||||||||
Senior Secured Debt | ||||||||||
Face amount | $ 3,500,000,000 | |||||||||
5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 1,100,000,000 | |||||||||
Interest rate | 5.625% | |||||||||
Redeemable principal percentage | 35.00% | 35.00% | ||||||||
Senior Secured Debt | ||||||||||
Face amount | $ 1,100,000,000 | |||||||||
Interest rate | 5.625% | |||||||||
Senior Notes, 5.125% Due 2022 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Interest rate | 5.125% | |||||||||
Redeemable principal percentage | 40.00% | 40.00% | ||||||||
Senior Secured Debt | ||||||||||
Interest rate | 5.125% | |||||||||
Senior Notes, 5.125% Due 2022 [Member] | Unsecured Debt [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 750,000,000 | |||||||||
Senior Secured Debt | ||||||||||
Face amount | 750,000,000 | |||||||||
Senior Notes Due 2024 [Member] | Unsecured Debt [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 550,000,000 | |||||||||
Interest rate | 6.25% | |||||||||
Redeemable principal percentage | 40.00% | |||||||||
Redemption price as percent of the principal amount | 106.25% | |||||||||
Senior Secured Debt | ||||||||||
Face amount | $ 550,000,000 | |||||||||
Interest rate | 6.25% | |||||||||
5.625% Senior Unsecured Notes due 2020 [Member] | Unsecured Debt [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 250,000,000 | $ 250,000,000 | ||||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||||||
Redemption price as percent of the principal amount | 102.813% | |||||||||
Percentage of debt redeemed | 95.07% | |||||||||
Senior Secured Debt | ||||||||||
Face amount | $ 250,000,000 | $ 250,000,000 | ||||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||||||
Other Debt | ||||||||||
Extinguishment of debt, early termination fee | $ 8,400,000 | |||||||||
8.04% Senior Secured Notes due 2020 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Face amount | $ 75,000,000 | |||||||||
Senior Secured Debt | ||||||||||
Face amount | $ 75,000,000 | |||||||||
Early termination fee | $ 12,400,000 | |||||||||
Period Prior to July 15, 2017 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Redemption price as percent of the principal amount | 105.625% | |||||||||
Period Prior to July 15, 2017 [Member] | Senior Notes, 5.125% Due 2022 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Redemption price as percent of the principal amount | 105.125% | |||||||||
Period Prior to July 15, 2017 [Member] | Senior Notes Due 2024 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Redemption price as percent of the principal amount | 101.563% | |||||||||
Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | $ 870,000,000 | |||||||||
Debt Covenant | ||||||||||
Quarterly principal payment as a percent of face amount | 0.25% | |||||||||
Annual principal payment | $ 8,700,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | $ 500,000,000 | |||||||||
Debt Covenant | ||||||||||
Unused commitment fee as a percent | 0.375% | |||||||||
Revolving Credit Facility [Member] | ABL Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | $ 850,000,000 | |||||||||
Base Rate [Member] | Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.00% | |||||||||
Base Rate [Member] | Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.75% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.00% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.75% | |||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Floor rate | 0.75% | |||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 3.00% | |||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | Term Loan B Due 2021 [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.75% | |||||||||
LIBOR [Member] | Revolving Credit Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 3.00% | |||||||||
LIBOR [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.75% | |||||||||
EHH Merger [Member] | ||||||||||
Debt Covenant | ||||||||||
Debt extinguishment costs | $ (30,300,000) | |||||||||
Other Debt | ||||||||||
Deferred financing costs | $ 94,900,000 | $ 94,900,000 | ||||||||
EHH Merger [Member] | Secured Debt [Member] | Term Loan B Due 2023 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | $ 1,300,000,000 | |||||||||
Accordian feature to increase capacity, calculation input, leverage ratio | 4 | |||||||||
Floor rate | 2.00% | |||||||||
Line of credit facility, interest rate at period end | 4.00% | 4.00% | ||||||||
EHH Merger [Member] | Revolving Credit Facility [Member] | ABL Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Accordion feature, increase to maximum borrowing capacity | $ 1,350,000,000 | |||||||||
Debt Covenant | ||||||||||
Debt instrument covenant, borrowing base calculation, eligible accounts receivable percentage | 85.00% | |||||||||
Debt instrument, covenant, borrowing base calculation, eligible inventory amount, percentage | 50.00% | |||||||||
Debt instrument, covenant, borrowing base calculation, accounts receivable added to eligible inventory, percentage | 5.00% | |||||||||
Debt instrument, covenant, borrowing base calculation, accounts receivable aged 180-360 days, percentage | 5.00% | |||||||||
Debt instrument, covenant, fixed charge coverage ratio minimum | 1 | |||||||||
Debt instrument, covenant, testing criteria, availability threshold | $ 85,000,000 | |||||||||
Debt instrument, covenant, testing criteria, percentage threshold of borrowing base to commitments | 10.00% | |||||||||
Line of credit facility, current borrowing capacity | $ 811,200,000 | |||||||||
Other Debt | ||||||||||
Letters of credit outstanding, amount | $ 133,900,000 | |||||||||
EHH Merger [Member] | Base Rate [Member] | Secured Debt [Member] | Term Loan B Due 2023 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 0.50% | |||||||||
EHH Merger [Member] | Federal Funds Effective Swap Rate [Member] | Secured Debt [Member] | Term Loan B Due 2023 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.00% | |||||||||
EHH Merger [Member] | Federal Funds Effective Swap Rate [Member] | Revolving Credit Facility [Member] | ABL Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 0.50% | |||||||||
EHH Merger [Member] | Composite Overnight Federal Funds Rate and LIBOR [Member] | Secured Debt [Member] | Term Loan B Due 2023 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.75% | |||||||||
EHH Merger [Member] | Composite Overnight Federal Funds Rate and LIBOR [Member] | Revolving Credit Facility [Member] | ABL Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.00% | |||||||||
EHH Merger [Member] | LIBOR [Member] | Secured Debt [Member] | Term Loan B Due 2023 [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 3.00% |
Long-Term Debt (Redemption Pric
Long-Term Debt (Redemption Price) (Details) - Senior Notes [Member] | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
2017 [Member] | Senior Notes, 5.125% Due 2022 [Member] | ||
Redemption price as percent of the principal amount | 103.884% | |
2017 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ||
Redemption price as percent of the principal amount | 104.219% | |
2018 [Member] | Senior Notes, 5.125% Due 2022 [Member] | ||
Redemption price as percent of the principal amount | 102.563% | |
2018 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ||
Redemption price as percent of the principal amount | 102.813% | |
2019 [Member] | Senior Notes, 5.125% Due 2022 [Member] | ||
Redemption price as percent of the principal amount | 101.281% | |
2019 [Member] | Senior Notes Due 2024 [Member] | ||
Redemption price as percent of the principal amount | 104.688% | |
2019 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ||
Redemption price as percent of the principal amount | 101.406% | |
2020 and thereafter [Member] | Senior Notes, 5.125% Due 2022 [Member] | ||
Redemption price as percent of the principal amount | 100.00% | |
2020 and thereafter [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ||
Redemption price as percent of the principal amount | 100.00% | |
2020 [Member] | Senior Notes Due 2024 [Member] | ||
Redemption price as percent of the principal amount | 103.125% | |
2021 [Member] | Senior Notes, 5.125% Due 2022 [Member] | ||
Redemption price as percent of the principal amount | 105.125% | |
2021 [Member] | Senior Notes Due 2024 [Member] | ||
Redemption price as percent of the principal amount | 101.563% | |
2021 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ||
Redemption price as percent of the principal amount | 105.625% | |
2022 and thereafter [Member] | Senior Notes Due 2024 [Member] | ||
Redemption price as percent of the principal amount | 100.00% |
Income Taxes (Total Income Tax
Income Taxes (Total Income Tax Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Earnings (loss) from continuing operations | $ (0.9) | $ 113.8 | $ 48.1 |
Net loss from discontinued operations | 0 | (0.7) | (0.6) |
Stockholders’ equity | (2.1) | (2.2) | (3.2) |
Total | $ (3) | $ 110.9 | $ 44.3 |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense from Cont. Ops) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 64.8 | $ 83.2 | $ 8.6 |
State | 11 | 14.3 | 4.4 |
Deferred: | |||
Federal | (66.7) | 11.7 | 27.5 |
State | (10) | 4.6 | 7.6 |
Income tax expense (benefit) | $ (0.9) | $ 113.8 | $ 48.1 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||||
U.S. federal income tax rate | 35.00% | 35.00% | 35.00% | |
Decreases in interest and penalty obligations | $ 0.1 | $ 0.2 | $ 0.1 | |
Interest obligations | 1.7 | 0.8 | ||
Tax-effected unrecognized benefits | 15 | |||
Valuation allowances | 23 | $ 21.8 | ||
Operating and capital loss carryforwards, subject to expiration | 236.7 | |||
Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Decrease in unrecognized tax benefits is reasonably possible | 2.6 | |||
Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Decrease in unrecognized tax benefits is reasonably possible | $ 5.2 |
Income Taxes (Income Tax Expe82
Income Taxes (Income Tax Expense Reconciliation to Federal Rate) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal income tax | $ 71.6 | $ 173.6 | $ 103 |
Less federal income tax assumed directly by noncontrolling interests | (79) | (76.4) | (66.8) |
State income taxes, net of federal income tax benefit | 1 | 11.6 | 6.6 |
Increase (decrease) in valuation allowances | (11) | 0.3 | 4.7 |
Transaction-related items | 13.5 | 1.1 | 2.9 |
Interest related to unrecognized tax benefits | 0 | (0.5) | (0.2) |
Other | 3 | 4.1 | (2.1) |
Income tax expense (benefit) | $ (0.9) | $ 113.8 | $ 48.1 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Liability Rec) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 3.4 | $ 7.3 | $ 6.3 |
Additions for current year acquisitions | 14.9 | 0 | 0 |
Additions for tax positions of current year | 0 | 0 | 0.2 |
Increases (decreases) for tax positions taken during a prior period | 0 | (1) | 1.1 |
Lapse of statute of limitations | (1.1) | (2.9) | (0.3) |
Balance at end of year | $ 17.2 | $ 3.4 | $ 7.3 |
Income Taxes (Deferred Assets a
Income Taxes (Deferred Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Allowance for uncollectible accounts | $ 14.8 | $ 3.3 |
Share-based compensation | 86.4 | 10.7 |
Deferred compensation | 48.4 | 33.1 |
Accrued liabilities and other | 63.4 | 18 |
Medical malpractice | 65.6 | 19 |
Operating and capital loss carryforwards | 115 | 29.7 |
Valuation allowances | (23) | (21.8) |
Total deferred tax assets | 370.6 | 92 |
Deferred tax liabilities: | ||
Prepaid expenses and other | 7 | 1.8 |
Accrual to cash | 172.8 | 10.3 |
Attribute reduction | 50.5 | 0 |
Property and equipment | 112.8 | 16.8 |
Intangible assets | 1,708.2 | 762.6 |
Total deferred tax liabilities | 2,051.3 | 791.5 |
Net deferred tax liabilities | $ 1,680.7 | $ 699.5 |
Insurance Reserves - Components
Insurance Reserves - Components of Reserves (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | |||
Third-party insurance reserves | $ 111.4 | $ 33.2 | |
Estimated losses under self-insured programs | 197.2 | 28.5 | |
Incurred but not reported losses | 196.5 | 20.5 | |
Total accrued insurance reserves | 505.1 | 82.2 | $ 58.9 |
Less estimated losses payable within one year | 134.6 | 14.3 | |
Total | $ 370.5 | $ 67.9 |
Insurance Reserves - Rollforwar
Insurance Reserves - Rollforward of Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Self Insurance Reserve [Roll Forward] | ||
Balance, beginning of year | $ 82.2 | $ 58.9 |
Assumed liabilities through acquisitions | 405.5 | 13.3 |
Provision related to current period reserves | 30.3 | 15.9 |
Payments for current period reserves | (1.5) | (4.5) |
Benefit related to changes in prior period reserves | (0.9) | (0.4) |
Payments for prior period reserves | (19.5) | (8.9) |
Change in third-party insurance reserves | 14.4 | 9.2 |
Other, net | (5.4) | (1.3) |
Balance, end of year | $ 505.1 | $ 82.2 |
Insurance Reserves - Narrative
Insurance Reserves - Narrative (Details) $ in Millions | Dec. 31, 2016USD ($) |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Amount of loss at which third party insurance becomes effective | $ 1 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Amount of loss at which third party insurance becomes effective | $ 3 |
Other Long-term Liabilities (De
Other Long-term Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred compensation liabilities | $ 36 | $ 15.8 |
Deferred rent | 33.6 | 19 |
Tax-effected unrecognized benefits | 17.2 | 3.4 |
Other | 54.2 | 9.4 |
Other long-term liabilities | $ 141 | $ 47.6 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Lease expiration date | Aug. 31, 2036 | ||
Capital lease assets | $ 41.1 | ||
Capital lease assets, accumulated depreciation | 8.1 | ||
Operating leases, rental expense | 84.1 | $ 74.6 | $ 66.1 |
Related Party Operating Lease Payments | $ 24.3 | $ 27.6 | $ 27.6 |
Leases (Future Min Schedule) (D
Leases (Future Min Schedule) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases | ||
2,017 | $ 6.4 | |
2,018 | 5.3 | |
2,019 | 3.8 | |
2,020 | 3.3 | |
2,021 | 3.1 | |
Thereafter | 29.5 | |
Total minimum rentals | 51.4 | |
Less amounts representing interest at an average interest rate of 6.4% | 17.7 | |
Capital lease obligations | 33.7 | $ 18.7 |
Operating Leases | ||
2,017 | 117.9 | |
2,018 | 99.6 | |
2,019 | 91.6 | |
2,020 | 82.6 | |
2,021 | 76.6 | |
Thereafter | 392.9 | |
Total minimum rentals | $ 861.2 |
Leases (Future Min Schedule - A
Leases (Future Min Schedule - Additional) (Details) | Dec. 31, 2016 |
Leases [Abstract] | |
Capital Lease Obligations, Average Interest Rate | 6.40% |
Employee Benefit Programs (Deta
Employee Benefit Programs (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)employee_populationlocationagreement | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Collective bargaining agreement, percentage of employees covered | 43.00% | ||
Collective bargaining agreement, number of active agreements | agreement | 71 | ||
Collective bargaining agreement, number of locations in negotiations | location | 33 | ||
Collective bargaining agreement, number of employees subject to negotiation | employee_population | 4,600 | ||
Collective bargaining agreement, number of agreements subject to negotiation in year two | agreement | 14 | ||
Collective bargaining agreement, agreements subject to negotiation in year two, number of employees | employee_population | 4,600 | ||
AmSurg 401(k) Plan and Trust [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 31.3 | $ 14.1 | $ 7.2 |
Supplemental Executive And Director Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 3.6 | 5.2 | $ 0.8 |
Requisite service period | 5 years | ||
Maximum voluntary contribution as a percent of annual compensation | 50.00% | ||
Supplemental Executive And Director Retirement Savings Plan [Member] | Other Noncurrent Assets | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Cash surrender value | $ 30.8 | $ 15.6 | |
Minimum [Member] | AmSurg 401(k) Plan and Trust [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Requisite service period | 4 years | ||
Maximum [Member] | AmSurg 401(k) Plan and Trust [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Requisite service period | 5 years | ||
Pension Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined benefit plan, eligibility service requirement | 1 year | ||
Defined benefit plan, vesting service requirement | 5 years | ||
Defined benefit plan, net periodic benefit cost | $ 0.1 | ||
Pension and other postretirement defined benefit plans, liabilities | $ 22.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Apr. 16, 2008lawsuit | Dec. 31, 2012 | Dec. 31, 2016USD ($) | Aug. 07, 2012lawsuit |
Commitments and Contingencies [Line Items] | ||||
Loss contingency, estimate of possible loss | $ | $ 30 | |||
AMR [Member] | Predecessor [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of lawsuits purporting to be class actions filed | 4 | |||
AMR [Member] | Violation Of The Federal Anti-kickback Statute [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Term of corporate integrity agreement | 5 years | |||
EmCare [Member] | Subpoena From Office Of Inspector General Member [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of lawsuits in which entity is defendant | 2 |
Shareholder's Equity (Narrative
Shareholder's Equity (Narrative) (Details) $ / shares in Units, $ in Millions | Dec. 01, 2016$ / sharesshares | Nov. 25, 2014USD ($)$ / shares | Aug. 29, 2014USD ($)$ / shares | Jul. 16, 2014shares | Jul. 02, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Sep. 30, 2016 | Dec. 31, 2016USD ($)installment$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares |
Common Stock: | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Preferred Stock | ||||||||||||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Preferred stock dividends | $ | $ 9.1 | $ 9.1 | $ 4.5 | |||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Number of shares authorized for grant under share incentive plan (in shares) | 3,200,000 | 3,200,000 | ||||||||||||||||
Unrecognized compensation cost on non vested awards | $ | $ 44.1 | $ 44.1 | ||||||||||||||||
Weighted average period | 1 year 1 month 12 days | |||||||||||||||||
Stock Repurchased To Cover Employee Tax Withholdings [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Repurchase of common stock, shares | 83,000 | 67,000 | ||||||||||||||||
Repurchase of common stock | $ | $ (6.1) | $ (3.7) | ||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Award vesting period | 4 years | |||||||||||||||||
Options term | 10 years | |||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Number of anti-dilutive options (in shares) | 573,518 | 0 | 0 | |||||||||||||||
Employees [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Award vesting period | 4 years | |||||||||||||||||
Number of installments in restricted stock granted | installment | 3 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Issuance of stock (in shares) | 9,775,000 | 5,835,000 | ||||||||||||||||
Issuance of stock, price per share (in USD per share) | $ / shares | $ 45 | $ 80 | ||||||||||||||||
Stock offering expenses | $ | $ 18.5 | $ 19.1 | ||||||||||||||||
Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Issuance of stock (in shares) | 1,725,000 | |||||||||||||||||
Issuance of stock, price per share (in USD per share) | $ / shares | $ 100 | |||||||||||||||||
Stock offering expenses | $ | $ 5.9 | |||||||||||||||||
Preferred Stock | ||||||||||||||||||
Dividend rate | 5.25% | |||||||||||||||||
Initial liquidation preference (usd per share) | $ / shares | $ 100 | $ 100 | ||||||||||||||||
Consecutive trading day | 20 days | |||||||||||||||||
Dividends declared (usd per share) | $ / shares | $ 1.3125 | $ 1.2979 | $ 1.3125 | $ 1.3125 | $ 1.3125 | $ 1.3125 | $ 1.3125 | $ 1,312,500 | $ 1,312,500 | $ 1,312,500 | ||||||||
Preferred stock dividends | $ | $ 2.3 | $ 2.2 | $ 2.3 | $ 2.3 | $ 2.3 | $ 2.3 | $ 2.3 | $ 2.3 | $ 2.3 | $ 2.3 | ||||||||
EHH Merger [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Stock exchange ratio | 0.334 | |||||||||||||||||
EHH Merger [Member] | Common Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Stock issued during period, shares, acquisitions (shares) | 62,582,161 | |||||||||||||||||
EHH Merger [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Stock exchange ratio | 1 | |||||||||||||||||
Preferred Stock | ||||||||||||||||||
Dividend rate | 5.25% | |||||||||||||||||
Sheridan Healthcare [Member] | Common Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Issuance of stock (in shares) | 9,775,000 | |||||||||||||||||
Shares of common stock issued for acquisition (shares) | 5,713,909 | |||||||||||||||||
Sheridan Healthcare [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Issuance of stock (in shares) | 1,725,000 | |||||||||||||||||
Merger of AmSurg and Envision into New Amethyst [Member] | Common Stock [Member] | ||||||||||||||||||
Common Stock: | ||||||||||||||||||
Stock exchange ratio | 1 | |||||||||||||||||
Merger of AmSurg and Envision into New Amethyst [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock | ||||||||||||||||||
Dividend rate | 5.25% | |||||||||||||||||
Minimum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock | ||||||||||||||||||
Conversion rate (shares) | 1.8141 | 1.8141 | ||||||||||||||||
Maximum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock | ||||||||||||||||||
Conversion rate (shares) | 2.2222 | 2.2222 | ||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Award vesting period | 3 years | |||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Award vesting period | 3 years | |||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Shares granted, number of shares | 74,752 | |||||||||||||||||
Shares granted, weighted average grant price (usd per share) | $ / shares | $ 74.09 | |||||||||||||||||
Shares converted, number of shares | 191,927 | |||||||||||||||||
Shares converted, weighted average grant date fair value (usd per share) | $ / shares | $ 62.69 | |||||||||||||||||
AmSurg Corp. 2014 Equity and Inventive Plan [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Shares available for future grants/issuance under stock incentive plan (in shares) | 2,336,997 | 2,336,997 | ||||||||||||||||
Omnibus Incentive Plan 2013 [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Shares available for future grants/issuance under stock incentive plan (in shares) | 4,622,453 | 4,622,453 | ||||||||||||||||
Maximum annual grant per employee | $ | $ 5 | |||||||||||||||||
Omnibus Incentive Plan 2013 [Member] | Stock Options [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Maximum shares per employee annual grant (in shares) | 2,500,000 | |||||||||||||||||
Omnibus Incentive Plan 2013 [Member] | Performance Shares [Member] | ||||||||||||||||||
Stock Incentive Plans: | ||||||||||||||||||
Maximum shares per employee annual grant (in shares) | 1,500,000 |
Shareholders Equity (Schedule O
Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) - $ / shares | Dec. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Performance Shares [Member] | ||||
Number of Awards | ||||
Shares converted, Number of Shares | 191,927 | |||
Shares granted, Number of Shares | 74,752 | |||
Weighted Average Grant Price | ||||
Shares converted, Weighted Average Grant Price (usd per share) | $ 62.69 | |||
Shares granted, Weighted Average Grant Price (usd per share) | $ 74.09 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Number of Awards | ||||
Non-vested shares at beginning of period, Number of Shares | 734,101 | 668,109 | 743,869 | |
Shares converted, Number of Shares | 145,118 | |||
Shares granted, Number of Shares | 662,146 | 313,498 | 272,780 | |
Shares vested, Number of Shares | (282,597) | (233,831) | (336,160) | |
Shares forfeited, Number of Shares | (18,242) | (13,675) | (12,380) | |
Non-vested shares at end of period, Number of Shares | 1,240,526 | 734,101 | 668,109 | |
Weighted Average Grant Price | ||||
Non-vested shares at beginning of period, Weighted Average Grant Price (usd per share) | $ 44.73 | $ 33.51 | $ 26.54 | |
Shares converted, Weighted Average Grant Price (usd per share) | 68.12 | |||
Shares granted, Weighted Average Grant Price (usd per share) | 72.78 | 56.19 | 43.12 | |
Shares vested, Weighted Average Grant Price (usd per share) | 40.75 | 28.19 | 25.69 | |
Shares forfeited, Weighted Average Grant Price (usd per share) | 61.97 | 42.15 | 38.94 | |
Non-vested shares at end of period, Weighted Average Grant Price (usd per share) | $ 63.09 | $ 44.73 | $ 33.51 |
Shareholder's Equity (Schedule
Shareholder's Equity (Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||||
Outstanding at beginning of period, Number of Shares | 33,751 | 158,721 | 270,464 | |
Options converted, Number of Shares | 3,525,027 | |||
Options exercised, Number of Shares | (40,408) | (113,220) | (111,743) | |
Options terminated, Number of Shares | (11,750) | |||
Options canceled, Number of Shares | (7,256) | |||
Outstanding at end of period, Number of Shares | 3,511,114 | 33,751 | 158,721 | 270,464 |
Weighted Average Exercise Price | ||||
Outstanding at beginning of period, Weighted Average Exercise Price (usd per share) | $ 22.98 | $ 22.89 | $ 23.16 | |
Options converted, Weighted Average Exercise Price (usd per share) | 20.80 | |||
Options exercised, Weighted Average Exercise Price (usd per share) | 18.39 | 22.81 | 23.53 | |
Options terminated, Weighted Average Exercise Price (usd per share) | 23.42 | |||
Options Canceled, Weighted Average Exercise Price (usd per share) | 27.49 | |||
Outstanding at end of period, Weighted Average Exercise Price (usd per share) | $ 20.81 | $ 22.98 | $ 22.89 | $ 23.16 |
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding at beginning of period, Weighted Average Remaining Contractual Life (in years) | 5 years 1 month 6 days | 1 year 36 days | 1 year 256 days | 2 years 182 days |
Options converted in Period, Weighted Average Remaining Contractual Term (in years) | 5 years 2 months 12 days | |||
Outstanding at end of period, Weighted Average Remaining Contractual Life (in years) | 5 years 1 month 6 days | 1 year 36 days | 1 year 256 days | 2 years 182 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 12.62 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 2,952,274 | |||
Exercisable at end of period, Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days |
Shareholder's Equity (Schedul97
Shareholder's Equity (Schedule of Stock Option Activity - Additional) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value with options exercised | $ 1.6 | $ 4.9 | $ 2.6 |
Exercisable at end of period, Number of Shares | 2,952,274 | ||
Exercisable at end of period, Weighted Average Exercise Price (usd per share) | $ 12.62 | ||
Exercisable at end of period, Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Volatility | 31.90% | ||
Risk free rate - minimum | 0.82% | ||
Risk free rate - maximum | 1.90% | ||
Expected dividend yield | 0.00% | ||
Outstanding, intrinsic value | $ 157.1 | ||
Vested and Exercisable, aggregate intrinsic value | $ 156.3 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term of options in years | 1 year | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term of options in years | 5 years |
Shareholders' Equity (Share-Bas
Shareholders' Equity (Share-Based Activity) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Share-based compensation expense | $ 29.4 | $ 15 | $ 10.1 |
Fair value of shares vested | 20.7 | 13.2 | 15.1 |
Cash received from option exercises | 0.7 | 2.6 | 2.6 |
Tax benefit from option exercises | $ 3.9 | $ 4 | $ 3.2 |
Shareholder's Equity (Schedul99
Shareholder's Equity (Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings (Loss) (Numerator) | |||||||||||
Net loss from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) | $ (137.8) | $ 37.7 | $ 43.8 | $ 28.6 | $ 64.3 | $ 40.3 | $ 31.5 | $ 18.8 | $ (27.7) | $ 154.9 | $ 50.8 |
Preferred stock dividends | 9.1 | ||||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) | $ 164 | $ 50.8 | |||||||||
Shares (in thousands) (Denominator) | |||||||||||
Net loss from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) (in shares) | 59,002 | 48,058 | 39,311 | ||||||||
Effect of dilutive securities, options and non-vested shares (in shares) | 3,554 | 314 | |||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) (in shares) | 59,002 | 51,612 | 39,625 | ||||||||
Per Share Amount | |||||||||||
Net loss from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) (in USD per share) | $ (1.84) | $ 0.70 | $ 0.82 | $ 0.53 | $ 1.31 | $ 0.85 | $ 0.66 | $ 0.39 | $ (0.47) | $ 3.22 | $ 1.29 |
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) (in USD per share) | $ (1.84) | $ 0.69 | $ 0.80 | $ 0.53 | $ 1.26 | $ 0.83 | $ 0.65 | $ 0.39 | $ (0.47) | $ 3.18 | $ 1.28 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($)segment | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Nov. 30, 2016segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||||
Number of reportable segments | segment | 3 | 2 | 3 | ||||||||||
Number of operating segments | segment | 3 | ||||||||||||
Net revenue | $ 1,390,600 | $ 822,200 | $ 758,500 | $ 724,700 | $ 704,300 | $ 650,200 | $ 642,000 | $ 570,400 | $ 3,696,000 | $ 2,566,900 | $ 1,621,900 | ||
Adjusted EBITDA | 631,000 | 492,300 | 304,500 | ||||||||||
Earnings from continuing operations attributable to noncontrolling interests | 224,100 | 218,200 | 190,800 | ||||||||||
Interest expense, net | (142,400) | (121,500) | (83,300) | ||||||||||
Depreciation and amortization | (149,900) | (97,500) | (60,300) | ||||||||||
Share-based compensation | (29,400) | (15,000) | (10,100) | ||||||||||
Net change in fair value of contingent consideration | 2,600 | (8,800) | 0 | ||||||||||
Transaction and integration costs | (80,000) | (8,400) | (33,900) | ||||||||||
Debt extinguishment costs | (30,300) | 0 | (16,900) | ||||||||||
Impairment charges | (221,300) | 0 | 0 | ||||||||||
Net gain on disposals and deconsolidations | 5,700 | 36,700 | 3,400 | ||||||||||
Purchase accounting adjustments | (5,500) | 0 | 0 | ||||||||||
Earnings from continuing operations before income taxes | (162,600) | $ 125,200 | $ 136,500 | $ 105,500 | 161,200 | $ 135,900 | $ 115,900 | $ 83,000 | 204,600 | 496,000 | 294,200 | ||
Acquisition and Capital Expenditures | 493,800 | 1,023,000 | 110,100 | ||||||||||
Assets | $ 16,708,900 | 16,708,900 | 6,499,300 | 16,708,900 | 6,499,300 | ||||||||
Physician Services [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net revenue | 2,229,700 | 1,336,800 | 512,000 | ||||||||||
Adjusted EBITDA | 366,300 | 266,100 | 107,000 | ||||||||||
Acquisition and Capital Expenditures | 406,400 | 854,400 | 28,900 | ||||||||||
Assets | 10,662,900 | 10,662,900 | 3,937,000 | 10,662,900 | 3,937,000 | ||||||||
Medical Transportation Segment [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net revenue | 198,100 | 0 | 0 | ||||||||||
Adjusted EBITDA | 24,600 | 0 | 0 | ||||||||||
Acquisition and Capital Expenditures | 10,000 | 0 | 0 | ||||||||||
Assets | 3,355,100 | 3,355,100 | 0 | 3,355,100 | 0 | ||||||||
Ambulatory Services [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net revenue | 1,268,200 | 1,230,100 | 1,109,900 | ||||||||||
Adjusted EBITDA | 240,100 | 226,200 | 197,500 | ||||||||||
Acquisition and Capital Expenditures | 77,400 | 168,600 | $ 81,200 | ||||||||||
Assets | $ 2,690,900 | $ 2,690,900 | $ 2,562,300 | $ 2,690,900 | $ 2,562,300 |
Financial Information for th101
Financial Information for the Company and Its Subsidiaries (Balance Sheets) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 331.6 | $ 106.7 | $ 208.1 | $ 50.8 |
Insurance collateral | 87 | 27.4 | ||
Accounts receivable, net | 1,755 | 337.3 | ||
Supplies inventory | 61.2 | 21.4 | ||
Prepaid and other current assets | 176.5 | 44.9 | ||
Total current assets | 2,411.3 | 537.7 | ||
Property and equipment, net | 595.2 | 189.2 | ||
Investments in and advances to affiliates | 116.9 | 169.2 | ||
Intercompany receivable | 0 | 0 | ||
Goodwill | 8,819 | 3,970.2 | 3,381.1 | |
Intangible assets, net | 4,604.9 | 1,594.6 | ||
Other assets | 161.6 | 38.4 | ||
Total assets | 16,708.9 | 6,499.3 | ||
Current liabilities: | ||||
Current portion of long-term debt | 47 | 20.4 | ||
Accounts payable | 101.3 | 32.6 | ||
Accrued salaries and benefits | 561.2 | 202.5 | ||
Accrued interest | 51.4 | 30.5 | ||
Other accrued liabilities | 393.4 | 99.9 | ||
Total current liabilities | 1,154.3 | 385.9 | ||
Long-term debt | 5,791.6 | 2,358 | ||
Deferred income taxes | 1,680.7 | 699.5 | ||
Insurance reserves | 370.5 | 67.9 | ||
Other long-term liabilities | 141 | 47.6 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 182.9 | 175.7 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 6,731.1 | 2,293.4 | ||
Noncontrolling interests – non-redeemable | 656.8 | 471.3 | ||
Total equity | 7,387.9 | 2,764.7 | ||
Total liabilities and equity | 16,708.9 | 6,499.3 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Insurance collateral | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | (1) | (6.4) | ||
Total current assets | (1) | (6.4) | ||
Property and equipment, net | 0 | 0 | ||
Investments in and advances to affiliates | (13,763.1) | (5,371.8) | ||
Intercompany receivable | (2,616.1) | (1,466.6) | ||
Goodwill | 5,023.4 | 2,781.5 | ||
Intangible assets, net | 0 | 0 | ||
Other assets | (10.7) | 0 | ||
Total assets | (11,367.5) | (4,063.3) | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued salaries and benefits | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | (1) | (6.4) | ||
Total current liabilities | (1) | (6.4) | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Insurance reserves | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany payable | (2,616.1) | (1,466.6) | ||
Noncontrolling interests – redeemable | 112.4 | 112.7 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | (9,314.2) | (3,126.7) | ||
Noncontrolling interests – non-redeemable | 451.4 | 423.7 | ||
Total equity | (8,862.8) | (2,703) | ||
Total liabilities and equity | (11,367.5) | (4,063.3) | ||
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 41.6 | 20.4 | 134.4 | 6.7 |
Insurance collateral | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | 21.2 | 14 | ||
Total current assets | 62.8 | 34.4 | ||
Property and equipment, net | 11.6 | 12.5 | ||
Investments in and advances to affiliates | 11,626.9 | 3,771.5 | ||
Intercompany receivable | 2,324.9 | 1,466.6 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 12.8 | 12.8 | ||
Other assets | 31.3 | 21.2 | ||
Total assets | 14,070.3 | 5,319 | ||
Current liabilities: | ||||
Current portion of long-term debt | 35 | 8.7 | ||
Accounts payable | 5 | 2.8 | ||
Accrued salaries and benefits | 13.4 | 31.5 | ||
Accrued interest | 51.4 | 30.5 | ||
Other accrued liabilities | 3.9 | 0 | ||
Total current liabilities | 108.7 | 73.5 | ||
Long-term debt | 5,749 | 2,326.1 | ||
Deferred income taxes | 1,446.9 | 605.6 | ||
Insurance reserves | 4.2 | 0 | ||
Other long-term liabilities | 30.4 | 20.4 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 6,731.1 | 2,293.4 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 6,731.1 | 2,293.4 | ||
Total liabilities and equity | 14,070.3 | 5,319 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 59.7 | 24.5 | 20.8 | 0 |
Insurance collateral | 0.8 | 0 | ||
Accounts receivable, net | 739.4 | 140.7 | ||
Supplies inventory | 37.8 | 0 | ||
Prepaid and other current assets | 99.7 | 14.7 | ||
Total current assets | 937.4 | 179.9 | ||
Property and equipment, net | 390.9 | 13.2 | ||
Investments in and advances to affiliates | 2,253.1 | 1,769.5 | ||
Intercompany receivable | 291.2 | 0 | ||
Goodwill | 3,795.6 | 1,188.7 | ||
Intangible assets, net | 3,019 | 1,127.3 | ||
Other assets | 81.6 | 14.7 | ||
Total assets | 10,768.8 | 4,293.3 | ||
Current liabilities: | ||||
Current portion of long-term debt | 1 | 0 | ||
Accounts payable | 65.5 | 3.7 | ||
Accrued salaries and benefits | 263.5 | 106.6 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 287.6 | 72.3 | ||
Total current liabilities | 617.6 | 182.6 | ||
Long-term debt | 1.7 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Insurance reserves | 219.2 | 67.9 | ||
Other long-term liabilities | 71.7 | 6.9 | ||
Intercompany payable | 2,290.1 | 1,443.2 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 7,568.5 | 2,592.7 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 7,568.5 | 2,592.7 | ||
Total liabilities and equity | 10,768.8 | 4,293.3 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 230.3 | 61.8 | $ 52.9 | $ 44.1 |
Insurance collateral | 86.2 | 27.4 | ||
Accounts receivable, net | 1,015.6 | 196.6 | ||
Supplies inventory | 23.4 | 21.4 | ||
Prepaid and other current assets | 56.6 | 22.6 | ||
Total current assets | 1,412.1 | 329.8 | ||
Property and equipment, net | 192.7 | 163.5 | ||
Investments in and advances to affiliates | 0 | 0 | ||
Intercompany receivable | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 1,573.1 | 454.5 | ||
Other assets | 59.4 | 2.5 | ||
Total assets | 3,237.3 | 950.3 | ||
Current liabilities: | ||||
Current portion of long-term debt | 11 | 11.7 | ||
Accounts payable | 30.8 | 26.1 | ||
Accrued salaries and benefits | 284.3 | 64.4 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 102.9 | 34 | ||
Total current liabilities | 429 | 136.2 | ||
Long-term debt | 40.9 | 31.9 | ||
Deferred income taxes | 233.8 | 93.9 | ||
Insurance reserves | 147.1 | 0 | ||
Other long-term liabilities | 38.9 | 20.3 | ||
Intercompany payable | 326 | 23.4 | ||
Noncontrolling interests – redeemable | 70.5 | 63 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 1,745.7 | 534 | ||
Noncontrolling interests – non-redeemable | 205.4 | 47.6 | ||
Total equity | 1,951.1 | 581.6 | ||
Total liabilities and equity | $ 3,237.3 | $ 950.3 |
Financial Information for th102
Financial Information for the Company and Its Subsidiaries (Income Statements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | $ 1,390,600 | $ 822,200 | $ 758,500 | $ 724,700 | $ 704,300 | $ 650,200 | $ 642,000 | $ 570,400 | $ 3,696,000 | $ 2,566,900 | $ 1,621,900 |
Operating expenses: | |||||||||||
Salaries and benefits | 2,137,800 | 1,319,400 | 699,500 | ||||||||
Supply cost | 202,800 | 184,200 | 164,300 | ||||||||
Insurance expense | 90,500 | 56,900 | 29,300 | ||||||||
Other operating expenses | 466,800 | 335,900 | 250,700 | ||||||||
Transaction and integration costs | 80,000 | 8,400 | 33,900 | ||||||||
Impairment charges | 221,300 | 0 | 0 | ||||||||
Depreciation and amortization | 149,900 | 97,500 | 60,300 | ||||||||
Total operating expenses | 3,349,100 | 2,002,300 | 1,238,000 | ||||||||
Net gain (loss) on disposals and deconsolidations | 5,700 | 36,700 | 3,400 | ||||||||
Equity in earnings of affiliates | 23,700 | 16,200 | 7,100 | ||||||||
Operating income | 376,300 | 617,500 | 394,400 | ||||||||
Interest expense (income), net | 142,400 | 121,500 | 83,300 | ||||||||
Debt extinguishment costs | 30,300 | 0 | 16,900 | ||||||||
Other income, net | 1,000 | 0 | 0 | ||||||||
Earnings from continuing operations before income taxes | (162,600) | 125,200 | 136,500 | 105,500 | 161,200 | 135,900 | 115,900 | 83,000 | 204,600 | 496,000 | 294,200 |
Income tax expense (benefit) | (900) | 113,800 | 48,100 | ||||||||
Net earnings from continuing operations | (77,900) | 95,600 | 103,100 | 84,700 | 124,400 | 98,300 | 90,700 | 68,800 | 205,500 | 382,200 | 246,100 |
Net loss from discontinued operations | 0 | 0 | 0 | 0 | (1,000) | 0 | 0 | 0 | 0 | (1,000) | (1,300) |
Net earnings | (77,900) | 95,600 | 103,100 | 84,700 | 123,400 | 98,300 | 90,700 | 68,800 | 205,500 | 381,200 | 244,800 |
Net earnings attributable to noncontrolling interests | 224,100 | 218,200 | 191,100 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (18,600) | 163,000 | 53,700 | ||||||||
Preferred stock dividends | (9,100) | (9,100) | (4,500) | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (137,800) | 37,700 | 43,800 | 28,600 | 63,300 | 40,300 | 31,500 | 18,800 | (27,700) | 153,900 | 49,200 |
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | (137,800) | 37,700 | 43,800 | 28,600 | 64,300 | 40,300 | 31,500 | 18,800 | (27,700) | 154,900 | 50,800 |
Loss from discontinued operations, net of income tax | 0 | 0 | 0 | 0 | (1,000) | 0 | 0 | 0 | 0 | (1,000) | (1,600) |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | $ (137,800) | $ 37,700 | $ 43,800 | $ 28,600 | $ 63,300 | $ 40,300 | $ 31,500 | $ 18,800 | (27,700) | 153,900 | 49,200 |
Comprehensive income attributable to Envision Healthcare Corporation | (18,800) | 163,000 | 53,700 | ||||||||
Consolidating Adjustments [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | (50,400) | (78,700) | (24,300) | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | (6,300) | (500) | (5,700) | ||||||||
Supply cost | (100) | 0 | |||||||||
Insurance expense | (1,900) | 0 | 0 | ||||||||
Other operating expenses | (42,200) | (78,100) | (18,600) | ||||||||
Transaction and integration costs | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating expenses | (50,400) | (78,700) | (24,300) | ||||||||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | (389,500) | (617,800) | (445,500) | ||||||||
Operating income | (389,500) | (617,800) | (445,500) | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Debt extinguishment costs | 0 | 0 | |||||||||
Other income, net | 0 | ||||||||||
Earnings from continuing operations before income taxes | (389,500) | (617,800) | (445,500) | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Net earnings from continuing operations | (617,800) | (445,500) | |||||||||
Net loss from discontinued operations | 0 | 0 | |||||||||
Net earnings | (389,500) | (617,800) | (445,500) | ||||||||
Net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (389,500) | (617,800) | (445,500) | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (389,500) | (617,800) | (445,500) | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | (617,800) | (445,500) | |||||||||
Loss from discontinued operations, net of income tax | 0 | 0 | |||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (389,500) | (617,800) | (445,500) | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | (389,500) | (617,800) | (445,500) | ||||||||
Parent Company [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 30,800 | 28,600 | 24,800 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 90,300 | 69,100 | 65,700 | ||||||||
Supply cost | 0 | 0 | 0 | ||||||||
Insurance expense | 2,600 | 1,000 | 900 | ||||||||
Other operating expenses | 21,500 | 23,600 | 17,800 | ||||||||
Transaction and integration costs | 27,200 | 1,800 | 29,000 | ||||||||
Impairment charges | 0 | ||||||||||
Depreciation and amortization | 4,500 | 3,900 | 4,000 | ||||||||
Total operating expenses | 146,100 | 99,400 | 117,400 | ||||||||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | 114,000 | 312,700 | 216,600 | ||||||||
Operating income | (1,300) | 241,900 | 124,000 | ||||||||
Interest expense (income), net | (8,500) | 41,100 | 48,000 | ||||||||
Debt extinguishment costs | 30,300 | 16,900 | |||||||||
Other income, net | 1,000 | ||||||||||
Earnings from continuing operations before income taxes | (22,100) | 200,800 | 59,100 | ||||||||
Income tax expense (benefit) | (3,500) | 36,800 | 8,100 | ||||||||
Net earnings from continuing operations | 164,000 | 51,000 | |||||||||
Net loss from discontinued operations | (1,000) | 2,700 | |||||||||
Net earnings | (18,600) | 163,000 | 53,700 | ||||||||
Net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (18,600) | 163,000 | 53,700 | ||||||||
Preferred stock dividends | (9,100) | (9,100) | (4,500) | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (27,700) | 153,900 | 49,200 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 154,900 | 46,500 | |||||||||
Loss from discontinued operations, net of income tax | (1,000) | 2,700 | |||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | (27,700) | 153,900 | 49,200 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | (18,600) | 163,000 | 53,700 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 1,405,900 | 817,100 | 308,500 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 1,015,700 | 590,200 | 228,300 | ||||||||
Supply cost | 8,400 | 1,600 | 900 | ||||||||
Insurance expense | 47,100 | 26,800 | 12,800 | ||||||||
Other operating expenses | 61,500 | 73,600 | 3,200 | ||||||||
Transaction and integration costs | 52,700 | 6,600 | 4,900 | ||||||||
Impairment charges | 221,300 | ||||||||||
Depreciation and amortization | 87,500 | 42,000 | 23,700 | ||||||||
Total operating expenses | 1,494,200 | 740,800 | 273,800 | ||||||||
Net gain (loss) on disposals and deconsolidations | 6,600 | 37,300 | 3,400 | ||||||||
Equity in earnings of affiliates | 299,200 | 321,300 | 236,000 | ||||||||
Operating income | 217,500 | 434,900 | 274,100 | ||||||||
Interest expense (income), net | 112,700 | 66,900 | 33,000 | ||||||||
Debt extinguishment costs | 0 | 0 | |||||||||
Other income, net | 0 | ||||||||||
Earnings from continuing operations before income taxes | 104,800 | 368,000 | 241,100 | ||||||||
Income tax expense (benefit) | (10,300) | 55,300 | 24,500 | ||||||||
Net earnings from continuing operations | 312,700 | 216,600 | |||||||||
Net loss from discontinued operations | 0 | 0 | |||||||||
Net earnings | 115,100 | 312,700 | 216,600 | ||||||||
Net earnings attributable to noncontrolling interests | 1,100 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | 114,000 | 312,700 | 216,600 | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | 114,000 | 312,700 | 216,600 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 312,700 | 216,600 | |||||||||
Loss from discontinued operations, net of income tax | 0 | 0 | |||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | 114,000 | 312,700 | 216,600 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | 113,800 | 312,700 | 216,600 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 2,309,700 | 1,799,900 | 1,312,900 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 1,038,100 | 660,600 | 411,200 | ||||||||
Supply cost | 194,400 | 182,700 | 163,400 | ||||||||
Insurance expense | 42,700 | 29,100 | 15,600 | ||||||||
Other operating expenses | 426,000 | 316,800 | 248,300 | ||||||||
Transaction and integration costs | 100 | 0 | 0 | ||||||||
Impairment charges | 0 | ||||||||||
Depreciation and amortization | 57,900 | 51,600 | 32,600 | ||||||||
Total operating expenses | 1,759,200 | 1,240,800 | 871,100 | ||||||||
Net gain (loss) on disposals and deconsolidations | (900) | (600) | 0 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Operating income | 549,600 | 558,500 | 441,800 | ||||||||
Interest expense (income), net | 38,200 | 13,500 | 2,300 | ||||||||
Debt extinguishment costs | 0 | 0 | |||||||||
Other income, net | 0 | ||||||||||
Earnings from continuing operations before income taxes | 511,400 | 545,000 | 439,500 | ||||||||
Income tax expense (benefit) | 12,900 | 21,700 | 15,500 | ||||||||
Net earnings from continuing operations | 523,300 | 424,000 | |||||||||
Net loss from discontinued operations | 0 | (4,000) | |||||||||
Net earnings | 498,500 | 523,300 | 420,000 | ||||||||
Net earnings attributable to noncontrolling interests | 223,000 | 218,200 | 191,100 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | 275,500 | 305,100 | 228,900 | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | 275,500 | 305,100 | 228,900 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 305,100 | 233,200 | |||||||||
Loss from discontinued operations, net of income tax | 0 | (4,300) | |||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | 275,500 | 305,100 | 228,900 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | $ 275,500 | $ 305,100 | $ 228,900 |
Financial Information for th103
Financial Information for the Company and Its Subsidiaries (Cash Flow Statements) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | $ 419.8 | $ 538 | $ 424.8 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | (394.3) | (962.7) | (2,184.1) |
Acquisition of property and equipment | (99.5) | (60.3) | (40.2) |
Increase in cash due to merger | 165.8 | 0 | 0 |
Increase in cash due to consolidation of previously unconsolidated affiliates | 31.4 | 0 | 0 |
Purchases of marketable securities | (1.6) | (3.9) | (6.5) |
Maturities of marketable securities | 3.8 | 4.2 | 3.5 |
Other | (9.3) | 5.9 | 2.2 |
Net cash flows used in investing activities | (303.7) | (1,016.8) | (2,225.1) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 4,509.2 | 560.1 | 2,049 |
Repayment on long-term borrowings | (4,062.1) | (392.6) | (408.5) |
Distributions to owners, including noncontrolling interests | (227.9) | (214.9) | (190.1) |
Capital contributions | 0 | 0 | 0 |
Proceeds from preferred stock offering | 0 | 0 | 172.5 |
Proceeds from common stock offering | 0 | 466.8 | 439.9 |
Payments of equity issuance costs | 0 | (19.1) | (24.5) |
Financing costs incurred | (103.4) | (1.1) | (78.2) |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Other financing activities, net | (7) | (21.8) | (2.5) |
Net cash flows provided by financing activities | 108.8 | 377.4 | 1,957.6 |
Net increase (decrease) in cash and cash equivalents | 224.9 | (101.4) | 157.3 |
Cash and cash equivalents, beginning of period | 106.7 | 208.1 | 50.8 |
Cash and cash equivalents, end of period | 331.6 | 106.7 | 208.1 |
Consolidating Adjustments [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | (468.1) | (346.2) | (413.6) |
Cash flows from investing activities: | |||
Acquisitions and related transactions | 392.4 | 764.3 | 2,126.7 |
Acquisition of property and equipment | 0 | 0 | 0 |
Increase in cash due to merger | 0 | ||
Increase in cash due to consolidation of previously unconsolidated affiliates | 0 | ||
Purchases of marketable securities | 0 | 0 | 0 |
Maturities of marketable securities | 0 | 0 | 0 |
Other | 0 | 0 | 0 |
Net cash flows used in investing activities | 392.4 | 764.3 | 2,126.7 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 0 | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 | 0 |
Distributions to owners, including noncontrolling interests | 468 | 346.2 | 413.6 |
Capital contributions | (388.5) | (757.8) | (2,124.1) |
Proceeds from preferred stock offering | 0 | ||
Proceeds from common stock offering | 0 | 0 | |
Payments of equity issuance costs | 0 | 0 | |
Financing costs incurred | 0 | 0 | 0 |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Other financing activities, net | (3.8) | (6.5) | (2.6) |
Net cash flows provided by financing activities | 75.7 | (418.1) | (1,713.1) |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 | 0 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 80.7 | 40.4 | 109.1 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | (388.5) | (757.8) | (2,124.1) |
Acquisition of property and equipment | (1.4) | (5.9) | (7.9) |
Increase in cash due to merger | 0 | ||
Increase in cash due to consolidation of previously unconsolidated affiliates | 0 | ||
Purchases of marketable securities | 0 | 0 | 0 |
Maturities of marketable securities | 0 | 0 | 0 |
Other | 0 | 0 | (3.1) |
Net cash flows used in investing activities | (389.9) | (763.7) | (2,135.1) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 4,500 | 546 | 2,040 |
Repayment on long-term borrowings | (4,045.6) | (379.7) | (396.5) |
Distributions to owners, including noncontrolling interests | 0 | 0 | 0 |
Capital contributions | 0 | 0 | 0 |
Proceeds from preferred stock offering | 172.5 | ||
Proceeds from common stock offering | 466.8 | 439.9 | |
Payments of equity issuance costs | (19.1) | (24.5) | |
Financing costs incurred | (103.4) | (1.1) | (78.2) |
Changes in intercompany balances with affiliates, net | (11.4) | 5 | 3 |
Other financing activities, net | (9.2) | (8.6) | (2.5) |
Net cash flows provided by financing activities | 330.4 | 609.3 | 2,153.7 |
Net increase (decrease) in cash and cash equivalents | 21.2 | (114) | 127.7 |
Cash and cash equivalents, beginning of period | 20.4 | 134.4 | 6.7 |
Cash and cash equivalents, end of period | 41.6 | 20.4 | 134.4 |
Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 240 | 353.6 | 295.8 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | (398.2) | (969.2) | (2,188.2) |
Acquisition of property and equipment | (60.8) | (23) | (9.9) |
Increase in cash due to merger | 50.4 | ||
Increase in cash due to consolidation of previously unconsolidated affiliates | 0 | ||
Purchases of marketable securities | 0 | 0 | 0 |
Maturities of marketable securities | 0 | 0 | 0 |
Other | (17.4) | 4.2 | 0.4 |
Net cash flows used in investing activities | (426) | (988) | (2,197.7) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 0 | 0 | 0 |
Repayment on long-term borrowings | (0.1) | 0 | 0 |
Distributions to owners, including noncontrolling interests | (215) | (109.9) | (202.2) |
Capital contributions | 388.5 | 757.8 | 2,124.1 |
Proceeds from preferred stock offering | 0 | ||
Proceeds from common stock offering | 0 | 0 | |
Payments of equity issuance costs | 0 | 0 | |
Financing costs incurred | 0 | 0 | 0 |
Changes in intercompany balances with affiliates, net | 45 | 0 | 0 |
Other financing activities, net | 2.8 | (9.8) | 0.8 |
Net cash flows provided by financing activities | 221.2 | 638.1 | 1,922.7 |
Net increase (decrease) in cash and cash equivalents | 35.2 | 3.7 | 20.8 |
Cash and cash equivalents, beginning of period | 24.5 | 20.8 | 0 |
Cash and cash equivalents, end of period | 59.7 | 24.5 | 20.8 |
Non-Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 567.2 | 490.2 | 433.5 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | 0 | 0 | 1.5 |
Acquisition of property and equipment | (37.3) | (31.4) | (22.4) |
Increase in cash due to merger | 115.4 | ||
Increase in cash due to consolidation of previously unconsolidated affiliates | 31.4 | ||
Purchases of marketable securities | (1.6) | (3.9) | (6.5) |
Maturities of marketable securities | 3.8 | 4.2 | 3.5 |
Other | 8.1 | 1.7 | 4.9 |
Net cash flows used in investing activities | 119.8 | (29.4) | (19) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 9.2 | 14.1 | 9 |
Repayment on long-term borrowings | (16.4) | (12.9) | (12) |
Distributions to owners, including noncontrolling interests | (480.9) | (451.2) | (401.5) |
Capital contributions | 0 | 0 | 0 |
Proceeds from preferred stock offering | 0 | ||
Proceeds from common stock offering | 0 | 0 | |
Payments of equity issuance costs | 0 | 0 | |
Financing costs incurred | 0 | 0 | 0 |
Changes in intercompany balances with affiliates, net | (33.6) | (5) | (3) |
Other financing activities, net | 3.2 | 3.1 | 1.8 |
Net cash flows provided by financing activities | (518.5) | (451.9) | (405.7) |
Net increase (decrease) in cash and cash equivalents | 168.5 | 8.9 | 8.8 |
Cash and cash equivalents, beginning of period | 61.8 | 52.9 | 44.1 |
Cash and cash equivalents, end of period | $ 230.3 | $ 61.8 | $ 52.9 |
Quarterly Statement of Opera104
Quarterly Statement of Operations Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 1,390,600 | $ 822,200 | $ 758,500 | $ 724,700 | $ 704,300 | $ 650,200 | $ 642,000 | $ 570,400 | $ 3,696,000 | $ 2,566,900 | $ 1,621,900 |
Earnings (loss) from continuing operations before income taxes | (162,600) | 125,200 | 136,500 | 105,500 | 161,200 | 135,900 | 115,900 | 83,000 | 204,600 | 496,000 | 294,200 |
Net earnings (loss) from continuing operations | (77,900) | 95,600 | 103,100 | 84,700 | 124,400 | 98,300 | 90,700 | 68,800 | 205,500 | 382,200 | 246,100 |
Net loss from discontinued operations | 0 | 0 | 0 | 0 | (1,000) | 0 | 0 | 0 | 0 | (1,000) | (1,300) |
Net earnings | (77,900) | 95,600 | 103,100 | 84,700 | 123,400 | 98,300 | 90,700 | 68,800 | 205,500 | 381,200 | 244,800 |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Continuing | (137,800) | 37,700 | 43,800 | 28,600 | 64,300 | 40,300 | 31,500 | 18,800 | (27,700) | 154,900 | 50,800 |
Discontinued | 0 | 0 | 0 | 0 | (1,000) | 0 | 0 | 0 | 0 | (1,000) | (1,600) |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders | $ (137,800) | $ 37,700 | $ 43,800 | $ 28,600 | $ 63,300 | $ 40,300 | $ 31,500 | $ 18,800 | $ (27,700) | $ 153,900 | $ 49,200 |
Basic net earnings (loss) from continuing operations per share (in USD per share) | $ (1.84) | $ 0.70 | $ 0.82 | $ 0.53 | $ 1.31 | $ 0.85 | $ 0.66 | $ 0.39 | $ (0.47) | $ 3.22 | $ 1.29 |
Basic net earnings (loss) per share (in USD per share) | (1.84) | 0.70 | 0.82 | 0.53 | 1.28 | 0.85 | 0.66 | 0.39 | (0.47) | 3.20 | 1.25 |
Diluted net earnings (loss) from continuing operations per share (in USD per share) | (1.84) | 0.69 | 0.80 | 0.53 | 1.26 | 0.83 | 0.65 | 0.39 | (0.47) | 3.18 | 1.28 |
Diluted net earnings (loss) per share (in USD per share) | $ (1.84) | $ 0.69 | $ 0.80 | $ 0.53 | $ 1.24 | $ 0.83 | $ 0.65 | $ 0.39 | $ (0.47) | $ 3.16 | $ 1.24 |
Business Acquisition [Line Items] | |||||||||||
Deferred financing costs | $ 111,000 | $ 47,200 | $ 111,000 | $ 47,200 | |||||||
Debt extinguishment costs | (30,300) | $ 0 | $ (16,900) | ||||||||
EHH Merger [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt and equity issuance costs | 199,000 | 199,000 | |||||||||
Deferred financing costs | 94,900 | 94,900 | |||||||||
Fees and expenses associated with acquisition | $ 73,800 | 73,800 | |||||||||
Debt extinguishment costs | $ (30,300) |