Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 120,925,991 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 7,325,596,447 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 312.2 | $ 316.9 |
Insurance collateral | 86.2 | 87 |
Accounts receivable, net of allowance of $2,554.5 and $584.0, respectively | 1,405.8 | 1,297.8 |
Supplies inventory | 22.7 | 23.4 |
Prepaid and other current assets | 165.6 | 135.1 |
Current assets held for sale | 2,751.8 | 551.1 |
Total current assets | 4,744.3 | 2,411.3 |
Property and equipment, net | 302.7 | 300.8 |
Investments in unconsolidated affiliates | 156.7 | 114.7 |
Goodwill | 7,536.1 | 7,584 |
Intangible assets, net | 3,665.5 | 3,675.5 |
Other assets | 167.3 | 134.2 |
Noncurrent assets held for sale | 0 | 2,488.4 |
Total assets | 16,572.6 | 16,708.9 |
Current liabilities: | ||
Current portion of long-term debt | 52.1 | 46.6 |
Accounts payable | 62.2 | 69.9 |
Accrued salaries and benefits | 548 | 483.8 |
Accrued interest | 52.1 | 51.4 |
Other accrued liabilities | 281.6 | 253.2 |
Current liabilities held for sale | 399.1 | 249.4 |
Total current liabilities | 1,395.1 | 1,154.3 |
Long-term debt, net of deferred financing costs of $97.3 and $111.0, respectively | 6,263.3 | 5,790.2 |
Deferred income taxes | 1,089.3 | 1,343.7 |
Insurance reserves | 318.5 | 278.9 |
Other long-term liabilities | 149.9 | 102.4 |
Noncurrent liabilities held for sale | 0 | 468.6 |
Commitments and contingencies | ||
Noncontrolling interests – redeemable | 187.1 | 182.9 |
Equity: | ||
Preferred stock, $0.01 par value, 100,000 shares authorized, 0 and 1,725 shares issued and outstanding, respectively | 0 | 0.1 |
Common stock, $0.01 par value, 1,000,000 shares authorized, 121,021 and 117,478 shares issued and outstanding, respectively | 1.2 | 1.2 |
Additional paid-in capital | 6,008.9 | 5,976.3 |
Retained earnings | 521.2 | 753.7 |
Accumulated other comprehensive loss | (4.2) | (0.2) |
Total Envision Healthcare Corporation equity | 6,527.1 | 6,731.1 |
Noncontrolling interests – non-redeemable | 642.3 | 656.8 |
Total equity | 7,169.4 | 7,387.9 |
Total liabilities and equity | $ 16,572.6 | $ 16,708.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 2,554.5 | $ 584 |
Less net deferred financing costs | $ 97.3 | $ 111 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 1,725,000 |
Preferred stock, shares outstanding | 0 | 1,725,000 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 121,021,000 | 117,478,000 |
Common stock, shares outstanding | 121,021,000 | 117,478,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 12,177.5 | $ 4,322.4 | $ 2,833 |
Provision for uncollectibles | (4,358.2) | (824.5) | (266.1) |
Net revenue | 7,819.3 | 3,497.9 | 2,566.9 |
Operating expenses: | |||
Salaries and benefits | 5,627.4 | 2,060.6 | 1,344.4 |
Supply cost | 222.7 | 198.4 | 184.3 |
Insurance expense | 144.2 | 45.5 | 31.2 |
Other operating expenses | 777.7 | 417.7 | 336.5 |
Transaction and integration costs | 88.7 | 76.3 | 8.4 |
Impairment charges | 500.3 | 221.3 | 0 |
Depreciation and amortization | 288.9 | 137.6 | 97.5 |
Total operating expenses | 7,649.9 | 3,157.4 | 2,002.3 |
Net gain (loss) on disposals and deconsolidations | (2.4) | 5.7 | 36.7 |
Equity in earnings of affiliates | 22.2 | 23.7 | 16.2 |
Operating income | 189.2 | 369.9 | 617.5 |
Interest expense, net | 231.1 | 142.4 | 121.5 |
Debt extinguishment costs | 0 | 30.3 | 0 |
Other income, net | 11 | 1 | 0 |
Earnings (loss) from continuing operations before income taxes | (30.9) | 198.2 | 496 |
Income tax expense (benefit) | (496.8) | (3.3) | 113.8 |
Net earnings from continuing operations | 465.9 | 201.5 | 382.2 |
Discontinued operations: | |||
Earnings (loss) from discontinued operations | (461.2) | 6.4 | (1.7) |
Income tax (expense) benefit from discontinued operations | (30.7) | (2.4) | 0.7 |
Net earnings (loss) from discontinued operations | (491.9) | 4 | (1) |
Net earnings (loss) | (26) | 205.5 | 381.2 |
Less net earnings attributable to noncontrolling interests | 202 | 224.1 | 218.2 |
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (228) | (18.6) | 163 |
Preferred stock dividends | (4.5) | (9.1) | (9.1) |
Net earnings attributable to Envision Healthcare Corporation stockholders | (232.5) | (27.7) | 153.9 |
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||
Earnings (loss) from continuing operations, net of income tax | 259.4 | (31.7) | 154.9 |
Earnings (loss) from discontinued operations, net of income tax | (491.9) | 4 | (1) |
Net earnings attributable to Envision Healthcare Corporation stockholders | $ (232.5) | $ (27.7) | $ 153.9 |
Basic earnings (loss) per share attributable to common stockholders: | |||
Net earnings (loss) from continuing operations (usd per share) | $ 2.19 | $ (0.54) | $ 3.22 |
Net earnings (loss) from discontinued operations (usd per share) | (4.15) | 0.07 | (0.02) |
Net earnings (loss) (usd per share) | (1.96) | (0.47) | 3.20 |
Diluted earnings (loss) per share attributable to common stockholders: | |||
Net earnings (loss) from continuing operations (usd per share) | 2.14 | (0.54) | 3.18 |
Net earnings (loss) from discontinued operations (usd per share) | (4.07) | 0.07 | (0.02) |
Net earnings (loss) (usd per share) | $ (1.93) | $ (0.47) | $ 3.16 |
Weighted average number of shares and share equivalents outstanding (in thousands): | |||
Basic (in shares) | 118,397 | 59,002 | 48,058 |
Diluted (in shares) | 120,943 | 59,002 | 51,612 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ (26) | $ 205.5 | $ 381.2 |
Other comprehensive income, net of income tax: | |||
Unrealized holding loss during the period, net of income tax | (4) | (0.2) | 0 |
Comprehensive income (loss), net of income tax | (30) | 205.3 | 381.2 |
Less comprehensive income attributable to noncontrolling interests | 202 | 224.1 | 218.2 |
Comprehensive income (loss) attributable to Envision Healthcare Corporation stockholders | $ (232) | $ (18.8) | $ 163 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Millions | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-Controlling Interests - Non-Redeemable | Total Equity (Permanent) | Noncontrolling Interests - Redeemable (Temporary Equity) |
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 (in shares) | 5,835,000 | ||||||||
Issuance of stock | $ 447.7 | 447.7 | |||||||
Issuance of restricted stock (in shares) | 314,000 | ||||||||
Cancellation of restricted stock (in shares) | (14,000) | ||||||||
Stock options exercised (in shares) | 113,220 | 113,000 | |||||||
Stock options exercised | $ 2.6 | 2.6 | |||||||
Stock repurchased (in shares) | (67,000) | ||||||||
Stock repurchased | $ (3.7) | (3.7) | |||||||
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) | |||||
Balance (in shares) at Dec. 31, 2015 | 54,294,000 | 1,725,000 | |||||||
Balance at Dec. 31, 2015 | $ 1,345.4 | $ 166.6 | $ 0 | 781.4 | $ 0 | 471.3 | 2,764.7 | 175.7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings (loss) | $ 205.5 | (18.6) | 73.6 | 55 | 150.5 | ||||
Conversion of stock to $0.01 par value | $ (1,344.8) | $ (166.5) | 1,511.3 | 0 | |||||
Issuance of stock (in shares) | 62,582,000 | ||||||||
Issuance of stock | $ 0.6 | 4,262.5 | 4,263.1 | ||||||
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 (in shares) | 40,408 | 40,000 | |||||||
Stock options exercised | 0.7 | 0.7 | |||||||
Stock repurchased (in shares) | (83,000) | ||||||||
Stock repurchased | (6.1) | (6.1) | |||||||
Share-based compensation | 29.4 | 29.4 | |||||||
Tax benefit related to exercise of share-based awards | 3.9 | 3.9 | |||||||
Dividends paid on preferred stock | (9.1) | (9.1) | |||||||
Acquisitions and other transactions impacting noncontrolling interests | 1.8 | 189 | 190.8 | 4 | |||||
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 | |||||
Unrealized holding gain on investments, net of income tax | (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 | $ 1.2 | $ 0.1 | 5,976.3 | 753.7 | (0.2) | 656.8 | 7,387.9 | 182.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value (in USD per share) | $ 0.01 | ||||||||
Net earnings (loss) | $ (26) | (228) | 65.8 | (162.2) | 136.2 | ||||
Issuance of restricted stock (in shares) | 71,000 | ||||||||
Cancellation of restricted stock (in shares) | (45,000) | ||||||||
Conversion of preferred stock (in shares) | 3,128,000 | (1,725,000) | |||||||
Conversion of preferred stock | $ (0.1) | 0.1 | 0 | ||||||
Stock options exercised (in shares) | 523,181 | 523,000 | |||||||
Stock options exercised | 5.4 | 5.4 | |||||||
Stock repurchased (in shares) | (134,000) | ||||||||
Stock repurchased | (9.5) | (9.5) | |||||||
Share-based compensation | 48.7 | 48.7 | |||||||
Dividends paid on preferred stock | (4.5) | (4.5) | |||||||
Acquisitions and other transactions impacting noncontrolling interests | 0.8 | 23.7 | 24.5 | (0.5) | |||||
Distributions to noncontrolling interests, net of capital contributions | (83.4) | (83.4) | (145.4) | ||||||
Disposals and other transactions impacting noncontrolling interests | (12.9) | (20.6) | (33.5) | 13.9 | |||||
Unrealized holding gain on investments, net of income tax | $ 2.4 | (4) | (4) | ||||||
Balance (in shares) at Dec. 31, 2017 | 121,021,000 | 0 | |||||||
Balance at Dec. 31, 2017 | $ 7,169.4 | $ 1.2 | $ 0 | $ 6,008.9 | $ 521.2 | $ (4.2) | $ 642.3 | $ 7,169.4 | $ 187.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value (in USD per share) | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (26) | $ 205.5 | $ 381.2 |
Adjustments to reconcile net earnings (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 434 | 149.9 | 97.5 |
Amortization of deferred loan costs | 17.2 | 9.2 | 8.4 |
Provision for uncollectibles | 5,276.2 | 917.2 | 287.4 |
Net (gain) loss on disposals and deconsolidations | 2.4 | (5.7) | (36.7) |
Share-based compensation | 48.7 | 29.4 | 15 |
Share-based compensation | 40.9 | 28.6 | 15 |
Deferred income taxes | (481.4) | (78.9) | 19 |
Equity in earnings of unconsolidated affiliates | (22.7) | (23.7) | (16.2) |
Debt extinguishment costs | 0 | 30.3 | 0 |
Impairment charges | 500.3 | 221.3 | 0 |
Net change in fair value of contingent consideration | 0.1 | (2.6) | 8.8 |
Loss on assets held for sale | 515.2 | 0 | 0 |
Other, net | 0 | (3.9) | (4) |
Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions: | |||
Accounts receivable | (5,455.5) | (1,003) | (326.2) |
Supplies inventory | 1 | (0.9) | (0.3) |
Prepaid and other current assets | (13.8) | (42.3) | 25.9 |
Accounts payable | (12.1) | (1.6) | 3.1 |
Accrued expenses and other liabilities | 9.4 | 2.3 | 66.6 |
Other, net | 4.4 | 17.3 | 8.5 |
Net cash flows provided by operating activities | 797.4 | 419.8 | 538 |
Cash flows from investing activities: | |||
Acquisitions and related expenses, net of cash acquired | (757.8) | (394.3) | (962.7) |
Acquisition of property and equipment | (208.9) | (99.5) | (60.3) |
Increase in cash due to merger (see Notes 1 and 4) | 0 | 165.8 | 0 |
Increase in cash due to consolidation of previously unconsolidated affiliates | 0 | 31.4 | 0 |
Purchases of marketable securities | (24.5) | (1.6) | (3.9) |
Maturities of marketable securities | 15 | 3.8 | 4.2 |
Other, net | (5.9) | (9.3) | 5.9 |
Net cash flows used in investing activities | (982.1) | (303.7) | (1,016.8) |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 801.9 | 4,509.2 | 560.1 |
Repayment on long-term borrowings | (341.7) | (4,062.1) | (392.6) |
Distributions to noncontrolling interests | (229.8) | (227.9) | (214.9) |
Proceeds from common stock offering | 0 | 0 | 466.8 |
Proceeds from issuance of common stock upon exercise of stock options | 5.4 | 0.7 | 2.6 |
Repurchase of common stock | (9.5) | (6.1) | (3.7) |
Payments of equity issuance costs | 0 | 0 | (19.1) |
Financing costs incurred | (3.5) | (103.4) | (1.1) |
Other, net | (17.5) | (1.6) | (20.7) |
Net cash flows provided by financing activities | 205.3 | 108.8 | 377.4 |
Net increase (decrease) in cash and cash equivalents | 20.6 | 224.9 | (101.4) |
Cash and cash equivalents, beginning of period | 331.6 | 106.7 | |
Less cash and cash equivalents of held for sale assets, end of period | 40 | 14.7 | 0 |
Cash and cash equivalents, end of period | $ 312.2 | $ 316.9 | $ 106.7 |
Description of Business and Sum
Description of Business and Summary of Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. 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. Following the completion of the Merger, the Company had three reportable segments: physician services, medical transportation and ambulatory services. The physician services segment reflects the combination of AmSurg’s physician services segment and EHH’s physician services segment, while the ambulatory services segment reflects AmSurg's ambulatory services segment. On February 28, 2017, the Company announced it would explore strategic alternatives for the medical transportation business. During the year ended December 31, 2017 , the Company's board of directors (the Board) approved a plan to actively market and divest the medical transportation business. Accordingly, the results of the medical transportation business have been recorded in discontinued operations for the years ended December 31, 2017 and 2016 and assets and liabilities have been recorded as held for sale as of December 31, 2017 and 2016 . The medical transportation business is no longer a separate reportable segment. See Note 5 for additional information. 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. 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, limited liability companies (LLCs) or limited partnerships (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. 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. Restricted Cash and Marketable Securities At December 31, 2017 and 2016 , the Company held restricted cash and cash equivalents of $30.8 million and $43.5 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. Supplemental Cash Flow Data The following presents supplemental cash flow statement disclosure (in millions): Year Ended December 31, 2017 2016 2015 Supplemental cash flow information: Interest payments $ 305.3 $ 112.9 $ 112.7 Income tax payments, net of refunds $ 24.5 $ 98.6 $ 74.6 Supplies Inventory 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 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 2% of total operating expenses for the year ended December 31, 2017 . 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 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 Certain prior year amounts in the accompanying consolidated financial statements and these notes have been reclassified to reflect the impact of discontinued operations as further discussed in Note 5 and also to conform classifications as a result of the Merger. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 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 and 2017, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU No. 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU No. 2016-10 “Identifying Performance Obligations and Licensing” • ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” • ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” • ASU No. 2017-13 “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior Securities and Exchange Commission (SEC) Staff Announcements and Observer Comments (SEC Update)” The guidance in ASU No. 2014-09 and the subsequently related ASUs will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company adopted the new standard effective January 1, 2018 using the modified retrospective method. As a result of using this approach, the Company will recognize the cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption. The adoption of the standard did not have a material impact on the results of operations or cash flows for the ambulatory services segment or its physician services segment. However, as a result of certain changes by ASU No. 2014-09 and the subsequently related ASUs, the majority of the Company's provision for uncollectibles will be recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at revenue. The majority of our revenue is generated from fee-for-service, patient revenue, which is derived principally through contracts originating from the provision of physician services during episodes of care to patients of healthcare facilities in communities served and from facility fees for procedures performed at medical centers. These episodes of care and procedures qualify as distinct goods and services, provided simultaneously together with other readily available resources, in a single instance of service, and thereby constitute a single performance obligation for each patient encounter and, in most instances, occur at readily determinable transaction prices. In addition, the Company adopted a portfolio approach to our sources of patient revenue, applied by specialty to each healthcare facility or medical center. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the new standard applied to individual patient contracts related to each episode of care. Accordingly, the Company does not expect a change to how patient revenue is currently recognized. Contract and other revenue primarily represents income earned from healthcare facilities and medical centers to supplement third-party and patient reimbursement and contract staffing assignments. The transaction price for these arrangements may be fixed or variable, with determination periods ranging from one month to 18 months. In these instances, the Company will estimate variable compensation at contract commencement and recognize revenue monthly on a straight-line basis, which correlates with the performance obligation to stand ready. Based on the Company’s evaluation of the new standard, the Company does not expect a material impact on our revenue recognition, results of operations, cash flows or policies as a result of adopting the new standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall,” which requires entities to measure at fair value equity investments that do not result in consolidation and are not accounted for under the equity method and recognize any changes in fair value in net income unless the investments qualify for the practicability exception. The standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company does not believe the impact of this ASU will be material to the Company's consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” and subsequently ASU No. 2017-13, which amend 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 a corresponding 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 consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which changed 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 was effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this standard effective January 1, 2017 and determined there were no unrecognized tax benefits which required reclassification from additional paid in capital to retained earnings. As a result of the adoption, the Company has recognized an expense of $2.0 million associated with the awards that were either exercised or vested during the year ended December 31, 2017 . 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 does not believe the impact of this ASU will be material to the Company's consolidated financial position, results of operations or 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 does not believe the impact of this ASU will be material to 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 elected to early adopt ASU 2017-04 effective October 1, 2017. See Note 10 for a discussion of the Company's goodwill and other indefinite-lived intangible assets and a discussion of the results of the annual assessment. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | Variable Interest Entities GAAP requires variable interest entities (VIEs) 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 VIEs 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. Physician Services Segment The physician services segment structures its contractual arrangements for 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 where 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 VIEs. 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 generally occurs 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, 2017 and 2016 , were $1.56 billion and $1.31 billion , respectively, and the total liabilities of the consolidated VIEs were $1.31 billion and $1.10 billion , respectively. Included in total assets as of December 31, 2017 and 2016 were $248.4 million and $215.7 million , respectively, 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. 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, 2017 and 2016 , were $375.3 million and $388.1 million , respectively, and the total liabilities of the consolidated VIEs were $119.8 million and $117.9 million , respectively. Included in total assets as of December 31, 2017 and 2016 , respectively, were $178.4 million and $185.5 million of assets, which were restricted as to use due to the Company's ownership percentage in these entities 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 $19.3 million and $14.7 million of debt guaranteed by the Company at December 31, 2017 and 2016 , 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 31 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 9 for further information. The Company recognized management and billing fees associated with these investments totaling $5.4 million , $13.7 million and $16.0 million during the years ended December 31, 2017 , 2016 and 2015 , 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 $3.9 million and $6.1 million as of December 31, 2017 and 2016 , 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, 2017 | |
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 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 and contract staffing assignments. Patients are billed 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 not yet billed are 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 are utilized. 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 contractual allowances based on contracted rates and historical or actual cash collections (net of recoveries), when available, and estimates 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 Company's contractual relationships with those 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. Contract and other revenue primarily represents income earned from healthcare facilities and medical centers to supplement third-party and patient reimbursement and contract staffing assignments. The transaction price for these arrangements may be fixed or variable, with determination periods ranging from one month to 18 months. In these instances, the Company expects to estimate variable compensation at contract commencement and recognize revenue monthly on a straight-line basis, which correlates with the performance obligation to stand ready. 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, 2017 2016 (1) 2015 Medicare $ 1,902.1 24 % $ 747.6 22 % $ 508.6 20 % Medicaid 657.1 8 187.1 5 96.1 4 Commercial and managed care 5,057.1 65 2,526.1 73 1,881.2 73 Self-pay 3,568.0 46 643.1 18 217.3 8 Net fee for service revenue 11,184.3 143 4,103.9 118 2,703.2 105 Contract and other revenue 993.2 13 218.5 6 129.8 5 Provision for uncollectibles (4,358.2 ) (56 ) (824.5 ) (24 ) (266.1 ) (10 ) Net revenue $ 7,819.3 100 % $ 3,497.9 100 % $ 2,566.9 100 % (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. During the year ended December 31, 2017 , 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. 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 segment 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 $25.2 million , $24.5 million and $21.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 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 allowances 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, 2017 $ 584.0 $ 4,383.4 $ (2,412.9 ) $ 2,554.5 Year ended December 31, 2016 167.4 849.0 (432.4 ) 584.0 Year ended December 31, 2015 113.4 287.4 (233.4 ) 167.4 The increase in the allowance for doubtful accounts from December 31, 2016 to December 31, 2017 is primarily a result of the Merger, which represents $1.87 billion , and from acquisitions completed during the year ended December 31, 2017 and the latter half of 2016 . Additionally, the allowance at December 31, 2016 has been reduced by $68.2 million related to the amount reclassified as part of the medical transportation business being held for sale. |
Acquisitions and Disposals
Acquisitions and Disposals | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Disposals | Acquisitions and Disposals 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. EHH Merger On December 1, 2016, AmSurg and EHH completed the Merger and the strategic combination of their respective businesses. The Company believes 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, 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, which provided for a $3.50 billion term loan and an $850.0 million ABL revolving credit facility (as defined in Note 13 ). 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. 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 and integration costs, and $30.3 million was recorded as debt extinguishment costs during the year ended December 31, 2016. Net revenues from continuing operations included in the Company's consolidated results as a result of the Merger were $4.17 billion $347.9 million during the years ended December 31, 2017 and 2016. Disclosure of net earnings associated with EHH since the closing date for the years ended December 31, 2017 and 2016 is not practicable as it is not being operated as a standalone business. Physician Services Activity The Company, through wholly owned subsidiaries, completed the acquisition of twelve physician practices in 2017 and eleven physician practices in 2016 . During 2017 and 2016 , the total consideration consisted of cash of $584.1 million and $355.0 million , respectively, which was paid in cash and funded by either operating cash flow or borrowings under the Company's existing or prior revolving credit agreement or a combination thereof. The acquisitions completed during the year ended December 31, 2017 consist of the following: Acquired Operations Location Date Acquired Specialty Sunshine Radiology, LLC Tampa Bay, FL January 2017 Radiology Emergency Professional Services Phoenix, AZ January 2017 Emergency Hamilton Anesthesia Associates, PC Trenton, NJ February 2017 Anesthesia Imaging Advantage, LLC Phoenix, AZ April 2017 Radiology Gwinnett Emergency Specialists, PC Lawrenceville, GA May 2017 Emergency Arizona Professional Corp Phoenix, AZ June 2017 Anesthesia Anesthesia Associates of New London, PC New London, CT June 2017 Anesthesia Northside Emergency Associates, PC Atlanta, GA June 2017 Emergency Infinity Healthcare, Inc. Milwaukee, WI June 2017 Emergency Cape Anesthesia & Pain Management Associates Cape May Court, NJ August 2017 Anesthesia Meriden Wallingford Anesthesia Group, PC Meriden, CT November 2017 Anesthesia Nova Anesthesia Professionals Villanova, PA December 2017 Anesthesia Ambulatory Services Activity During the years ended December 31, 2017 and 2016 , the Company, through wholly owned subsidiaries, acquired a controlling interest in four and seven surgery centers, respectively. The aggregate amount paid for the centers and for settlement of purchase price payable obligations during December 31, 2017 and 2016 was approximately $47.3 million and $39.3 million , respectively, and was paid in cash and funded by either operating cash flow or borrowings under the Company's existing or prior revolving credit agreement or a combination thereof. During the years ended December 31, 2017 and 2016 , the Company disposed of six and four surgery centers, respectively. The Company recognized a net loss from the disposals of $2.5 million in the year ended December 31, 2017 and a net gain from the disposals of $6.2 million in the year ended December 31, 2016 . The acquisitions completed during the year ended December 31, 2017 consist of the following: Acquired Operations Location Date Acquired Specialty MidAtlantic Endoscopy, LLC (two locations) Lancaster, PA February 2017 Gastroenterology Northeast Endoscopy Center, LLC Lowell, MA June 2017 Gastroenterology Maryland Surgery Center for Women, LLC Rockville, MD June 2017 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 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. During 2017, adjustments were recorded to the purchase price allocation related to EHH as part of the Company’s evaluation of the assets and liabilities existing at the date of acquisition. This resulted in a net increase to goodwill of approximately $103.3 million and corresponding changes to certain account classes from the preliminary allocation recorded at December 31, 2016 that are reflected in the table below, which has been finalized as of December 31, 2017 . 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): Cash and cash equivalents $ 165.8 Insurance collateral 59.9 Accounts receivable 1,153.2 Supplies inventory 38.7 Prepaid and other current assets 115.7 Property and equipment 375.9 Goodwill 4,624.1 Intangible assets 3,030.8 Other long-term assets 98.5 Accounts payable (64.4 ) Accrued salaries and benefits (338.0 ) Accrued interest (17.3 ) Other accrued liabilities (360.2 ) Deferred income taxes (883.2 ) Long term insurance reserves (318.1 ) Other long-term liabilities (60.3 ) Long-term debt (3,063.1 ) Total fair value 4,558.0 Less: Fair value attributable to noncontrolling interests 114.6 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 2017 and 2016 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in millions): 2017 (1) 2016 Accounts receivable $ 58.2 $ 28.5 Supplies inventory 0.3 0.8 Prepaid and other current assets 5.8 1.8 Property and equipment 3.1 17.2 Goodwill 472.2 300.8 Intangible assets 271.8 136.8 Other long-term assets 1.0 3.6 Accounts payable (8.4 ) (1.1 ) Accrued salaries and benefits (23.9 ) (5.9 ) Other accrued liabilities (39.3 ) (5.5 ) Deferred income taxes (37.4 ) (27.6 ) Other long-term liabilities (40.8 ) (4.2 ) Long-term debt (0.5 ) (12.6 ) Total fair value 662.1 432.6 Less: Fair value attributable to noncontrolling interests 30.8 26.9 Acquisition date fair value of total consideration transferred $ 631.3 $ 405.7 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with acquisitions completed during December 31, 2017 , including subsequent post acquisition date adjustments. During 2017 , 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 2016 . For the years ended December 31, 2017 and 2016 approximately $246.5 million and $148.1 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, 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 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. During the years ended December 31, 2017 , 2016 and 2015 , the Company incurred approximately $88.7 million , $76.3 million and $8.4 million of transaction and integration costs, respectively. The costs incurred during the year ended December 31, 2017 and 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. Net revenue and net earnings associated with completed acquisitions during the years ended December 31, 2017 and 2016 are (in millions): Year Ended December 31, 2017 2016 Net revenue $ 363.6 $ 104.0 Net earnings 13.9 12.3 Less: Net earnings attributable to noncontrolling interests 2.9 2.2 Net earnings attributable to Envision Healthcare Corporation stockholders $ 11.0 $ 10.1 The unaudited consolidated pro forma results for the years ended December 31, 2017 and 2016 , assuming all 2017 acquisitions had occurred on January 1, 2016 , and the Merger and all 2016 acquisitions had been consummated on January 1, 2015 are as follows (in millions): Year Ended December 31, 2017 2016 Net revenue $ 8,032.8 $ 7,788.5 Net earnings from continuing operations attributable to Envision Healthcare Corporation stockholders 286.9 233.3 The unaudited pro forma results for the year ended December 31, 2017 were adjusted to exclude $88.7 million of transaction costs, which is reflected in the unaudited pro forma results for 2016 , and $500.0 million of impairment charges. The unaudited pro forma results for the year ended December 31, 2016 were adjusted to exclude $76.3 million of transaction costs, $30.3 million of debt extinguishment costs and $221.3 million of impairment charges. The unaudited pro forma results for the year ended December 31, 2017 and 2016 were adjusted to exclude the results from the medical transportation business, including $58.1 million of pre-tax corporate overhead expenses allocated to continuing operations during the year ended December 31, 2017 . In addition, the unaudited pro forma results assume proceeds from the sale of the medical transportation business would be used to repay outstanding debt obligations. 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. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During 2017 , the Company initiated a strategic review of each of the Company's lines of business. As a result of that review, management and the Board determined that the Company will focus on physician centric services, including facility based physician services, post-acute services and ambulatory services, which partners with community based physicians across the country. Accordingly, the Board approved a plan to market and divest the medical transportation business, representing the historical medical transportation reportable segment. The Company determined that the planned divestiture of the medical transportation business meets the criteria for classification as discontinued operations. All historical operating results for the medical transportation business are reflected within discontinued operations in the consolidated statements of operations. Furthermore, all assets and liabilities associated with the medical transportation business were classified as assets and liabilities held for sale in our consolidated balance sheets for all periods presented and have been finalized in regards to the purchase price allocation from the Merger. On August 7, 2017, the Company executed a definitive agreement to sell its medical transportation business to an entity controlled by funds affiliated with KKR & Co. L.P. for approximately $2.40 billion in cash. The transaction is subject to regulatory approval and customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The Company received a second request from the Federal Trade Commission (FTC) asking for further information related to the transaction, and the buyer has agreed to certain divestiture remedies to address concerns raised by the FTC. In accordance with ASC 740, “Income Taxes”, a tax liability should be recognized for the excess of the financial reporting basis over the tax basis (or the tax benefit when the tax basis exceeds the financial reporting basis) of an investment in a subsidiary (outside basis difference) when it is apparent that the temporary differences will reverse in the foreseeable future. In connection with presenting the medical transportation business as a discontinued operation as of December 31, 2017 , the Company was required to re-evaluate its position related to the recognition of a deferred tax asset or liability for the outside basis differences of the entities being held for sale. Previously, deferred taxes for such outside basis differences had not been recognized as the Company applied one of the exceptions provided in ASC 740. However, the outside basis differences are now expected to reverse in the foreseeable future and therefore, these exceptions no longer applied at December 31, 2017 . As a result, the Company recorded deferred tax expense and associated deferred tax liability in the amount of $14.5 million , which is a component of income tax expense of discontinued operations, as of December 31, 2017 , and will be the obligation of the Company upon the completion of the divestiture of the medical transportation business. This amount decreased from $503.0 million at September 30, 2017 due to an expected change in the proposed tax structure as a significant portion of the medical transportation business will likely be disposed of through an asset sale rather than a stock sale. Additionally, the Tax Cuts and Jobs Act, (the Act) was signed into law and under ASC 740, the tax effects of changes in tax laws are allocated to income from continuing operations rather than discontinued operations. The following table is a reconciliation of the major classes of assets and liabilities classified as held for sale in the accompanying consolidated balance sheets representing the medical transportation business as of December 31, 2017 and December 31, 2016 (in millions): December 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 40.0 $ 14.7 Insurance collateral (1) 1.3 — Accounts receivable, net 479.9 457.2 Supplies inventory 36.3 37.8 Prepaid and other current assets 31.7 41.4 Property and equipment, net 310.2 294.4 Investments in unconsolidated affiliates 0.4 2.2 Goodwill 930.0 1,235.0 Intangible assets, net 899.0 929.4 Other assets 23.1 27.4 Total assets held for sale $ 2,751.9 $ 3,039.5 Liabilities Current liabilities: Current portion of long-term debt $ 0.1 $ 0.4 Accounts payable 27.4 31.4 Accrued salaries and benefits 67.0 77.4 Other accrued liabilities 177.2 140.2 Long-term debt 1.3 1.4 Deferred income taxes (2) — 337.0 Insurance reserves 94.3 91.6 Other long-term liabilities 31.8 38.6 Total liabilities held for sale $ 399.1 $ 718.0 (1) Insurance collateral for claims related to the medical transportation business are generally held within a captive insurance company. Such balances are available to settle the insurance claims of the medical transportation business but are not recorded into assets held for sale as the captive insurance company is a subsidiary of the Company, not the medical transportation business. (2) Substantially all of the deferred income taxes were transferred from discontinued operations to continuing operations as a result of the expected tax structure of the transaction discussed above. In addition to the impact to deferred tax expense, the proposed asset sale also impacted the net book value of the assets and liabilities expected to be transferred upon sale. As a result, the Company recorded a non-cash goodwill impairment charge of $515.2 million , which represents the difference between the estimated proceeds from the sale and the net book value of the assets held for sale. Upon completion of the sale, the Company expects to record an additional gain or loss on disposal at that time. The following table summarizes the results of discontinued operations for the years ended December 31, 2017 and 2016 (in millions): Year Ended December 31, 2017 2016 Net revenues $ 2,523.0 $ 198.1 Operating expenses: Salaries and benefits 1,380.8 114.7 Supply cost 57.5 4.8 Insurance expense 82.3 6.7 Other operating expenses 687.7 49.5 Transaction and integration costs 26.8 3.7 Loss on assets held for sale 515.2 — Depreciation and amortization 145.0 12.3 Total operating expenses 2,895.3 191.7 Equity in earnings of unconsolidated affiliates 0.5 — Operating income (loss) (371.8 ) 6.4 Interest expense, net 89.4 — Earnings (loss) before income taxes $ (461.2 ) $ 6.4 Results of discontinued operations: Earnings (loss) from discontinued operations $ (461.2 ) $ 6.4 Income tax expense of discontinued operations (30.7 ) (2.4 ) Net earnings (loss) from discontinued operations $ (491.9 ) $ 4.0 In accordance with ASC 205, “Presentation of Financial Statements”, for purposes of discontinued operations presentation, general corporate expenses are not permitted to be allocated to the operations of a business to be disposed. Accordingly, for the year ended December 31, 2017 and on a before tax basis, approximately $58.1 million of general corporate expenses, including allocations for corporate salaries and stock-based compensation, general and administrative costs and depreciation, were removed from the medical transportation business and reallocated to the Company's remaining segments. In addition, ASC 205 requires interest associated with debt that is required to be repaid as a result of the disposal transaction to be allocated to discontinued operations. Accordingly, during the year ended December 31, 2017 , the Company allocated $87.4 million in interest expense to the medical transportation business, which is reflected in the loss from discontinued operations. The Company estimated the interest allocation by applying the effective interest rate of the Company's Term Loan B - 2023 by the estimated proceeds, net of taxes and professional fees. For the year ended December 31, 2017 the net cash flows provided by operating activities attributable to discontinued operations were $178.9 million and the net cash flows used in investing activities attributable to discontinued operations were $232.1 million , including $119.4 million for acquisitions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , 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. 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. There were no significant transfers to or from Levels 1 and 2 during the year ended December 31, 2017 . 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, 2017 and 2016 (in millions): 2017 Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries $ 1.8 $ — $ — $ 1.8 Corporate bonds/Fixed income 10.4 30.8 — 41.2 Corporate equity 12.4 — — 12.4 Liabilities: Contingent consideration — — 8.0 8.0 2016 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 The following table summarizes the change in financial instruments classified as Level 3 in the fair value hierarchy as of December 31, 2017 (in millions): Balance at December 31, 2016 $ 1.0 Increase due to current period acquisitions 7.1 Net change in fair value (0.1 ) Balance at December 31, 2017 $ 8.0 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, 2017 and 2016 (in millions): 2017 2016 Available-for-sale securities: U.S. Treasuries $ 1.8 $ 1.0 Corporate bonds/Fixed income 41.2 28.3 Corporate equity 12.4 14.2 Total available-for-sale securities 55.4 43.5 Cash deposits and other 30.8 43.5 Insurance Collateral $ 86.2 $ 87.0 Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2017 and 2016 were as follows (in millions): December 31, 2017 Gross Gross Cost Unrealized Unrealized Fair Basis Gains Losses Value Description: U.S. Treasuries $ 1.8 $ — $ — $ 1.8 Corporate bonds/Fixed income 40.7 0.7 (0.2 ) 41.2 Corporate equity 10.5 1.9 — 12.4 Total available-for-sale securities $ 53.0 $ 2.6 $ (0.2 ) $ 55.4 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 As of December 31, 2017 , available-for-sale securities included U.S Treasuries, corporate bonds and fixed income securities of $3.8 million with contractual maturities within one year and $38.4 million with contractual maturities extending longer than one year through five years and $0.8 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, 2017 and were as follows (in millions): December 31, 2017 December 31, 2016 Fair Unrealized Fair Unrealized Value Losses Value Losses Description: Corporate bonds/Fixed income $ 16.0 $ (0.2 ) $ — $ — Corporate equity — — 7.6 (0.3 ) $ 16.0 $ (0.2 ) $ 7.6 $ (0.3 ) There were no available-for-sale investment securities that were other-than-temporarily impaired as of December 31, 2017 . 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 $15.0 million and $3.8 million on the sale and maturities of available-for-sale securities for the years ended December 31, 2017 and 2016 , respectively. For the year ended December 31, 2017 , a 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. There were $2.4 million of net unrealized gains and $0.2 million of net unrealized losses for the years ended December 31, 2017 and 2016 , respectively, recorded in accumulated other comprehensive income. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Income taxes receivable $ 74.3 $ 60.4 Prepaid expenses 59.9 38.6 Other 31.4 36.1 Total prepaid and other current assets $ 165.6 $ 135.1 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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 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, 2017 and 2016 were as follows (in millions): 2017 2016 Land $ 0.2 $ 0.3 Building and leasehold improvements 243.1 234.7 Medical equipment and other 255.2 249.4 Vehicles 14.5 14.2 Computer hardware 71.5 60.9 Construction in progress 26.2 8.5 Property and equipment 610.7 568.0 Less accumulated depreciation (308.0 ) (267.2 ) Property and equipment, net $ 302.7 $ 300.8 Depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $64.4 million , $39.4 million and $35.4 million , respectively. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , the Company has recorded in the accompanying consolidated balance sheets its investments in unconsolidated affiliates of $156.7 million and $114.7 million , respectively. The Company's net earnings from these investments during the years ended December 31, 2017 , 2016 and 2015 were approximately $22.2 million , $23.7 million and $16.2 million , respectively. During the year ended December 31, 2017 , the Company entered into two equity method investments. As a result of these investments, the Company contributed its controlling interest in two centers in exchange for a noncontrolling interest in the new investments and net cash consideration of $1.2 million . In addition to these transactions, the Company contributed a portion of its interest in two surgery centers into previously existing equity method investments for net cash consideration of $3.3 million . These investments are jointly owned by health systems and the Company. The newly formed investments (including the contributed centers) are controlled by the health systems. Also, as part of these transactions the Company obtained non-controlling interest in two additional centers which were contributed by the health systems. During the year ended December 31, 2016 , the Company's ambulatory services segment sold a portion of its interest in one surgery center, which resulted in the surgery center being deconsolidated and subsequently accounted for as an equity method investment. As a result of these transactions the Company recorded in the accompanying consolidated balance sheet, as a component of investments in unconsolidated affiliates, the fair value of the Company's investment in these entities of approximately $19.2 million and $1.8 million during the years ended December 31, 2017 and 2016 , respectively. 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 center immediately prior to the 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 gain on deconsolidations which is included in net gain on disposals and deconsolidation in the accompanying consolidated statements of operations of approximately $11.1 million during the year ended December 31, 2017 , a net loss on deconsolidation of $0.5 million during the year ended December 31, 2016 and a net gain of $36.7 million during the year December 31, 2015 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
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 certain trade names. 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. As of October 1, 2017 , the Company completed its annual indefinite-lived impairment test that evaluated the allocated goodwill related to each of our reporting units - $2.14 billion for the ambulatory services reporting unit and $5.97 billion for the physician services reporting unit. As of the October 1, 2017 valuation, the fair value was substantially in excess of its carrying value for the ambulatory services reporting unit. For physician services reporting unit, the carrying value exceeded the fair value. Accordingly, under ASU No. 2017-04 the Company recorded a non-cash impairment charge of $500.0 million to reduce goodwill associated with the physician services reporting unit. Subsequent to the goodwill write-off the physician services segment’s carrying value was at fair value and the remaining goodwill associated with the physician services reporting unit was $5.41 billion . To perform this evaluation, the Company obtained valuations at the reporting unit level prepared by third-party valuation specialists which utilized a combination of the income and market approaches. The discounted cash flow (DCF) model is projected based on a year-by-year assessment that considers historical results, estimated market conditions, internal projections, and relevant publicly available statistics. Determining fair value requires the exercise of significant judgment, including assumptions about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The significant judgments are typically based upon Level 3 inputs, generally defined as unobservable inputs representing our own assumptions. The cash flows employed in the DCF analysis are based on the Company's most recent budgets and business plans aligned with provided guidance and, when applicable, various growth rates are assumed for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. The discount rate is mainly based on judgment of the specific risk inherent within each reporting unit. The variables within the discount rate, many of which are outside of the Company's control, provide the best estimate of all assumptions applied within the DCF model. There can be no assurance that operations will achieve the future cash flows reflected in the projections. In determining the fair value under the market approaches, the analysis includes a control premium, which was based on observable market data and a review of selected transactions of companies that operate in the Company's sector. To corroborate the analysis, the Company also reconciled the fair value of the reporting units with the Company's equity market capitalization and enterprise values to determine if it is reasonable compared to the external market indicators. While the Company believes that all assumptions utilized in the testing were appropriate, they may not reflect actual outcomes that could occur. Specific factors that could negatively impact the assumptions used include changes to the discount and growth rates and a change in the equity and enterprise premiums being realized in the market. Any future adverse events or changes in the assumptions could require additional assessment since the fair value equaled carrying value as of October 1 for the physician services reporting unit. Subsequent to the date of our annual impairment test, the Company considered our operating results for the fourth quarter of 2017, macroeconomic, industry and market conditions, and other market indicators including our market capitalization. Based on our evaluation of all such factors, we concluded that an event had not occurred or circumstances had not changed that would more likely than not reduce the fair value of our reporting units below their carrying values. The Company's finite-lived intangibles include its customer relationships with hospitals, capitalized software, 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. 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, which was fully amortized as of December 31, 2017 . The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in millions): Physician Services Ambulatory Services Total Balance at January 1, 2016 $ 1,956.7 $ 2,013.5 $ 3,970.2 Goodwill acquired, including post acquisition adjustments 3,553.0 63.9 3,616.9 Goodwill disposed, including impact of deconsolidation transactions — (3.1 ) (3.1 ) Balance at December 31, 2016 $ 5,509.7 $ 2,074.3 $ 7,584.0 Goodwill acquired, including post acquisition adjustments 400.9 75.3 476.2 Goodwill disposed, including impact of deconsolidation transactions — (24.1 ) (24.1 ) Goodwill impairment charges (500.0 ) — (500.0 ) Balance at December 31, 2017 $ 5,410.6 $ 2,125.5 $ 7,536.1 During the year ended December 31, 2017 , physician services goodwill increased due to the acquisition of twelve physician practices and ambulatory services goodwill increased due to the acquisition of four surgery centers. The increase in goodwill from acquisitions was offset by $24.1 million of goodwill disposed due to the disposal or deconsolidation of surgery centers within the ambulatory services segment during 2017 . Intangible assets consist primarily of customer relationships with hospitals, capitalized software, trade names and certain agreements and contracts. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Economic Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 18.2 Capitalized software 3 to 7 years 4.5 Agreements, contracts and other 3 to 10 years 3.4 Intangible assets at December 31, 2017 and 2016 consisted of the following (in millions): 2017 2016 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 3,446.7 $ (321.8 ) $ 3,124.9 $ 3,235.0 $ (154.6 ) $ 3,080.4 Capitalized software 166.9 (73.3 ) 93.6 136.5 (41.8 ) 94.7 Trade names 25.0 (25.0 ) — 25.0 (2.1 ) 22.9 Agreements, contracts and other 13.5 (4.9 ) 8.6 13.2 (4.7 ) 8.5 Total amortizable intangible assets 3,652.1 (425.0 ) 3,227.1 3,409.7 (203.2 ) 3,206.5 Non-amortizable intangible assets: Trade names 430.0 — 430.0 460.0 — 460.0 Restrictive covenant arrangements 8.4 — 8.4 9.0 — 9.0 Total non-amortizable intangible assets 438.4 — 438.4 469.0 — 469.0 Total intangible assets $ 4,090.5 $ (425.0 ) $ 3,665.5 $ 3,878.7 $ (203.2 ) $ 3,675.5 Amortization of intangible assets for the years ended December 31, 2017 , 2016 and 2015 was $224.5 million , $98.2 million and $62.1 million , respectively. Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2017 is $208.6 million , $200.1 million , $192.0 million , $184.6 million , $178.9 million and $2.26 billion , respectively. The Company expects to recognize amortization of all intangible assets over a weighted average period of 17.7 years with no expected residual values. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Deferred compensation fund $ 59.4 $ 37.1 Insurance receivable 86.8 82.7 Other 21.1 14.4 Total other assets $ 167.3 $ 134.2 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Other Accrued 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, 2017 and 2016 (in millions): 2017 2016 Insurance reserves $ 77.1 $ 78.2 Deferred revenue 18.9 9.4 Refunds payable 28.9 33.6 Other 156.7 132.0 Total other accrued liabilities $ 281.6 $ 253.2 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt at December 31, 2017 and 2016 consisted of the following (in millions): 2017 2016 ABL Facility $ — $ — Term Loan B - 2023 3,956.3 3,495.0 Senior Unsecured Notes due 2022 (5.625%) 1,100.0 1,100.0 Senior Unsecured Notes due 2022 (5.125%) 750.0 750.0 Senior Unsecured Notes due 2024 (6.250%) 550.0 550.0 Other debt due through 2025 24.1 20.9 Capitalized lease arrangements due through 2031 32.3 31.9 6,412.7 5,947.8 Less current portion 52.1 46.6 Less net deferred financing costs 97.3 111.0 Long-term debt $ 6,263.3 $ 5,790.2 Principal payments required on the Company’s long-term debt and capital leases in the five years and thereafter subsequent to December 31, 2017 are $52.2 million , $50.4 million , $46.7 million , $44.4 million , $1.89 billion , and $4.33 billion . The fair value of the Company's fixed rate long-term debt was $2.47 billion compared to its carrying value of $2.46 billion at December 31, 2017 . The Company's variable rate long-term debt approximated its carrying value of $3.96 billion at December 31, 2017 . 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 and 2) 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. On June 23, 2017, the Company incurred incremental term loan borrowings in an aggregate principal amount of $500.0 million , maturing on December 1, 2023. The incremental amounts were borrowed pursuant to the Increase Supplement, dated as of June 23, 2017, which supplements the Company’s existing Amended and Restated Credit Agreement, dated as of December 1, 2016. The incremental borrowings bear interest at the same rate and have the same terms as the Company’s Term Loan B 2023. 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 ( 4.57% at December 31, 2017 ). 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, 2017 . On August 7, 2017, the Company executed a definitive agreement to sell the medical transportation business for $2.40 billion in cash to an entity controlled by funds affiliated with KKR Co. L.P. Upon completion of the divestiture, under the terms of the Term Loan Facility, the Company is required to utilize the net proceeds to pay down the outstanding principal on the Term Loan B 2023 unless the proceeds can be used to acquire the assets or capital stock of businesses similar to the Company's within 365 days from the sale. 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, 2017 , the maximum available under the ABL Facility was $850.0 million . As of December 31, 2017 , letters of credit outstanding which impact the available credit under the ABL Facility were $ 186.2 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. 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. 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, 2017 . 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. 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, 2017 . 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, 2017 . d. 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 $47.6 million . The Company and the partners have guaranteed payment of the loans in proportion to the relative partnership interests. e. 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, 2017 . 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, 2017 | |
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 2014. With few exceptions, the Company is no longer subject to U.S. state income tax examinations for the years prior to 2013. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was signed into law. The Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate tax rate from 35% to 21%, for tax years beginning after December 31, 2017. As a result of the enacted rate change, we recorded a benefit of $596.6 million in deferred income tax expense for the change in the net deferred tax liability at the 21% tax rate. The Act also provides for acceleration of depreciation for certain assets placed into service after September 27, 2017, as well as prospective changes beginning in 2018. These prospective changes include an increased limitation on deductibility of executive compensation, a limitation on the deductibility of interest expense, new rules surrounding meals and entertainment expense and fines and penalties. Also, while net operating losses generated in the future may be carried forward indefinitely under the new law, there is a limitation on the amount that may be used in any given year. The Act may also have an impact on projected future taxable income that could affect valuation allowance considerations. In addition to the Federal law, the Company awaits guidance from the states in which it files on how components of the Act may be treated in these jurisdictions. The $596.6 million tax benefit represents what the Company believes is the impact of the Act, the key component being re-measurement of deferred tax balances to the new corporate rate. As the benefit is based on currently available information and interpretations, which are continuing to evolve, the benefit should be considered provisional. The Company will continue to analyze additional information and guidance related to the Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available. The final impacts may differ from the recorded amounts as of December 31, 2017, and the Company will continue to refine such amounts within the measurement period provided by Staff Accounting Bulletin No. 118. The Company expects to complete the analysis no later than the fourth quarter of 2018. Total income tax expense (benefit) for the years ended December 31, 2017 , 2016 and 2015 was included within the following sections of the consolidated financial statements as follows (in millions): 2017 2016 2015 Earnings (loss) from continuing operations $ (496.8 ) $ (3.3 ) $ 113.8 Net loss from discontinued operations 30.7 2.4 (0.7 ) Stockholders’ equity — (2.1 ) (2.2 ) Total $ (466.1 ) $ (3.0 ) $ 110.9 Income tax expense (benefit) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 was comprised of the following (in millions): 2017 2016 2015 Current: Federal $ 2.4 $ 62.9 $ 83.2 State 0.5 10.5 14.3 Deferred: Federal (543.9 ) (66.7 ) 11.7 State 44.2 (10.0 ) 4.6 Income tax expense (benefit) $ (496.8 ) $ (3.3 ) $ 113.8 Income tax expense (benefit) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 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): 2017 2016 2015 Statutory federal income tax $ (10.8 ) $ 69.4 $ 173.6 Less federal income tax assumed directly by noncontrolling interests (70.7 ) (78.4 ) (76.4 ) State income taxes, net of federal income tax benefit 17.1 1.0 11.6 Increase (decrease) in valuation allowances — (11.0 ) 0.3 Transaction-related items 0.5 13.5 1.1 Impairment of goodwill 147.7 — — U.S. Tax Reform - corporate rate reduction (596.6 ) — — Interest related to unrecognized tax benefits — — (0.5 ) Other 16.0 2.2 4.1 Income tax expense (benefit) $ (496.8 ) $ (3.3 ) $ 113.8 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. An increase in interest and penalty obligations of $0.1 million was recognized in the consolidated statements of operations for the years ended December 31, 2017 and decreases of $0.1 million and $0.2 million were recognized in the consolidated statements of operations for the years ended December 31, 2016 and 2015 , respectively, resulting in a total recognition of interest and penalty obligations of approximately $2.3 million and $1.7 million in the consolidated balance sheet at December 31, 2017 and 2016 , respectively. A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the years ended December 31, 2017 , 2016 and 2015 is as follows (in millions): 2017 2016 2015 Balance at beginning of year $ 4.4 $ 3.4 $ 7.3 Additions for current year acquisitions — 14.9 — Additions for tax positions of current year 0.1 — — Decreases for amounts classified as held for sale — (12.8 ) — Increases (decreases) for tax positions taken during a prior period — — (1.0 ) Lapse of statute of limitations (2.1 ) (1.1 ) (2.9 ) Balance at end of year $ 2.4 $ 4.4 $ 3.4 The Company estimates that the range of the possible change in unrecognized tax benefits within the next 12 months is a net decrease of $0.1 million to $0.4 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 $2.4 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, 2017 and 2016 were as follows (in millions): 2017 2016 Deferred tax assets: Allowance for uncollectible accounts $ 21.4 $ 9.5 Share-based compensation 51.8 86.4 Deferred compensation 25.1 45.1 Accrued liabilities and other 34.8 50.1 Medical malpractice 47.4 50.2 Operating and capital loss carryforwards 84.0 48.2 Valuation allowances (30.5 ) (11.8 ) Total deferred tax assets 234.0 277.7 Deferred tax liabilities: Prepaid expenses and other 7.7 2.6 Accrual to cash 130.7 172.8 Property and equipment 79.3 49.0 Outside basis difference in stock 9.4 — Intangible assets 1,096.2 1,397.0 Total deferred tax liabilities 1,323.3 1,621.4 Net deferred tax liabilities $ 1,089.3 $ 1,343.7 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 $30.5 million and $11.8 million has been established as of December 31, 2017 and 2016 , respectively. The Company has federal net operating and capital loss carryforwards of $297.6 million , which expire in the years 2018 to 2037. The Company has state net operating loss and credit carryforwards which expire in the years 2018 to 2037. |
Insurance Reserves
Insurance Reserves | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Insurance Reserves | Insurance Reserves Insurance reserves are established for professional and general 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) 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 million 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, 2017 . 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. Claim reserves are not discounted. Provisions for insurance expense included in the statements of operations include provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers. At December 31, 2017 and 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): 2017 2016 Third-party insurance reserves $ 111.3 $ 92.8 Estimated losses under self-insured programs 170.3 170.0 Incurred but not reported losses 114.0 94.3 Total accrued insurance reserves 395.6 357.1 Less estimated losses payable within one year 77.1 78.2 Total $ 318.5 $ 278.9 The changes to the Company's estimated losses under insurance programs as of December 31 were as follows (in millions): 2017 2016 Balance, beginning of year $ 357.1 $ 82.2 Assumed liabilities through acquisitions 31.5 255.5 Provision related to current period self-insurance reserves (1) 71.4 25.4 Payments for current period self-insurance reserves (2.2 ) (1.5 ) Benefit related to changes in prior period self-insurance reserves (5.6 ) (0.9 ) Payments for prior period self-insurance reserves (69.5 ) (13.4 ) Change in third-party insurance reserves 10.8 12.6 Other, net 2.1 (2.8 ) Balance, end of year $ 395.6 $ 357.1 (1) Total insurance expense for the years ended December 31, 2017 and 2016 were $144.2 million and $45.5 million , respectively,which also included premiums paid to third-party insurers and premiums paid to captive insurance companies of certain of our joint venture partners. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Deferred rent $ 36.8 $ 33.7 Tax-effected unrecognized benefits 2.4 4.4 Deferred compensation liabilities 58.0 36.0 Other 52.7 28.3 Other long-term liabilities $ 149.9 $ 102.4 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 were as follows (in millions): Year Ended December 31, Capital Leases Operating Leases 2018 $ 5.4 $ 96.3 2019 5.6 85.1 2020 4.2 82.8 2021 3.4 79.9 2022 2.9 77.8 Thereafter 26.3 410.1 Total minimum rentals 47.8 $ 832.0 Less amounts representing interest at an average interest rate of 6.1% 15.5 Capital lease obligations $ 32.3 At December 31, 2017 , buildings, vehicles and equipment with a cost of approximately $39.8 million and accumulated depreciation of approximately $11.5 million were held under capital leases. Rental expense for operating leases for the years ended December 31, 2017 , 2016 and 2015 was approximately $111.6 million , $80.4 million and $74.6 million , respectively, and is included in other operating expense in the accompanying consolidated statements of operations. 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 $23.6 million , $24.3 million and $27.6 million for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Programs | 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, 2017 , 2016 and 2015 were approximately $40.7 million , $29.9 million and $14.1 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 . 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, 2017 , 2016 and 2015 were approximately $2.6 million , $3.6 million and $5.2 million , respectively. As of December 31, 2017 and 2016 , 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 $43.7 million and $30.8 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to litigation arising in the ordinary course of business, including litigation principally relating to professional 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. From time to time, in the ordinary course of business and like others in the Company's sector, 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. In the opinion of the Company, it is not engaged in any legal proceedings that the Company expects will have a material adverse effect on the Company's business, financial condition, cash flows or results of operations, other than as set forth below. On December 19, 2017, the Company agreed to a final settlement with the Department of Justice to resolve the previously disclosed government investigation into physician services provided by the Company's EmCare subsidiary at hospitals affiliated with Health Management Associates, Inc. The Company agreed to pay approximately $31.1 million to resolve all federal government civil claims related to this matter, which was fully accrued prior to January 1, 2017, avoiding further expense and potential distraction from protracted litigation. The settlement of the federal government’s claims does not constitute an admission or determination of improper conduct in the matter. In connection with the resolution of this matter, the Company agreed to enter into a CIA with the OIG, which is customary at the conclusion of many government healthcare investigations. On August 4, 2017, a shareholder filed a purported class action in the United States District Court for the Middle District of Tennessee (M.D. Tenn.) against the Company and several of its officers and former officers alleging that the Company and the individual defendants violated the federal securities laws by making allegedly false and misleading statements and failing to disclose certain information. On September 29, 2017, and October 23, 2017, respectively, two purported class actions were filed in the same court making similar allegations. The Court subsequently consolidated these cases into a single action. On November 20, 2017, a shareholder filed a purported class action in the M.D. Tenn. against the Company and its Board. The plaintiff generally alleges that the Company and/or certain of its officers breached various fiduciary duties and violated the federal securities laws. On December 12, 2017, and December 15, 2017, respectively, two purported class actions were filed in the same court raising essentially the same allegations. The Company believes these claims are without merit and intends to vigorously defend these actions. Given the preliminary stage of these matters, the Company is unable to estimate the amount of potential damages, if any, in any of these actions. 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 In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships within the ambulatory services segment, the Company would be obligated to purchase the physicians’ interests in a substantial amount 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, 2017 . 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. In addition, certain wholly owned subsidiaries in the Company's ambulatory surgery segment 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity a. Common Stock On December 1, 2016, the Company completed the Merger. 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. 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 2017 and 2016 , the Company repurchased approximately 135,872 shares and 83,000 shares, respectively, of common stock for approximately $9.5 million and $6.1 million , respectively. On September 17, 2017, the Board authorized a stock repurchase program that authorizes the Company to repurchase up to $250 million of its common stock. The timing and amount of any shares repurchased will be determined based on the Company's evaluation of market conditions and other factors. Repurchases will be made in accordance with the rules and regulations promulgated by the SEC and certain other legal requirements to which the Company may be subject. The program may be suspended or discontinued at any time, and has no time limit. As of December 31, 2017 , the Company had made no repurchases under the stock repurchase program. b. Preferred Stock 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). The Company originally issued 1,725,000 shares of Company Preferred Stock. During 2017, and prior to the mandatory conversion date of July 3, 2017, holders elected to convert 518,879 shares of Company Preferred Stock into 941,294 shares of Company common stock. On the mandatory conversion date, the remaining 1,206,121 outstanding shares of Company Preferred Stock automatically converted into 2,188,024 shares of Company common stock. The Company Preferred Stock paid dividends at an annual rate of 5.25% of the initial liquidation preference of $100 per share. During the year ended December 31, 2017 , the Board declared two dividends each totaling $1.3125 per share in cash, or $2.3 million , for the Company Preferred Stock. During each of the years ended December 31, 2016 and 2015 , the Board declared four dividends, each totaling $1.3125 per share in cash, or $2.3 million . Following the mandatory conversion date, no shares of Company Preferred Stock were outstanding and all rights of the holders of Company Preferred Stock, including dividend rights, terminated. 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. Under Company policy, shares held by outside directors and senior management are subject to certain stock ownership guidelines and restrictions on hedging and pledging. In May 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan (the "2014 Plan"), which was amended in both 2016 and 2017, most recently to change the name of the plan to the Envision Healthcare Corporation 2014 Equity and Incentive Plan, among other things. Under this plan, the Company also has granted restricted stock unit awards, non-qualified options and market-based performance share units to employees and outside directors. At December 31, 2017 , 3,200,000 shares were authorized for grant under the 2014 Plan and 1,791,823 shares were available for future equity grants. Restricted stock and stock units granted to outside directors vests on the first anniversary of the date of grant. Restricted stock granted to employees generally vests over three to four years in three equal installments. The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date. The market-based performance share units vest based on achievement of both the three year service condition and market condition. Under the terms of the 2014 Plan, all equity awards granted thereunder are subject to a one year minimum vesting period. During the year ended December 31, 2017 , the Company issued 58,022 market-based performance share units with a grant date fair value of $57.47 per unit using a Monte Carlo simulation model. In addition, as a result of the Merger, 191,927 market-based performance share units were converted at a fair value of $62.69 per share. At December 31, 2017 , 195,755 market-based performance shares were outstanding. The market-based performance share units continue to have the same terms and conditions as were in effect prior to the Merger. 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. If the financial performance goal is not achieved, the market based performance share units will be forfeited. The number of market based performance share units that will ultimately be received by the holders range from 0% to 150% of the units granted, depending on the Company’s level of achievement with respect to the financial performance goal. During the year ended December 31, 2017 , the Company issued 351,832 performance-based share units which vest in a range from 0% to 150% of the number of target units awarded, depending on the Company’s level of achievement with respect to the financial performance goal, after three years . The Company has not recognized stock compensation expense for the performance-based share units during the year ended December 31, 2017 as the performance conditions have not been determined as of December 31, 2017 . The Company expects the performance conditions to be determined during the third year of vesting. At December 31, 2017 , 310,151 performance-based share units were outstanding. The Company did not issue options subsequent to 2008 from the 2014 Plan, and all outstanding options issued under the 2014 Plan are fully vested. Options previously issued under the 2014 Plan were granted at market value on the date of the grant and vested over four years. Outstanding options issued under the 2014 Plan 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 (the "2013 Plan") prior to the completion of the Merger. During the year ended December 31, 2017 , the plan was renamed to the Envision Healthcare Corporation 2013 Omnibus Incentive Plan. At December 31, 2017 , 5,580,568 shares were authorized for grant under the 2013 Plan and 4,014,824 shares were available for future equity grants. Non-performance and performance-based awards issued under the 2013 Plan have a time-based vesting ranging from one to three years. All options issued under the 2013 Plan have a term of ten years from the date of grant. Under the terms of the 2013 Plan, all equity awards granted thereunder are subject to a one year minimum vesting period. A summary of the status of and changes for non-vested restricted shares for the periods presented below is summarized as follows: Weighted Number Average of Awards Grant Price Non-vested awards at January 1, 2015 668,109 $ 33.51 Shares granted 313,498 56.19 Shares vested (233,831 ) 28.19 Shares forfeited (13,675 ) 42.15 Non-vested awards at December 31, 2015 734,101 $ 44.73 Shares converted as part of the Merger 145,118 68.12 Shares granted 662,146 72.78 Shares vested (282,597 ) 40.75 Shares forfeited (18,242 ) 61.97 Non-vested awards at December 31, 2016 1,240,526 $ 63.09 Shares granted 727,364 63.05 Shares vested (438,866 ) 55.00 Shares forfeited (118,563 ) 63.94 Non-vested awards at December 31, 2017 1,410,461 $ 65.52 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, 2015 158,721 $ 22.89 1.7 Options exercised with total intrinsic value of $4.9 million (113,220 ) 22.81 Options canceled (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 terminated (7,256 ) 27.49 Outstanding at December 31, 2016 3,511,114 $ 20.81 5.1 Options granted 239 55.98 Options exercised with total intrinsic value of $21.2 million (523,181 ) 12.75 Options canceled (162,151 ) 66.24 Outstanding at December 31, 2017 with an aggregate intrinsic value of $56.4 million 2,826,021 $ 19.70 4.3 Vested and Exercisable at December 31, 2017 with an aggregate intrinsic value of $56.4 million 2,597,344 $ 15.41 3.9 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, 2017 exercised their options at the Company’s closing stock price on December 31, 2017 . The fair value of each stock option award converted as part of the Merger was calculated on the merger date, December 1, 2016, 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, 2017 , 2016 and 2015 was as follows (in millions): 2017 2016 2015 Share-based compensation expense from continuing operations $ 40.9 $ 28.6 $ 15.0 Fair value of shares vested 33.1 20.7 13.2 Cash received from option exercises 5.4 0.7 2.6 Tax expense (benefit) from share based awards 2.0 (3.9 ) (4.0 ) As of December 31, 2017 , the Company had total unrecognized compensation cost of approximately $35.4 million related to non-vested awards, which the Company expects to recognize over a weighted average period of 0.9 years. During the year ended December 31, 2017 , there were 417,368 options that were anti-dilutive. During the years ended December 31, 2016 and 2015 , 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) prior to July 3, 2017, the mandatory conversion date, upon conversion of the Company 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, 2017: Net earnings from continuing operations attributable to Envision Healthcare Corporation common shareholders (basic) $ 259.4 118,397 $ 2.19 Effect of dilutive securities, options and non-vested shares 2,546 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 259.4 120,943 $ 2.14 For the year ended December 31, 2016: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) $ (31.7 ) 59,002 $ (0.54 ) 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 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Prior to the classification of the medical transportation business into discontinued operations, the Company operated in three major lines of business, physician services, medical transportation and ambulatory services, which had been identified as its operating and reportable segments. Subsequent to the discontinued operations classification, the Company has aligned financial results into two operating and reportable segments: physician services and ambulatory services. The physician services segment includes the Company’s hospital-based and non-hospital-based physician services business. 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 segment is prepared on an internal management reporting basis and includes allocations of corporate expenses. This financial information is used by the chief operating decision maker to allocate resources and assess the performance of the segments. The Company’s 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, 2017 2016 2015 Net Revenue: Physician Services (1) $ 6,542.4 $ 2,229.7 $ 1,336.8 Ambulatory Services 1,276.9 1,268.2 1,230.1 Total $ 7,819.3 $ 3,497.9 $ 2,566.9 Adjusted EBITDA: Physician Services (1) (2) $ 655.5 $ 366.3 $ 266.2 Ambulatory Services (2) 253.5 240.1 226.1 Total $ 909.0 $ 606.4 $ 492.3 Adjusted EBITDA: $ 909.0 $ 606.4 $ 492.3 Net earnings attributable to noncontrolling interests 202.0 224.1 218.2 Interest expense, net (231.1 ) (142.4 ) (121.5 ) Depreciation and amortization (288.9 ) (137.6 ) (97.5 ) Share-based compensation (40.9 ) (28.6 ) (15.0 ) Net change in fair value of contingent consideration (0.1 ) 2.6 (8.8 ) Transaction and integration costs (88.7 ) (76.3 ) (8.4 ) Debt extinguishment costs — (30.3 ) — Impairment charges (500.3 ) (221.3 ) — Net gain (loss) on disposals and deconsolidations, net of noncontrolling interests 9.7 5.7 36.7 Net change in deferred taxes due to tax reform attributable to noncontrolling interests (1.6 ) — — Purchase accounting adjustments — (4.1 ) — Earnings (loss) from continuing operations before income taxes $ (30.9 ) $ 198.2 $ 496.0 Acquisition and Capital Expenditures: Physician Services (1) $ 664.9 $ 406.4 $ 854.4 Ambulatory Services 81.8 77.4 168.6 Total $ 746.7 $ 483.8 $ 1,023.0 2017 2016 Assets: Physician Services $ 10,975.6 $ 10,978.5 Ambulatory Services 2,845.2 2,690.9 Assets held for sale 2,751.8 3,039.5 Total $ 16,572.6 $ 16,708.9 (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. (2) For the year ended December 31, 2017 and on a before tax basis, approximately $58.1 million of general corporate expenses, including allocations for corporate salaries and stock based compensation, general and administrative costs and depreciation, were removed from the medical transportation business and reallocated to the Company's remaining segments. This removal of corporate expenses resulted in a reduction of Adjusted EBITDA in the physician services and ambulatory services segments of $26.3 million and $7.8 million , respectively, for the year ended December 31, 2017. |
Financial Information for the C
Financial Information for the Company and Its Subsidiaries | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 110.0 $ 10.2 $ 192.0 $ — $ 312.2 Insurance collateral — — 86.2 — 86.2 Accounts receivable, net — 275.1 1,130.7 — 1,405.8 Supplies inventory — — 22.7 — 22.7 Prepaid and other current assets 7.5 75.8 82.7 (0.4 ) 165.6 Current assets held for sale — 2,751.8 — — 2,751.8 Total current assets 117.5 3,112.9 1,514.3 (0.4 ) 4,744.3 Property and equipment, net 10.8 103.2 188.7 — 302.7 Investments in and advances to affiliates 10,713.9 1,971.9 — (12,529.1 ) 156.7 Intercompany receivable 2,924.9 227.7 — (3,152.6 ) — Goodwill — 1,543.3 — 5,992.8 7,536.1 Intangible assets, net 12.9 1,256.1 2,396.5 — 3,665.5 Other assets 50.0 43.6 73.7 — 167.3 Total assets $ 13,830.0 $ 8,258.7 $ 4,173.2 $ (9,689.3 ) $ 16,572.6 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 40.0 $ 0.1 $ 12.0 $ — $ 52.1 Accounts payable 2.0 23.1 37.1 — 62.2 Accrued salaries and benefits 5.5 218.1 324.4 — 548.0 Accrued interest 52.1 — — — 52.1 Other accrued liabilities 3.1 162.5 116.4 (0.4 ) 281.6 Current liabilities held for sale — 399.1 — — 399.1 Total current liabilities 102.7 802.9 489.9 (0.4 ) 1,395.1 Long-term debt, net of deferred financing costs 6,218.7 0.3 44.3 — 6,263.3 Deferred income taxes 940.0 — 149.3 — 1,089.3 Insurance reserves 6.0 106.3 206.2 — 318.5 Other long-term liabilities 35.5 78.5 35.9 — 149.9 Intercompany payable — 2,673.6 479.0 (3,152.6 ) — Noncontrolling interests – redeemable — — 75.3 111.8 187.1 Equity: Total Envision Healthcare Corporation equity 6,527.1 4,597.1 2,544.4 (7,141.5 ) 6,527.1 Noncontrolling interests – non-redeemable — — 148.9 493.4 642.3 Total equity 6,527.1 4,597.1 2,693.3 (6,648.1 ) 7,169.4 Total liabilities and equity $ 13,830.0 $ 8,258.7 $ 4,173.2 $ (9,689.3 ) $ 16,572.6 Condensed Consolidating Balance Sheet - December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 41.6 $ 45.0 $ 230.3 $ — $ 316.9 Insurance collateral — 0.8 86.2 — 87.0 Accounts receivable, net — 282.2 1,015.6 — 1,297.8 Supplies inventory — — 23.4 — 23.4 Prepaid and other current assets 21.2 58.3 56.6 (1.0 ) 135.1 Current assets held for sale — 551.1 — — 551.1 Total current assets 62.8 937.4 1,412.1 (1.0 ) 2,411.3 Property and equipment, net 11.6 96.5 192.7 — 300.8 Investments in and advances to affiliates 11,289.9 2,250.9 — (13,426.1 ) 114.7 Intercompany receivable 2,324.9 291.2 — (2,616.1 ) — Goodwill — 1,580.6 — 6,003.4 7,584.0 Intangible assets, net 12.8 1,276.4 2,386.3 — 3,675.5 Other assets 31.3 54.2 59.4 (10.7 ) 134.2 Noncurrent assets held for sale — 2,488.4 — — 2,488.4 Total assets $ 13,733.3 $ 8,975.6 $ 4,050.5 $ (10,050.5 ) $ 16,708.9 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 35.0 $ 0.6 $ 11.0 $ — $ 46.6 Accounts payable 5.0 34.1 30.8 — 69.9 Accrued salaries and benefits 13.4 186.1 284.3 — 483.8 Accrued interest 51.4 — — — 51.4 Other accrued liabilities 3.9 147.4 102.9 (1.0 ) 253.2 Current liabilities held for sale — 249.4 — — 249.4 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 0.3 40.9 — 5,790.2 Deferred income taxes 1,109.9 — 233.8 — 1,343.7 Insurance reserves 4.2 127.6 147.1 — 278.9 Other long-term liabilities 30.4 33.1 38.9 — 102.4 Noncurrent liabilities held for sale — 468.6 — — 468.6 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 5,438.3 2,558.9 (7,997.2 ) 6,731.1 Noncontrolling interests – non-redeemable — — 205.4 451.4 656.8 Total equity 6,731.1 5,438.3 2,764.3 (7,545.8 ) 7,387.9 Total liabilities and equity $ 13,733.3 $ 8,975.6 $ 4,050.5 $ (10,050.5 ) $ 16,708.9 Condensed Consolidating Statement of Operations - Year Ended December 31, 2017 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 31.1 $ 1,768.9 $ 6,166.8 $ (147.5 ) $ 7,819.3 Operating expenses: Salaries and benefits 77.9 1,609.7 3,940.4 (0.6 ) 5,627.4 Supply cost — 5.1 217.7 (0.1 ) 222.7 Insurance expense 2.0 8.8 246.0 (112.6 ) 144.2 Other operating expenses 28.5 117.0 666.4 (34.2 ) 777.7 Transaction and integration costs 8.9 78.7 1.1 — 88.7 Impairment charges — 500.3 — — 500.3 Depreciation and amortization 6.0 212.8 70.1 — 288.9 Total operating expenses 123.3 2,532.4 5,141.7 (147.5 ) 7,649.9 Net gain (loss) on disposals and deconsolidations — 25.7 (28.1 ) — (2.4 ) Equity in earnings of affiliates (311.2 ) 1,070.0 — (736.6 ) 22.2 Operating income (loss) (403.4 ) 332.2 997.0 (736.6 ) 189.2 Interest expense, net 27.3 159.3 44.5 — 231.1 Other income (expense), net 10.5 (15.2 ) 15.7 — 11.0 Earnings (loss) from continuing operations before income taxes (420.2 ) 157.7 968.2 (736.6 ) (30.9 ) Income tax benefit (192.2 ) (23.0 ) (281.6 ) — (496.8 ) Net earnings (loss) from continuing operations (228.0 ) 180.7 1,249.8 (736.6 ) 465.9 Net loss from discontinued operations — (491.9 ) — — (491.9 ) Net earnings (loss) (228.0 ) (311.2 ) 1,249.8 (736.6 ) (26.0 ) Less net earnings attributable to noncontrolling interests — — 202.0 — 202.0 Net earnings (loss) attributable to Envision Healthcare Corporation stockholders (228.0 ) (311.2 ) 1,047.8 (736.6 ) (228.0 ) Preferred stock dividends (4.5 ) — — — (4.5 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (232.5 ) $ (311.2 ) $ 1,047.8 $ (736.6 ) $ (232.5 ) Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings (loss) from continuing operations, net of income tax $ (232.5 ) $ 180.7 $ 1,047.8 $ (736.6 ) 259.4 Loss from discontinued operations, net of income tax — (491.9 ) — — (491.9 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (232.5 ) $ (311.2 ) $ 1,047.8 $ (736.6 ) $ (232.5 ) Comprehensive income (loss) attributable to Envision Healthcare Corporation $ (228.0 ) $ (315.2 ) $ 1,047.8 $ (736.6 ) $ (232.0 ) 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 $ 1,207.8 $ 2,309.7 $ (50.4 ) $ 3,497.9 Operating expenses: Salaries and benefits 90.3 927.0 1,049.6 (6.3 ) 2,060.6 Supply cost — 3.9 194.5 — 198.4 Insurance expense 2.6 13.8 31.0 (1.9 ) 45.5 Other operating expenses 21.5 12.3 426.1 (42.2 ) 417.7 Transaction and integration costs 27.2 49.0 0.1 — 76.3 Impairment charges — 221.3 — — 221.3 Depreciation and amortization 4.5 75.2 57.9 — 137.6 Total operating expenses 146.1 1,302.5 1,759.2 (50.4 ) 3,157.4 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 (loss) (1.3 ) 211.1 549.6 (389.5 ) 369.9 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 (loss) from continuing operations before income taxes (22.1 ) 98.4 511.4 (389.5 ) 198.2 Income tax expense (benefit) (3.5 ) (12.7 ) 12.9 — (3.3 ) Net earnings (loss) from continuing operations (18.6 ) 111.1 498.5 (389.5 ) 201.5 Net earnings from discontinued operations — 4.0 — — 4.0 Net earnings (loss) (18.6 ) 115.1 498.5 (389.5 ) 205.5 Less 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 ) Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings (loss) from continuing operations, net of income tax $ (27.7 ) $ 110.0 $ 275.5 $ (389.5 ) $ (31.7 ) Earnings from discontinued operations, net of income tax — 4.0 — — 4.0 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 Earnings - 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 69.1 600.1 675.7 (0.5 ) 1,344.4 Supply cost — 1.6 182.8 (0.1 ) 184.3 Insurance expense 1.0 16.6 13.6 — 31.2 Other operating expenses 23.6 73.9 317.1 (78.1 ) 336.5 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 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 Cash Flows - Year Ended December 31, 2017 (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 $ 46.3 $ 532.5 $ 670.2 $ (451.6 ) $ 797.4 Cash flows from investing activities: Acquisitions and related transactions (427.5 ) (758.6 ) — 428.3 (757.8 ) Acquisition of property and equipment (3.9 ) (166.4 ) (38.6 ) — (208.9 ) Purchases of marketable securities — — (24.5 ) — (24.5 ) Maturities of marketable securities — — 15.0 — 15.0 Other — (39.1 ) 33.2 — (5.9 ) Net cash flows used in investing activities (431.4 ) (964.1 ) (14.9 ) 428.3 (982.1 ) Cash flows from financing activities: Proceeds from long-term borrowings 789.0 — 12.9 — 801.9 Repayment on long-term borrowings (328.0 ) (1.5 ) (12.2 ) — (341.7 ) Distributions to owners, including noncontrolling interests — (190.9 ) (490.5 ) 451.6 (229.8 ) Capital contributions — 427.5 — (427.5 ) — Financing cost incurred (3.5 ) — — — (3.5 ) Changes in intercompany balances with affiliates, net 3.2 203.5 (206.7 ) — — Other financing activities, net (7.2 ) (16.5 ) 2.9 (0.8 ) (21.6 ) Net cash flows provided by (used in) financing activities 453.5 422.1 (693.6 ) 23.3 205.3 Net increase (decrease) in cash and cash equivalents 68.4 (9.5 ) (38.3 ) — 20.6 Cash and cash equivalents, beginning of period 41.6 59.7 230.3 — 331.6 Less cash and cash equivalents of held for sale assets, end of period — 40.0 — — 40.0 Cash and cash equivalents, end of period $ 110.0 $ 10.2 $ 192.0 $ — $ 312.2 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 Less cash and cash equivalents of held for sale assets, end of period — 14.7 — — 14.7 Cash and cash equivalents, end of period $ 41.6 $ 45.0 $ 230.3 $ — $ 316.9 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company assessed events occurring subsequent to December 31, 2017 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, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Statement of Operations Data (Unaudited) | Quarterly Statement of Operations Data (Unaudited) The following table presents certain quarterly statement of earnings data for the years ended December 31, 2017 and 2016 . 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. 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 (1) (In millions, except per share data) Net revenues $ 1,878.6 $ 1,947.0 $ 1,990.7 $ 2,003.0 $ 724.7 $ 758.5 $ 822.2 $ 1,192.5 Earnings (loss) from continuing operations before income taxes 104.6 139.6 118.5 (393.6 ) 105.5 136.5 125.2 (169.0 ) Net earnings (loss) from continuing operations 87.1 104.0 91.4 183.4 84.7 103.1 95.6 (81.9 ) Net earnings (loss) from discontinued operations (478.2 ) 3.9 (12.4 ) (5.2 ) — — — 4.0 Net earnings (loss) (391.1 ) 107.9 79.0 178.2 84.7 103.1 95.6 (77.9 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: Continuing 30.7 50.2 40.7 137.8 28.6 43.8 37.7 (141.8 ) Discontinued (478.2 ) 3.9 (12.4 ) (5.2 ) — — — 4.0 Net earnings (loss) $ (447.5 ) $ 54.1 $ 28.3 $ 132.6 $ 28.6 $ 43.8 $ 37.7 $ (137.8 ) Basic net earnings (loss) from continuing operations per share $ 0.26 $ 0.43 $ 0.34 $ 1.15 $ 0.53 $ 0.82 $ 0.70 $ (1.90 ) Basic net earnings (loss) per share $ (3.84 ) $ 0.46 $ 0.24 $ 1.10 $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) Diluted net earnings (loss) from continuing operations per share $ 0.26 $ 0.42 $ 0.33 $ 1.13 $ 0.53 $ 0.80 $ 0.69 $ (1.90 ) Diluted net earnings (loss) per share $ (3.84 ) $ 0.45 $ 0.23 $ 1.08 $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) (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, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Noncontrolling Interests | 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. 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. Following the completion of the Merger, the Company had three reportable segments: physician services, medical transportation and ambulatory services. The physician services segment reflects the combination of AmSurg’s physician services segment and EHH’s physician services segment, while the ambulatory services segment reflects AmSurg's ambulatory services segment. On February 28, 2017, the Company announced it would explore strategic alternatives for the medical transportation business. During the year ended December 31, 2017 , the Company's board of directors (the Board) approved a plan to actively market and divest the medical transportation business. Accordingly, the results of the medical transportation business have been recorded in discontinued operations for the years ended December 31, 2017 and 2016 and assets and liabilities have been recorded as held for sale as of December 31, 2017 and 2016 . The medical transportation business is no longer a separate reportable segment. See Note 5 for additional information. 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. 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, limited liability companies (LLCs) or limited partnerships (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. 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 31 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. GAAP requires variable interest entities (VIEs) 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 VIEs 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. Physician Services Segment The physician services segment structures its contractual arrangements for 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 where 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 VIEs. 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 generally occurs 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. 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. |
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. |
Supplies Inventory | Supplies Inventory 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 | 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 Certain prior year amounts in the accompanying consolidated financial statements and these notes have been reclassified to reflect the impact of discontinued operations as further discussed in Note 5 and also to conform classifications as a result of the Merger. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 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 and 2017, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU No. 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU No. 2016-10 “Identifying Performance Obligations and Licensing” • ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” • ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” • ASU No. 2017-13 “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior Securities and Exchange Commission (SEC) Staff Announcements and Observer Comments (SEC Update)” The guidance in ASU No. 2014-09 and the subsequently related ASUs will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company adopted the new standard effective January 1, 2018 using the modified retrospective method. As a result of using this approach, the Company will recognize the cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption. The adoption of the standard did not have a material impact on the results of operations or cash flows for the ambulatory services segment or its physician services segment. However, as a result of certain changes by ASU No. 2014-09 and the subsequently related ASUs, the majority of the Company's provision for uncollectibles will be recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at revenue. The majority of our revenue is generated from fee-for-service, patient revenue, which is derived principally through contracts originating from the provision of physician services during episodes of care to patients of healthcare facilities in communities served and from facility fees for procedures performed at medical centers. These episodes of care and procedures qualify as distinct goods and services, provided simultaneously together with other readily available resources, in a single instance of service, and thereby constitute a single performance obligation for each patient encounter and, in most instances, occur at readily determinable transaction prices. In addition, the Company adopted a portfolio approach to our sources of patient revenue, applied by specialty to each healthcare facility or medical center. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the new standard applied to individual patient contracts related to each episode of care. Accordingly, the Company does not expect a change to how patient revenue is currently recognized. Contract and other revenue primarily represents income earned from healthcare facilities and medical centers to supplement third-party and patient reimbursement and contract staffing assignments. The transaction price for these arrangements may be fixed or variable, with determination periods ranging from one month to 18 months. In these instances, the Company will estimate variable compensation at contract commencement and recognize revenue monthly on a straight-line basis, which correlates with the performance obligation to stand ready. Based on the Company’s evaluation of the new standard, the Company does not expect a material impact on our revenue recognition, results of operations, cash flows or policies as a result of adopting the new standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall,” which requires entities to measure at fair value equity investments that do not result in consolidation and are not accounted for under the equity method and recognize any changes in fair value in net income unless the investments qualify for the practicability exception. The standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company does not believe the impact of this ASU will be material to the Company's consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” and subsequently ASU No. 2017-13, which amend 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 a corresponding 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 consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which changed 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 was effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this standard effective January 1, 2017 and determined there were no unrecognized tax benefits which required reclassification from additional paid in capital to retained earnings. As a result of the adoption, the Company has recognized an expense of $2.0 million associated with the awards that were either exercised or vested during the year ended December 31, 2017 . 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 does not believe the impact of this ASU will be material to the Company's consolidated financial position, results of operations or 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 does not believe the impact of this ASU will be material to 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 elected to early adopt ASU 2017-04 effective October 1, 2017. |
Revenue Recognition | Revenue Recognition Net revenue primarily consists of fee for service revenue and is derived principally from the provision of physician services 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 and contract staffing assignments. Patients are billed 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 not yet billed are 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 are utilized. 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 contractual allowances based on contracted rates and historical or actual cash collections (net of recoveries), when available, and estimates 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 Company's contractual relationships with those 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. Contract and other revenue primarily represents income earned from healthcare facilities and medical centers to supplement third-party and patient reimbursement and contract staffing assignments. The transaction price for these arrangements may be fixed or variable, with determination periods ranging from one month to 18 months. In these instances, the Company expects to estimate variable compensation at contract commencement and recognize revenue monthly on a straight-line basis, which correlates with the performance obligation to stand ready. 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. 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 segment 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. |
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 allowances 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 | 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 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 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 | 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 certain trade names. 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's finite-lived intangibles include its customer relationships with hospitals, capitalized software, 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 agreements and contracts. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Economic Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 18.2 Capitalized software 3 to 7 years 4.5 Agreements, contracts and other 3 to 10 years 3.4 |
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 2014. With few exceptions, the Company is no longer subject to U.S. state income tax examinations for the years prior to 2013. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was signed into law. The Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate tax rate from 35% to 21%, for tax years beginning after December 31, 2017. As a result of the enacted rate change, we recorded a benefit of $596.6 million in deferred income tax expense for the change in the net deferred tax liability at the 21% tax rate. The Act also provides for acceleration of depreciation for certain assets placed into service after September 27, 2017, as well as prospective changes beginning in 2018. These prospective changes include an increased limitation on deductibility of executive compensation, a limitation on the deductibility of interest expense, new rules surrounding meals and entertainment expense and fines and penalties. Also, while net operating losses generated in the future may be carried forward indefinitely under the new law, there is a limitation on the amount that may be used in any given year. The Act may also have an impact on projected future taxable income that could affect valuation allowance considerations. In addition to the Federal law, the Company awaits guidance from the states in which it files on how components of the Act may be treated in these jurisdictions. The $596.6 million tax benefit represents what the Company believes is the impact of the Act, the key component being re-measurement of deferred tax balances to the new corporate rate. As the benefit is based on currently available information and interpretations, which are continuing to evolve, the benefit should be considered provisional. The Company will continue to analyze additional information and guidance related to the Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available. The final impacts may differ from the recorded amounts as of December 31, 2017, and the Company will continue to refine such amounts within the measurement period provided by Staff Accounting Bulletin No. 118. The Company expects to complete the analysis no later than the fourth quarter of 2018. |
Insurance Reserves | Insurance Reserves Insurance reserves are established for professional and general 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) 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 million 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, 2017 . 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. Claim reserves are not discounted. Provisions for insurance expense included in the statements of operations include provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers. |
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) prior to July 3, 2017, the mandatory conversion date, upon conversion of the Company 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 classification of the medical transportation business into discontinued operations, the Company operated in three major lines of business, physician services, medical transportation and ambulatory services, which had been identified as its operating and reportable segments. Subsequent to the discontinued operations classification, the Company has aligned financial results into two operating and reportable segments: physician services and ambulatory services. The physician services segment includes the Company’s hospital-based and non-hospital-based physician services business. 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 segment is prepared on an internal management reporting basis and includes allocations of corporate expenses. This financial information is used by the chief operating decision maker to allocate resources and assess the performance of the segments. The Company’s 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, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Cash Flow Statement Disclosure | The following presents supplemental cash flow statement disclosure (in millions): Year Ended December 31, 2017 2016 2015 Supplemental cash flow information: Interest payments $ 305.3 $ 112.9 $ 112.7 Income tax payments, net of refunds $ 24.5 $ 98.6 $ 74.6 |
Revenue Recognition and Accou34
Revenue Recognition and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 (1) 2015 Medicare $ 1,902.1 24 % $ 747.6 22 % $ 508.6 20 % Medicaid 657.1 8 187.1 5 96.1 4 Commercial and managed care 5,057.1 65 2,526.1 73 1,881.2 73 Self-pay 3,568.0 46 643.1 18 217.3 8 Net fee for service revenue 11,184.3 143 4,103.9 118 2,703.2 105 Contract and other revenue 993.2 13 218.5 6 129.8 5 Provision for uncollectibles (4,358.2 ) (56 ) (824.5 ) (24 ) (266.1 ) (10 ) Net revenue $ 7,819.3 100 % $ 3,497.9 100 % $ 2,566.9 100 % (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. |
Rollforward of Allowance for Uncollectible Accounts | 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, 2017 $ 584.0 $ 4,383.4 $ (2,412.9 ) $ 2,554.5 Year ended December 31, 2016 167.4 849.0 (432.4 ) 584.0 Year ended December 31, 2015 113.4 287.4 (233.4 ) 167.4 |
Acquisitions and Disposals (Tab
Acquisitions and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The acquisitions completed during the year ended December 31, 2017 consist of the following: Acquired Operations Location Date Acquired Specialty Sunshine Radiology, LLC Tampa Bay, FL January 2017 Radiology Emergency Professional Services Phoenix, AZ January 2017 Emergency Hamilton Anesthesia Associates, PC Trenton, NJ February 2017 Anesthesia Imaging Advantage, LLC Phoenix, AZ April 2017 Radiology Gwinnett Emergency Specialists, PC Lawrenceville, GA May 2017 Emergency Arizona Professional Corp Phoenix, AZ June 2017 Anesthesia Anesthesia Associates of New London, PC New London, CT June 2017 Anesthesia Northside Emergency Associates, PC Atlanta, GA June 2017 Emergency Infinity Healthcare, Inc. Milwaukee, WI June 2017 Emergency Cape Anesthesia & Pain Management Associates Cape May Court, NJ August 2017 Anesthesia Meriden Wallingford Anesthesia Group, PC Meriden, CT November 2017 Anesthesia Nova Anesthesia Professionals Villanova, PA December 2017 Anesthesia The acquisitions completed during the year ended December 31, 2017 consist of the following: Acquired Operations Location Date Acquired Specialty MidAtlantic Endoscopy, LLC (two locations) Lancaster, PA February 2017 Gastroenterology Northeast Endoscopy Center, LLC Lowell, MA June 2017 Gastroenterology Maryland Surgery Center for Women, LLC Rockville, MD June 2017 Multispecialty |
Consolidated Pro Forma Results Of Acquisition | Net revenue and net earnings associated with completed acquisitions during the years ended December 31, 2017 and 2016 are (in millions): Year Ended December 31, 2017 2016 Net revenue $ 363.6 $ 104.0 Net earnings 13.9 12.3 Less: Net earnings attributable to noncontrolling interests 2.9 2.2 Net earnings attributable to Envision Healthcare Corporation stockholders $ 11.0 $ 10.1 The unaudited consolidated pro forma results for the years ended December 31, 2017 and 2016 , assuming all 2017 acquisitions had occurred on January 1, 2016 , and the Merger and all 2016 acquisitions had been consummated on January 1, 2015 are as follows (in millions): Year Ended December 31, 2017 2016 Net revenue $ 8,032.8 $ 7,788.5 Net earnings from continuing operations attributable to Envision Healthcare Corporation stockholders 286.9 233.3 |
Merger with Envision Healthcare Holdings, Inc | |
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): Cash and cash equivalents $ 165.8 Insurance collateral 59.9 Accounts receivable 1,153.2 Supplies inventory 38.7 Prepaid and other current assets 115.7 Property and equipment 375.9 Goodwill 4,624.1 Intangible assets 3,030.8 Other long-term assets 98.5 Accounts payable (64.4 ) Accrued salaries and benefits (338.0 ) Accrued interest (17.3 ) Other accrued liabilities (360.2 ) Deferred income taxes (883.2 ) Long term insurance reserves (318.1 ) Other long-term liabilities (60.3 ) Long-term debt (3,063.1 ) Total fair value 4,558.0 Less: Fair value attributable to noncontrolling interests 114.6 Acquisition date fair value of total consideration transferred $ 4,443.4 |
Series of Individually Immaterial Business Acquisitions | |
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 2017 and 2016 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in millions): 2017 (1) 2016 Accounts receivable $ 58.2 $ 28.5 Supplies inventory 0.3 0.8 Prepaid and other current assets 5.8 1.8 Property and equipment 3.1 17.2 Goodwill 472.2 300.8 Intangible assets 271.8 136.8 Other long-term assets 1.0 3.6 Accounts payable (8.4 ) (1.1 ) Accrued salaries and benefits (23.9 ) (5.9 ) Other accrued liabilities (39.3 ) (5.5 ) Deferred income taxes (37.4 ) (27.6 ) Other long-term liabilities (40.8 ) (4.2 ) Long-term debt (0.5 ) (12.6 ) Total fair value 662.1 432.6 Less: Fair value attributable to noncontrolling interests 30.8 26.9 Acquisition date fair value of total consideration transferred $ 631.3 $ 405.7 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with acquisitions completed during December 31, 2017 , including subsequent post acquisition date adjustments. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table is a reconciliation of the major classes of assets and liabilities classified as held for sale in the accompanying consolidated balance sheets representing the medical transportation business as of December 31, 2017 and December 31, 2016 (in millions): December 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 40.0 $ 14.7 Insurance collateral (1) 1.3 — Accounts receivable, net 479.9 457.2 Supplies inventory 36.3 37.8 Prepaid and other current assets 31.7 41.4 Property and equipment, net 310.2 294.4 Investments in unconsolidated affiliates 0.4 2.2 Goodwill 930.0 1,235.0 Intangible assets, net 899.0 929.4 Other assets 23.1 27.4 Total assets held for sale $ 2,751.9 $ 3,039.5 Liabilities Current liabilities: Current portion of long-term debt $ 0.1 $ 0.4 Accounts payable 27.4 31.4 Accrued salaries and benefits 67.0 77.4 Other accrued liabilities 177.2 140.2 Long-term debt 1.3 1.4 Deferred income taxes (2) — 337.0 Insurance reserves 94.3 91.6 Other long-term liabilities 31.8 38.6 Total liabilities held for sale $ 399.1 $ 718.0 (1) Insurance collateral for claims related to the medical transportation business are generally held within a captive insurance company. Such balances are available to settle the insurance claims of the medical transportation business but are not recorded into assets held for sale as the captive insurance company is a subsidiary of the Company, not the medical transportation business. (2) Substantially all of the deferred income taxes were transferred from discontinued operations to continuing operations as a result of the expected tax structure of the transaction discussed above. In addition to the impact to deferred tax expense, the proposed asset sale also impacted the net book value of the assets and liabilities expected to be transferred upon sale. As a result, the Company recorded a non-cash goodwill impairment charge of $515.2 million , which represents the difference between the estimated proceeds from the sale and the net book value of the assets held for sale. Upon completion of the sale, the Company expects to record an additional gain or loss on disposal at that time. The following table summarizes the results of discontinued operations for the years ended December 31, 2017 and 2016 (in millions): Year Ended December 31, 2017 2016 Net revenues $ 2,523.0 $ 198.1 Operating expenses: Salaries and benefits 1,380.8 114.7 Supply cost 57.5 4.8 Insurance expense 82.3 6.7 Other operating expenses 687.7 49.5 Transaction and integration costs 26.8 3.7 Loss on assets held for sale 515.2 — Depreciation and amortization 145.0 12.3 Total operating expenses 2,895.3 191.7 Equity in earnings of unconsolidated affiliates 0.5 — Operating income (loss) (371.8 ) 6.4 Interest expense, net 89.4 — Earnings (loss) before income taxes $ (461.2 ) $ 6.4 Results of discontinued operations: Earnings (loss) from discontinued operations $ (461.2 ) $ 6.4 Income tax expense of discontinued operations (30.7 ) (2.4 ) Net earnings (loss) from discontinued operations $ (491.9 ) $ 4.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Hierarchy Levels | The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of December 31, 2017 and 2016 (in millions): 2017 Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries $ 1.8 $ — $ — $ 1.8 Corporate bonds/Fixed income 10.4 30.8 — 41.2 Corporate equity 12.4 — — 12.4 Liabilities: Contingent consideration — — 8.0 8.0 2016 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 |
Summary of Change in Financial Instruments Classified as Level 3 | The following table summarizes the change in financial instruments classified as Level 3 in the fair value hierarchy as of December 31, 2017 (in millions): Balance at December 31, 2016 $ 1.0 Increase due to current period acquisitions 7.1 Net change in fair value (0.1 ) Balance at December 31, 2017 $ 8.0 |
Schedule Of Insurance Collateral | Insurance collateral consisted of the following as of December 31, 2017 and 2016 (in millions): 2017 2016 Available-for-sale securities: U.S. Treasuries $ 1.8 $ 1.0 Corporate bonds/Fixed income 41.2 28.3 Corporate equity 12.4 14.2 Total available-for-sale securities 55.4 43.5 Cash deposits and other 30.8 43.5 Insurance Collateral $ 86.2 $ 87.0 |
Schedule of Amortized Cost Basis and Aggregate Fair Value of Company's Available-for-Sale Securities | Amortized cost basis and aggregate fair value of the Company's available-for-sale securities as of December 31, 2017 and 2016 were as follows (in millions): December 31, 2017 Gross Gross Cost Unrealized Unrealized Fair Basis Gains Losses Value Description: U.S. Treasuries $ 1.8 $ — $ — $ 1.8 Corporate bonds/Fixed income 40.7 0.7 (0.2 ) 41.2 Corporate equity 10.5 1.9 — 12.4 Total available-for-sale securities $ 53.0 $ 2.6 $ (0.2 ) $ 55.4 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 |
Schedule of Impairment Losses, Investments | The Company's available-for-sale investment securities that were temporarily impaired as of December 31, 2017 and were as follows (in millions): December 31, 2017 December 31, 2016 Fair Unrealized Fair Unrealized Value Losses Value Losses Description: Corporate bonds/Fixed income $ 16.0 $ (0.2 ) $ — $ — Corporate equity — — 7.6 (0.3 ) $ 16.0 $ (0.2 ) $ 7.6 $ (0.3 ) |
Prepaid and Other Current Ass38
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Income taxes receivable $ 74.3 $ 60.4 Prepaid expenses 59.9 38.6 Other 31.4 36.1 Total prepaid and other current assets $ 165.6 $ 135.1 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 were as follows (in millions): 2017 2016 Land $ 0.2 $ 0.3 Building and leasehold improvements 243.1 234.7 Medical equipment and other 255.2 249.4 Vehicles 14.5 14.2 Computer hardware 71.5 60.9 Construction in progress 26.2 8.5 Property and equipment 610.7 568.0 Less accumulated depreciation (308.0 ) (267.2 ) Property and equipment, net $ 302.7 $ 300.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 are as follows (in millions): Physician Services Ambulatory Services Total Balance at January 1, 2016 $ 1,956.7 $ 2,013.5 $ 3,970.2 Goodwill acquired, including post acquisition adjustments 3,553.0 63.9 3,616.9 Goodwill disposed, including impact of deconsolidation transactions — (3.1 ) (3.1 ) Balance at December 31, 2016 $ 5,509.7 $ 2,074.3 $ 7,584.0 Goodwill acquired, including post acquisition adjustments 400.9 75.3 476.2 Goodwill disposed, including impact of deconsolidation transactions — (24.1 ) (24.1 ) Goodwill impairment charges (500.0 ) — (500.0 ) Balance at December 31, 2017 $ 5,410.6 $ 2,125.5 $ 7,536.1 |
Schedule of Finite-Lived Intangible Assets | The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. Amortizable Intangible Assets Estimated Economic Useful Life Weighted Average Amortization Period Customer relationships 17 to 20 years 18.2 Capitalized software 3 to 7 years 4.5 Agreements, contracts and other 3 to 10 years 3.4 Intangible assets at December 31, 2017 and 2016 consisted of the following (in millions): 2017 2016 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 3,446.7 $ (321.8 ) $ 3,124.9 $ 3,235.0 $ (154.6 ) $ 3,080.4 Capitalized software 166.9 (73.3 ) 93.6 136.5 (41.8 ) 94.7 Trade names 25.0 (25.0 ) — 25.0 (2.1 ) 22.9 Agreements, contracts and other 13.5 (4.9 ) 8.6 13.2 (4.7 ) 8.5 Total amortizable intangible assets 3,652.1 (425.0 ) 3,227.1 3,409.7 (203.2 ) 3,206.5 Non-amortizable intangible assets: Trade names 430.0 — 430.0 460.0 — 460.0 Restrictive covenant arrangements 8.4 — 8.4 9.0 — 9.0 Total non-amortizable intangible assets 438.4 — 438.4 469.0 — 469.0 Total intangible assets $ 4,090.5 $ (425.0 ) $ 3,665.5 $ 3,878.7 $ (203.2 ) $ 3,675.5 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Deferred compensation fund $ 59.4 $ 37.1 Insurance receivable 86.8 82.7 Other 21.1 14.4 Total other assets $ 167.3 $ 134.2 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in millions): 2017 2016 Insurance reserves $ 77.1 $ 78.2 Deferred revenue 18.9 9.4 Refunds payable 28.9 33.6 Other 156.7 132.0 Total other accrued liabilities $ 281.6 $ 253.2 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Components Of Long-Term Debt | Long-term debt at December 31, 2017 and 2016 consisted of the following (in millions): 2017 2016 ABL Facility $ — $ — Term Loan B - 2023 3,956.3 3,495.0 Senior Unsecured Notes due 2022 (5.625%) 1,100.0 1,100.0 Senior Unsecured Notes due 2022 (5.125%) 750.0 750.0 Senior Unsecured Notes due 2024 (6.250%) 550.0 550.0 Other debt due through 2025 24.1 20.9 Capitalized lease arrangements due through 2031 32.3 31.9 6,412.7 5,947.8 Less current portion 52.1 46.6 Less net deferred financing costs 97.3 111.0 Long-term debt $ 6,263.3 $ 5,790.2 |
Redemption Price Percentage | 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 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 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 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Total Income Tax Expense | Total income tax expense (benefit) for the years ended December 31, 2017 , 2016 and 2015 was included within the following sections of the consolidated financial statements as follows (in millions): 2017 2016 2015 Earnings (loss) from continuing operations $ (496.8 ) $ (3.3 ) $ 113.8 Net loss from discontinued operations 30.7 2.4 (0.7 ) Stockholders’ equity — (2.1 ) (2.2 ) Total $ (466.1 ) $ (3.0 ) $ 110.9 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 was comprised of the following (in millions): 2017 2016 2015 Current: Federal $ 2.4 $ 62.9 $ 83.2 State 0.5 10.5 14.3 Deferred: Federal (543.9 ) (66.7 ) 11.7 State 44.2 (10.0 ) 4.6 Income tax expense (benefit) $ (496.8 ) $ (3.3 ) $ 113.8 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 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): 2017 2016 2015 Statutory federal income tax $ (10.8 ) $ 69.4 $ 173.6 Less federal income tax assumed directly by noncontrolling interests (70.7 ) (78.4 ) (76.4 ) State income taxes, net of federal income tax benefit 17.1 1.0 11.6 Increase (decrease) in valuation allowances — (11.0 ) 0.3 Transaction-related items 0.5 13.5 1.1 Impairment of goodwill 147.7 — — U.S. Tax Reform - corporate rate reduction (596.6 ) — — Interest related to unrecognized tax benefits — — (0.5 ) Other 16.0 2.2 4.1 Income tax expense (benefit) $ (496.8 ) $ (3.3 ) $ 113.8 |
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, 2017 , 2016 and 2015 is as follows (in millions): 2017 2016 2015 Balance at beginning of year $ 4.4 $ 3.4 $ 7.3 Additions for current year acquisitions — 14.9 — Additions for tax positions of current year 0.1 — — Decreases for amounts classified as held for sale — (12.8 ) — Increases (decreases) for tax positions taken during a prior period — — (1.0 ) Lapse of statute of limitations (2.1 ) (1.1 ) (2.9 ) Balance at end of year $ 2.4 $ 4.4 $ 3.4 |
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, 2017 and 2016 were as follows (in millions): 2017 2016 Deferred tax assets: Allowance for uncollectible accounts $ 21.4 $ 9.5 Share-based compensation 51.8 86.4 Deferred compensation 25.1 45.1 Accrued liabilities and other 34.8 50.1 Medical malpractice 47.4 50.2 Operating and capital loss carryforwards 84.0 48.2 Valuation allowances (30.5 ) (11.8 ) Total deferred tax assets 234.0 277.7 Deferred tax liabilities: Prepaid expenses and other 7.7 2.6 Accrual to cash 130.7 172.8 Property and equipment 79.3 49.0 Outside basis difference in stock 9.4 — Intangible assets 1,096.2 1,397.0 Total deferred tax liabilities 1,323.3 1,621.4 Net deferred tax liabilities $ 1,089.3 $ 1,343.7 |
Insurance Reserves (Tables)
Insurance Reserves (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Professional Liabilities | At December 31, 2017 and 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): 2017 2016 Third-party insurance reserves $ 111.3 $ 92.8 Estimated losses under self-insured programs 170.3 170.0 Incurred but not reported losses 114.0 94.3 Total accrued insurance reserves 395.6 357.1 Less estimated losses payable within one year 77.1 78.2 Total $ 318.5 $ 278.9 |
Schedule of Self Insurance Reserve Roll Forward | The changes to the Company's estimated losses under insurance programs as of December 31 were as follows (in millions): 2017 2016 Balance, beginning of year $ 357.1 $ 82.2 Assumed liabilities through acquisitions 31.5 255.5 Provision related to current period self-insurance reserves (1) 71.4 25.4 Payments for current period self-insurance reserves (2.2 ) (1.5 ) Benefit related to changes in prior period self-insurance reserves (5.6 ) (0.9 ) Payments for prior period self-insurance reserves (69.5 ) (13.4 ) Change in third-party insurance reserves 10.8 12.6 Other, net 2.1 (2.8 ) Balance, end of year $ 395.6 $ 357.1 (1) Total insurance expense for the years ended December 31, 2017 and 2016 were $144.2 million and $45.5 million , respectively,which also included premiums paid to third-party insurers and premiums paid to captive insurance companies of certain of our joint venture partners. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Summary of 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, 2017 and 2016 (in millions): 2017 2016 Deferred rent $ 36.8 $ 33.7 Tax-effected unrecognized benefits 2.4 4.4 Deferred compensation liabilities 58.0 36.0 Other 52.7 28.3 Other long-term liabilities $ 149.9 $ 102.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Future Minimum Lease Payment Schedule | Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2017 were as follows (in millions): Year Ended December 31, Capital Leases Operating Leases 2018 $ 5.4 $ 96.3 2019 5.6 85.1 2020 4.2 82.8 2021 3.4 79.9 2022 2.9 77.8 Thereafter 26.3 410.1 Total minimum rentals 47.8 $ 832.0 Less amounts representing interest at an average interest rate of 6.1% 15.5 Capital lease obligations $ 32.3 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule Of Changes In Non-Vested Restricted Shares | A summary of the status of and changes for non-vested restricted shares for the periods presented below is summarized as follows: Weighted Number Average of Awards Grant Price Non-vested awards at January 1, 2015 668,109 $ 33.51 Shares granted 313,498 56.19 Shares vested (233,831 ) 28.19 Shares forfeited (13,675 ) 42.15 Non-vested awards at December 31, 2015 734,101 $ 44.73 Shares converted as part of the Merger 145,118 68.12 Shares granted 662,146 72.78 Shares vested (282,597 ) 40.75 Shares forfeited (18,242 ) 61.97 Non-vested awards at December 31, 2016 1,240,526 $ 63.09 Shares granted 727,364 63.05 Shares vested (438,866 ) 55.00 Shares forfeited (118,563 ) 63.94 Non-vested awards at December 31, 2017 1,410,461 $ 65.52 |
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, 2015 158,721 $ 22.89 1.7 Options exercised with total intrinsic value of $4.9 million (113,220 ) 22.81 Options canceled (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 terminated (7,256 ) 27.49 Outstanding at December 31, 2016 3,511,114 $ 20.81 5.1 Options granted 239 55.98 Options exercised with total intrinsic value of $21.2 million (523,181 ) 12.75 Options canceled (162,151 ) 66.24 Outstanding at December 31, 2017 with an aggregate intrinsic value of $56.4 million 2,826,021 $ 19.70 4.3 Vested and Exercisable at December 31, 2017 with an aggregate intrinsic value of $56.4 million 2,597,344 $ 15.41 3.9 |
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, December 1, 2016, 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, 2017 , 2016 and 2015 was as follows (in millions): 2017 2016 2015 Share-based compensation expense from continuing operations $ 40.9 $ 28.6 $ 15.0 Fair value of shares vested 33.1 20.7 13.2 Cash received from option exercises 5.4 0.7 2.6 Tax expense (benefit) from share based awards 2.0 (3.9 ) (4.0 ) |
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, 2017: Net earnings from continuing operations attributable to Envision Healthcare Corporation common shareholders (basic) $ 259.4 118,397 $ 2.19 Effect of dilutive securities, options and non-vested shares 2,546 Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) $ 259.4 120,943 $ 2.14 For the year ended December 31, 2016: Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) $ (31.7 ) 59,002 $ (0.54 ) 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 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Net Revenue: Physician Services (1) $ 6,542.4 $ 2,229.7 $ 1,336.8 Ambulatory Services 1,276.9 1,268.2 1,230.1 Total $ 7,819.3 $ 3,497.9 $ 2,566.9 Adjusted EBITDA: Physician Services (1) (2) $ 655.5 $ 366.3 $ 266.2 Ambulatory Services (2) 253.5 240.1 226.1 Total $ 909.0 $ 606.4 $ 492.3 Adjusted EBITDA: $ 909.0 $ 606.4 $ 492.3 Net earnings attributable to noncontrolling interests 202.0 224.1 218.2 Interest expense, net (231.1 ) (142.4 ) (121.5 ) Depreciation and amortization (288.9 ) (137.6 ) (97.5 ) Share-based compensation (40.9 ) (28.6 ) (15.0 ) Net change in fair value of contingent consideration (0.1 ) 2.6 (8.8 ) Transaction and integration costs (88.7 ) (76.3 ) (8.4 ) Debt extinguishment costs — (30.3 ) — Impairment charges (500.3 ) (221.3 ) — Net gain (loss) on disposals and deconsolidations, net of noncontrolling interests 9.7 5.7 36.7 Net change in deferred taxes due to tax reform attributable to noncontrolling interests (1.6 ) — — Purchase accounting adjustments — (4.1 ) — Earnings (loss) from continuing operations before income taxes $ (30.9 ) $ 198.2 $ 496.0 Acquisition and Capital Expenditures: Physician Services (1) $ 664.9 $ 406.4 $ 854.4 Ambulatory Services 81.8 77.4 168.6 Total $ 746.7 $ 483.8 $ 1,023.0 2017 2016 Assets: Physician Services $ 10,975.6 $ 10,978.5 Ambulatory Services 2,845.2 2,690.9 Assets held for sale 2,751.8 3,039.5 Total $ 16,572.6 $ 16,708.9 (1) On December 1, 2016, the Company completed the Merger. Accordingly, historical amounts from EHH for periods prior to that date are not included. (2) For the year ended December 31, 2017 and on a before tax basis, approximately $58.1 million of general corporate expenses, including allocations for corporate salaries and stock based compensation, general and administrative costs and depreciation, were removed from the medical transportation business and reallocated to the Company's remaining segments. This removal of corporate expenses resulted in a reduction of Adjusted EBITDA in the physician services and ambulatory services segments of $26.3 million and $7.8 million , respectively, for the year ended December 31, 2017. |
Financial Information for the50
Financial Information for the Company and Its Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet - December 31, 2017 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 110.0 $ 10.2 $ 192.0 $ — $ 312.2 Insurance collateral — — 86.2 — 86.2 Accounts receivable, net — 275.1 1,130.7 — 1,405.8 Supplies inventory — — 22.7 — 22.7 Prepaid and other current assets 7.5 75.8 82.7 (0.4 ) 165.6 Current assets held for sale — 2,751.8 — — 2,751.8 Total current assets 117.5 3,112.9 1,514.3 (0.4 ) 4,744.3 Property and equipment, net 10.8 103.2 188.7 — 302.7 Investments in and advances to affiliates 10,713.9 1,971.9 — (12,529.1 ) 156.7 Intercompany receivable 2,924.9 227.7 — (3,152.6 ) — Goodwill — 1,543.3 — 5,992.8 7,536.1 Intangible assets, net 12.9 1,256.1 2,396.5 — 3,665.5 Other assets 50.0 43.6 73.7 — 167.3 Total assets $ 13,830.0 $ 8,258.7 $ 4,173.2 $ (9,689.3 ) $ 16,572.6 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 40.0 $ 0.1 $ 12.0 $ — $ 52.1 Accounts payable 2.0 23.1 37.1 — 62.2 Accrued salaries and benefits 5.5 218.1 324.4 — 548.0 Accrued interest 52.1 — — — 52.1 Other accrued liabilities 3.1 162.5 116.4 (0.4 ) 281.6 Current liabilities held for sale — 399.1 — — 399.1 Total current liabilities 102.7 802.9 489.9 (0.4 ) 1,395.1 Long-term debt, net of deferred financing costs 6,218.7 0.3 44.3 — 6,263.3 Deferred income taxes 940.0 — 149.3 — 1,089.3 Insurance reserves 6.0 106.3 206.2 — 318.5 Other long-term liabilities 35.5 78.5 35.9 — 149.9 Intercompany payable — 2,673.6 479.0 (3,152.6 ) — Noncontrolling interests – redeemable — — 75.3 111.8 187.1 Equity: Total Envision Healthcare Corporation equity 6,527.1 4,597.1 2,544.4 (7,141.5 ) 6,527.1 Noncontrolling interests – non-redeemable — — 148.9 493.4 642.3 Total equity 6,527.1 4,597.1 2,693.3 (6,648.1 ) 7,169.4 Total liabilities and equity $ 13,830.0 $ 8,258.7 $ 4,173.2 $ (9,689.3 ) $ 16,572.6 Condensed Consolidating Balance Sheet - December 31, 2016 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 41.6 $ 45.0 $ 230.3 $ — $ 316.9 Insurance collateral — 0.8 86.2 — 87.0 Accounts receivable, net — 282.2 1,015.6 — 1,297.8 Supplies inventory — — 23.4 — 23.4 Prepaid and other current assets 21.2 58.3 56.6 (1.0 ) 135.1 Current assets held for sale — 551.1 — — 551.1 Total current assets 62.8 937.4 1,412.1 (1.0 ) 2,411.3 Property and equipment, net 11.6 96.5 192.7 — 300.8 Investments in and advances to affiliates 11,289.9 2,250.9 — (13,426.1 ) 114.7 Intercompany receivable 2,324.9 291.2 — (2,616.1 ) — Goodwill — 1,580.6 — 6,003.4 7,584.0 Intangible assets, net 12.8 1,276.4 2,386.3 — 3,675.5 Other assets 31.3 54.2 59.4 (10.7 ) 134.2 Noncurrent assets held for sale — 2,488.4 — — 2,488.4 Total assets $ 13,733.3 $ 8,975.6 $ 4,050.5 $ (10,050.5 ) $ 16,708.9 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 35.0 $ 0.6 $ 11.0 $ — $ 46.6 Accounts payable 5.0 34.1 30.8 — 69.9 Accrued salaries and benefits 13.4 186.1 284.3 — 483.8 Accrued interest 51.4 — — — 51.4 Other accrued liabilities 3.9 147.4 102.9 (1.0 ) 253.2 Current liabilities held for sale — 249.4 — — 249.4 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 0.3 40.9 — 5,790.2 Deferred income taxes 1,109.9 — 233.8 — 1,343.7 Insurance reserves 4.2 127.6 147.1 — 278.9 Other long-term liabilities 30.4 33.1 38.9 — 102.4 Noncurrent liabilities held for sale — 468.6 — — 468.6 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 5,438.3 2,558.9 (7,997.2 ) 6,731.1 Noncontrolling interests – non-redeemable — — 205.4 451.4 656.8 Total equity 6,731.1 5,438.3 2,764.3 (7,545.8 ) 7,387.9 Total liabilities and equity $ 13,733.3 $ 8,975.6 $ 4,050.5 $ (10,050.5 ) $ 16,708.9 |
Condensed Consolidating Statement of Earnings | Condensed Consolidating Statement of Operations - Year Ended December 31, 2017 (In millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 31.1 $ 1,768.9 $ 6,166.8 $ (147.5 ) $ 7,819.3 Operating expenses: Salaries and benefits 77.9 1,609.7 3,940.4 (0.6 ) 5,627.4 Supply cost — 5.1 217.7 (0.1 ) 222.7 Insurance expense 2.0 8.8 246.0 (112.6 ) 144.2 Other operating expenses 28.5 117.0 666.4 (34.2 ) 777.7 Transaction and integration costs 8.9 78.7 1.1 — 88.7 Impairment charges — 500.3 — — 500.3 Depreciation and amortization 6.0 212.8 70.1 — 288.9 Total operating expenses 123.3 2,532.4 5,141.7 (147.5 ) 7,649.9 Net gain (loss) on disposals and deconsolidations — 25.7 (28.1 ) — (2.4 ) Equity in earnings of affiliates (311.2 ) 1,070.0 — (736.6 ) 22.2 Operating income (loss) (403.4 ) 332.2 997.0 (736.6 ) 189.2 Interest expense, net 27.3 159.3 44.5 — 231.1 Other income (expense), net 10.5 (15.2 ) 15.7 — 11.0 Earnings (loss) from continuing operations before income taxes (420.2 ) 157.7 968.2 (736.6 ) (30.9 ) Income tax benefit (192.2 ) (23.0 ) (281.6 ) — (496.8 ) Net earnings (loss) from continuing operations (228.0 ) 180.7 1,249.8 (736.6 ) 465.9 Net loss from discontinued operations — (491.9 ) — — (491.9 ) Net earnings (loss) (228.0 ) (311.2 ) 1,249.8 (736.6 ) (26.0 ) Less net earnings attributable to noncontrolling interests — — 202.0 — 202.0 Net earnings (loss) attributable to Envision Healthcare Corporation stockholders (228.0 ) (311.2 ) 1,047.8 (736.6 ) (228.0 ) Preferred stock dividends (4.5 ) — — — (4.5 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (232.5 ) $ (311.2 ) $ 1,047.8 $ (736.6 ) $ (232.5 ) Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings (loss) from continuing operations, net of income tax $ (232.5 ) $ 180.7 $ 1,047.8 $ (736.6 ) 259.4 Loss from discontinued operations, net of income tax — (491.9 ) — — (491.9 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders $ (232.5 ) $ (311.2 ) $ 1,047.8 $ (736.6 ) $ (232.5 ) Comprehensive income (loss) attributable to Envision Healthcare Corporation $ (228.0 ) $ (315.2 ) $ 1,047.8 $ (736.6 ) $ (232.0 ) 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 $ 1,207.8 $ 2,309.7 $ (50.4 ) $ 3,497.9 Operating expenses: Salaries and benefits 90.3 927.0 1,049.6 (6.3 ) 2,060.6 Supply cost — 3.9 194.5 — 198.4 Insurance expense 2.6 13.8 31.0 (1.9 ) 45.5 Other operating expenses 21.5 12.3 426.1 (42.2 ) 417.7 Transaction and integration costs 27.2 49.0 0.1 — 76.3 Impairment charges — 221.3 — — 221.3 Depreciation and amortization 4.5 75.2 57.9 — 137.6 Total operating expenses 146.1 1,302.5 1,759.2 (50.4 ) 3,157.4 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 (loss) (1.3 ) 211.1 549.6 (389.5 ) 369.9 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 (loss) from continuing operations before income taxes (22.1 ) 98.4 511.4 (389.5 ) 198.2 Income tax expense (benefit) (3.5 ) (12.7 ) 12.9 — (3.3 ) Net earnings (loss) from continuing operations (18.6 ) 111.1 498.5 (389.5 ) 201.5 Net earnings from discontinued operations — 4.0 — — 4.0 Net earnings (loss) (18.6 ) 115.1 498.5 (389.5 ) 205.5 Less 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 ) Amounts attributable to Envision Healthcare Corporation common stockholders: Earnings (loss) from continuing operations, net of income tax $ (27.7 ) $ 110.0 $ 275.5 $ (389.5 ) $ (31.7 ) Earnings from discontinued operations, net of income tax — 4.0 — — 4.0 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 Earnings - 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 69.1 600.1 675.7 (0.5 ) 1,344.4 Supply cost — 1.6 182.8 (0.1 ) 184.3 Insurance expense 1.0 16.6 13.6 — 31.2 Other operating expenses 23.6 73.9 317.1 (78.1 ) 336.5 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 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 Cash Flows | Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2017 (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 $ 46.3 $ 532.5 $ 670.2 $ (451.6 ) $ 797.4 Cash flows from investing activities: Acquisitions and related transactions (427.5 ) (758.6 ) — 428.3 (757.8 ) Acquisition of property and equipment (3.9 ) (166.4 ) (38.6 ) — (208.9 ) Purchases of marketable securities — — (24.5 ) — (24.5 ) Maturities of marketable securities — — 15.0 — 15.0 Other — (39.1 ) 33.2 — (5.9 ) Net cash flows used in investing activities (431.4 ) (964.1 ) (14.9 ) 428.3 (982.1 ) Cash flows from financing activities: Proceeds from long-term borrowings 789.0 — 12.9 — 801.9 Repayment on long-term borrowings (328.0 ) (1.5 ) (12.2 ) — (341.7 ) Distributions to owners, including noncontrolling interests — (190.9 ) (490.5 ) 451.6 (229.8 ) Capital contributions — 427.5 — (427.5 ) — Financing cost incurred (3.5 ) — — — (3.5 ) Changes in intercompany balances with affiliates, net 3.2 203.5 (206.7 ) — — Other financing activities, net (7.2 ) (16.5 ) 2.9 (0.8 ) (21.6 ) Net cash flows provided by (used in) financing activities 453.5 422.1 (693.6 ) 23.3 205.3 Net increase (decrease) in cash and cash equivalents 68.4 (9.5 ) (38.3 ) — 20.6 Cash and cash equivalents, beginning of period 41.6 59.7 230.3 — 331.6 Less cash and cash equivalents of held for sale assets, end of period — 40.0 — — 40.0 Cash and cash equivalents, end of period $ 110.0 $ 10.2 $ 192.0 $ — $ 312.2 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 Less cash and cash equivalents of held for sale assets, end of period — 14.7 — — 14.7 Cash and cash equivalents, end of period $ 41.6 $ 45.0 $ 230.3 $ — $ 316.9 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 |
Quarterly Statement of Operat51
Quarterly Statement of Operations Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents certain quarterly statement of earnings data for the years ended December 31, 2017 and 2016 . 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. 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 (1) (In millions, except per share data) Net revenues $ 1,878.6 $ 1,947.0 $ 1,990.7 $ 2,003.0 $ 724.7 $ 758.5 $ 822.2 $ 1,192.5 Earnings (loss) from continuing operations before income taxes 104.6 139.6 118.5 (393.6 ) 105.5 136.5 125.2 (169.0 ) Net earnings (loss) from continuing operations 87.1 104.0 91.4 183.4 84.7 103.1 95.6 (81.9 ) Net earnings (loss) from discontinued operations (478.2 ) 3.9 (12.4 ) (5.2 ) — — — 4.0 Net earnings (loss) (391.1 ) 107.9 79.0 178.2 84.7 103.1 95.6 (77.9 ) Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: Continuing 30.7 50.2 40.7 137.8 28.6 43.8 37.7 (141.8 ) Discontinued (478.2 ) 3.9 (12.4 ) (5.2 ) — — — 4.0 Net earnings (loss) $ (447.5 ) $ 54.1 $ 28.3 $ 132.6 $ 28.6 $ 43.8 $ 37.7 $ (137.8 ) Basic net earnings (loss) from continuing operations per share $ 0.26 $ 0.43 $ 0.34 $ 1.15 $ 0.53 $ 0.82 $ 0.70 $ (1.90 ) Basic net earnings (loss) per share $ (3.84 ) $ 0.46 $ 0.24 $ 1.10 $ 0.53 $ 0.82 $ 0.70 $ (1.84 ) Diluted net earnings (loss) from continuing operations per share $ 0.26 $ 0.42 $ 0.33 $ 1.13 $ 0.53 $ 0.80 $ 0.69 $ (1.90 ) Diluted net earnings (loss) per share $ (3.84 ) $ 0.45 $ 0.23 $ 1.08 $ 0.53 $ 0.80 $ 0.69 $ (1.84 ) (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 - Narrative (Details) $ in Millions | Dec. 01, 2016segment | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Number of reportable segments | segment | 3 | 2 | 3 | |
Cash deposits and other | $ 30.8 | $ 43.5 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Excess tax benefit, amount | $ 2 | |||
Operating Expense | Transactions with Related Party Concentration Risk | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Transactions with related parties, operating expenses, percent (less than) | 2.00% | 5.00% | 5.00% |
Description of Business and S53
Description of Business and Summary of Accounting Policies - Supplemental Cash Flow Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental cash flow information: | |||
Interest payments | $ 305.3 | $ 112.9 | $ 112.7 |
Income tax payments, net of refunds | $ 24.5 | $ 98.6 | $ 74.6 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)center | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)center | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Variable Interest Entity [Line Items] | |||||||||||
Net revenue | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | $ 7,819.3 | $ 3,497.9 | $ 2,566.9 |
Receivables from VIEs included in other current assets | 165.6 | 135.1 | 165.6 | 135.1 | |||||||
Not Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net revenue | 5.4 | 13.7 | 16 | ||||||||
Receivables from VIEs included in other current assets | 3.9 | 6.1 | 3.9 | 6.1 | |||||||
Physician Services | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net revenue | 6,542.4 | 2,229.7 | 1,336.8 | ||||||||
Physician Services | Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Assets VIE | 1,560 | 1,310 | 1,560 | 1,310 | |||||||
Liabilities VIE | 1,310 | 1,100 | 1,310 | 1,100 | |||||||
Restricted use assets of VIEs | 248.4 | 215.7 | 248.4 | 215.7 | |||||||
Ambulatory Services | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net revenue | 1,276.9 | 1,268.2 | $ 1,230.1 | ||||||||
Ambulatory Services | Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Assets VIE | 375.3 | 388.1 | 375.3 | 388.1 | |||||||
Liabilities VIE | 119.8 | 117.9 | 119.8 | 117.9 | |||||||
Restricted use assets of VIEs | 178.4 | 185.5 | $ 178.4 | 185.5 | |||||||
Subsidiary of Limited Liability Company or Limited Partnership, ownership interest | 51.00% | ||||||||||
Debt of VIEs guaranteed by AmSurg | $ 19.3 | $ 14.7 | $ 19.3 | $ 14.7 | |||||||
Unconsolidated | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of centers with ownership interest of less than 51% | center | 31 | 31 |
Revenue Recognition and Accou55
Revenue Recognition and Accounts Receivable - Schedule of Net Revenue by Major Payers (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 11,184.3 | $ 4,103.9 | $ 2,703.2 | ||||||||
Contract and other revenue | 993.2 | 218.5 | 129.8 | ||||||||
Provision for uncollectibles | (4,358.2) | (824.5) | (266.1) | ||||||||
Net revenue | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | 7,819.3 | 3,497.9 | 2,566.9 |
Medicare | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | 1,902.1 | 747.6 | 508.6 | ||||||||
Medicaid | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | 657.1 | 187.1 | 96.1 | ||||||||
Commercial and managed care | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | 5,057.1 | 2,526.1 | 1,881.2 | ||||||||
Self-pay | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net fee for service revenue | $ 3,568 | $ 643.1 | $ 217.3 | ||||||||
Sales Revenue, Net | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (100.00%) | (100.00%) | (100.00%) | ||||||||
Net fee for service revenue | Sales Revenue, Net | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (143.00%) | (118.00%) | (105.00%) | ||||||||
Net fee for service revenue | Sales Revenue, Net | Medicare | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (24.00%) | (22.00%) | (20.00%) | ||||||||
Net fee for service revenue | Sales Revenue, Net | Medicaid | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (8.00%) | (5.00%) | (4.00%) | ||||||||
Net fee for service revenue | Sales Revenue, Net | Commercial and managed care | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (65.00%) | (73.00%) | (73.00%) | ||||||||
Net fee for service revenue | Sales Revenue, Net | Self-pay | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (46.00%) | (18.00%) | (8.00%) | ||||||||
Contract and other revenue | Sales Revenue, Net | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (13.00%) | (6.00%) | (5.00%) | ||||||||
Provision for uncollectibles | Sales Revenue, Net | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Percentage of net revenue | (56.00%) | (24.00%) | (10.00%) |
Revenue Recognition and Accou56
Revenue Recognition and Accounts Receivable - Rollforward of Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $ 584 | $ 167.4 | $ 113.4 |
Charged to Cost and Expenses | 4,383.4 | 849 | 287.4 |
Charge-off Against Allowances | (2,412.9) | (432.4) | (233.4) |
Balance at End of Period | $ 2,554.5 | $ 584 | $ 167.4 |
Revenue Recognition and Accou57
Revenue Recognition and Accounts Receivable - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||
Provision for uncollectibles | $ 4,358.2 | $ 824.5 | $ 266.1 |
Increase (decrease) in the allowance for doubtful accounts | 1,870 | 68.2 | |
Other Operating Expenses | Ambulatory Services | |||
Revenue, Major Customer [Line Items] | |||
Provision for uncollectibles | $ 25.2 | $ 24.5 | $ 21.3 |
Acquisitions and Disposals - EH
Acquisitions and Disposals - EHH Merger (Details) | Dec. 01, 2016USD ($)businessshares | Nov. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||
Number of business merged | business | 2 | |||||
Less net deferred financing costs | $ 111,000,000 | $ 97,300,000 | $ 111,000,000 | |||
Debt extinguishment costs | 0 | 30,300,000 | $ 0 | |||
Merger of AmSurg and Envision into New Amethyst | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of stock | $ 4,260,000,000 | |||||
Replacement share-based compensation awards issued at Merger | $ 180,300,000 | |||||
Merger of AmSurg and Envision into New Amethyst | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock exchange ratio | 1 | |||||
Merger of AmSurg and Envision into New Amethyst | Convertible Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Dividend rate | 5.25% | |||||
Merger with Envision Healthcare Holdings, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Stock exchange ratio | 0.334 | |||||
Debt and equity issuance costs | 199,000,000 | 199,000,000 | ||||
Less net 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) | 30,300,000 | ||||
Revenue of acquiree since acquisition date | $ 4,170,000,000 | $ 347,900,000 | ||||
Merger with Envision Healthcare Holdings, Inc | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during period, shares, acquisitions (shares) | shares | 62,582,161 | |||||
Merger with Envision Healthcare Holdings, Inc | Convertible Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock exchange ratio | 1 | |||||
Dividend rate | 5.25% | |||||
Term Loan B - 2023 | Term Loan | ||||||
Business Acquisition [Line Items] | ||||||
Face amount | $ 3,500,000,000 | |||||
ABL Facility | Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Borrowing capacity of new revolving credit agreement | 850,000,000 | |||||
Senior Notes Due 2024 | Unsecured Debt | ||||||
Business Acquisition [Line Items] | ||||||
Face amount | $ 550,000,000 | |||||
Interest rate | 6.25% |
Acquisitions and Disposals - Ph
Acquisitions and Disposals - Physician and Ambulatory Services Activity (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)physician_practicecenter | Dec. 31, 2016USD ($)physician_practicecenter | |
Physician Services | Physician Services and Ambulatory Services | ||
Business Acquisition [Line Items] | ||
Number of business acquisitions | physician_practice | 12 | 11 |
Cash paid to acquire business | $ 584.1 | $ 355 |
Ambulatory Services | Physician Services and Ambulatory Services | ||
Business Acquisition [Line Items] | ||
Cash paid to acquire business | 47.3 | 39.3 |
Surgery Center | Ambulatory Services | ||
Business Acquisition [Line Items] | ||
Gain (loss) on disposals | $ 2.5 | $ (6.2) |
Surgery Center | Ambulatory Services | Physician Services and Ambulatory Services | ||
Business Acquisition [Line Items] | ||
Number of business acquisitions | center | 4 | 7 |
Deconsolidation | ||
Business Acquisition [Line Items] | ||
Number of equity method investments sold In the period | center | 6 | 4 |
Acquisitions and Disposals - 60
Acquisitions and Disposals - EHH Merger Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 7,536.1 | $ 7,584 | $ 3,970.2 | |
Merger with Envision Healthcare Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 165.8 | |||
Insurance collateral | 59.9 | |||
Accounts receivable | 1,153.2 | |||
Supplies inventory | 38.7 | |||
Prepaid and other current assets | 115.7 | |||
Property and equipment | 375.9 | |||
Goodwill | 4,624.1 | |||
Intangible assets | 3,030.8 | |||
Other long-term assets | 98.5 | |||
Accounts payable | (64.4) | |||
Accrued salaries and benefits | (338) | |||
Accrued interest | (17.3) | |||
Other accrued liabilities | (360.2) | |||
Deferred income taxes | (883.2) | |||
Long term insurance reserves | (318.1) | |||
Other long-term liabilities | (60.3) | |||
Long-term debt | (3,063.1) | |||
Total fair value | 4,558 | |||
Less: Fair value attributable to noncontrolling interests | 114.6 | |||
Acquisition date fair value of total consideration transferred | $ 4,443.4 |
Acquisitions and Disposals - Fa
Acquisitions and Disposals - Fair Value Of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 7,536.1 | $ 7,584 | $ 3,970.2 |
Series of Individually Immaterial Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 58.2 | 28.5 | |
Supplies inventory | 0.3 | 0.8 | |
Prepaid and other current assets | 5.8 | 1.8 | |
Property and equipment | 3.1 | 17.2 | |
Goodwill | 472.2 | 300.8 | |
Intangible assets | 271.8 | 136.8 | |
Other long-term assets | 1 | 3.6 | |
Accounts payable | (8.4) | (1.1) | |
Accrued salaries and benefits | (23.9) | (5.9) | |
Other accrued liabilities | (39.3) | (5.5) | |
Deferred income taxes | (37.4) | (27.6) | |
Other long-term liabilities | (40.8) | (4.2) | |
Long-term debt | (0.5) | (12.6) | |
Total fair value | 662.1 | 432.6 | |
Less: Fair value attributable to noncontrolling interests | 30.8 | 26.9 | |
Acquisition date fair value of total consideration transferred | $ 631.3 | $ 405.7 |
Acquisitions and Disposals - Re
Acquisitions and Disposals - Revenues and Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||||||||
Net revenue | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | $ 7,819.3 | $ 3,497.9 | $ 2,566.9 |
Net earnings | 178.2 | 79 | 107.9 | (391.1) | (77.9) | 95.6 | 103.1 | 84.7 | (26) | 205.5 | 381.2 |
Less net earnings attributable to noncontrolling interests | 202 | 224.1 | 218.2 | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | $ 132.6 | $ 28.3 | $ 54.1 | $ (447.5) | $ (137.8) | $ 37.7 | $ 43.8 | $ 28.6 | (232.5) | (27.7) | $ 153.9 |
Physician Services and Ambulatory Services | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net revenue | 363.6 | 104 | |||||||||
Net earnings | 13.9 | 12.3 | |||||||||
Less net earnings attributable to noncontrolling interests | 2.9 | 2.2 | |||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | $ 11 | $ 10.1 |
Acquisitions and Disposals - Pr
Acquisitions and Disposals - Pro Forma (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Net revenue | $ 8,032.8 | $ 7,788.5 |
Net earnings from continuing operations attributable to Envision Healthcare Corporation stockholders | $ 286.9 | $ 233.3 |
Acquisitions and Disposals - Na
Acquisitions and Disposals - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | |||||
Goodwill deductible for tax purposes | $ 246.5 | $ 148.1 | |||
Transaction and integration costs | 88.7 | $ 76.3 | $ 8.4 | ||
Goodwill impairment charges | 500 | ||||
Debt extinguishment costs | 0 | 30.3 | 0 | ||
Impairment charges | 500.3 | 221.3 | $ 0 | ||
Merger with Envision Healthcare Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill, purchase accounting adjustments | 103.3 | ||||
Debt extinguishment costs | $ (30.3) | $ 30.3 | |||
Medical Transportation Segment | |||||
Business Acquisition [Line Items] | |||||
Operating costs and expenses | 58.1 | ||||
Physician Services | |||||
Business Acquisition [Line Items] | |||||
Goodwill impairment charges | $ (500) |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of the Major Classes of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 40 | $ 14.7 | $ 0 |
Discontinued Operations, Held-for-sale | Medical Transportation Segment | |||
Current assets: | |||
Cash and cash equivalents | 40 | 14.7 | |
Insurance collateral | 1.3 | 0 | |
Accounts receivable, net | 479.9 | 457.2 | |
Supplies inventory | 36.3 | 37.8 | |
Prepaid and other current assets | 31.7 | 41.4 | |
Property and equipment, net | 310.2 | 294.4 | |
Investments in unconsolidated affiliates | 0.4 | 2.2 | |
Goodwill | 930 | 1,235 | |
Intangible assets, net | 899 | 929.4 | |
Other assets | 23.1 | 27.4 | |
Total assets held for sale | 2,751.9 | 3,039.5 | |
Current liabilities: | |||
Current portion of long-term debt | 0.1 | 0.4 | |
Accounts payable | 27.4 | 31.4 | |
Accrued salaries and benefits | 67 | 77.4 | |
Other accrued liabilities | 177.2 | 140.2 | |
Long-term debt | 1.3 | 1.4 | |
Deferred income taxes | 0 | 337 | |
Insurance reserves | 94.3 | 91.6 | |
Other long-term liabilities | 31.8 | 38.6 | |
Total liabilities held for sale | $ 399.1 | $ 718 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Revenues From Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Results of discontinued operations: | |||||||||||
Earnings (loss) from discontinued operations | $ (461.2) | $ 6.4 | $ (1.7) | ||||||||
Income tax expense of discontinued operations | (30.7) | (2.4) | 0.7 | ||||||||
Net earnings (loss) from discontinued operations | $ (5.2) | $ (12.4) | $ 3.9 | $ (478.2) | $ 4 | $ 0 | $ 0 | $ 0 | (491.9) | 4 | $ (1) |
Medical Transportation Segment | Discontinued Operations, Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net revenues | 2,523 | 198.1 | |||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 1,380.8 | 114.7 | |||||||||
Supply cost | 57.5 | 4.8 | |||||||||
Insurance expense | 82.3 | 6.7 | |||||||||
Other operating expenses | 687.7 | 49.5 | |||||||||
Transaction and integration costs | 26.8 | 3.7 | |||||||||
Loss on assets held for sale | 515.2 | 0 | |||||||||
Depreciation and amortization | 145 | 12.3 | |||||||||
Total operating expenses | 2,895.3 | 191.7 | |||||||||
Equity in earnings of unconsolidated affiliates | 0.5 | 0 | |||||||||
Operating income (loss) | (371.8) | 6.4 | |||||||||
Interest expense, net | 89.4 | 0 | |||||||||
Earnings (loss) before income taxes | (461.2) | 6.4 | |||||||||
Results of discontinued operations: | |||||||||||
Earnings (loss) from discontinued operations | (461.2) | 6.4 | |||||||||
Income tax expense of discontinued operations | (30.7) | (2.4) | |||||||||
Net earnings (loss) from discontinued operations | $ (491.9) | $ 4 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Aug. 07, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net cash flows provided by operating activities attributable to discontinued operations | $ 178.9 | ||||
Net cash flows used in investing activities attributable to discontinued operations | 232.1 | ||||
Cash used in investing activities, discontinued operations for acquisition | 0 | $ 165.8 | $ 0 | ||
Medical Transportation Segment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Operating costs and expenses | 58.1 | ||||
Medical Transportation Segment | Discontinued Operations, Held-for-sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Value of sale of business | $ 2,400 | ||||
Loss on assets held for sale | (515.2) | $ 0 | |||
Deferred tax expense and associated deferred tax liability | 14.5 | $ 503 | |||
Interest expense, net allocated to discontinued operations | 87.4 | ||||
Cash used in investing activities, discontinued operations for acquisition | $ 119.4 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments by Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 55.4 | $ 43.5 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 8 | 1 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 8 | 1 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1.8 | 1 |
U.S. Treasuries | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1.8 | 1 |
U.S. Treasuries | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1.8 | 0.4 |
U.S. Treasuries | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | 0.6 |
U.S. Treasuries | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | 0 |
Corporate bonds/Fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 41.2 | 28.3 |
Corporate bonds/Fixed income | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 41.2 | 28.3 |
Corporate bonds/Fixed income | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 10.4 | 22.8 |
Corporate bonds/Fixed income | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 30.8 | 5.5 |
Corporate bonds/Fixed income | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | 0 |
Corporate equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 12.4 | 14.2 |
Corporate equity | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 12.4 | 14.2 |
Corporate equity | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 12.4 | 14.2 |
Corporate equity | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 0 | 0 |
Corporate equity | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Financial Instruments Classified as Level 3 (Details) - Contingent Consideration - Fair Value, Measurements, Recurring $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2016 | $ 1 |
Increase due to current period acquisitions | 7.1 |
Net change in fair value | (0.1) |
Balance at December 31, 2017 | $ 8 |
Fair Value Measurements - Sch70
Fair Value Measurements - Schedule of Insurance Collateral (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 55.4 | $ 43.5 |
Cash deposits and other | 30.8 | 43.5 |
Restricted cash and investments | 86.2 | 87 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 1.8 | 1 |
Corporate bonds/Fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | 41.2 | 28.3 |
Corporate equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities: | $ 12.4 | $ 14.2 |
Fair Value Measurements - Sch71
Fair Value Measurements - Schedule of Amortized Cost Basis and Aggregate Fair Value of Company's Available-for-Sale Securities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | $ 53 | $ 43.7 |
Gross Unrealized Gains | 2.6 | 0.1 |
Gross Unrealized Losses | (0.2) | (0.3) |
Fair Value | 55.4 | 43.5 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 1.8 | 1 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 1.8 | 1 |
Corporate bonds/Fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 40.7 | 28.3 |
Gross Unrealized Gains | 0.7 | 0 |
Gross Unrealized Losses | (0.2) | 0 |
Fair Value | 41.2 | 28.3 |
Corporate equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Basis | 10.5 | 14.4 |
Gross Unrealized Gains | 1.9 | 0.1 |
Gross Unrealized Losses | 0 | (0.3) |
Fair Value | $ 12.4 | $ 14.2 |
Fair Value Measurements - Sch72
Fair Value Measurements - Schedule of Unrealized Loss Positions (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 16 | $ 7.6 |
Unrealized Losses | (0.2) | (0.3) |
Corporate bonds/Fixed income | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 16 | 0 |
Unrealized Losses | (0.2) | 0 |
Corporate equity | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | 7.6 |
Unrealized Losses | $ 0 | $ (0.3) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maturities of marketable securities | $ 15 | $ 3.8 | $ 4.2 |
Available-for-sale securities, gross realized gain (loss) | (0.1) | ||
Unrealized holding gain during the period, net of income tax | 2.4 | ||
Unrealized holding loss during the period, net of income tax | (4) | $ (0.2) | $ 0 |
Corporate bonds/Fixed income | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contractual maturities within one year | 3.8 | ||
Contractual maturities extending longer than one year through five years | 38.4 | ||
Debt maturities, rolling year after year five, amortized cost basis | $ 0.8 |
Prepaid and Other Current Ass74
Prepaid and Other Current Assets - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes receivable | $ 74.3 | $ 60.4 |
Prepaid expenses | 59.9 | 38.6 |
Other | 31.4 | 36.1 |
Total prepaid and other current assets | $ 165.6 | $ 135.1 |
Property and Equipment - Useful
Property and Equipment - Useful Life and Depreciation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 64.4 | $ 39.4 | $ 35.4 |
Building and leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Building and leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Medical equipment and other | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Medical equipment and other | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Computer hardware | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer hardware | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Property and Equipment - PPE Sc
Property and Equipment - PPE Schedule (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 610.7 | $ 568 |
Less accumulated depreciation | (308) | (267.2) |
Property and equipment, net | 302.7 | 300.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0.2 | 0.3 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 243.1 | 234.7 |
Medical equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 255.2 | 249.4 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14.5 | 14.2 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 71.5 | 60.9 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 26.2 | $ 8.5 |
Investments in Unconsolidated77
Investments in Unconsolidated Affiliates - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)centerequity_method_investment | Dec. 31, 2016USD ($)center | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliates | $ 156,700,000 | $ 114,700,000 | |
Equity in earnings of unconsolidated affiliates | 22,200,000 | 23,700,000 | $ 16,200,000 |
Income (Loss) from Equity Method Investments, Including Discontinued Operations | 22,700,000 | 23,700,000 | 16,200,000 |
Net gain (loss) on disposals and deconsolidations | 9,700,000 | 5,700,000 | 36,700,000 |
Joint Venture | Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliates | $ 19,200,000 | 1,800,000 | |
Ambulatory Services | Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number consolidated centers contributed to joint venture | center | 2 | ||
Ambulatory Services | Noncontrolling Interest In Centers | Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of equity investments acquired in the period | equity_method_investment | 2 | ||
Net cash received in exchange for noncontrolling interests in new investments | $ 1,200,000 | ||
Deconsolidation | |||
Schedule of Equity Method Investments [Line Items] | |||
Net gain (loss) on disposals and deconsolidations | $ 11,100,000 | $ (500,000) | $ 36,700,000 |
Number of equity method investments sold In the period | center | 6 | 4 | |
Surgery Center | Ambulatory Services | |||
Schedule of Equity Method Investments [Line Items] | |||
Gain (loss) on disposals | $ 2,500,000 | $ (6,200,000) | |
Surgery Center | Ambulatory Services | Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number consolidated centers contributed to joint venture | center | 2 | ||
Surgery Center | Ambulatory Services | Noncontrolling Interest In Centers | |||
Schedule of Equity Method Investments [Line Items] | |||
Number Of Centers Acquired | center | 2 | ||
Surgery Center | Ambulatory Services | Noncontrolling Interest In Centers | Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Net cash received in exchange for noncontrolling interests in new investments | $ 3,300,000 | ||
Surgery Center | Affiliated Entity | Discontinued Operations, Disposed of by Sale | Ambulatory Services | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of businesses disposed of | center | 1 |
Goodwill and Intangible Asset78
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)physician_practicecenter | Dec. 31, 2016USD ($)physician_practicecenter | Oct. 01, 2017USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 7,536.1 | $ 7,584 | $ 3,970.2 | |
Goodwill impairment charges | 500 | |||
Goodwill, written off related to sale of business unit | 24.1 | 3.1 | ||
Physician Services | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 5,410.6 | 5,509.7 | 1,956.7 | |
Goodwill impairment charges | (500) | |||
Goodwill, written off related to sale of business unit | 0 | 0 | ||
Ambulatory Services | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 2,125.5 | 2,074.3 | $ 2,013.5 | |
Goodwill impairment charges | 0 | |||
Goodwill, written off related to sale of business unit | 24.1 | 3.1 | ||
Series of Individually Immaterial Business Acquisitions | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 472.2 | $ 300.8 | ||
Series of Individually Immaterial Business Acquisitions | Physician Services | ||||
Segment Reporting Information [Line Items] | ||||
Number of business acquisitions | physician_practice | 12 | 11 | ||
Surgery Center | Series of Individually Immaterial Business Acquisitions | Ambulatory Services | ||||
Segment Reporting Information [Line Items] | ||||
Number of business acquisitions | center | 4 | 7 | ||
Physician Services | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 5,410 | $ 5,970 | ||
Goodwill impairment charges | $ 500 | |||
Ambulatory Services | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 2,140 |
Goodwill and Intangible Asset79
Goodwill and Intangible Assets - Changes In Carrying Amount Of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 7,584 | $ 3,970.2 |
Goodwill acquired, including post acquisition adjustments | 476.2 | 3,616.9 |
Goodwill disposed, including impact of deconsolidation transactions | (24.1) | (3.1) |
Goodwill impairment charges | (500) | |
Ending balance | 7,536.1 | 7,584 |
Physician Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 5,509.7 | 1,956.7 |
Goodwill acquired, including post acquisition adjustments | 400.9 | 3,553 |
Goodwill disposed, including impact of deconsolidation transactions | 0 | 0 |
Goodwill impairment charges | 500 | |
Ending balance | 5,410.6 | 5,509.7 |
Ambulatory Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 2,074.3 | 2,013.5 |
Goodwill acquired, including post acquisition adjustments | 75.3 | 63.9 |
Goodwill disposed, including impact of deconsolidation transactions | (24.1) | (3.1) |
Goodwill impairment charges | 0 | |
Ending balance | $ 2,125.5 | $ 2,074.3 |
Goodwill and Intangible Asset80
Goodwill and Intangible Assets Goodwill and Intangible Assets - Schedule of Estimated Useful Life and Weighted Average Amortization Period (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 17 years 8 months 23 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 18 years 1 month 25 days |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 17 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 20 years |
Capitalized software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 4 years 5 months 25 days |
Capitalized software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 3 years |
Capitalized software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 7 years |
Agreements, contracts and other | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 3 years 4 months 15 days |
Agreements, contracts and other | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 3 years |
Agreements, contracts and other | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Economic Useful Life | 10 years |
Goodwill and Intangible Asset81
Goodwill and Intangible Assets - Summary Of Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Indefinite-lived Intangible Assets [Line Items] | |||
Non-amortizable intangible assets | $ 438.4 | $ 469 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 3,652.1 | 3,409.7 | |
Accumulated Amortization | (425) | (203.2) | |
Net | 3,227.1 | 3,206.5 | |
Total intangible assets, gross carrying amount | 4,090.5 | 3,878.7 | |
Total intangible assets, net | 3,665.5 | 3,675.5 | |
Trade names | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Non-amortizable intangible assets | 430 | 460 | $ 228 |
Restrictive covenant arrangements | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Non-amortizable intangible assets | 8.4 | 9 | |
Customer relationships with hospitals | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 3,446.7 | 3,235 | |
Accumulated Amortization | (321.8) | (154.6) | |
Net | 3,124.9 | 3,080.4 | |
Capitalized software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 166.9 | 136.5 | |
Accumulated Amortization | (73.3) | (41.8) | |
Net | 93.6 | 94.7 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 25 | 25 | |
Accumulated Amortization | (25) | (2.1) | |
Net | 0 | 22.9 | |
Agreements, contracts and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 13.5 | 13.2 | |
Accumulated Amortization | (4.9) | (4.7) | |
Net | $ 8.6 | $ 8.5 |
Goodwill and Intangible Asset82
Goodwill and Intangible Assets Goodwill and Intangible Assets - Intangible Assets Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Non-amortizable intangible assets | $ 438.4 | $ 469 | ||
Finite-lived intangible assets | 3,227.1 | 3,206.5 | ||
Amortization of intangible assets | 224.5 | 98.2 | $ 62.1 | |
Estimated amortization of intangible assets, 2018 | 208.6 | |||
Estimated amortization of intangible assets, 2019 | 200.1 | |||
Estimated amortization of intangible assets, 2020 | 192 | |||
Estimated amortization of intangible assets, 2021 | 184.6 | |||
Estimated amortization of intangible assets, 2022 | 178.9 | |||
Estimated amortization of intangible assets, thereafter | $ 2,260 | |||
Estimated Economic Useful Life | 17 years 8 months 23 days | |||
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | 10 | |||
Trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Non-amortizable intangible assets | $ 430 | 460 | $ 228 | |
Impairment of intangible assets | $ 218 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred compensation fund | $ 59.4 | $ 37.1 |
Insurance receivable | 86.8 | 82.7 |
Other | 21.1 | 14.4 |
Other assets | $ 167.3 | $ 134.2 |
Other Accrued Liabilities - Nar
Other Accrued Liabilities - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Insurance reserves | $ 77.1 | $ 78.2 |
Deferred revenue | 18.9 | 9.4 |
Refunds payable | 28.9 | 33.6 |
Other | 156.7 | 132 |
Total other accrued liabilities | $ 281.6 | $ 253.2 |
Long-term Debt - Components Of
Long-term Debt - Components Of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2016 | Jul. 16, 2014 |
Debt Instrument [Line Items] | ||||
Other debt | $ 24.1 | $ 20.9 | ||
Capitalized lease arrangements due through 2031 | 32.3 | 31.9 | ||
Long-term debt and capitalized lease arrangements | 6,412.7 | 5,947.8 | ||
Less current portion | 52.1 | 46.6 | ||
Less net deferred financing costs | 97.3 | 111 | ||
Long-term debt | 6,263.3 | 5,790.2 | ||
ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 0 | 0 | ||
Term Loan B - 2023 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 3,956.3 | 3,495 | ||
Senior Unsecured Notes due 2022 (5.625%) | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% | 5.625% | ||
Long term debt | $ 1,100 | 1,100 | ||
Senior Unsecured Notes due 2022 (5.125%) | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.125% | 5.125% | ||
Long term debt | $ 750 | 750 | ||
Senior Unsecured Notes due 2024 (6.250%) | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.25% | |||
Long term debt | $ 550 | $ 550 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | Jun. 23, 2017 | Dec. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 07, 2017 | Jul. 16, 2014 |
Payments required on Company's long-term debt and capital leases | ||||||||
2,018 | $ 52,200,000 | |||||||
2,019 | 50,400,000 | |||||||
2,020 | 46,700,000 | |||||||
2,021 | 44,400,000 | |||||||
2,022 | 1,890,000,000 | |||||||
Thereafter | 4,330,000,000 | |||||||
Less net deferred financing costs | $ 111,000,000 | 97,300,000 | $ 111,000,000 | |||||
Debt extinguishment costs | 21,800,000 | |||||||
Term Loan and Credit Facility | ||||||||
Proceeds from long-term borrowings | 801,900,000 | 4,509,200,000 | $ 560,100,000 | |||||
Loans Payable | ||||||||
Other Debt | ||||||||
Book value of certain assets of surgery centers pledged as collateral | 47,600,000 | |||||||
Fixed Interest Rate | ||||||||
Payments required on Company's long-term debt and capital leases | ||||||||
Long-term debt, fair value | 2,470,000,000 | |||||||
Long-term debt, carrying value | 2,460,000,000 | |||||||
Variable Interest Rate | ||||||||
Payments required on Company's long-term debt and capital leases | ||||||||
Long-term debt, fair value | $ 3,960,000,000 | |||||||
Term Loan B - 2023 | Term Loan | ||||||||
Term Loan and Credit Facility | ||||||||
Face amount | $ 3,500,000,000 | |||||||
Proceeds from long-term borrowings | $ 500,000,000 | |||||||
Senior Unsecured Notes due 2022 (5.625%) | Senior Notes | ||||||||
Term Loan and Credit Facility | ||||||||
Face amount | $ 1,100,000,000 | |||||||
Interest rate | 5.625% | 5.625% | ||||||
Senior Unsecured Notes due 2022 (5.125%) | Senior Notes | ||||||||
Term Loan and Credit Facility | ||||||||
Interest rate | 5.125% | 5.125% | ||||||
Senior Unsecured Notes due 2022 (5.125%) | Unsecured Debt | ||||||||
Term Loan and Credit Facility | ||||||||
Face amount | $ 750,000,000 | |||||||
Senior Notes Due 2024 | Unsecured Debt | ||||||||
Term Loan and Credit Facility | ||||||||
Face amount | $ 550,000,000 | |||||||
Interest rate | 6.25% | |||||||
Redeemable principal percentage | 40.00% | |||||||
Redemption price as percent of the principal amount | 106.25% | |||||||
Period Prior to July 15, 2017 | Senior Notes Due 2024 | Senior Notes | ||||||||
Term Loan and Credit Facility | ||||||||
Redemption price as percent of the principal amount | 101.563% | |||||||
Revolving Credit Facility | ABL Facility | ||||||||
Term Loan and Credit Facility | ||||||||
Borrowing capacity of new revolving credit agreement | $ 850,000,000 | |||||||
Merger with Envision Healthcare Holdings, Inc | ||||||||
Payments required on Company's long-term debt and capital leases | ||||||||
Less net deferred financing costs | $ 94,900,000 | $ 94,900,000 | ||||||
Merger with Envision Healthcare Holdings, Inc | Secured Debt | Term Loan B - 2023 | ||||||||
Term Loan and Credit Facility | ||||||||
Borrowing capacity of new revolving credit agreement | $ 1,300,000,000 | |||||||
Accordion feature to increase capacity, calculation input, leverage ratio | 4 | |||||||
Floor rate | 2.00% | |||||||
Line of credit facility, interest rate at period end | 4.57% | |||||||
Merger with Envision Healthcare Holdings, Inc | Revolving Credit Facility | ABL Facility | ||||||||
Term Loan and Credit Facility | ||||||||
Accordion feature, increase to maximum borrowing capacity | $ 1,350,000,000 | |||||||
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% | |||||||
Line of credit facility, current borrowing capacity | $ 850,000,000 | |||||||
Letters of credit outstanding, amount | $ 186,200,000 | |||||||
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% | |||||||
Debt instrument, covenant, testing criteria, consecutive days in excess of threshold | 30 days | |||||||
Merger with Envision Healthcare Holdings, Inc | LIBOR | Secured Debt | Term Loan B - 2023 | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 3.00% | |||||||
Merger with Envision Healthcare Holdings, Inc | Base Rate | Secured Debt | Term Loan B - 2023 | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 0.50% | |||||||
Merger with Envision Healthcare Holdings, Inc | Federal Funds Effective Swap Rate | Secured Debt | Term Loan B - 2023 | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 1.00% | |||||||
Merger with Envision Healthcare Holdings, Inc | Federal Funds Effective Swap Rate | Revolving Credit Facility | ABL Facility | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 0.50% | |||||||
Merger with Envision Healthcare Holdings, Inc | Composite Overnight Federal Funds Rate and LIBOR | Secured Debt | Term Loan B - 2023 | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 1.75% | |||||||
Merger with Envision Healthcare Holdings, Inc | Composite Overnight Federal Funds Rate and LIBOR | Revolving Credit Facility | ABL Facility | ||||||||
Term Loan and Credit Facility | ||||||||
Basis spread | 1.00% | |||||||
Medical Transportation Segment | Discontinued Operations, Held-for-sale | ||||||||
Term Loan and Credit Facility | ||||||||
Value of sale of business | $ 2,400,000,000 |
Long-term Debt - Redemption Pri
Long-term Debt - Redemption Price (Details) - Senior Notes | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
2017 | Senior Unsecured Notes due 2022 (5.625%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 104.219% | |
2017 | Senior Unsecured Notes due 2022 (5.125%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 103.884% | |
2018 | Senior Unsecured Notes due 2022 (5.625%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 102.813% | |
2018 | Senior Unsecured Notes due 2022 (5.125%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 102.563% | |
2019 | Senior Unsecured Notes due 2022 (5.625%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 101.406% | |
2019 | Senior Unsecured Notes due 2022 (5.125%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 101.281% | |
2019 | Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 104.688% | |
2020 and thereafter | Senior Unsecured Notes due 2022 (5.625%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 100.00% | |
2020 and thereafter | Senior Unsecured Notes due 2022 (5.125%) | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 100.00% | |
2020 | Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 103.125% | |
2021 | Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Redemption price as percent of the principal amount | 101.563% | |
2022 and thereafter | Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Earnings (loss) from continuing operations | $ (496.8) | $ (3.3) | $ 113.8 |
Net loss from discontinued operations | 30.7 | 2.4 | (0.7) |
Stockholders’ equity | 0 | (2.1) | (2.2) |
Total | $ (466.1) | $ (3) | $ 110.9 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 2.4 | $ 62.9 | $ 83.2 |
State | 0.5 | 10.5 | 14.3 |
Deferred: | |||
Federal | (543.9) | (66.7) | 11.7 |
State | 44.2 | (10) | 4.6 |
Income tax expense (benefit) | $ (496.8) | $ (3.3) | $ 113.8 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Provisional tax benefit from change in tax rate | $ 596.6 | ||
U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
Decreases in interest and penalty obligations | $ 0.1 | $ (0.1) | $ (0.2) |
Interest obligations | 2.3 | 1.7 | |
Tax-effected unrecognized benefits | 2.4 | ||
Valuation allowances | 30.5 | $ 11.8 | |
Operating and capital loss carryforwards, subject to expiration | 297.6 | ||
Minimum | |||
Income Tax Contingency [Line Items] | |||
Decrease in unrecognized tax benefits is reasonably possible | 0.1 | ||
Maximum | |||
Income Tax Contingency [Line Items] | |||
Decrease in unrecognized tax benefits is reasonably possible | $ 0.4 |
Income Taxes - Income Tax Exp91
Income Taxes - Income Tax Expense Reconciliation to Federal Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal income tax | $ (10.8) | $ 69.4 | $ 173.6 |
Less federal income tax assumed directly by noncontrolling interests | (70.7) | (78.4) | (76.4) |
State income taxes, net of federal income tax benefit | 17.1 | 1 | 11.6 |
Increase (decrease) in valuation allowances | 0 | (11) | 0.3 |
Transaction-related items | 0.5 | 13.5 | 1.1 |
Impairment of goodwill | 147.7 | 0 | 0 |
U.S. Tax Reform - corporate rate reduction | (596.6) | 0 | 0 |
Interest related to unrecognized tax benefits | 0 | 0 | (0.5) |
Other | 16 | 2.2 | 4.1 |
Income tax expense (benefit) | $ (496.8) | $ (3.3) | $ 113.8 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Liability Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 4.4 | $ 3.4 | $ 7.3 |
Additions for current year acquisitions | 0 | 14.9 | 0 |
Additions for tax positions of current year | 0.1 | 0 | 0 |
Decreases for amounts classified as held for sale | 0 | (12.8) | 0 |
Increases (decreases) for tax positions taken during a prior period | 0 | 0 | (1) |
Lapse of statute of limitations | (2.1) | (1.1) | (2.9) |
Balance at end of year | $ 2.4 | $ 4.4 | $ 3.4 |
Income Taxes - Deferred Assets
Income Taxes - Deferred Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Allowance for uncollectible accounts | $ 21.4 | $ 9.5 |
Share-based compensation | 51.8 | 86.4 |
Deferred compensation | 25.1 | 45.1 |
Accrued liabilities and other | 34.8 | 50.1 |
Medical malpractice | 47.4 | 50.2 |
Operating and capital loss carryforwards | 84 | 48.2 |
Valuation allowances | (30.5) | (11.8) |
Total deferred tax assets | 234 | 277.7 |
Deferred tax liabilities: | ||
Prepaid expenses and other | 7.7 | 2.6 |
Accrual to cash | 130.7 | 172.8 |
Property and equipment | 79.3 | 49 |
Outside basis difference in stock | 9.4 | 0 |
Intangible assets | 1,096.2 | 1,397 |
Total deferred tax liabilities | 1,323.3 | 1,621.4 |
Net deferred tax liabilities | $ 1,089.3 | $ 1,343.7 |
Insurance Reserves - Components
Insurance Reserves - Components of Reserves (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | |||
Third-party insurance reserves | $ 111.3 | $ 92.8 | |
Estimated losses under self-insured programs | 170.3 | 170 | |
Incurred but not reported losses | 114 | 94.3 | |
Total accrued insurance reserves | 395.6 | 357.1 | $ 82.2 |
Less estimated losses payable within one year | 77.1 | 78.2 | |
Insurance reserves | $ 318.5 | $ 278.9 |
Insurance Reserves - Rollforwar
Insurance Reserves - Rollforward of Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Self Insurance Reserve [Roll Forward] | ||
Balance, beginning of year | $ 357.1 | $ 82.2 |
Assumed liabilities through acquisitions | 31.5 | 255.5 |
Provision related to current period self-insurance reserves | 71.4 | 25.4 |
Payments for current period self-insurance reserves | (2.2) | (1.5) |
Benefit related to changes in prior period self-insurance reserves | (5.6) | (0.9) |
Payments for prior period self-insurance reserves | (69.5) | (13.4) |
Change in third-party insurance reserves | 10.8 | 12.6 |
Other, net | 2.1 | (2.8) |
Balance, end of year | $ 395.6 | $ 357.1 |
Insurance Reserves - Narrative
Insurance Reserves - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Insurance expense | $ 144,200,000 | $ 45,500,000 | $ 31,200,000 |
Minimum | |||
Loss Contingencies [Line Items] | |||
Amount of loss at which third party insurance becomes effective | 1,000,000 | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Amount of loss at which third party insurance becomes effective | $ 3,000,000 |
Other Long-Term Liabilities - N
Other Long-Term Liabilities - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 36.8 | $ 33.7 |
Tax-effected unrecognized benefits | 2.4 | 4.4 |
Deferred compensation liabilities | 58 | 36 |
Other | 52.7 | 28.3 |
Other long-term liabilities | $ 149.9 | $ 102.4 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Capital lease assets | $ 39.8 | ||
Capital lease assets, accumulated depreciation | 11.5 | ||
Operating leases, rental expense | 111.6 | $ 80.4 | $ 74.6 |
Related party operating lease payments | $ 23.6 | $ 24.3 | $ 27.6 |
Leases - Future Minimum Payment
Leases - Future Minimum Payment Schedule (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases | ||
2,018 | $ 5.4 | |
2,019 | 5.6 | |
2,020 | 4.2 | |
2,021 | 3.4 | |
2,022 | 2.9 | |
Thereafter | 26.3 | |
Total minimum rentals | 47.8 | |
Less amounts representing interest at an average interest rate of 6.1% | 15.5 | |
Capital lease obligations | $ 32.3 | $ 31.9 |
Capital lease obligations average interest rate | 6.10% | |
Operating Leases | ||
2,018 | $ 96.3 | |
2,019 | 85.1 | |
2,020 | 82.8 | |
2,021 | 79.9 | |
2,022 | 77.8 | |
Thereafter | 410.1 | |
Total minimum rentals | $ 832 |
Employee Benefit Programs - Nar
Employee Benefit Programs - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AmSurg 401(k) Plan and Trust | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 40.7 | $ 29.9 | $ 14.1 |
Supplemental Executive And Director Retirement Savings Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 2.6 | 3.6 | $ 5.2 |
Requisite service period | 5 years | ||
Maximum voluntary contribution as a percent of annual compensation | 50.00% | ||
Supplemental Executive And Director Retirement Savings Plan | Other Noncurrent Assets | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Cash surrender value | $ 43.7 | $ 30.8 | |
Minimum | AmSurg 401(k) Plan and Trust | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Requisite service period | 4 years | ||
Maximum | AmSurg 401(k) Plan and Trust | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Requisite service period | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Dec. 19, 2017USD ($) |
EmCare Physician Services Case | |
Loss Contingencies [Line Items] | |
Amount the company agreed to pay | $ 31.1 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jul. 03, 2017shares | Dec. 01, 2016$ / sharesshares | Jul. 02, 2017shares | Dec. 31, 2017USD ($)dividendinstallment$ / sharesshares | Dec. 31, 2016USD ($)dividend$ / sharesshares | Dec. 31, 2015USD ($)dividendshares | Sep. 17, 2017USD ($) |
Common Stock: | |||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Authorized amount of share repurchases | $ | $ 250,000,000 | ||||||
Repurchase of common stock | $ | $ 9,500,000 | $ 6,100,000 | $ 3,700,000 | ||||
Preferred Stock | |||||||
Preferred stock, par value (in USD per share) | $ / shares | 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock dividends | $ | $ 4,500,000 | $ 9,100,000 | $ 9,100,000 | ||||
Preferred stock, shares outstanding | 0 | 0 | 1,725,000 | ||||
Stock Incentive Plans: | |||||||
Number of shares authorized for grant under share incentive plan (in shares) | 3,200,000 | ||||||
Weighted average period | 10 months 24 days | ||||||
Compensation cost not yet recognized | $ | $ 35,400,000 | ||||||
Stock Repurchased To Cover Employee Tax Withholdings | |||||||
Common Stock: | |||||||
Repurchase of common stock, shares | 135,872 | 83,000 | |||||
Repurchase of common stock | $ | $ 9,500,000 | $ 6,100,000 | |||||
Stock Options | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 4 years | ||||||
Options term | 10 years | ||||||
Stock Options | |||||||
Stock Incentive Plans: | |||||||
Number of anti-dilutive options (in shares) | 417,368 | 0 | 0 | ||||
Employees | Restricted Stock | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 4 years | ||||||
Common Stock | |||||||
Preferred Stock | |||||||
Conversion of preferred stock (in shares) | 2,188,024 | 941,294 | |||||
Mandatory Convertible Preferred Stock | |||||||
Preferred Stock | |||||||
Conversion of preferred stock (in shares) | 1,206,121 | 518,879 | |||||
Issuance of stock, price per share, declared (in dollars per share) | $ / shares | $ 100 | ||||||
Preferred stock, number of dividends declared | dividend | 2 | 4 | 4 | ||||
Preferred stock, dividends per share, declared (in dollars per share) | $ / shares | $ 1.3125 | ||||||
Preferred stock dividends | $ | $ 2,300,000 | ||||||
Merger of AmSurg and Envision into New Amethyst | Common Stock | |||||||
Common Stock: | |||||||
Stock exchange ratio | 1 | ||||||
Merger of AmSurg and Envision into New Amethyst | Mandatory Convertible Preferred Stock | |||||||
Preferred Stock | |||||||
Dividend rate | 5.25% | ||||||
Merger with Envision Healthcare Holdings, Inc | |||||||
Common Stock: | |||||||
Stock exchange ratio | 0.334 | ||||||
Merger with Envision Healthcare Holdings, Inc | Common Stock | |||||||
Common Stock: | |||||||
Stock issued during period, shares, acquisitions (shares) | 62,582,161 | ||||||
Merger with Envision Healthcare Holdings, Inc | Mandatory Convertible Preferred Stock | |||||||
Common Stock: | |||||||
Stock exchange ratio | 1 | ||||||
Preferred Stock | |||||||
Dividend rate | 5.25% | ||||||
Sheridan Healthcare | Mandatory Convertible Preferred Stock | |||||||
Preferred Stock | |||||||
Issuance of stock (in shares) | 1,725,000 | ||||||
Minimum | Employees | Restricted Stock | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 3 years | ||||||
Maximum | Employees | Restricted Stock | |||||||
Stock Incentive Plans: | |||||||
Number of installments in restricted stock granted | installment | 3 | ||||||
Market-based Performance Shares | |||||||
Stock Incentive Plans: | |||||||
Shares converted, number of shares | 191,927 | ||||||
Shares converted, weighted average grant date fair value (usd per share) | $ / shares | $ 62.69 | ||||||
Shares outstanding (in shares) | 195,755 | ||||||
AmSurg Corp. 2014 Equity and Inventive Plan | |||||||
Stock Incentive Plans: | |||||||
Shares available for future grants/issuance under stock incentive plan (in shares) | 1,791,823 | ||||||
AmSurg Corp. 2014 Equity and Inventive Plan | Minimum | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 1 year | ||||||
Two Thousand Seventeen Long Term Incentive Plan | Market-based Performance Shares | |||||||
Stock Incentive Plans: | |||||||
Shares granted, number of shares | 58,022 | ||||||
Shares granted, weighted average grant price (usd per share) | $ / shares | $ 57.47 | ||||||
Two Thousand Seventeen Long Term Incentive Plan | Market-based Performance Shares | Minimum | |||||||
Stock Incentive Plans: | |||||||
Target performance, percent | 0.00% | ||||||
Two Thousand Seventeen Long Term Incentive Plan | Market-based Performance Shares | Maximum | |||||||
Stock Incentive Plans: | |||||||
Target performance, percent | 150.00% | ||||||
Two Thousand Seventeen Long Term Incentive Plan | Performance Shares | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 3 years | ||||||
Shares granted, number of shares | 351,832 | ||||||
Shares outstanding (in shares) | 310,151 | ||||||
Omnibus Incentive Plan 2013 | |||||||
Stock Incentive Plans: | |||||||
Number of shares authorized for grant under share incentive plan (in shares) | 5,580,568 | ||||||
Shares available for future grants/issuance under stock incentive plan (in shares) | 4,014,824 | ||||||
Omnibus Incentive Plan 2013 | Minimum | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 1 year | ||||||
Omnibus Incentive Plan 2013 | Minimum | Stock Options | |||||||
Stock Incentive Plans: | |||||||
Options term | 1 year | ||||||
Omnibus Incentive Plan 2013 | Maximum | |||||||
Stock Incentive Plans: | |||||||
Award vesting period | 3 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule Of Changes In Non-Vested Restricted Shares (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Awards | |||
Non-vested shares at beginning of period, Number of Shares | 1,240,526 | 734,101 | 668,109 |
Shares converted, Number of Shares | 145,118 | ||
Shares granted, Number of Shares | 727,364 | 662,146 | 313,498 |
Shares vested, Number of Shares | (438,866) | (282,597) | (233,831) |
Shares forfeited, Number of Shares | (118,563) | (18,242) | (13,675) |
Non-vested shares at end of period, Number of Shares | 1,410,461 | 1,240,526 | 734,101 |
Weighted Average Grant Price | |||
Non-vested shares at beginning of period, Weighted Average Grant Price (usd per share) | $ 63.09 | $ 44.73 | $ 33.51 |
Shares converted, Weighted Average Grant Price (usd per share) | 68.12 | ||
Shares granted, Weighted Average Grant Price (usd per share) | 63.05 | 72.78 | 56.19 |
Shares vested, Weighted Average Grant Price (usd per share) | 55 | 40.75 | 28.19 |
Shares forfeited, Weighted Average Grant Price (usd per share) | 63.94 | 61.97 | 42.15 |
Non-vested shares at end of period, Weighted Average Grant Price (usd per share) | $ 65.52 | $ 63.09 | $ 44.73 |
Stockholders' Equity - Sched104
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 3,511,114 | 33,751 | 158,721 | |
Options exercised (in shares) | (523,181) | (40,408) | (113,220) | |
Options canceled (in shares) | (162,151) | (11,750) | ||
Options converted at merger date (in shares) | 3,525,027 | |||
Options terminated (in shares) | (7,256) | |||
Options granted (in shares) | 239 | |||
Outstanding at end of period (in shares) | 2,826,021 | 3,511,114 | 33,751 | 158,721 |
Weighted Average Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ 20.81 | $ 22.98 | $ 22.89 | |
Options exercised (in dollars per share) | 12.75 | 18.39 | 22.81 | |
Options canceled (in dollars per share) | 66.24 | 23.42 | ||
Options converted at merger date (in dollars per share) | 20.80 | |||
Options terminated (in dollars per share) | 27.49 | |||
Options granted (in dollars per share) | 55.98 | |||
Outstanding at end of period (in dollars per share) | $ 19.70 | $ 20.81 | $ 22.98 | $ 22.89 |
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 3 months 20 days | 5 years 1 month | 1 year 1 month | 1 year 8 months 15 days |
Options converted in Period, Weighted Average Remaining Contractual Term (in years) | 5 years 2 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||
Vested and Exercisable at end of period (in shares) | 2,597,344 | |||
Vested and Exercisable at end of period (in dollars per share) | $ 15.41 | |||
Vested and exercisable at end of period | 3 years 10 months 29 days | |||
Total intrinsic value with options exercised | $ 21.2 | $ 1.6 | $ 4.9 | |
Outstanding, intrinsic value | 56.4 | |||
Vested and Exercisable, aggregate intrinsic value | $ 56.4 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used in Valuation (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected term of options in years | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected term of options in years | 5 years |
Stockholders' Equity - Share-Ba
Stockholders' Equity - Share-Based Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Share-based compensation expense from continuing operations | $ 40.9 | $ 28.6 | $ 15 |
Fair value of shares vested | 33.1 | 20.7 | 13.2 |
Cash received from option exercises | 5.4 | 0.7 | 2.6 |
Tax expense (benefit) from share based awards | $ 2 | $ (3.9) | $ (4) |
Stockholders' Equity - Earnings
Stockholders' Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings (Loss) (Numerator) | |||||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) | $ 137.8 | $ 40.7 | $ 50.2 | $ 30.7 | $ (141.8) | $ 37.7 | $ 43.8 | $ 28.6 | $ 259.4 | $ (31.7) | $ 154.9 |
Preferred stock dividends | 9.1 | ||||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common shareholders (basic) | $ 259.4 | $ 164 | |||||||||
Shares (in thousands) (Denominator) | |||||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) (in shares) | 118,397 | 59,002 | 48,058 | ||||||||
Effect of dilutive securities, options and non-vested shares (in shares) | 2,546 | 3,554 | |||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) (in shares) | 120,943 | 59,002 | 51,612 | ||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) (in shares) | 59,002 | ||||||||||
Per Share Amount | |||||||||||
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic) (in USD per share) | $ 1.15 | $ 0.34 | $ 0.43 | $ 0.26 | $ (1.90) | $ 0.70 | $ 0.82 | $ 0.53 | $ 2.19 | $ (0.54) | $ 3.22 |
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (diluted) (in USD per share) | $ 1.13 | $ 0.33 | $ 0.42 | $ 0.26 | $ (1.90) | $ 0.69 | $ 0.80 | $ 0.53 | $ 2.14 | (0.54) | $ 3.18 |
Net earnings from continuing operations attributable to Envision Healthcare Corporation common stockholders (basic and diluted) (in USD per share) | $ (0.54) |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | Dec. 01, 2016segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) |
Segment Reporting Information [Line Items] | |||||||||||||
Number of reportable segments | segment | 3 | 2 | 3 | ||||||||||
Number of operating segments | segment | 2 | 3 | |||||||||||
Net revenue | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | $ 7,819.3 | $ 3,497.9 | $ 2,566.9 | ||
Adjusted EBITDA | 909 | 606.4 | 492.3 | ||||||||||
Net earnings attributable to noncontrolling interests | 202 | 224.1 | 218.2 | ||||||||||
Interest expense, net | (231.1) | (142.4) | (121.5) | ||||||||||
Depreciation and amortization | (288.9) | (137.6) | (97.5) | ||||||||||
Depreciation and amortization | (40.9) | (28.6) | (15) | ||||||||||
Net change in fair value of contingent consideration | (0.1) | 2.6 | (8.8) | ||||||||||
Transaction and integration costs | (88.7) | (76.3) | (8.4) | ||||||||||
Debt extinguishment costs | 0 | (30.3) | 0 | ||||||||||
Impairment charges | (500.3) | (221.3) | 0 | ||||||||||
Net gain (loss) on disposals and deconsolidations | 9.7 | 5.7 | 36.7 | ||||||||||
Net change in deferred taxes due to tax reform attributable to noncontrolling interests | (1.6) | 0 | 0 | ||||||||||
Purchase accounting adjustments | 0 | (4.1) | 0 | ||||||||||
Earnings (loss) from continuing operations before income taxes | (393.6) | $ 118.5 | $ 139.6 | $ 104.6 | (169) | $ 125.2 | $ 136.5 | $ 105.5 | (30.9) | 198.2 | 496 | ||
Acquisition and Capital Expenditures | 746.7 | 483.8 | 1,023 | ||||||||||
Assets | $ 16,708.9 | 16,572.6 | 16,708.9 | 16,572.6 | 16,708.9 | ||||||||
Physician Services | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net revenue | 6,542.4 | 2,229.7 | 1,336.8 | ||||||||||
Adjusted EBITDA | 655.5 | 366.3 | 266.2 | ||||||||||
Acquisition and Capital Expenditures | 664.9 | 406.4 | 854.4 | ||||||||||
Assets | 10,978.5 | 10,975.6 | 10,978.5 | 10,975.6 | 10,978.5 | ||||||||
Ambulatory Services | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net revenue | 1,276.9 | 1,268.2 | 1,230.1 | ||||||||||
Adjusted EBITDA | 253.5 | 240.1 | 226.1 | ||||||||||
Acquisition and Capital Expenditures | 81.8 | 77.4 | $ 168.6 | ||||||||||
Assets | 2,690.9 | 2,845.2 | 2,690.9 | 2,845.2 | 2,690.9 | ||||||||
Discontinued Operations, Held-for-sale | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Assets | $ 3,039.5 | $ 2,751.8 | $ 3,039.5 | 2,751.8 | $ 3,039.5 | ||||||||
Adjustment | Physician Services | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Adjusted EBITDA | 26.3 | ||||||||||||
Adjustment | Ambulatory Services | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Adjusted EBITDA | 7.8 | ||||||||||||
Medical Transportation Segment | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating costs and expenses | $ 58.1 |
Financial Information for th109
Financial Information for the Company and Its Subsidiaries - Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 312.2 | $ 316.9 | $ 106.7 | $ 208.1 |
Insurance collateral | 86.2 | 87 | ||
Accounts receivable, net | 1,405.8 | 1,297.8 | ||
Supplies inventory | 22.7 | 23.4 | ||
Prepaid and other current assets | 165.6 | 135.1 | ||
Current assets held for sale | 2,751.8 | 551.1 | ||
Total current assets | 4,744.3 | 2,411.3 | ||
Property and equipment, net | 302.7 | 300.8 | ||
Investments in and advances to affiliates | 156.7 | 114.7 | ||
Intercompany receivable | 0 | 0 | ||
Goodwill | 7,536.1 | 7,584 | 3,970.2 | |
Intangible assets, net | 3,665.5 | 3,675.5 | ||
Other assets | 167.3 | 134.2 | ||
Noncurrent assets held for sale | 0 | 2,488.4 | ||
Total assets | 16,572.6 | 16,708.9 | ||
Current liabilities: | ||||
Current portion of long-term debt | 52.1 | 46.6 | ||
Accounts payable | 62.2 | 69.9 | ||
Accrued salaries and benefits | 548 | 483.8 | ||
Accrued interest | 52.1 | 51.4 | ||
Other accrued liabilities | 281.6 | 253.2 | ||
Current liabilities held for sale | 399.1 | 249.4 | ||
Total current liabilities | 1,395.1 | 1,154.3 | ||
Long-term debt | 6,263.3 | 5,790.2 | ||
Deferred income taxes | 1,089.3 | 1,343.7 | ||
Insurance reserves | 318.5 | 278.9 | ||
Other long-term liabilities | 149.9 | 102.4 | ||
Noncurrent liabilities held for sale | 0 | 468.6 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 187.1 | 182.9 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 6,527.1 | 6,731.1 | ||
Noncontrolling interests – non-redeemable | 642.3 | 656.8 | ||
Total equity | 7,169.4 | 7,387.9 | ||
Total liabilities and equity | 16,572.6 | 16,708.9 | ||
Consolidating Adjustments | ||||
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 | (0.4) | (1) | ||
Current assets held for sale | 0 | 0 | ||
Total current assets | (0.4) | (1) | ||
Property and equipment, net | 0 | 0 | ||
Investments in and advances to affiliates | (12,529.1) | (13,426.1) | ||
Intercompany receivable | (3,152.6) | (2,616.1) | ||
Goodwill | 5,992.8 | 6,003.4 | ||
Intangible assets, net | 0 | 0 | ||
Other assets | 0 | (10.7) | ||
Noncurrent assets held for sale | 0 | |||
Total assets | (9,689.3) | (10,050.5) | ||
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 | (0.4) | (1) | ||
Current liabilities held for sale | 0 | 0 | ||
Total current liabilities | (0.4) | (1) | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Insurance reserves | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Noncurrent liabilities held for sale | 0 | |||
Intercompany payable | (3,152.6) | (2,616.1) | ||
Noncontrolling interests – redeemable | 111.8 | 112.4 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | (7,141.5) | (7,997.2) | ||
Noncontrolling interests – non-redeemable | 493.4 | 451.4 | ||
Total equity | (6,648.1) | (7,545.8) | ||
Total liabilities and equity | (9,689.3) | (10,050.5) | ||
Parent Issuer | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 110 | 41.6 | 20.4 | 134.4 |
Insurance collateral | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | 7.5 | 21.2 | ||
Current assets held for sale | 0 | 0 | ||
Total current assets | 117.5 | 62.8 | ||
Property and equipment, net | 10.8 | 11.6 | ||
Investments in and advances to affiliates | 10,713.9 | 11,289.9 | ||
Intercompany receivable | 2,924.9 | 2,324.9 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 12.9 | 12.8 | ||
Other assets | 50 | 31.3 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 13,830 | 13,733.3 | ||
Current liabilities: | ||||
Current portion of long-term debt | 40 | 35 | ||
Accounts payable | 2 | 5 | ||
Accrued salaries and benefits | 5.5 | 13.4 | ||
Accrued interest | 52.1 | 51.4 | ||
Other accrued liabilities | 3.1 | 3.9 | ||
Current liabilities held for sale | 0 | 0 | ||
Total current liabilities | 102.7 | 108.7 | ||
Long-term debt | 6,218.7 | 5,749 | ||
Deferred income taxes | 940 | 1,109.9 | ||
Insurance reserves | 6 | 4.2 | ||
Other long-term liabilities | 35.5 | 30.4 | ||
Noncurrent liabilities held for sale | 0 | |||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 6,527.1 | 6,731.1 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 6,527.1 | 6,731.1 | ||
Total liabilities and equity | 13,830 | 13,733.3 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 10.2 | 45 | 24.5 | 20.8 |
Insurance collateral | 0 | 0.8 | ||
Accounts receivable, net | 275.1 | 282.2 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | 75.8 | 58.3 | ||
Current assets held for sale | 2,751.8 | 551.1 | ||
Total current assets | 3,112.9 | 937.4 | ||
Property and equipment, net | 103.2 | 96.5 | ||
Investments in and advances to affiliates | 1,971.9 | 2,250.9 | ||
Intercompany receivable | 227.7 | 291.2 | ||
Goodwill | 1,543.3 | 1,580.6 | ||
Intangible assets, net | 1,256.1 | 1,276.4 | ||
Other assets | 43.6 | 54.2 | ||
Noncurrent assets held for sale | 2,488.4 | |||
Total assets | 8,258.7 | 8,975.6 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0.1 | 0.6 | ||
Accounts payable | 23.1 | 34.1 | ||
Accrued salaries and benefits | 218.1 | 186.1 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 162.5 | 147.4 | ||
Current liabilities held for sale | 399.1 | 249.4 | ||
Total current liabilities | 802.9 | 617.6 | ||
Long-term debt | 0.3 | 0.3 | ||
Deferred income taxes | 0 | 0 | ||
Insurance reserves | 106.3 | 127.6 | ||
Other long-term liabilities | 78.5 | 33.1 | ||
Noncurrent liabilities held for sale | 468.6 | |||
Intercompany payable | 2,673.6 | 2,290.1 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 4,597.1 | 5,438.3 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 4,597.1 | 5,438.3 | ||
Total liabilities and equity | 8,258.7 | 8,975.6 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 192 | 230.3 | $ 61.8 | $ 52.9 |
Insurance collateral | 86.2 | 86.2 | ||
Accounts receivable, net | 1,130.7 | 1,015.6 | ||
Supplies inventory | 22.7 | 23.4 | ||
Prepaid and other current assets | 82.7 | 56.6 | ||
Current assets held for sale | 0 | 0 | ||
Total current assets | 1,514.3 | 1,412.1 | ||
Property and equipment, net | 188.7 | 192.7 | ||
Investments in and advances to affiliates | 0 | 0 | ||
Intercompany receivable | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 2,396.5 | 2,386.3 | ||
Other assets | 73.7 | 59.4 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 4,173.2 | 4,050.5 | ||
Current liabilities: | ||||
Current portion of long-term debt | 12 | 11 | ||
Accounts payable | 37.1 | 30.8 | ||
Accrued salaries and benefits | 324.4 | 284.3 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 116.4 | 102.9 | ||
Current liabilities held for sale | 0 | 0 | ||
Total current liabilities | 489.9 | 429 | ||
Long-term debt | 44.3 | 40.9 | ||
Deferred income taxes | 149.3 | 233.8 | ||
Insurance reserves | 206.2 | 147.1 | ||
Other long-term liabilities | 35.9 | 38.9 | ||
Noncurrent liabilities held for sale | 0 | |||
Intercompany payable | 479 | 326 | ||
Noncontrolling interests – redeemable | 75.3 | 70.5 | ||
Equity: | ||||
Total Envision Healthcare Corporation equity | 2,544.4 | 2,558.9 | ||
Noncontrolling interests – non-redeemable | 148.9 | 205.4 | ||
Total equity | 2,693.3 | 2,764.3 | ||
Total liabilities and equity | $ 4,173.2 | $ 4,050.5 |
Financial Information for th110
Financial Information for the Company and Its Subsidiaries - Income Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | $ 7,819.3 | $ 3,497.9 | $ 2,566.9 |
Operating expenses: | |||||||||||
Salaries and benefits | 5,627.4 | 2,060.6 | 1,344.4 | ||||||||
Supply cost | 222.7 | 198.4 | 184.3 | ||||||||
Insurance expense | 144.2 | 45.5 | 31.2 | ||||||||
Other operating expenses | 777.7 | 417.7 | 336.5 | ||||||||
Transaction and integration costs | 88.7 | 76.3 | 8.4 | ||||||||
Impairment charges | 500.3 | 221.3 | 0 | ||||||||
Depreciation and amortization | 288.9 | 137.6 | 97.5 | ||||||||
Total operating expenses | 7,649.9 | 3,157.4 | 2,002.3 | ||||||||
Net gain (loss) on disposals and deconsolidations | (2.4) | 5.7 | 36.7 | ||||||||
Equity in earnings of affiliates | 22.2 | 23.7 | 16.2 | ||||||||
Operating income | 189.2 | 369.9 | 617.5 | ||||||||
Interest expense, net | 231.1 | 142.4 | 121.5 | ||||||||
Debt extinguishment costs | 0 | 30.3 | 0 | ||||||||
Other income, net | 11 | 1 | 0 | ||||||||
Earnings (loss) from continuing operations before income taxes | (393.6) | 118.5 | 139.6 | 104.6 | (169) | 125.2 | 136.5 | 105.5 | (30.9) | 198.2 | 496 |
Income tax expense (benefit) | (496.8) | (3.3) | 113.8 | ||||||||
Net earnings from continuing operations | 183.4 | 91.4 | 104 | 87.1 | (81.9) | 95.6 | 103.1 | 84.7 | 465.9 | 201.5 | 382.2 |
Net earnings (loss) from discontinued operations | (5.2) | (12.4) | 3.9 | (478.2) | 4 | 0 | 0 | 0 | (491.9) | 4 | (1) |
Net earnings (loss) | 178.2 | 79 | 107.9 | (391.1) | (77.9) | 95.6 | 103.1 | 84.7 | (26) | 205.5 | 381.2 |
Net earnings attributable to noncontrolling interests | 202 | 224.1 | 218.2 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (228) | (18.6) | 163 | ||||||||
Preferred stock dividends | (4.5) | (9.1) | (9.1) | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | 132.6 | 28.3 | 54.1 | (447.5) | (137.8) | 37.7 | 43.8 | 28.6 | (232.5) | (27.7) | 153.9 |
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 137.8 | 40.7 | 50.2 | 30.7 | (141.8) | 37.7 | 43.8 | 28.6 | 259.4 | (31.7) | 154.9 |
Earnings (loss) from discontinued operations, net of income tax | $ (5.2) | $ (12.4) | $ 3.9 | $ (478.2) | $ 4 | $ 0 | $ 0 | $ 0 | (491.9) | 4 | (1) |
Comprehensive income attributable to Envision Healthcare Corporation | (232) | (18.8) | 163 | ||||||||
Consolidating Adjustments | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | (147.5) | (50.4) | (78.7) | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | (0.6) | (6.3) | (0.5) | ||||||||
Supply cost | (0.1) | 0 | (0.1) | ||||||||
Insurance expense | (112.6) | (1.9) | 0 | ||||||||
Other operating expenses | (34.2) | (42.2) | (78.1) | ||||||||
Transaction and integration costs | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating expenses | (147.5) | (50.4) | (78.7) | ||||||||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | (736.6) | (389.5) | (617.8) | ||||||||
Operating income | (736.6) | (389.5) | (617.8) | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Other income, net | 0 | 0 | |||||||||
Earnings (loss) from continuing operations before income taxes | (736.6) | (389.5) | (617.8) | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Net earnings from continuing operations | (736.6) | (389.5) | (617.8) | ||||||||
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | ||||||||
Net earnings (loss) | (736.6) | (389.5) | (617.8) | ||||||||
Net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (736.6) | (389.5) | (617.8) | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | (736.6) | (389.5) | (617.8) | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | (736.6) | (389.5) | (617.8) | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 0 | 0 | 0 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | (736.6) | (389.5) | (617.8) | ||||||||
Parent Issuer | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 31.1 | 30.8 | 28.6 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 77.9 | 90.3 | 69.1 | ||||||||
Supply cost | 0 | 0 | 0 | ||||||||
Insurance expense | 2 | 2.6 | 1 | ||||||||
Other operating expenses | 28.5 | 21.5 | 23.6 | ||||||||
Transaction and integration costs | 8.9 | 27.2 | 1.8 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Depreciation and amortization | 6 | 4.5 | 3.9 | ||||||||
Total operating expenses | 123.3 | 146.1 | 99.4 | ||||||||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | (311.2) | 114 | 312.7 | ||||||||
Operating income | (403.4) | (1.3) | 241.9 | ||||||||
Interest expense, net | 27.3 | (8.5) | 41.1 | ||||||||
Debt extinguishment costs | 30.3 | ||||||||||
Other income, net | 10.5 | 1 | |||||||||
Earnings (loss) from continuing operations before income taxes | (420.2) | (22.1) | 200.8 | ||||||||
Income tax expense (benefit) | (192.2) | (3.5) | 36.8 | ||||||||
Net earnings from continuing operations | (228) | (18.6) | 164 | ||||||||
Net earnings (loss) from discontinued operations | 0 | 0 | (1) | ||||||||
Net earnings (loss) | (228) | (18.6) | 163 | ||||||||
Net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (228) | (18.6) | 163 | ||||||||
Preferred stock dividends | (4.5) | (9.1) | (9.1) | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | (232.5) | (27.7) | 153.9 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | (232.5) | (27.7) | 154.9 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 0 | 0 | (1) | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | (228) | (18.6) | 163 | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 1,768.9 | 1,207.8 | 817.1 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 1,609.7 | 927 | 600.1 | ||||||||
Supply cost | 5.1 | 3.9 | 1.6 | ||||||||
Insurance expense | 8.8 | 13.8 | 16.6 | ||||||||
Other operating expenses | 117 | 12.3 | 73.9 | ||||||||
Transaction and integration costs | 78.7 | 49 | 6.6 | ||||||||
Impairment charges | 500.3 | 221.3 | |||||||||
Depreciation and amortization | 212.8 | 75.2 | 42 | ||||||||
Total operating expenses | 2,532.4 | 1,302.5 | 740.8 | ||||||||
Net gain (loss) on disposals and deconsolidations | 25.7 | 6.6 | 37.3 | ||||||||
Equity in earnings of affiliates | 1,070 | 299.2 | 321.3 | ||||||||
Operating income | 332.2 | 211.1 | 434.9 | ||||||||
Interest expense, net | 159.3 | 112.7 | 66.9 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Other income, net | (15.2) | 0 | |||||||||
Earnings (loss) from continuing operations before income taxes | 157.7 | 98.4 | 368 | ||||||||
Income tax expense (benefit) | (23) | (12.7) | 55.3 | ||||||||
Net earnings from continuing operations | 180.7 | 111.1 | 312.7 | ||||||||
Net earnings (loss) from discontinued operations | (491.9) | 4 | 0 | ||||||||
Net earnings (loss) | (311.2) | 115.1 | 312.7 | ||||||||
Net earnings attributable to noncontrolling interests | 0 | 1.1 | 0 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | (311.2) | 114 | 312.7 | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | (311.2) | 114 | 312.7 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 180.7 | 110 | 312.7 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | (491.9) | 4 | 0 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | (315.2) | 113.8 | 312.7 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenue | 6,166.8 | 2,309.7 | 1,799.9 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 3,940.4 | 1,049.6 | 675.7 | ||||||||
Supply cost | 217.7 | 194.5 | 182.8 | ||||||||
Insurance expense | 246 | 31 | 13.6 | ||||||||
Other operating expenses | 666.4 | 426.1 | 317.1 | ||||||||
Transaction and integration costs | 1.1 | 0.1 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Depreciation and amortization | 70.1 | 57.9 | 51.6 | ||||||||
Total operating expenses | 5,141.7 | 1,759.2 | 1,240.8 | ||||||||
Net gain (loss) on disposals and deconsolidations | (28.1) | (0.9) | (0.6) | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Operating income | 997 | 549.6 | 558.5 | ||||||||
Interest expense, net | 44.5 | 38.2 | 13.5 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Other income, net | 15.7 | 0 | |||||||||
Earnings (loss) from continuing operations before income taxes | 968.2 | 511.4 | 545 | ||||||||
Income tax expense (benefit) | (281.6) | 12.9 | 21.7 | ||||||||
Net earnings from continuing operations | 1,249.8 | 498.5 | 523.3 | ||||||||
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | ||||||||
Net earnings (loss) | 1,249.8 | 498.5 | 523.3 | ||||||||
Net earnings attributable to noncontrolling interests | 202 | 223 | 218.2 | ||||||||
Net earnings (loss) attributable to Envision Healthcare Corporation stockholders | 1,047.8 | 275.5 | 305.1 | ||||||||
Preferred stock dividends | 0 | 0 | 0 | ||||||||
Net earnings attributable to Envision Healthcare Corporation stockholders | 1,047.8 | 275.5 | 305.1 | ||||||||
Amounts attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Earnings (loss) from continuing operations, net of income tax | 1,047.8 | 275.5 | 305.1 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 0 | 0 | 0 | ||||||||
Comprehensive income attributable to Envision Healthcare Corporation | $ 1,047.8 | $ 275.5 | $ 305.1 |
Financial Information for th111
Financial Information for the Company and Its Subsidiaries - Cash Flow Statements (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||
Net cash flows provided by operating activities | $ 797.4 | $ 419.8 | $ 538 | |
Cash flows from investing activities: | ||||
Acquisitions and related transactions | (757.8) | (394.3) | (962.7) | |
Acquisition of property and equipment | (208.9) | (99.5) | (60.3) | |
Increase in cash due to merger | 0 | 165.8 | 0 | |
Increase in cash due to consolidation of previously unconsolidated affiliates | 0 | 31.4 | 0 | |
Purchases of marketable securities | (24.5) | (1.6) | (3.9) | |
Maturities of marketable securities | 15 | 3.8 | 4.2 | |
Other | (5.9) | (9.3) | 5.9 | |
Net cash flows used in investing activities | (982.1) | (303.7) | (1,016.8) | |
Cash flows from financing activities: | ||||
Proceeds from long-term borrowings | 801.9 | 4,509.2 | 560.1 | |
Repayment on long-term borrowings | (341.7) | (4,062.1) | (392.6) | |
Distributions to owners, including noncontrolling interests | (229.8) | (227.9) | (214.9) | |
Capital contributions | 0 | 0 | 0 | |
Proceeds from common stock offering | 0 | 0 | 466.8 | |
Payments of equity issuance costs | 0 | 0 | (19.1) | |
Financing costs incurred | (3.5) | (103.4) | (1.1) | |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 | |
Other financing activities, net | (21.6) | (7) | (21.8) | |
Net cash flows provided by financing activities | 205.3 | 108.8 | 377.4 | |
Net increase (decrease) in cash and cash equivalents | 20.6 | 224.9 | (101.4) | |
Cash and cash equivalents, beginning of period | 316.9 | 106.7 | 208.1 | |
Less cash and cash equivalents of held for sale assets, end of period | 40 | 14.7 | 0 | |
Cash and cash equivalents, end of period | 312.2 | 316.9 | 106.7 | |
Cash and cash equivalents, beginning of period | 331.6 | 106.7 | $ 208.1 | |
Consolidating Adjustments | ||||
Cash flows from operating activities: | ||||
Net cash flows provided by operating activities | (451.6) | (468.1) | (346.2) | |
Cash flows from investing activities: | ||||
Acquisitions and related transactions | 428.3 | 392.4 | 764.3 | |
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 | 428.3 | 392.4 | 764.3 | |
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 | 451.6 | 468 | 346.2 | |
Capital contributions | (427.5) | (388.5) | (757.8) | |
Proceeds from common stock offering | 0 | |||
Payments of equity issuance costs | 0 | |||
Financing costs incurred | 0 | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 | |
Other financing activities, net | (0.8) | (3.8) | (6.5) | |
Net cash flows provided by financing activities | 23.3 | 75.7 | (418.1) | |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 | |
Less cash and cash equivalents of held for sale assets, end of period | 0 | 0 | ||
Cash and cash equivalents, end of period | 0 | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | |||
Parent Issuer | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net cash flows provided by operating activities | 46.3 | 80.7 | 40.4 | |
Cash flows from investing activities: | ||||
Acquisitions and related transactions | (427.5) | (388.5) | (757.8) | |
Acquisition of property and equipment | (3.9) | (1.4) | (5.9) | |
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 | 0 | |
Net cash flows used in investing activities | (431.4) | (389.9) | (763.7) | |
Cash flows from financing activities: | ||||
Proceeds from long-term borrowings | 789 | 4,500 | 546 | |
Repayment on long-term borrowings | (328) | (4,045.6) | (379.7) | |
Distributions to owners, including noncontrolling interests | 0 | 0 | 0 | |
Capital contributions | 0 | 0 | 0 | |
Proceeds from common stock offering | 466.8 | |||
Payments of equity issuance costs | (19.1) | |||
Financing costs incurred | (3.5) | (103.4) | (1.1) | |
Changes in intercompany balances with affiliates, net | 3.2 | (11.4) | 5 | |
Other financing activities, net | (7.2) | (9.2) | (8.6) | |
Net cash flows provided by financing activities | 453.5 | 330.4 | 609.3 | |
Net increase (decrease) in cash and cash equivalents | 68.4 | 21.2 | (114) | |
Cash and cash equivalents, beginning of period | 41.6 | 20.4 | 134.4 | |
Less cash and cash equivalents of held for sale assets, end of period | 0 | 0 | ||
Cash and cash equivalents, end of period | 110 | 41.6 | 20.4 | |
Cash and cash equivalents, beginning of period | 41.6 | |||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net cash flows provided by operating activities | 532.5 | 240 | 353.6 | |
Cash flows from investing activities: | ||||
Acquisitions and related transactions | (758.6) | (398.2) | (969.2) | |
Acquisition of property and equipment | (166.4) | (60.8) | (23) | |
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 | (39.1) | (17.4) | 4.2 | |
Net cash flows used in investing activities | (964.1) | (426) | (988) | |
Cash flows from financing activities: | ||||
Proceeds from long-term borrowings | 0 | 0 | 0 | |
Repayment on long-term borrowings | (1.5) | (0.1) | 0 | |
Distributions to owners, including noncontrolling interests | (190.9) | (215) | (109.9) | |
Capital contributions | 427.5 | 388.5 | 757.8 | |
Proceeds from common stock offering | 0 | |||
Payments of equity issuance costs | 0 | |||
Financing costs incurred | 0 | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 203.5 | 45 | 0 | |
Other financing activities, net | (16.5) | 2.8 | (9.8) | |
Net cash flows provided by financing activities | 422.1 | 221.2 | 638.1 | |
Net increase (decrease) in cash and cash equivalents | (9.5) | 35.2 | 3.7 | |
Cash and cash equivalents, beginning of period | 45 | 24.5 | 20.8 | |
Less cash and cash equivalents of held for sale assets, end of period | 40 | 14.7 | ||
Cash and cash equivalents, end of period | 10.2 | 45 | 24.5 | |
Cash and cash equivalents, beginning of period | 59.7 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net cash flows provided by operating activities | 670.2 | 567.2 | 490.2 | |
Cash flows from investing activities: | ||||
Acquisitions and related transactions | 0 | 0 | 0 | |
Acquisition of property and equipment | (38.6) | (37.3) | (31.4) | |
Increase in cash due to merger | 115.4 | |||
Increase in cash due to consolidation of previously unconsolidated affiliates | 31.4 | |||
Purchases of marketable securities | (24.5) | (1.6) | (3.9) | |
Maturities of marketable securities | 15 | 3.8 | 4.2 | |
Other | 33.2 | 8.1 | 1.7 | |
Net cash flows used in investing activities | (14.9) | 119.8 | (29.4) | |
Cash flows from financing activities: | ||||
Proceeds from long-term borrowings | 12.9 | 9.2 | 14.1 | |
Repayment on long-term borrowings | (12.2) | (16.4) | (12.9) | |
Distributions to owners, including noncontrolling interests | (490.5) | (480.9) | (451.2) | |
Capital contributions | 0 | 0 | 0 | |
Proceeds from common stock offering | 0 | |||
Payments of equity issuance costs | 0 | |||
Financing costs incurred | 0 | 0 | 0 | |
Changes in intercompany balances with affiliates, net | (206.7) | (33.6) | (5) | |
Other financing activities, net | 2.9 | 3.2 | 3.1 | |
Net cash flows provided by financing activities | (693.6) | (518.5) | (451.9) | |
Net increase (decrease) in cash and cash equivalents | (38.3) | 168.5 | 8.9 | |
Cash and cash equivalents, beginning of period | 230.3 | 61.8 | 52.9 | |
Less cash and cash equivalents of held for sale assets, end of period | 0 | 0 | ||
Cash and cash equivalents, end of period | $ 192 | 230.3 | $ 61.8 | |
Cash and cash equivalents, beginning of period | $ 230.3 |
Quarterly Statement of Opera112
Quarterly Statement of Operations Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 2,003 | $ 1,990.7 | $ 1,947 | $ 1,878.6 | $ 1,192.5 | $ 822.2 | $ 758.5 | $ 724.7 | $ 7,819.3 | $ 3,497.9 | $ 2,566.9 |
Earnings (loss) from continuing operations before income taxes | (393.6) | 118.5 | 139.6 | 104.6 | (169) | 125.2 | 136.5 | 105.5 | (30.9) | 198.2 | 496 |
Net earnings (loss) from continuing operations | 183.4 | 91.4 | 104 | 87.1 | (81.9) | 95.6 | 103.1 | 84.7 | 465.9 | 201.5 | 382.2 |
Net earnings (loss) from discontinued operations | (5.2) | (12.4) | 3.9 | (478.2) | 4 | 0 | 0 | 0 | (491.9) | 4 | (1) |
Net earnings (loss) | 178.2 | 79 | 107.9 | (391.1) | (77.9) | 95.6 | 103.1 | 84.7 | (26) | 205.5 | 381.2 |
Net earnings (loss) attributable to Envision Healthcare Corporation common stockholders: | |||||||||||
Continuing | 137.8 | 40.7 | 50.2 | 30.7 | (141.8) | 37.7 | 43.8 | 28.6 | 259.4 | (31.7) | 154.9 |
Discontinued | (5.2) | (12.4) | 3.9 | (478.2) | 4 | 0 | 0 | 0 | (491.9) | 4 | (1) |
Net earnings attributable to Envision Healthcare Corporation stockholders | $ 132.6 | $ 28.3 | $ 54.1 | $ (447.5) | $ (137.8) | $ 37.7 | $ 43.8 | $ 28.6 | $ (232.5) | $ (27.7) | $ 153.9 |
Basic net earnings (loss) from continuing operations per share (in USD per share) | $ 1.15 | $ 0.34 | $ 0.43 | $ 0.26 | $ (1.90) | $ 0.70 | $ 0.82 | $ 0.53 | $ 2.19 | $ (0.54) | $ 3.22 |
Basic net earnings (loss) per share (in USD per share) | 1.10 | 0.24 | 0.46 | (3.84) | (1.84) | 0.70 | 0.82 | 0.53 | (1.96) | (0.47) | 3.20 |
Diluted net earnings (loss) from continuing operations per share (in USD per share) | 1.13 | 0.33 | 0.42 | 0.26 | (1.90) | 0.69 | 0.80 | 0.53 | 2.14 | (0.54) | 3.18 |
Diluted net earnings (loss) per share (in USD per share) | $ 1.08 | $ 0.23 | $ 0.45 | $ (3.84) | $ (1.84) | $ 0.69 | $ 0.80 | $ 0.53 | $ (1.93) | $ (0.47) | $ 3.16 |
Business Acquisition [Line Items] | |||||||||||
Less net deferred financing costs | $ 97.3 | $ 111 | $ 97.3 | $ 111 | |||||||
Debt extinguishment costs | $ 0 | (30.3) | $ 0 | ||||||||
Merger with Envision Healthcare Holdings, Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt and equity issuance costs | 199 | 199 | |||||||||
Less net deferred financing costs | 94.9 | 94.9 | |||||||||
Fees and expenses associated with acquisition | 73.8 | 73.8 | |||||||||
Debt extinguishment costs | $ 30.3 | $ (30.3) |