Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Mednax, Inc. | ||
Entity Central Index Key | 0000893949 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 86,472,585 | ||
Entity Voluntary Filers | No | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | MD | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-12111 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Tax Identification Number | 26-3667538 | ||
Entity Address, Address Line One | 1301 Concord Terrace | ||
Entity Address, City or Town | Sunrise | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33323 | ||
City Area Code | 954 | ||
Local Phone Number | 384-0175 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,894,617,377 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Hallandale Beach, Florida | ||
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 387,391 | $ 1,123,843 |
Short-term investments | 99,715 | 104,870 |
Accounts receivable, net | 301,775 | 241,931 |
Prepaid expenses | 18,538 | 16,898 |
Income taxes receivable | 14,249 | 0 |
Other current assets | 18,896 | 61,806 |
Total current assets | 840,564 | 1,549,348 |
Property and equipment, net | 70,154 | 76,191 |
Goodwill | 1,505,430 | 1,477,968 |
Intangible assets, net | 21,565 | 26,642 |
Operating and finance lease right-of-use assets | 65,461 | 55,972 |
Deferred income tax assets | 88,344 | 54,472 |
Other assets | 131,028 | 107,355 |
Total assets | 2,722,546 | 3,347,948 |
Current liabilities: | ||
Accounts payable and accrued expenses | 394,118 | 423,183 |
Current portion of finance lease liabilities | 2,490 | 2,219 |
Current portion of operating lease liabilities | 19,684 | 18,933 |
Income taxes payable | 11,074 | 0 |
Total current liabilities | 427,366 | 444,335 |
Long-term debt and finance lease liabilities, net | 1,002,258 | 1,742,586 |
Long-term operating lease liabilities | 41,396 | 40,970 |
Long-term professional liabilities | 271,093 | 265,274 |
Deferred income tax liabilities | 41,409 | 61,746 |
Other liabilities | 42,332 | 45,320 |
Total liabilities | 1,825,854 | 2,600,231 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock; $.01 par value; 1,000 shares authorized; none issued | 0 | 0 |
Common stock; $.01 par value; 200,000 shares authorized; 86,423 and 85,593 shares issued and outstanding, respectively | 864 | 856 |
Additional paid-in capital | 1,049,696 | 1,029,453 |
Accumulated other comprehensive income | 1,317 | 3,530 |
Retained deficit | (155,390) | (286,354) |
Total MEDNAX, Inc. shareholders' equity | 896,487 | 747,485 |
Noncontrolling interest | 205 | 232 |
Total equity | 896,692 | 747,717 |
Total liabilities and equity | $ 2,722,546 | $ 3,347,948 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000 | 200,000 |
Common stock, shares issued | 86,423 | 86,423 |
Common stock, shares outstanding | 85,593 | 85,593 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 1,911,191 | $ 1,733,951 | $ 1,779,759 |
Operating expenses: | |||
Practice salaries and benefits | 1,297,477 | 1,193,940 | 1,180,759 |
Practice supplies and other operating expenses | 100,472 | 90,690 | 95,911 |
General and administrative expenses | 263,357 | 248,947 | 244,512 |
Gain on sale of building | (7,280) | ||
Depreciation and amortization | 32,147 | 28,441 | 25,931 |
Transformational and restructuring related expenses | 22,100 | 73,801 | 60,890 |
Total operating expenses | 1,708,273 | 1,635,819 | 1,608,003 |
Income from operations | 202,918 | 98,132 | 171,756 |
Investment and other income | 13,652 | 17,913 | 3,686 |
Interest expense | (68,722) | (110,482) | (118,928) |
Loss on early extinguishment of debt | (14,532) | ||
Equity in earnings of unconsolidated affiliates | 1,912 | 1,585 | 2,270 |
Total non-operating expenses | (67,690) | (90,984) | (112,972) |
Income from continuing operations before income taxes | 135,228 | 7,148 | 58,784 |
Income tax provision | (27,241) | (16,728) | (16,576) |
Income (loss) from continuing operations | 107,987 | (9,580) | 42,208 |
Income (loss) from discontinued operations | 22,950 | (786,908) | (1,539,910) |
Net income (loss) | 130,937 | (796,488) | (1,497,702) |
Net loss attributable to noncontrolling interest | 27 | ||
Net income (loss) attributable to Mednax, Inc. | $ 130,964 | $ (796,488) | $ (1,497,702) |
Income (loss) from continuing operations: | |||
Basic | $ 1.27 | $ (0.11) | $ 0.50 |
Diluted | 1.26 | (0.11) | 0.50 |
Income (loss) from discontinued operations: | |||
Basic | 0.27 | (9.44) | (18.44) |
Diluted | 0.27 | (9.44) | (18.33) |
Net income (loss) attributable to Mednax, Inc.: | |||
Basic | 1.54 | (9.55) | (17.94) |
Diluted | $ 1.53 | $ (9.55) | $ (17.83) |
Weighted average common shares: | |||
Basic | 84,832 | 83,395 | 83,495 |
Diluted | 85,828 | 83,395 | 84,011 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | ||
Balance at Dec. 31, 2018 | $ 3,087,884,000 | $ 878,000 | $ 992,647,000 | $ 2,094,359,000 | ||
Balance, Shares at Dec. 31, 2018 | 87,820 | |||||
Net Income (loss) | (1,497,702,000) | (1,497,702,000) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | ||||||
Unrealized holding gain on investments, net of tax | [1] | 78,000 | 78,000 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 11,947,000 | $ 5,000 | 11,942,000 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 533 | |||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 11,000 | (11,000) | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 1,113 | |||||
Issuance of restricted stock | 1,113 | |||||
Issuance of restricted stock Value | $ 11,000 | (11,000) | ||||
Stock-based compensation expense | 42,758,000 | 42,758,000 | ||||
Stock swaps | (689,000) | (689,000) | ||||
Stock swaps, shares | (20) | |||||
Forfeitures of restricted stock | $ 1,000 | (1,000) | ||||
Forfeitures of restricted stock, shares | (132) | |||||
Repurchased common stock | (145,280,000) | $ (51,000) | (58,706,000) | (86,523,000) | ||
Repurchased common stock, shares | (5,066) | |||||
Balance at Dec. 31, 2019 | 1,498,996,000 | $ 842,000 | 987,942,000 | 510,212,000 | ||
Balance, Shares at Dec. 31, 2019 | 84,248 | |||||
Net Income (loss) | (796,488,000) | (796,488,000) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | ||||||
Contribution from noncontrolling Interests, net of loss | [1] | 232,000 | 232,000 | |||
Unrealized holding gain on investments, net of tax | [1] | 3,452,000 | 3,452,000 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 7,009,000 | $ 5,000 | 7,004,000 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 538 | |||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 15,000 | (15,000) | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 1,450 | |||||
Issuance of restricted stock | 1,450 | |||||
Issuance of restricted stock Value | $ 15,000 | (15,000) | ||||
Stock-based compensation expense | 43,009,000 | 43,009,000 | ||||
Forfeitures of restricted stock | $ 2,000 | (2,000) | ||||
Forfeitures of restricted stock, shares | (173) | |||||
Repurchased common stock | (8,493,000) | $ (4,000) | (8,489,000) | |||
Repurchased common stock, shares | (470) | |||||
Balance at Dec. 31, 2020 | 747,717,000 | $ 856,000 | 1,029,453,000 | (282,592,000) | ||
Balance, Shares at Dec. 31, 2020 | 85,593 | |||||
Net Income (loss) | 130,964,000 | 130,964,000 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 27,000 | 27,000 | [1] | |||
Unrealized holding gain on investments, net of tax | [1] | 2,213,000 | (2,213,000) | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 6,852,000 | $ 3,000 | 6,849,000 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 321 | |||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 7,000 | (7,000) | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 736 | |||||
Issuance of restricted stock | 736 | |||||
Issuance of restricted stock Value | $ 7,000 | (7,000) | ||||
Stock-based compensation expense | 18,118,000 | 18,118,000 | ||||
Forfeitures of restricted stock, shares | (55) | |||||
Repurchased common stock | (4,719,000) | $ (2,000) | (4,717,000) | |||
Repurchased common stock, shares | (172) | |||||
Balance at Dec. 31, 2021 | $ 896,692,000 | $ 864,000 | $ 1,049,696,000 | $ 153,868,000 | ||
Balance, Shares at Dec. 31, 2021 | 86,423 | |||||
[1] | Presented within retained (deficit) earnings as the balance is immaterial. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net Income (loss) | $ 130,964 | $ (796,488) | $ (1,497,702) |
(Income) loss from discontinued operations | (22,950) | 786,908 | 1,539,910 |
Adjustments to reconcile net income to net cash provided from operating activities: | |||
Depreciation and amortization | 32,147 | 28,441 | 25,931 |
Amortization of premiums, discounts and issuance costs | 4,335 | 7,163 | 5,672 |
Loss on early extinguishment of debt | (14,532) | ||
Stock-based compensation expense | 18,968 | 39,042 | 33,410 |
Deferred income taxes | (31,239) | 36,292 | (55,715) |
Gain on sale of building | (7,280) | ||
Other | (2,350) | (198) | 6,553 |
Changes in assets and liabilities: | |||
Accounts receivable | (72,731) | 37,937 | 6,512 |
Prepaid expenses and other current assets | 41,530 | (47,956) | (24,621) |
Other long-term assets | 9,799 | 13,916 | 32,121 |
Accounts payable and accrued expenses | 21,326 | 47,908 | 46,196 |
Income taxes receivable (payable) | (2,285) | (6,931) | (24,120) |
Payment of contingent consideration liabilities | (11) | ||
Long-term professional liabilities | 1,523 | 4,336 | 5,413 |
Other liabilities | (22,518) | 3,518 | (25,469) |
Net cash provided by operating activities – continuing operations | 113,760 | 153,888 | 74,091 |
Net cash (used in) provided by operating activities - discontinued operations | (37,023) | 50,732 | 283,620 |
Net cash provided by operating activities | 76,737 | 204,620 | 357,711 |
Cash flows from investing activities: | |||
Acquisition payments, net of cash acquired | 29,930 | 2,225 | 46,975 |
Purchases of investments | (15,052) | (61,845) | (35,101) |
Proceeds from maturities or sales of investments | 16,496 | 33,432 | 51,105 |
Purchases of property and equipment | (32,249) | (28,788) | (19,269) |
Proceeds from sale of buildings | 24,728 | ||
Strategic investments | (20,000) | ||
Other | 584 | 1,080 | 0 |
Net cash (used in) provided by investing activities – continuing operations | (55,423) | (58,346) | (50,240) |
Net cash provided by investing activities - discontinued operations | 2,350 | 873,857 | 152,695 |
Net cash (used in) provided by investing activities | (53,073) | 815,511 | 102,455 |
Cash flows from financing activities: | |||
Borrowings on credit agreement | 527,500 | 1,247,300 | |
Payments on credit agreement | (527,500) | (1,986,800) | |
Redemption of senior notes, including call premium | 759,848 | ||
Proceeds from issuance of senior notes | 500,000 | ||
Payments for credit facility amendment and financing costs | (510) | (9,194) | |
Payments of contingent consideration liabilities | (189) | (1,394) | |
Payments on finance lease obligations | (2,809) | (1,161) | |
Proceeds from issuance of common stock | 6,853 | 7,009 | 11,258 |
Repurchases of common stock | (4,719) | (8,493) | (145,280) |
Contribution from noncontrolling interests | 245 | ||
Other | 596 | ||
Net cash used in financing activities – continuing operations | (760,116) | (2,910) | (384,110) |
Net cash used in financing activities – discontinued operations | (1,248) | (8,960) | |
Net cash used in financing activities | (760,116) | (4,158) | (393,070) |
Net (decrease) increase in cash and cash equivalents | (736,452) | 1,015,973 | 67,096 |
Cash, cash equivalents at beginning of year | 1,123,843 | 107,870 | 40,774 |
Cash and cash equivalents at end of year | 387,391 | 1,123,843 | 107,870 |
Supplemental disclosure of cash flow information: | |||
Interest | 86,537 | 110,488 | 95,444 |
Income taxes | 54,728 | (27,775) | 86,268 |
Non-cash investing and financing activities: | |||
Equipment financed through finance leases | 6,762 | 12,507 | |
Property and equipment included in accounts payable | $ 2,300 | $ 2,305 | $ 2,400 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 1. General: The principal business activity of Mednax, Inc. (“Mednax” or the “Company”) and its subsidiaries is to provide neonatal, maternal-fetal and other pediatric subspecialty physician services. The Company has contracts with affiliated business corporations or professional associations, limited liability companies and partnerships (“affiliated professional contractors”), which are separate legal entities that provide physician services in certain states and Puerto Rico. The Company and its affiliated professional contractors also have contracts with hospitals and other healthcare facilities to provide physician services, which include (i) fee-for-service contracts, whereby hospitals and other customers agree, in exchange for the Company’s services, to authorize the Company and its healthcare professionals to bill and collect the charges for medical services rendered by the Company’s affiliated healthcare professionals, and (ii) administrative fee contracts, whereby the Company is assured a minimum revenue level. |
Coronavirus Pandemic ("COVID-19
Coronavirus Pandemic ("COVID-19") | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Coronavirus Pandemic ("COVID-19") | 2. Coronavirus Pandemic (“COVID-19”): COVID-19 has had an impact on the demand for medical services provided by the Company’s affiliated clinicians. Beginning in mid-March 2020, the Company’s affiliated office-based practices, which specialize in maternal-fetal medicine, pediatric cardiology, and numerous pediatric subspecialties, experienced a significant elevation of appointment cancellations compared to historical normal levels. The Company believes COVID-19, either directly or indirectly, also had an impact on its neonatology intensive care unit (“NICU”) patient volumes, and there is no assurance that impacts from COVID-19 will not further adversely affect its NICU patient volumes or otherwise adversely affect its NICU and related neonatology business. Further, in late 2020, the Company saw a shift in the mix of patients reimbursed under government-sponsored healthcare programs, but that shift materially reversed during the year ended December 31, 2021. Overall, the Company’s operating results were significantly impacted by COVID-19 beginning in mid-March 2020, but volumes began to normalize in mid-2020 and substantially recovered throughout 2020 and 2021. During 2020, the Company implemented a number of actions to preserve financial flexibility and partially mitigate the significant anticipated impact of COVID-19. These steps included a suspension of most activities related to the Company’s transformational and restructuring programs, limiting these expenditures to those that provide essential support for the Company’s response to COVID-19. In addition, (i) the Company temporarily reduced executive and key management base salaries, including 50 % reductions in salaries for its named executive officers during the second quarter of 2020; (ii) the Board of Directors agreed to forego their annual cash retainer and cash meeting payments, also during the second quarter of 2020; (iii) the Company enacted a combination of salary reductions and furloughs for non-clinical employees; (iv) the Company enacted significant operational and practice-specific expense reduction plans across its clinical operations; and (v) the Company amended and restated its Credit Agreement. Due to the continued uncertainties surrounding the timeline of and impacts from COVID-19, the Company is unable to predict the ultimate impact on its business, financial condition, results of operations and cash flows. The Company, however, believes it will be able to generate sufficient liquidity to satisfy its obligations for the next twelve months. CARES Act In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act is a relief package intended to assist many aspects of the American economy, including providing up to $ 100 billion in aid to the healthcare industry to reimburse healthcare providers for lost revenue and expenses attributable to COVID-19. The remaining $ 70 billion in aid is intended to focus on providers in areas particularly impacted by COVID-19, rural providers, providers of services with lower shares of Medicare reimbursement or who predominantly serve the Medicaid population, and providers requesting reimbursement for the treatment of uninsured Americans. It is unknown what, if any, portion of the remaining healthcare industry funding of the CARES Act the Company and its affiliated physician practices will qualify for and receive. The Department of Health and Human Services (“HHS”) is administering this program and began disbursing funds in April 2020, of which the Company’s affiliated physician practices within continuing operations received an aggregate of $ 26.1 million and $ 22.0 million during the years ended December 31, 2021 and 2020, respectively. The Company has applications pending for certain affiliated physician practices for incremental relief beyond what has been received. In addition, the CARES Act also provided for deferred payment of the employer portion of social security taxes through the end of 2020, and while the Company utilized this deferral option throughout 2020, it repaid almost all of the deferred amounts during 2021 with an immaterial amount due on December 31, 2022. Under current tax law, net operating losses can be carried forward indefinitely. The CARES Act enacted rules allowing net operating losses arising in 2020 to be carried back five taxable years. The Company generated a net operating loss for the 2020 tax year which has been carried back to the 2015 tax year under these provisions to obtain a refund of income tax at the prior 35 % corporate tax rate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies: Principles of Presentation The consolidated financial statements include all the accounts of the Company and its subsidiaries combined with the accounts of the affiliated professional contractors with which the Company currently has specific management arrangements. The Company’s agreements with affiliated professional contractors provide that the term of the arrangements are in most cases permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. The Company has the right to receive income, both as ongoing fees and as proceeds from the sale of its interest in the Company’s affiliated professional contractors, in an amount that fluctuates based on the performance of the affiliated professional contractors and the change in the fair value of the Company’s interest in the affiliated professional contractors. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the Company’s affiliated professional contractors and establishes the guidelines for the employment and compensation of the physicians. In addition, the agreements provide that the Company has the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of the Company’s affiliated professional contractors for a nominal amount. Separately, in its sole discretion, the Company has the right to assign its interest in the agreements. Based upon the provisions of these agreements, the Company has determined that the affiliated professional contractors are variable interest entities and that the Company is the primary beneficiary as defined in the accounting guidance for consolidation. All significant intercompany and interaffiliate accounts and transactions have been eliminated. During the year ended December 31, 2021, the Company made a $ 20.0 million investment in a pediatric primary, urgent care and telehealth company with which it plans to develop new, innovative pediatric primary urgent care clinics throughout the United States with the goal of significantly enhancing the provision of pediatric care. The Company's investment is recorded as a cost method investment because the Company does not exercise significant influence over the entity in which it invested. The Company is a party to a joint venture in which it owns a 37.5 % economic interest. The Company accounts for this joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control, this entity. The Company is also a party to a joint venture in which it owns a 51 % economic interest and for which it is deemed the primary beneficiary. The equity interest of the outside investor in the equity of this consolidated entity is accounted for and presented as noncontrolling interest on the Company’s Consolidated Balance Sheets. The results from operations attributable to the noncontrolling interest are presented separately on the Company’s Consolidated Statements of Income. In October 2019, the Company divested its management services organization, which operated as MedData, to allow the Company to focus on its core physician services business. The operating results of MedData are reported as discontinued operations in the Company’s Consolidated Statements of Income for the year ended December 31, 2019. In May 2020, the Company divested its anesthesiology services medical group. The operating results of this medical group are reported as discontinued operations in the Company’s Consolidated Statements of Income for the years ended December 31, 2020 and 2019. In December 2020, the Company divested its radiology services medical group. The operating results of this medical group are reported as discontinued operations in the Company’s Consolidated Statements of Income for the year ended December 31, 2020 and 2019. New Accounting Pronouncements In December 2019, accounting guidance related to income taxes was issued with the goal of enhancing and simplifying various aspects of the income tax accounting guidance, including requirements related to hybrid tax regimes, deferred taxes on step-up in tax basis of goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, deferred tax liabilities on outside basis differences, and interim-period accounting for enacted changes in tax law and certain year-to-date loss limitations. The guidance became effective for us on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 revenue and expenses during the reporting periods. Significant estimates and assumptions are involved in the calculation of the Company's allowance for contractual adjustments and uncollectibles on accounts receivable, liabilities for self-insured amounts and claims incurred but not reported related to the Company’s professional liability risks and the fair value of goodwill. Actual results could differ from those estimates. Segment Reporting The Company has one reportable segment, which is also its single reporting unit, for purposes of presenting financial information in accordance with the accounting guidance for segment reporting. The following table summarizes the Company’s net revenue from continuing operations by service line (in percentages): Years Ended December 31, 2021 2020 2019 Neonatology and other pediatric subspecialties 77 % 77 % 78 % Maternal-fetal medicine 18 % 18 % 17 % Pediatric cardiology 5 % 5 % 5 % 100 % 100 % 100 % Revenue Recognition Patient service revenue is recognized at the time services are provided by the Company’s affiliated physicians. The Company’s performance obligations related to the delivery of services to patients are satisfied at the time of service. Accordingly, there are no performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period with respect to patient service revenue. Almost all of the Company’s patient service revenue is reimbursed by GHC Programs and third-party insurance payors. Payments for services rendered to the Company’s patients are generally less than billed charges. The Company monitors its revenue and receivables from these sources and records an estimated contractual allowance to properly account for the anticipated differences between billed and reimbursed amounts. Accordingly, patient service revenue is presented net of an estimated provision for contractual adjustments and uncollectibles. The Company estimates allowances for contractual adjustments and uncollectibles on accounts receivable based upon historical experience and other factors, including days sales outstanding (“DSO”) for accounts receivable, evaluation of expected adjustments and delinquency rates, past adjustments and collection experience in relation to amounts billed, an aging of accounts receivable, current contract and reimbursement terms, changes in payor mix and other relevant information. Contractual adjustments result from the difference between the physician rates for services performed and the reimbursements by GHC Programs and third-party insurance payors for such services. Collection of patient service revenue the Company expects to receive is normally a function of providing complete and correct billing information to the GHC Programs and third-party insurance payors within the various filing deadlines and typically occurs within 30 to 60 days of billing. Some of the Company’s hospital agreements require hospitals to pay the Company administrative fees. Some agreements provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that the Company receives a specified minimum revenue level. The Company also receives fees from hospitals for administrative services performed by its affiliated physicians providing medical director or other services at the hospital. Accounts receivable are primarily amounts due under fee-for-service contracts from third-party payors, such as insurance companies, self-insured employers and patients and GHC Programs geographically dispersed throughout the United States and its territories. Concentration of credit risk relating to accounts receivable is limited by the number, diversity and geographic dispersion of the business units managed by the Company, as well as by the large number of patients and payors, including the various governmental agencies in the states in which the Company provides services. Receivables from GHC Programs made up approximately 21 % and 22 % of net accounts receivable related to continuing operations at December 31, 2021 and 2020 , respectively. Cash and Cash Equivalents Cash equivalents are defined as all highly liquid financial instruments with maturities of 90 days or less from the date of purchase. The Company’s cash equivalents typically consist of demand deposits, amounts on deposit in money market accounts, and funds invested in overnight repurchase agreements. Cash equivalent balances may, at certain times, exceed federally insured limits. Certain cash equivalents carried by the Company are subject to the fair value provisions of the accounting guidance for fair value measurements. See “Fair Value Measurements” below. Investments Investments consist primarily of corporate securities, municipal debt securities, federal home loan securities and certificates of deposit. The Company classifies its investments as available for sale. Although there is no stated expectation that the investments will be sold within one year , the investments are available for use, if needed, and accordingly are classified as short-term. Such investments are carried at fair value with any unrealized gains and losses reported as a component of other accumulated comprehensive income or loss. With respect to the Company's cost method investment in a pediatric primary, urgent care and telehealth company, the Company has elected the measurement alternative to measure cost method investments that do not have a readily determinable fair value at cost less impairment, adjusted by observable price changes with any fair value changes recognized in earnings. Property and Equipment Property and equipment are recorded at original purchase cost. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the underlying assets. Estimated useful lives are generally 30 years for buildings; three to seven years for medical equipment, computer equipment, software and furniture; and the lesser of the useful life or the remaining lease term for leasehold improvements and finance leases. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in earnings. Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. In connection with certain acquisitions, the Company enters into agreements to pay additional amounts in cash or common stock based on the achievement of certain performance measures for up to five years ending after the acquisition dates. The Company measures this contingent consideration at fair value at the acquisition date and records such contingent consideration as a liability or equity on the Company’s Consolidated Balance Sheets on the acquisition date. The fair value of each contingent consideration liability is remeasured at each reporting period with any change in fair value recognized as income or expense within operations in the Company’s Consolidated Statements of Income. Goodwill and Other Intangible Assets The Company records acquired assets and assumed liabilities at their respective fair values under the acquisition method of accounting. Goodwill represents the excess of purchase price over the fair value of the net assets acquired. Intangible assets with finite lives, principally physician and hospital agreements, are recognized apart from goodwill at the time of acquisition based on the contractual-legal and separability criteria established in the accounting guidance. Intangible assets with finite lives are amortized on either an accelerated basis based on the annual undiscounted economic cash flows associated with the particular intangible asset or on a straight-line basis over their estimated useful lives. Intangible assets with finite lives are amortized over periods of one to 20 years . Goodwill is tested for impairment at a reporting unit level on at least an annual basis in accordance with the subsequent measurement provisions of the accounting guidance for goodwill. When testing goodwill for impairment, the Company may assess qualitative factors for its reporting units to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment and perform the quantitative goodwill impairment test. For 2021 and 2020, the Company elected to perform the qualitative assessment, focused on various factors including macroeconomic conditions, market trends, specific reporting unit financial performance and other entity specific events, to determine if it was more likely than not that the fair value of its single reporting unit exceeded its carrying value, including goodwill. For 2019, the Company bypassed the qualitative assessment and performed a quantitative test with any goodwill impairment measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company used income and market-based valuation approaches to determine the fair value of its single continuing operations reporting unit. These approaches focused on discounted cash flows and revenue and EBITDA multiples based on the Company's market capitalization to derive the fair value of the reporting unit. Significant assumptions used in these valuations included the weighted average cost of capital discount factor, revenue growth rates and revenue and EBITDA multiples. For both the qualitative and quantitative approaches, the Company considered the economic outlook for the healthcare services industry and various other factors during the testing process, including hospital and physician contract changes, local market developments, changes in third-party payor payments, and other publicly available information. The Company completed annual impairment tests for its continuing operations in the third quarter of 2021, 2020 and 2019 and determined that goodwill was not impaired. See Note 8 – Goodwill and Intangible Assets for more information. Long-Lived Assets The Company is required to evaluate long-lived assets, including intangible assets subject to amortization, whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. The recoverability of such assets is measured by a comparison of the carrying value of the assets to the future undiscounted cash flows before interest charges to be generated by the assets. If long-lived assets are impaired, the impairment to be recognized is measured as the excess of the carrying value over the fair value. Long-lived assets held for disposal are reported at the lower of the carrying value or fair value less disposal costs. The Company does not believe there are any indicators that would require an adjustment to such assets or their estimated periods of recovery at December 31, 2021 pursuant to current accounting standards. Common Stock Repurchases The Company repurchases shares of its common stock as authorized from time to time by its Board of Directors. The Company treats repurchased shares of its common stock as retired as any repurchased shares become authorized but unissued shares. The reacquisition cost of repurchased shares is recorded as a reduction in the respective components of shareholders’ equity . Professional Liability Coverage The Company maintains professional liability insurance policies with third-party insurers generally on a claims-made basis, subject to deductibles or self-insured retention, exclusions and other restrictions. The Company’s self-insured retention under its professional liability insurance program is maintained primarily through a wholly owned captive insurance subsidiary. The Company records an estimate of liabilities for self-insured amounts and claims incurred but not reported based on an actuarial valuation using historical loss information, claim emergence patterns and various actuarial assumptions. Liabilities for claims incurred but not reported are not discounted. Income Taxes The Company records deferred income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. If it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided against such deferred tax assets. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The accounting guidance for uncertain tax positions prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also requires policy disclosures regarding penalties and interest and extensive disclosures regarding increases and decreases in uncertain tax positions as a result of tax positions taken in a current or prior period, settlements with taxing authorities and any lapse of an applicable statute of limitations. Additional qualitative discussion is required for any tax position that may result in a significant increase or decrease in uncertain tax positions within a 12-month period from the Company's reporting date. Stock Incentive Plans The Company grants stock-based awards consisting primarily of restricted stock to key employees under its Amended and Restated 2008 Incentive Compensation Plan. The Company measures the cost of employee services received in exchange for stock-based awards based on grant-date fair value and allocates the resulting compensation expense over the corresponding requisite service period using the graded vesting attribution method. The Company also performs analyses to estimate forfeitures of stock-based awards on an annual basis and adjusts the estimates as necessary based on the number of awards that ultimately vest. Net Income Per Common Share Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of outstanding restricted stock, deferred stock and stock options and is calculated using the treasury stock method. Fair Value Measurements The accounting guidance establishes a fair value hierarchy that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table presents information about the Company’s financial instruments that are accounted for at fair value on a recurring basis at December 31, 2021 and 2020 (in thousands): Fair Value Fair Value Category December 31, December 31, Assets: Money market funds Level 1 $ 2,442 $ 1,010 Short-term investments Level 2 99,715 104,870 Mutual funds Level 1 18,542 15,841 The following table presents information about the Company’s financial instruments that are not carried at fair value at December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Carrying Amount Fair Carrying Amount Fair Liabilities: 2023 Notes — — 750,000 756,225 2027 Notes 1,000,000 1,047,190 1,000,000 1,070,000 The carrying amounts of cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short maturities of the respective instruments. The carrying value of the line of credit approximates fair value. If the Company’s line of credit was measured at fair value, it would be categorized as Level 2 in the fair value hierarchy. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 4. Investments: Investments held are summarized as follows (in thousands): December 31, 2021 2020 Corporate securities $ 72,964 $ 71,095 Municipal debt securities 13,215 18,707 Federal home loan securities 3,927 8,017 U.S. Treasury securities 5,205 1,060 Certificates of deposit 4,404 5,991 $ 99,715 $ 104,870 |
Accounts Receivable and Net Rev
Accounts Receivable and Net Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Accounts Receivable and Net Revenue | 5. Accounts Receivable and Net Revenue: Accounts receivable, net consists of the following (in thousands): December 31, 2021 2020 Gross accounts receivable $ 1,393,584 $ 1,106,394 Allowance for contractual adjustments and ( 1,091,809 ) ( 864,463 ) $ 301,775 $ 241,931 Net revenue consists of the following (in thousands): Years Ended December 31, 2021 2020 2019 Net patient service revenue $ 1,641,323 $ 1,481,331 $ 1,567,624 Hospital contract administrative fees 240,022 218,495 197,340 Other revenue 29,846 34,125 14,795 $ 1,911,191 $ 1,733,951 $ 1,779,759 The following is a summary of the Company’s payor mix, expressed as a percentage of net revenue, exclusive of administrative fees and other miscellaneous revenue, for the periods indicated: Years Ended December 31, 2021 2020 2019 Contracted managed care 68 % 68 % 68 % Government 25 % 27 % 26 % Other third-parties 5 % 4 % 5 % Private-pay patients 2 % 1 % 1 % 100 % 100 % 100 % Accounts receivable consist primarily of amounts due from GHC Programs and third-party insurance payors for services provided by the Company’s affiliated physicians. Net revenue consists primarily of gross billed charges for services provided by the Company’s affiliated physicians less an estimated allowance for contractual adjustments and uncollectibles to properly account for the anticipated differences between gross billed charge amounts and expected reimbursement amounts. The Company's contractual adjustments and uncollectibles as a percentage of gross patient service revenue vary slightly each year depending on several factors, including improved managed care contracting, changes in reimbursement from state Medicaid programs and other GHC Programs, shifts in the percentage of patient services being reimbursed under GHC Programs and annual price increases. The Company’s annual price increases typically increase contractual adjustments as a percentage of gross patient service revenue. This increase is primarily due to Medicaid, Medicare and other GHC Programs that generally provide for reimbursements on a fee-schedule basis rather than on a gross charge basis. When the Company bills these programs, like other payors, on a gross-charge basis, it also increases its provision for contractual adjustments and uncollectibles by the amount of any price increase, resulting in a higher contractual adjustment percentage. Some of the Company’s hospital agreements require hospitals to pay the Company administrative fees. Some agreements provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that the Company receives a specified minimum revenue level. The Company also receives fees from hospitals for administrative services performed by its affiliated physicians providing medical director or other services at the hospital. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment: Property and equipment consists of the following (in thousands): December 31, 2021 2020 Building $ 8,286 $ 26,934 Land 2,032 6,683 Equipment and other 224,524 203,017 234,842 236,634 Accumulated depreciation ( 164,688 ) ( 160,443 ) $ 70,154 $ 76,191 The Company recorded depreciation expense of $ 21.6 million, $ 19.3 million and $ 18.7 million for the years ended December 31, 2021, 2020 and 2019 , respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 7. Business Combinations: During the year ended December 31, 2021 , the Company completed the acquisition of nine physician practices consisting of one pediatric orthopedic practice, one multi-location pediatric urgent care practice, one pediatric cardiology practice, two pediatric neurology practices, one maternal-fetal medicine practice, one obstetrics and gynecology practice, one pediatric intensivist practice and one neonatology practice for total consideration of $ 34.9 million, of which $ 29.9 was paid in cash at closing and $ 5.0 million is recorded as current and long-term liabilities for amounts payable in future periods. These acquisitions expanded the Company’s national network of physician practices across women’s and children’s services. In connection with these acquisitions, the Company recorded tax deductible goodwill of $ 27.9 million, other intangible assets consisting primarily of physician and hospital agreements of $ 3.5 million and fixed assets of $ 3.5 million . During the year ended December 31, 2020, the Company completed the acquisition of one pediatric subspecialty practice for total consideration of $ 2.1 million, of which $ 1.9 million was paid in cash and $ 0.2 million was recorded as a contingent consideration liability. This acquisition expanded the Company’s national network of physician practices. In connection with this acquisition, the Company recorded tax deductible goodwill of $ 0.8 million and other intangible assets consisting primarily of physician and hospital agreements of $ 1.3 million. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets: Goodwill was $ 1.51 billion and $ 1.48 billion at December 31, 2021 and 2020. Goodwill is tested for impairment on at least an annual basis, in accordance with the subsequent measurement provisions of the accounting guidance for goodwill. Consistent with prior years, the Company performed its annual impairment test in the third quarter of 2021 and determined that goodwill was not impaired. Intangible assets, net, consist of the following (in thousands): December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Physician and hospital agreements $ 101,542 $ ( 83,440 ) $ 18,102 Other technology 7,801 ( 4,338 ) 3,463 $ 109,343 $ ( 87,778 ) $ 21,565 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Physician and hospital agreements $ 107,246 $ ( 83,089 ) $ 24,157 Other technology 5,197 ( 2,712 ) 2,485 $ 112,443 $ ( 85,801 ) $ 26,642 During the year ended December 31, 2021 , the Company recorded intangible assets related to acquisitions totaling $ 3.5 million, consisting primarily of physician and hospital agreements. The weighted-average amortization period for these physician and hospital agreements is approximately 11 years. Amortization expense for intangible assets was $ 8.0 million, $ 7.6 million and $ 7.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense for existing intangible assets for the next five years is expected to be as follows (in thousands): 2022 $ 5,591 2023 4,787 2024 3,019 2025 1,814 2026 1,158 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 9. Discontinued Operations: Divestiture of the Radiology Services Medical Group The Company divested its radiology services medical group in December 2020. The operating results of the radiology services medical group service line were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the years ended December 31, 2020 and 2019. Loss from discontinued operations, net of income taxes, for the radiology services medical group for the years ended December 31, 2020 and December 31, 2019 was $ 63.8 million and $ 72.8 million, respectively. Net revenue for the radiology services medical group for the years ended December 31, 2020 and December 31, 2019 was $ 451.4 million and $ 489.4 million, respectively. Operating loss for the radiology services medical group for the year ended December 31, 2020 was $ 73.6 million, including a non-cash goodwill impairment charge of $ 47.0 million and a preliminary loss on sale of $ 36.4 million. Operating loss for the radiology services medical group for the year ended December 31, 2019 was $ 75.3 million, including a non-cash goodwill impairment charge of $ 117.9 million. During the year ended December 31, 2021, the Company recorded a net increase to the loss on sale of $ 4.0 million, primarily related to the adjustment of certain transaction related accounting. The net increase to the loss on sale is reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the year ended December 31, 2021. Divestiture of the Anesthesiology Services Medical Group The Company divested its anesthesiology services medical group in May 2020. The operating results of the anesthesiology services medical group were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the year ended December 31, 2020 and 2019. Loss from discontinued operations, net of income taxes, for the anesthesiology services medical group for the years ended December 31, 2020 and December 31, 2019 was $ 717.2 million and $ 1.12 billion, respectively. Net revenue for the anesthesiology services medical group for the years ended December 31, 2020 and December 31, 2019 was $ 379.4 million and $ 1.25 billion, respectively. Operating loss for the anesthesiology services medical group for the year ended December 31, 2020 was $ 716.3 million, including the loss on sale of $ 663.7 million. Operating loss for the anesthesiology services medical group for the year ended December 31, 2019 was $ 1.23 billion, including a non-cash goodwill impairment charge of $ 1.33 billion. During the year ended December 31, 2021, the Company recorded a net decrease to the loss on sale of $ 26.9 million, primarily related to an adjustment to the sales proceeds and book values of net assets sold resulting from a mutual agreement between the buyer and seller reached during the three months ended March 31, 2021 to treat a portion of the divestiture as an asset sale for tax purposes, the disposal of the single anesthesia practice that remained after the divestiture of the anesthesiology medical group in May 2020 and the completion of the valuation for the contingent economic consideration component of the transaction. The net decrease to the loss on sale is reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the year ended December 31, 2021. The Company’s continuing operations financial statements for the year ended December 31, 2021 reflect the income tax effects associated with the asset sale change. This includes an increase in income tax receivable of $ 24 million, of which $ 9 million is related to loss carryback provisions enacted under the CARES Act, an increase in deferred tax assets of $ 17 million and a reduction to capital loss carryforwards and offsetting valuation allowance of $23 million. Divestiture of MedData In October 2019, the Company divested its management services organization, referred to as MedData. Loss from discontinued operations, net of tax, for MedData was $ 347.6 million for the year ended December 31, 2019, reflecting the loss on sale recorded during the year ended December 31, 2019. During the year ended December 31, 2020, the Company recorded a net incremental loss on the sale of MedData of $ 5.8 million, primarily for the finalization of certain transaction related expenses, a working capital true-up and incremental reserves related to indemnification matters, partially offset by the completion of its preliminary valuation for the contingent economic consideration. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2021 2020 Accounts payable $ 36,645 $ 59,771 Accrued salaries and incentive compensation 213,974 184,849 Accrued payroll taxes and benefits 34,994 43,945 Accrued professional liabilities 37,729 50,607 Accrued interest 29,052 32,721 Other accrued expenses 41,724 51,290 $ 394,118 $ 423,183 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | 11. Operating Leases: The Company primarily leases property under operating leases and had one material equipment operating lease for an aircraft that expired in January 2022. The Company’s property leases are primarily for its regional, medical and business offices, storage space and temporary housing for medical staff. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of the lease payment using a discount rate that reflects the Company’s estimated incremental borrowing rate. Certain of the Company’s leases include rental escalation clauses and renewal options that are factored into the determination of lease payments when appropriate. Operating leases for office equipment are not material, and therefore are excluded from the Company’s Consolidated Balance Sheet. The table below presents the operating lease-related right-of-use assets and related liabilities recorded on the Company’s balance sheet and the weighted average remaining lease term and discount rate as of December 31, 2021 and 2020 (dollars in thousands): December 31, 2021 2020 Assets: Operating lease right-of-use assets $ 51,283 $ 44,926 Liabilities: Current portion of operating lease liabilities 19,684 18,933 Long-term portion of operating lease liabilities 41,396 40,970 Other Information: Weighted-average remaining lease term 3.7 years 4.0 years Weighted average discount rate 4.7 % 5.0 % The table below presents certain information related to the lease costs for operating leases during the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Operating lease costs $ 19,907 $ 20,972 Variable lease costs 5,060 4,519 Other operating lease costs 4,235 4,812 Total operating lease costs $ 29,202 $ 30,303 The table below presents supplemental cash flow information related to operating leases during the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Operating cash flows for operating leases $ 34,054 $ 27,933 The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 20,339 2023 18,110 2024 13,488 2025 8,100 2026 4,373 Thereafter 9,249 Total minimum lease payments 73,659 Less: Amount of payments representing interest ( 12,579 ) Present value of future minimum lease payments 61,080 Less: Current obligations ( 19,684 ) Long-term portion of operating leases $ 41,396 |
Accrued Professional Liabilitie
Accrued Professional Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Health Care Organizations [Abstract] | |
Accrued Professional Liabilities | 12. Accrued Professional Liabilities: At December 31, 2021 and 2020 , the Company’s total accrued professional liabilities of $ 308.8 million and $ 315.9 million, respectively, included incurred but not reported loss reserves of $ 211.2 million and $ 222.9 million, respectively, and loss reserves for reported claims of $ 97.6 million and $ 93.0 million, respectively. Of the total liability, $ 37.7 million is classified as a current liability within accounts payable and accrued expenses in the Consolidated Balance Sheet. In addition, there is a corresponding insurance receivable of $ 58.1 million recorded as a component of other assets for certain professional liability claims that are covered by third-party insurance policies. These reserves include the accrued professional liabilities for the Company’s continuing operations as reflected in the table below as well as certain retained professional liabilities related to the Company’s former anesthesiology and radiology medical groups that were divested in 2020. The activity related to the Company’s accrued professional liability for continuing operations, excluding the retained professional liabilities related to the Company’s former anesthesiology and radiology medical groups, for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Balance at beginning of year $ 174,803 $ 151,397 $ 128,799 Liabilities recognized, offset by insurance ( 2,299 ) 3,922 10,354 Provision (adjustment) for losses related to: Current year 56,016 45,674 42,733 Prior years ( 14,231 ) ( 1,551 ) ( 7,766 ) Total provision for losses 41,785 44,123 34,967 Claim payments related to: Current year ( 59 ) ( 59 ) ( 33 ) Prior years ( 24,103 ) ( 24,580 ) ( 22,690 ) Total payments ( 24,162 ) ( 24,639 ) ( 22,723 ) Balance at end of year $ 190,127 $ 174,803 $ 151,397 The net increases in the Company’s total accrued professional liability for the years ended December 31, 2021 and 2020 were primarily related to overall growth in the program and certain changes in the Company’s claims experience that impacted its provision for losses. |
Line of Credit, Long-Term Debt
Line of Credit, Long-Term Debt and Finance Lease Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit, Long-Term Debt and Finance Lease Obligations | 13. Line of Credit, Long-Term Debt and Finance Lease Obligations: During the three months ended September 30, 2021, we permanently reduced the size of our unsecured revolving credit facility under our Credit Agreement by $ 600.0 million to $ 600.0 million, and on February 11, 2022 we amended our Credit Agreement to provide an unsecured revolving credit facility of $ 450.0 million. See Note 20 - Subsequent Events for more information. On March 25, 2020, we amended and restated our Credit Agreement to, among other things, (i) establish a deemed Consolidated EBITDA of $ 139.2 million for the second and third quarters of 2020, reflecting average Adjusted EBITDA from continuing operations for the prior eight quarters (calculated for purposes of the Credit Agreement), which will be used in the calculation of rolling four consecutive quarter Consolidated EBITDA under the Credit Agreement, (ii) temporarily increase the maximum consolidated net leverage ratio required to be maintained by us from 4.50:1:00 to 5.00:1:00 for the second and third quarters of 2020 and 4.75:1:00 for the fourth quarter of 2020, before returning to 4.50:1:00 for the first quarter of 2021 and beyond, (iii) require that we maintain minimum availability under the Credit Agreement of $ 300.0 million through the third quarter of 2021, (iv) provide for a weekly repayment of borrowings under the Credit Agreement through the second quarter of 2021 using unrestricted cash on hand in excess of $300.0 million, plus a reserve for certain payables, and (v) temporarily restricted our ability to make restricted payments under the Credit Agreement for the remainder of 2020, subject to certain exceptions. In December 2015, we completed a private offering of $ 750.0 million aggregate principal amount of 2023 Notes. In November 2018, we completed a private offering of $ 500.0 million aggregate principal amount of 2027 Notes and in February 2019, we completed a private offering of $ 500.00 million aggregate principal amount of Additional 2027 Notes. At December 31, 2021, 2020 and 2019, the outstanding balance on the 2027 Notes was $ 1.0 billion. Our obligations under the 2023 Notes and the 2027 Notes were guaranteed on an unsecured senior basis by the same subsidiaries and affiliated professional contractors that guaranteed the Credit Agreement. Interest on the 2027 Notes accrued at the rate of 6.25 % per annum, or $ 62.5 million, and was payable semi-annually in arrears on January 15 and July 15 . On January 7, 2021, we redeemed the 2023 Notes in full. On February 11, 2022, we redeemed the 2027 Notes in full. See Note 20 - Subsequent Events for more information. The carrying value of the Company’s long-term debt was $ 989.7 million and $ 1.7 billion at December 31, 2021 and 2020, respectively, and consisted of the following (in thousands): December 31, 2021 Principal Unamortized Debt Issuance Costs Total Senior notes $ 1,000,000 $ ( 9,712 ) $ 990,288 Revolving line of credit — ( 628 ) ( 628 ) Total $ 1,000,000 $ ( 10,340 ) $ 989,660 December 31, 2020 Principal Unamortized Debt Issuance Costs Total Senior notes $ 1,750,000 $ ( 16,343 ) $ 1,733,657 Revolving line of credit — ( 2,260 ) ( 2,260 ) Total $ 1,750,000 $ ( 18,603 ) $ 1,731,397 The Company presents issuance costs related to long-term debt liabilities, other than revolving credit arrangements, as a direct deduction from the carrying value of that long-term debt. The Company has one outstanding letter of credit which reduced the amount available under the Credit Agreement by $ 0.1 million at December 31, 2021. At December 31, 2021 , the Company had an available balance on its Credit Agreement of $ 599.9 million. The carrying values of the Company’s variable rate revolving line of credit approximates fair value due to the short-term nature of the interest rates. The estimated fair value of the Company’s 2023 Notes and 2027 Notes were estimated using trading prices as of December 31, 2021 and 2020, respectively, as Level 2 inputs to estimate fair value for relevant periods and are summarized as follows (in thousands): December 31, 2021 2020 2023 Notes $ — $ 756,225 2027 Notes 1,047,190 1,070,000 The Company’s finance lease obligations, related to equipment used in its newborn hearing screen program, consist of the following (in thousands): December 31, 2021 2020 Finance lease obligations $ 14,178 $ 11,118 Less: Current portion ( 2,490 ) ( 2,219 ) Long-term portion $ 11,688 $ 8,899 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes: The components of the income tax provision (benefit) are as follows (in thousands): December 31, 2021 2020 2019 Federal: Current $ 41,592 $ ( 16,610 ) $ 63,697 Deferred ( 20,373 ) 28,719 ( 45,660 ) 21,219 12,109 18,037 State: Current 16,888 ( 2,954 ) 8,561 Deferred ( 10,866 ) 7,573 ( 10,022 ) 6,022 4,619 ( 1,461 ) Total $ 27,241 $ 16,728 $ 16,576 The Company files its tax return on a consolidated basis with its subsidiaries, and its affiliated professional contractors file tax returns on an individual basis. The effective tax rate for continuing operations was 20.1 %, 234.0 % and 28.2 % for the years ended December 31, 2021, 2020 and 2019, respectively. The effective tax rate for the year ended December 31, 2021 includes a $ 10.8 million benefit related to a change in estimate of an income tax receivable based on loss carryback provisions under the CARES Act which allow 2020 net operating loss to be carried back for refund at prior 35 % federal tax rate. The income tax receivable arose during the three months ended March 31, 2021 and resulted from a mutual agreement reached with the buyer of our former anesthesiology services medical group to treat a portion of the divestiture as an asset sale for tax purposes. The increase in the effective tax rate for the year ended December 31, 2020 as compared to the year ended December 31, 2019 was due to a significant reduction in pre-tax income as a result of the impacts from the transformational and restructuring related expenses and COVID-19. The differences between the effective rate and the United States federal income tax statutory rate are as follows: December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 4.72 24.34 6.45 Non-deductible expenses 3.42 60.44 3.98 Equity compensation adjustments 0.77 98.61 6.45 Change in accrual estimates relating to ( 1.08 ) 4.22 ( 9.63 ) Change in valuation allowance ( 0.26 ) 23.67 0.39 Other, net ( 0.46 ) 1.71 ( 0.45 ) Change in tax law ( 7.97 ) ─ ─ Income tax provision 20.14 % 233.99 % 28.19 % All of the Company’s deferred tax assets and liabilities are classified as long-term. The significant components of deferred income tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Allowance for uncollectible accounts $ 135,280 $ 79,755 Reserves and accruals 55,549 64,445 Stock-based compensation 3,303 7,517 Operating loss and other carryforwards 29,045 16,767 Capital loss carryforwards 428,805 447,854 Operating lease assets 18,960 15,042 Property and equipment 1,967 3,044 Other 686 571 Deferred tax assets before valuation 673,595 634,995 Less: Valuation allowance ( 441,529 ) ( 458,708 ) Deferred tax assets, net of valuation 232,066 176,287 Gross deferred tax liabilities: Amortization ( 168,505 ) ( 152,969 ) Accounting method changes — ( 16,352 ) Operating lease liabilities ( 16,439 ) ( 14,057 ) Other ( 187 ) ( 183 ) Total deferred tax liabilities ( 185,131 ) ( 183,561 ) Net deferred tax (liabilities) assets $ 46,935 $ ( 7,274 ) The Company’s net deferred tax assets were $ 46.9 million as of December 31, 2021 , as compared to net deferred tax liabilities of $ 7.3 million at December 31, 2020 . The increase in net deferred tax assets of $ 54.2 million during the year ended December 31, 2021 was primarily related to an increase in deferred tax assets related to allowance for uncollectible accounts. For the years ended December 31, 2021, 2020 and 2019 , income tax expense of $ 1.0 million, $ 7.1 million and $ 3.8 million, respectively, was recognized for excess tax deficiencies associated with equity compensation. The Company generated $ 1.61 billion capital losses during the 2020 taxable year, with $ 1.57 billion from the sale of its former anesthesiology services medical group and $ 45.1 million from the sale of its former radiology services medical group, all of which will expire in 2025. Total capital loss carryforwards as of December 31, 2021 was $ 1.68 billion. As of December 31, 2021, management has determined that it is more likely than not that the tax benefits related to these carryforwards will not be realized and has recorded a full valuation allowance against the related deferred tax assets. Additionally, the Company has net operating loss carryforwards for federal and state tax purposes totaling $ 61.7 million, $ 35.4 million and $ 31.5 million at December 31, 2021, 2020 and 2019 , respectively. With respect to the December 31, 2021 balance, $ 25.1 million expires at various times from 2022 through 2041 , and $ 36.6 million does not expire. As of December 31, 2021, 2020 and 2019 , the Company’s liability for uncertain tax positions, excluding accrued interest and penalties, was $ 4.9 million, $ 6.2 million and $ 7.4 million, respectively. As of December 31, 2021 , the Company had $ 4.9 million of uncertain tax positions that, if recognized, would favorably impact its effective tax rate. The following table summarizes the activity related to the Company’s liability for uncertain tax positions for the years ended December 31, 2021, 2020 and 2019 (in thousands): Years Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,168 $ 7,409 $ 11,185 Increases related to prior year tax — — 369 Decreases related to prior year tax — ( 1,041 ) — Increases related to current year tax 900 100 1,700 Decreases related to divestitures — ( 300 ) — Decreases related to lapse of statutes ( 2,140 ) — ( 5,845 ) Balance at end of year $ 4,928 $ 6,168 $ 7,409 During the year ended December 31, 2021, the Company decreased its liability for uncertain tax positions by $ 1.2 million, primarily related to expiration of statutes of limitation, partially offset by additional taxes on current year positions. During the year ended December 31, 2020, the Company decreased its liability for uncertain tax positions by $ 1.2 million, primarily related to a reduction in tax liability for prior year positions. In addition, the Company anticipates that its liability for uncertain tax positions will decrease by $ 2.0 million over the next 12 months. The Company includes interest and penalties related to income tax liabilities in income tax expense. During the year ended December 31, 2021 and 2020, the Company included $ 0.4 million and $ 0.5 million, respectively, of interest and penalties in income tax expense. The impact to income tax expense related to penalties and interest was not material during the years ended December 31, 2019. At December 31, 2021 and 2020, the Company's accrued liability for interest and penalties related to income tax liabilities totaled $ 0.8 million and $ 1.0 million, respectively. The Company is currently subject to U.S. Federal and various state income tax examinations for the tax years 2015 through 2020 . |
Common and Common Equivalent Sh
Common and Common Equivalent Shares | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Common and Common Equivalent Shares | 15. Common and Common Equivalent Shares: The calculation of shares used in the basic and diluted net income per share calculation for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Weighted average number of common 84,832 83,395 83,495 Weighted average number of dilutive common (a) 996 — 516 Weighted average number of common and common 85,828 83,395 84,011 Antidilutive securities not included in the diluted 11 1,034 516 (a) Due to a loss from continuing operations for the year ended December 31, 2020, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Stock
Stock Incentive Plans and Stock Purchase Plans | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans and Stock Purchase Plans | 16. Stock Incentive Plans and Stock Purchase Plans: On May 12, 2021, the Company’s shareholders approved the Company’s Amended and Restated 2008 Incentive Compensation Plan (the “Amended and Restated 2008 Incentive Plan”). The amendments, among other things, increased the number of shares of common stock reserved for delivery under the Amended and Restated 2008 Incentive Plan from 27,775,000 shares to 34,975,000 shares, as well as extended the expiration date to 10 years from the effective date of approval. The Amended and Restated 2008 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-related awards and performance awards that may be settled in cash, stock or other property. Under the Amended and Restated 2008 Incentive Plan, options to purchase shares of common stock may be granted at a price not less than the fair market value of the shares on the date of grant. The options must be exercised within 10 years from the date of grant and generally become exercisable on a pro rata basis over a three-year period from the date of grant. The Company issues new shares of its common stock upon exercise of its stock options. Restricted stock awards generally vest over periods of three years upon the fulfillment of specified service-based conditions and in certain instances performance-based conditions. Deferred stock awards generally vest upon the satisfaction of specified performance-based conditions and service-based conditions. The Company recognizes compensation expense related to its restricted stock and deferred stock awards ratably over the corresponding vesting periods. During the year ended December 31, 2021, the Company granted 0.7 million shares of restricted stock to its employees and non-employee directors under the Amended and Restated 2008 Incentive Plan. At December 31, 2021, the Company had 10.9 million shares available for future grants and awards under the Amended and Restated 2008 Incentive Plan. On May 12, 2021, the Company’s shareholders approved the Company’s Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares issuable under the ESPP to 9.9 million shares. Under the ESPP, employees are permitted to purchase the Company's common stock at 85 % of market value on January 1st, April 1st, July 1st and October 1st of each year. Under the Company’s 2015 Non-Qualified Stock Purchase Plan (the “SPP”), certain eligible non-employee service providers are permitted to purchase the Company’s common stock at 90 % of market value on January 1st, April 1st, July 1st and October 1st of each year. The Company recognizes stock-based compensation expense for the discount received by participating employees and non-employee service providers. During the year ended December 31, 2021, approximately 0.2 million shares were issued under the ESPP. At December 31, 2021, the Company had approximately 2.8 million shares reserved for issuance under the ESPP. At December 31, 2021, the Company had approximately 61,000 shares reserved for issuance under the SPP. No shares have been issued under the SPP in 2021. The Company recognized $ 19.0 million, $ 21.1 million and $ 33.4 million of stock-based compensation expense related to its stock incentive plans, the ESPP and the SPP during the years ended December 31, 2021, 2020 and 2019, respectively. The activity related to the Company's restricted stock awards and the corresponding weighted average grant-date fair values for the year ended December 31, 2021 are as follows: Number of Weighted Non-vested shares at January 1, 2021 1,211,117 $ 30.97 Awarded 736,477 $ 25.17 Forfeited ( 55,378 ) $ 28.20 Vested ( 748,410 ) $ 33.55 Non-vested shares at December 31, 2021 1,143,806 $ 25.68 The aggregate fair value of the restricted stock that vested during the years ended December 31, 2021, 2020 and 2019 was $ 25.1 million, $ 59.3 million and $ 31.5 million, respectively. The weighted average grant-date fair value of restricted stock awards that were granted during the years ended December 31, 2021, 2020 and 2019 was $ 25.17 , $ 23.54 and $ 33.28 , respectively. At December 31, 2021 , the total stock-based compensation cost related to non-vested restricted stock remaining to be recognized as compensation expense over a weighted-average period of 1.5 years was $ 11.3 million. The activity and certain other information related to the Company’s outstanding stock option awards for the year ended December 31, 2021 are as follows: Number of Weighted Weighted Average Aggregate Intrinsic Outstanding at January 1, 2021 999,291 $ 17.30 Awarded — Exercised ( 95,000 ) $ 17.65 Expired ( 16,560 ) $ 36.25 — Outstanding at December 31, 2021 887,731 $ 16.91 1.88 $ 9.1 Exercisable at December 31, 2021 887,731 $ 16.91 1.88 $ 9.1 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021 and 2019 were $ 1.7 million and $ 0.6 million, respectively. At December 31, 2021 , there was no remaining unrecognized stock comp expense. The cash proceeds received from the exercise of stock options for the years ended December 31, 2021 and 2019 were $ 1.7 million and $ 0.1 million, respectively. |
Common Stock Repurchase Program
Common Stock Repurchase Programs | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Common Stock Repurchase Programs | 17. Common Stock Repurchase Programs: In July 2013, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock up to an amount sufficient to offset the dilutive impact from the issuance of shares under the Company’s equity compensation programs. The share repurchase program allows the Company to make open market purchases from time-to-time based on general economic and market conditions and trading restrictions. The repurchase program also allows for the repurchase of shares of the Company’s common stock to offset the dilutive impact from the issuance of shares, if any, related to the Company’s acquisition program. No shares were purchased under this program during the year ended December 31, 2021. In August 2018, the Company announced that its Board of Directors had authorized the repurchase of up to $ 500.0 million of the Company’s common stock in addition to its existing share repurchase program, of which $ 94.0 million remained available for repurchase as of December 31, 2021. Under this share repurchase program, during the year ended December 31, 2021 , the Company repurchased 0.2 million shares of its common stock for $ 4.7 million to satisfy minimum statutory withholding obligations in connection with the vesting of restricted stock. During the year ended December 31, 2020, the Company repurchased 0.5 million shares of its common stock for $ 8.5 million to satisfy minimum statutory withholding obligations in connection with the vesting of restricted stock. The Company intends to utilize various methods to effect any future share repurchases, including, among others, open market purchases and accelerated share repurchase programs. The amount and timing of repurchases will depend upon several factors, including general economic and market conditions and trading restrictions. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 18. Retirement Plans: The Company maintains two qualified contributory savings plans as allowed under Section 401(k) of the Internal Revenue Code and Section 1165(e) of the Puerto Rico Income Tax Act of 1954 (the “401(k) Plans”). The 401(k) Plans permit participant contributions and allow elective and, in certain situations, non-elective Company contributions based on each participant’s contribution or a specified percentage of eligible wages. Participants may defer a percentage of their annual compensation subject to the limits defined in the 401(k) Plans. The Company recorded expense for its continuing operations of $ 21.0 million, $ 19.9 million and $ 20.4 million for the years ended December 31, 2021, 2020 and 2019 , respectively, primarily related to the 401(k) Plans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies: The Company expects that audits, inquiries and investigations from government authorities and agencies will occur in the ordinary course of business. Such audits, inquiries and investigations and their ultimate resolutions, individually or in the aggregate, could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities. The Company has not included an accrual for these matters as of December 31, 2021 in its Consolidated Financial Statements, as the variables affecting any potential eventual liability depend on the currently unknown facts and circumstances that arise out of, and are specific to, any particular future audit, inquiry and investigation and cannot be reasonably estimated at this time. In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company's affiliated physicians. The Company's contracts with hospitals generally require the Company to indemnify them and their affiliates for losses resulting from the negligence of the Company's affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, cash flows and the trading price of its securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities. Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. With respect to professional liability risk, the Company generally self-insures a portion of this risk through its wholly owned captive insurance subsidiary. Liabilities in excess of the Company's insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events: On February 11, 2022, we issued $400 million of 5.375% unsecured senior notes due 2030 (the “2030 Notes”). We used the net proceeds from the issuance of the 2030 Notes, together with $100 million drawn under our Revolving Credit Line (as defined below), $250 million of Term A Loan (as defined below) and approximately $308 million of cash on hand, to redeem (the “Redemption”) our 6.25% senior unsecured notes due 2027 (the “2027 Notes”), which had an outstanding principal balance of $1.0 billion, and to pay costs, fees and expenses associated with the Redemption and the Credit Agreement Amendment (as defined below). Interest on the 2030 Notes accrues at the rate of 5.375% per annum, or annual interest expense of $21.5 million. Interest under the 2030 Notes is payable semi-annually in arrears on February 15 and August 15 , beginning on August 15, 2022. Our obligations under the 2030 Notes are guaranteed on an unsecured senior basis by the same subsidiaries and affiliated professional contractors that guarantee the Amended Credit Agreement. The indenture under which the 2030 Notes are issued, among other things, limits our ability to (1) incur liens and (2) enter into sale and lease-back transactions, and also limits our ability to merge or dispose of all or substantially all of our assets, in all cases, subject to a number of customary exceptions. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2030 Notes, upon the occurrence of a change in control, we may be required to repurchase the 2030 Notes at a purchase price equal to 101 % of the aggregate principal amount of the 2030 Notes repurchased plus accrued and unpaid interest. Also in connection with the Redemption, we amended and restated the Credit Agreement (the “Credit Agreement Amendment”) concurrently with the issuance of the 2030 Notes. The Credit Agreement, as amended by the Credit Agreement Amendment (the “Amended Credit Agreement”), among other things, (i) refinanced the prior unsecured revolving credit facility with a $450 million unsecured revolving credit facility, including a $37.5 million sub-facility for the issuance of letters of credit (the “Revolving Credit Line”), and a new $250 million term A loan facility (“Term A Loan”) and (ii) removed JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement and appointed Bank of America, N.A. as the administrative agent for the lenders under the Amended Credit Agreement. The Amended Credit Agreement matures on February 11, 2027 and is guaranteed on an unsecured basis by substantially all of our subsidiaries and affiliated professional contractors. At our option, borrowings under the Amended Credit Agreement bear interest at (i) the Alternate Base Rate (defined as the highest of (a) the prime rate as announced by Bank of America, N.A., (b) the Federal Funds Rate plus 0.50 % and (c) Term SOFR for an interest period of one month plus 1.00 % with a 1.00% floor) plus an applicable margin rate of 0.50 % for the first two fiscal quarters after the date of the Credit Agreement Amendment, and thereafter at an applicable margin rate ranging from 0.125 % to 0.750 % based on our consolidated net leverage ratio or (ii) Term SOFR rate (calculated as the Secured Overnight Financing Rate published on the applicable Reuters screen page plus a spread adjustment of 0.10 %, 0.15 % or 0.25 % depending on if we select a one-month, three-month or six-month interest period, respectively, for the applicable loan with a 0% floor), plus an applicable margin rate of 1.50 % for the first two full fiscal quarters after the date of the Credit Agreement Amendment, and thereafter at an applicable margin rate ranging from 1.125 % to 1.750 % based on our consolidated net leverage ratio. The Amended Credit Agreement also provides for other customary fees and charges, including an unused commitment fee with respect to the Revolving Credit Line ranging from 0.150 % to 0.200 % of the unused lending commitments under the Revolving Credit Line, based on our consolidated net leverage ratio. The Amended Credit Agreement contains customary covenants and restrictions, including covenants that require us to maintain a minimum interest coverage ratio, a maximum consolidated total consolidated net leverage ratio and to comply with laws, and restrictions on the ability to pay dividends, incur indebtedness or liens and make certain other distributions subject to baskets and exceptions, in each case, as specified therein. Failure to comply with these covenants would constitute an event of default under the Amended Credit Agreement, notwithstanding the ability of the company to meet its debt service obligations. The Credit Agreement includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement. In addition, we may increase the principal amount of the Revolving Credit Line or incur additional term loans under the Amended Credit Agreement in an aggregate principal amount such that on a pro forma basis after giving effect to such increase or additional term loans, we are in compliance with the financial covenants, subject to the satisfaction of specified conditions and additional caps in the event that the Credit Agreement is secured. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Presentation | Principles of Presentation The consolidated financial statements include all the accounts of the Company and its subsidiaries combined with the accounts of the affiliated professional contractors with which the Company currently has specific management arrangements. The Company’s agreements with affiliated professional contractors provide that the term of the arrangements are in most cases permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. The Company has the right to receive income, both as ongoing fees and as proceeds from the sale of its interest in the Company’s affiliated professional contractors, in an amount that fluctuates based on the performance of the affiliated professional contractors and the change in the fair value of the Company’s interest in the affiliated professional contractors. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the Company’s affiliated professional contractors and establishes the guidelines for the employment and compensation of the physicians. In addition, the agreements provide that the Company has the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of the Company’s affiliated professional contractors for a nominal amount. Separately, in its sole discretion, the Company has the right to assign its interest in the agreements. Based upon the provisions of these agreements, the Company has determined that the affiliated professional contractors are variable interest entities and that the Company is the primary beneficiary as defined in the accounting guidance for consolidation. All significant intercompany and interaffiliate accounts and transactions have been eliminated. During the year ended December 31, 2021, the Company made a $ 20.0 million investment in a pediatric primary, urgent care and telehealth company with which it plans to develop new, innovative pediatric primary urgent care clinics throughout the United States with the goal of significantly enhancing the provision of pediatric care. The Company's investment is recorded as a cost method investment because the Company does not exercise significant influence over the entity in which it invested. The Company is a party to a joint venture in which it owns a 37.5 % economic interest. The Company accounts for this joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control, this entity. The Company is also a party to a joint venture in which it owns a 51 % economic interest and for which it is deemed the primary beneficiary. The equity interest of the outside investor in the equity of this consolidated entity is accounted for and presented as noncontrolling interest on the Company’s Consolidated Balance Sheets. The results from operations attributable to the noncontrolling interest are presented separately on the Company’s Consolidated Statements of Income. In October 2019, the Company divested its management services organization, which operated as MedData, to allow the Company to focus on its core physician services business. The operating results of MedData are reported as discontinued operations in the Company’s Consolidated Statements of Income for the year ended December 31, 2019. In May 2020, the Company divested its anesthesiology services medical group. The operating results of this medical group are reported as discontinued operations in the Company’s Consolidated Statements of Income for the years ended December 31, 2020 and 2019. In December 2020, the Company divested its radiology services medical group. The operating results of this medical group are reported as discontinued operations in the Company’s Consolidated Statements of Income for the year ended December 31, 2020 and 2019. |
New Accounting Pronouncements | New Accounting Pronouncements In December 2019, accounting guidance related to income taxes was issued with the goal of enhancing and simplifying various aspects of the income tax accounting guidance, including requirements related to hybrid tax regimes, deferred taxes on step-up in tax basis of goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, deferred tax liabilities on outside basis differences, and interim-period accounting for enacted changes in tax law and certain year-to-date loss limitations. The guidance became effective for us on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. |
Accounting Estimates and Assumptions | Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 revenue and expenses during the reporting periods. Significant estimates and assumptions are involved in the calculation of the Company's allowance for contractual adjustments and uncollectibles on accounts receivable, liabilities for self-insured amounts and claims incurred but not reported related to the Company’s professional liability risks and the fair value of goodwill. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company has one reportable segment, which is also its single reporting unit, for purposes of presenting financial information in accordance with the accounting guidance for segment reporting. The following table summarizes the Company’s net revenue from continuing operations by service line (in percentages): Years Ended December 31, 2021 2020 2019 Neonatology and other pediatric subspecialties 77 % 77 % 78 % Maternal-fetal medicine 18 % 18 % 17 % Pediatric cardiology 5 % 5 % 5 % 100 % 100 % 100 % |
Revenue Recognition | Revenue Recognition Patient service revenue is recognized at the time services are provided by the Company’s affiliated physicians. The Company’s performance obligations related to the delivery of services to patients are satisfied at the time of service. Accordingly, there are no performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period with respect to patient service revenue. Almost all of the Company’s patient service revenue is reimbursed by GHC Programs and third-party insurance payors. Payments for services rendered to the Company’s patients are generally less than billed charges. The Company monitors its revenue and receivables from these sources and records an estimated contractual allowance to properly account for the anticipated differences between billed and reimbursed amounts. Accordingly, patient service revenue is presented net of an estimated provision for contractual adjustments and uncollectibles. The Company estimates allowances for contractual adjustments and uncollectibles on accounts receivable based upon historical experience and other factors, including days sales outstanding (“DSO”) for accounts receivable, evaluation of expected adjustments and delinquency rates, past adjustments and collection experience in relation to amounts billed, an aging of accounts receivable, current contract and reimbursement terms, changes in payor mix and other relevant information. Contractual adjustments result from the difference between the physician rates for services performed and the reimbursements by GHC Programs and third-party insurance payors for such services. Collection of patient service revenue the Company expects to receive is normally a function of providing complete and correct billing information to the GHC Programs and third-party insurance payors within the various filing deadlines and typically occurs within 30 to 60 days of billing. Some of the Company’s hospital agreements require hospitals to pay the Company administrative fees. Some agreements provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that the Company receives a specified minimum revenue level. The Company also receives fees from hospitals for administrative services performed by its affiliated physicians providing medical director or other services at the hospital. Accounts receivable are primarily amounts due under fee-for-service contracts from third-party payors, such as insurance companies, self-insured employers and patients and GHC Programs geographically dispersed throughout the United States and its territories. Concentration of credit risk relating to accounts receivable is limited by the number, diversity and geographic dispersion of the business units managed by the Company, as well as by the large number of patients and payors, including the various governmental agencies in the states in which the Company provides services. Receivables from GHC Programs made up approximately 21 % and 22 % of net accounts receivable related to continuing operations at December 31, 2021 and 2020 , respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as all highly liquid financial instruments with maturities of 90 days or less from the date of purchase. The Company’s cash equivalents typically consist of demand deposits, amounts on deposit in money market accounts, and funds invested in overnight repurchase agreements. Cash equivalent balances may, at certain times, exceed federally insured limits. Certain cash equivalents carried by the Company are subject to the fair value provisions of the accounting guidance for fair value measurements. See “Fair Value Measurements” below. |
Investments | Investments Investments consist primarily of corporate securities, municipal debt securities, federal home loan securities and certificates of deposit. The Company classifies its investments as available for sale. Although there is no stated expectation that the investments will be sold within one year , the investments are available for use, if needed, and accordingly are classified as short-term. Such investments are carried at fair value with any unrealized gains and losses reported as a component of other accumulated comprehensive income or loss. |
Property and Equipment | Property and Equipment Property and equipment are recorded at original purchase cost. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the underlying assets. Estimated useful lives are generally 30 years for buildings; three to seven years for medical equipment, computer equipment, software and furniture; and the lesser of the useful life or the remaining lease term for leasehold improvements and finance leases. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in earnings. |
Business Acquisitions | Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. In connection with certain acquisitions, the Company enters into agreements to pay additional amounts in cash or common stock based on the achievement of certain performance measures for up to five years ending after the acquisition dates. The Company measures this contingent consideration at fair value at the acquisition date and records such contingent consideration as a liability or equity on the Company’s Consolidated Balance Sheets on the acquisition date. The fair value of each contingent consideration liability is remeasured at each reporting period with any change in fair value recognized as income or expense within operations in the Company’s Consolidated Statements of Income. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company records acquired assets and assumed liabilities at their respective fair values under the acquisition method of accounting. Goodwill represents the excess of purchase price over the fair value of the net assets acquired. Intangible assets with finite lives, principally physician and hospital agreements, are recognized apart from goodwill at the time of acquisition based on the contractual-legal and separability criteria established in the accounting guidance. Intangible assets with finite lives are amortized on either an accelerated basis based on the annual undiscounted economic cash flows associated with the particular intangible asset or on a straight-line basis over their estimated useful lives. Intangible assets with finite lives are amortized over periods of one to 20 years . Goodwill is tested for impairment at a reporting unit level on at least an annual basis in accordance with the subsequent measurement provisions of the accounting guidance for goodwill. When testing goodwill for impairment, the Company may assess qualitative factors for its reporting units to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment and perform the quantitative goodwill impairment test. For 2021 and 2020, the Company elected to perform the qualitative assessment, focused on various factors including macroeconomic conditions, market trends, specific reporting unit financial performance and other entity specific events, to determine if it was more likely than not that the fair value of its single reporting unit exceeded its carrying value, including goodwill. For 2019, the Company bypassed the qualitative assessment and performed a quantitative test with any goodwill impairment measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company used income and market-based valuation approaches to determine the fair value of its single continuing operations reporting unit. These approaches focused on discounted cash flows and revenue and EBITDA multiples based on the Company's market capitalization to derive the fair value of the reporting unit. Significant assumptions used in these valuations included the weighted average cost of capital discount factor, revenue growth rates and revenue and EBITDA multiples. For both the qualitative and quantitative approaches, the Company considered the economic outlook for the healthcare services industry and various other factors during the testing process, including hospital and physician contract changes, local market developments, changes in third-party payor payments, and other publicly available information. The Company completed annual impairment tests for its continuing operations in the third quarter of 2021, 2020 and 2019 and determined that goodwill was not impaired. See Note 8 – Goodwill and Intangible Assets for more information. |
Long-Lived Assets | Long-Lived Assets The Company is required to evaluate long-lived assets, including intangible assets subject to amortization, whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. The recoverability of such assets is measured by a comparison of the carrying value of the assets to the future undiscounted cash flows before interest charges to be generated by the assets. If long-lived assets are impaired, the impairment to be recognized is measured as the excess of the carrying value over the fair value. Long-lived assets held for disposal are reported at the lower of the carrying value or fair value less disposal costs. The Company does not believe there are any indicators that would require an adjustment to such assets or their estimated periods of recovery at December 31, 2021 pursuant to current accounting standards. |
Common Stock Repurchases | Common Stock Repurchases The Company repurchases shares of its common stock as authorized from time to time by its Board of Directors. The Company treats repurchased shares of its common stock as retired as any repurchased shares become authorized but unissued shares. The reacquisition cost of repurchased shares is recorded as a reduction in the respective components of shareholders’ equity |
Professional Liability Coverage | Professional Liability Coverage The Company maintains professional liability insurance policies with third-party insurers generally on a claims-made basis, subject to deductibles or self-insured retention, exclusions and other restrictions. The Company’s self-insured retention under its professional liability insurance program is maintained primarily through a wholly owned captive insurance subsidiary. The Company records an estimate of liabilities for self-insured amounts and claims incurred but not reported based on an actuarial valuation using historical loss information, claim emergence patterns and various actuarial assumptions. Liabilities for claims incurred but not reported are not discounted. |
Income Taxes | Income Taxes The Company records deferred income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. If it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided against such deferred tax assets. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The accounting guidance for uncertain tax positions prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also requires policy disclosures regarding penalties and interest and extensive disclosures regarding increases and decreases in uncertain tax positions as a result of tax positions taken in a current or prior period, settlements with taxing authorities and any lapse of an applicable statute of limitations. Additional qualitative discussion is required for any tax position that may result in a significant increase or decrease in uncertain tax positions within a 12-month period from the Company's reporting date. |
Stock Incentive Plans | Stock Incentive Plans The Company grants stock-based awards consisting primarily of restricted stock to key employees under its Amended and Restated 2008 Incentive Compensation Plan. The Company measures the cost of employee services received in exchange for stock-based awards based on grant-date fair value and allocates the resulting compensation expense over the corresponding requisite service period using the graded vesting attribution method. The Company also performs analyses to estimate forfeitures of stock-based awards on an annual basis and adjusts the estimates as necessary based on the number of awards that ultimately vest. |
Net Income Per Common Share | Net Income Per Common Share Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of outstanding restricted stock, deferred stock and stock options and is calculated using the treasury stock method. |
Fair Value Measurements | Fair Value Measurements The accounting guidance establishes a fair value hierarchy that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Net Revenue by Service Line | The following table summarizes the Company’s net revenue from continuing operations by service line (in percentages): Years Ended December 31, 2021 2020 2019 Neonatology and other pediatric subspecialties 77 % 77 % 78 % Maternal-fetal medicine 18 % 18 % 17 % Pediatric cardiology 5 % 5 % 5 % 100 % 100 % 100 % |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments that are accounted for at fair value on a recurring basis at December 31, 2021 and 2020 (in thousands): Fair Value Fair Value Category December 31, December 31, Assets: Money market funds Level 1 $ 2,442 $ 1,010 Short-term investments Level 2 99,715 104,870 Mutual funds Level 1 18,542 15,841 |
Financial Instruments Measured At Carrying Amount | The following table presents information about the Company’s financial instruments that are not carried at fair value at December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Carrying Amount Fair Carrying Amount Fair Liabilities: 2023 Notes — — 750,000 756,225 2027 Notes 1,000,000 1,047,190 1,000,000 1,070,000 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | Investments held are summarized as follows (in thousands): December 31, 2021 2020 Corporate securities $ 72,964 $ 71,095 Municipal debt securities 13,215 18,707 Federal home loan securities 3,927 8,017 U.S. Treasury securities 5,205 1,060 Certificates of deposit 4,404 5,991 $ 99,715 $ 104,870 |
Accounts Receivable and Net R_2
Accounts Receivable and Net Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): December 31, 2021 2020 Gross accounts receivable $ 1,393,584 $ 1,106,394 Allowance for contractual adjustments and ( 1,091,809 ) ( 864,463 ) $ 301,775 $ 241,931 |
Schedule of Net Revenue | Net revenue consists of the following (in thousands): Years Ended December 31, 2021 2020 2019 Net patient service revenue $ 1,641,323 $ 1,481,331 $ 1,567,624 Hospital contract administrative fees 240,022 218,495 197,340 Other revenue 29,846 34,125 14,795 $ 1,911,191 $ 1,733,951 $ 1,779,759 |
Schedule of Percentage of Net Revenue | The following is a summary of the Company’s payor mix, expressed as a percentage of net revenue, exclusive of administrative fees and other miscellaneous revenue, for the periods indicated: Years Ended December 31, 2021 2020 2019 Contracted managed care 68 % 68 % 68 % Government 25 % 27 % 26 % Other third-parties 5 % 4 % 5 % Private-pay patients 2 % 1 % 1 % 100 % 100 % 100 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2021 2020 Building $ 8,286 $ 26,934 Land 2,032 6,683 Equipment and other 224,524 203,017 234,842 236,634 Accumulated depreciation ( 164,688 ) ( 160,443 ) $ 70,154 $ 76,191 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net, consist of the following (in thousands): December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Physician and hospital agreements $ 101,542 $ ( 83,440 ) $ 18,102 Other technology 7,801 ( 4,338 ) 3,463 $ 109,343 $ ( 87,778 ) $ 21,565 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Physician and hospital agreements $ 107,246 $ ( 83,089 ) $ 24,157 Other technology 5,197 ( 2,712 ) 2,485 $ 112,443 $ ( 85,801 ) $ 26,642 |
Amortization Expenses for Existing Intangible Assets for the Next Five Years | Amortization expense for existing intangible assets for the next five years is expected to be as follows (in thousands): 2022 $ 5,591 2023 4,787 2024 3,019 2025 1,814 2026 1,158 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2021 2020 Accounts payable $ 36,645 $ 59,771 Accrued salaries and incentive compensation 213,974 184,849 Accrued payroll taxes and benefits 34,994 43,945 Accrued professional liabilities 37,729 50,607 Accrued interest 29,052 32,721 Other accrued expenses 41,724 51,290 $ 394,118 $ 423,183 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease Related Assets And Liabilities And Other Related Information | The table below presents the operating lease-related right-of-use assets and related liabilities recorded on the Company’s balance sheet and the weighted average remaining lease term and discount rate as of December 31, 2021 and 2020 (dollars in thousands): December 31, 2021 2020 Assets: Operating lease right-of-use assets $ 51,283 $ 44,926 Liabilities: Current portion of operating lease liabilities 19,684 18,933 Long-term portion of operating lease liabilities 41,396 40,970 Other Information: Weighted-average remaining lease term 3.7 years 4.0 years Weighted average discount rate 4.7 % 5.0 % |
Lease, Cost | The table below presents certain information related to the lease costs for operating leases during the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Operating lease costs $ 19,907 $ 20,972 Variable lease costs 5,060 4,519 Other operating lease costs 4,235 4,812 Total operating lease costs $ 29,202 $ 30,303 |
Operating Leases Cash Flow Related Information | The table below presents supplemental cash flow information related to operating leases during the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Operating cash flows for operating leases $ 34,054 $ 27,933 |
Lessee, Operating Lease, Liability, Maturity | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 20,339 2023 18,110 2024 13,488 2025 8,100 2026 4,373 Thereafter 9,249 Total minimum lease payments 73,659 Less: Amount of payments representing interest ( 12,579 ) Present value of future minimum lease payments 61,080 Less: Current obligations ( 19,684 ) Long-term portion of operating leases $ 41,396 |
Accrued Professional Liabilit_2
Accrued Professional Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Health Care Organizations [Abstract] | |
Schedule of Accrued Professional Liability | The activity related to the Company’s accrued professional liability for continuing operations, excluding the retained professional liabilities related to the Company’s former anesthesiology and radiology medical groups, for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Balance at beginning of year $ 174,803 $ 151,397 $ 128,799 Liabilities recognized, offset by insurance ( 2,299 ) 3,922 10,354 Provision (adjustment) for losses related to: Current year 56,016 45,674 42,733 Prior years ( 14,231 ) ( 1,551 ) ( 7,766 ) Total provision for losses 41,785 44,123 34,967 Claim payments related to: Current year ( 59 ) ( 59 ) ( 33 ) Prior years ( 24,103 ) ( 24,580 ) ( 22,690 ) Total payments ( 24,162 ) ( 24,639 ) ( 22,723 ) Balance at end of year $ 190,127 $ 174,803 $ 151,397 |
Line of Credit, Long-Term Deb_2
Line of Credit, Long-Term Debt and Finance Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The carrying value of the Company’s long-term debt was $ 989.7 million and $ 1.7 billion at December 31, 2021 and 2020, respectively, and consisted of the following (in thousands): December 31, 2021 Principal Unamortized Debt Issuance Costs Total Senior notes $ 1,000,000 $ ( 9,712 ) $ 990,288 Revolving line of credit — ( 628 ) ( 628 ) Total $ 1,000,000 $ ( 10,340 ) $ 989,660 December 31, 2020 Principal Unamortized Debt Issuance Costs Total Senior notes $ 1,750,000 $ ( 16,343 ) $ 1,733,657 Revolving line of credit — ( 2,260 ) ( 2,260 ) Total $ 1,750,000 $ ( 18,603 ) $ 1,731,397 |
Summary of Estimated Fair Value of Notes | The estimated fair value of the Company’s 2023 Notes and 2027 Notes were estimated using trading prices as of December 31, 2021 and 2020, respectively, as Level 2 inputs to estimate fair value for relevant periods and are summarized as follows (in thousands): December 31, 2021 2020 2023 Notes $ — $ 756,225 2027 Notes 1,047,190 1,070,000 |
Schedule of Financial Lease Obligations | The Company’s finance lease obligations, related to equipment used in its newborn hearing screen program, consist of the following (in thousands): December 31, 2021 2020 Finance lease obligations $ 14,178 $ 11,118 Less: Current portion ( 2,490 ) ( 2,219 ) Long-term portion $ 11,688 $ 8,899 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Provision | The components of the income tax provision (benefit) are as follows (in thousands): December 31, 2021 2020 2019 Federal: Current $ 41,592 $ ( 16,610 ) $ 63,697 Deferred ( 20,373 ) 28,719 ( 45,660 ) 21,219 12,109 18,037 State: Current 16,888 ( 2,954 ) 8,561 Deferred ( 10,866 ) 7,573 ( 10,022 ) 6,022 4,619 ( 1,461 ) Total $ 27,241 $ 16,728 $ 16,576 |
Schedule of Differences Between Effective Rate and United States Federal Income Tax Statutory Rate | The differences between the effective rate and the United States federal income tax statutory rate are as follows: December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 4.72 24.34 6.45 Non-deductible expenses 3.42 60.44 3.98 Equity compensation adjustments 0.77 98.61 6.45 Change in accrual estimates relating to ( 1.08 ) 4.22 ( 9.63 ) Change in valuation allowance ( 0.26 ) 23.67 0.39 Other, net ( 0.46 ) 1.71 ( 0.45 ) Change in tax law ( 7.97 ) ─ ─ Income tax provision 20.14 % 233.99 % 28.19 % |
Significant Components of Deferred Income Tax Assets and Liabilities | All of the Company’s deferred tax assets and liabilities are classified as long-term. The significant components of deferred income tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Allowance for uncollectible accounts $ 135,280 $ 79,755 Reserves and accruals 55,549 64,445 Stock-based compensation 3,303 7,517 Operating loss and other carryforwards 29,045 16,767 Capital loss carryforwards 428,805 447,854 Operating lease assets 18,960 15,042 Property and equipment 1,967 3,044 Other 686 571 Deferred tax assets before valuation 673,595 634,995 Less: Valuation allowance ( 441,529 ) ( 458,708 ) Deferred tax assets, net of valuation 232,066 176,287 Gross deferred tax liabilities: Amortization ( 168,505 ) ( 152,969 ) Accounting method changes — ( 16,352 ) Operating lease liabilities ( 16,439 ) ( 14,057 ) Other ( 187 ) ( 183 ) Total deferred tax liabilities ( 185,131 ) ( 183,561 ) Net deferred tax (liabilities) assets $ 46,935 $ ( 7,274 ) |
Schedule of Activity Related to Gross Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s liability for uncertain tax positions for the years ended December 31, 2021, 2020 and 2019 (in thousands): Years Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,168 $ 7,409 $ 11,185 Increases related to prior year tax — — 369 Decreases related to prior year tax — ( 1,041 ) — Increases related to current year tax 900 100 1,700 Decreases related to divestitures — ( 300 ) — Decreases related to lapse of statutes ( 2,140 ) — ( 5,845 ) Balance at end of year $ 4,928 $ 6,168 $ 7,409 |
Common and Common Equivalent _2
Common and Common Equivalent Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share | The calculation of shares used in the basic and diluted net income per share calculation for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Weighted average number of common 84,832 83,395 83,495 Weighted average number of dilutive common (a) 996 — 516 Weighted average number of common and common 85,828 83,395 84,011 Antidilutive securities not included in the diluted 11 1,034 516 (a) Due to a loss from continuing operations for the year ended December 31, 2020, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Sto_2
Stock Incentive Plans and Stock Purchase Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock and Deferred Stock Awards | The activity related to the Company's restricted stock awards and the corresponding weighted average grant-date fair values for the year ended December 31, 2021 are as follows: Number of Weighted Non-vested shares at January 1, 2021 1,211,117 $ 30.97 Awarded 736,477 $ 25.17 Forfeited ( 55,378 ) $ 28.20 Vested ( 748,410 ) $ 33.55 Non-vested shares at December 31, 2021 1,143,806 $ 25.68 |
Schedule of Activity and Certain Other Information Related to Stock Option Awards | The activity and certain other information related to the Company’s outstanding stock option awards for the year ended December 31, 2021 are as follows: Number of Weighted Weighted Average Aggregate Intrinsic Outstanding at January 1, 2021 999,291 $ 17.30 Awarded — Exercised ( 95,000 ) $ 17.65 Expired ( 16,560 ) $ 36.25 — Outstanding at December 31, 2021 887,731 $ 16.91 1.88 $ 9.1 Exercisable at December 31, 2021 887,731 $ 16.91 1.88 $ 9.1 |
Coronavirus Pandemic ("COVID-_2
Coronavirus Pandemic ("COVID-19") - Additional Information (Detail) - USD ($) $ in Millions | Mar. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2020 |
Line of credit remaining borrowing capacity | $ 599.9 | |||
Credit Agreement [Member] | Maximum [Member] | ||||
Leverage ratio | 5.00:1:00 | |||
Credit Agreement [Member] | Minimum [Member] | ||||
Leverage ratio | 4.50:1:00 | |||
Letters of Credit [Member] | ||||
Letters of credit | 0.1 | |||
Forecast For Fourth Quarter Of 2020 [Member] | Credit Agreement [Member] | ||||
Leverage ratio | 4.75:1:00 | |||
Forecast For First Quarter Of 2021 [Member] | Credit Agreement [Member] | ||||
Leverage ratio | 2020 | |||
COVID-19 [Member] | ||||
Reimbursement of Lost Revenue | $ 100,000 | |||
Proceeds From Contribution In Aid Of Reimbursement of Lost Revenue | $ 26.1 | $ 22 | ||
COVID-19 [Member] | Rural Area [Member] | ||||
Reimbursement of Lost Revenue | $ 70,000 | |||
COVID-19 [Member] | Two Thousand Twenty Tax Year [Member] | ||||
Percentage Of Refund Of Income Tax At The Prior Period Corporate Tax Rate | 35.00% | |||
COVID-19 [Member] | Executive Officer [Member] | ||||
Decrease In Salary | % | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Investment in pediatric primary, urgent care and telehealth company | $ 20 | |
Cash and cash equivalents maturity description | 90 | |
Additional amounts to be paid in cash or common stock based on achievement of performance measures within period, maximum years | 5 years | |
Unnamed Corporate Joint Venture One [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equity method ownership percentage in joint venture | 37.50% | |
Unnamed Corporate Joint Venture Two [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equity method ownership percentage in joint venture | 51.00% | |
Buildings [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 30 years | |
United States [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of net accounts receivable | 21.00% | 22.00% |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Short-Term investments maturity period, in years | 1 year | |
Intangible assets finite lives | 20 years | |
Maximum [Member] | Medical Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 7 years | |
Maximum [Member] | Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 7 years | |
Maximum [Member] | Software and Software Development Costs [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 7 years | |
Maximum [Member] | Furniture [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 7 years | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets finite lives | 1 year | |
Minimum [Member] | Medical Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 3 years | |
Minimum [Member] | Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 3 years | |
Minimum [Member] | Software and Software Development Costs [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 3 years | |
Minimum [Member] | Furniture [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives, years | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net Revenue by Service Line (Detail) - Product Concentration Risk [Member] - Sales Revenue, Services, Net [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 100.00% | 100.00% | 100.00% |
Neonatology and Other Pediatric Subspecialties [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 77.00% | 77.00% | 78.00% |
Maternal-Fetal Medicine [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 18.00% | 18.00% | 17.00% |
Pediatric Cardiology [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 5.00% | 5.00% | 5.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of fair value on a recurring basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Money market funds | $ 2,442 | $ 1,010 |
Mutual funds | 18,542 | 15,841 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Short-term investments | $ 99,715 | $ 104,870 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of financial instruments that are not carried at fair value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2023 Notes [Member] | ||
Liabilities: | ||
Notes Payable | $ 750,000 | |
Liabilities: | ||
Notes Payable Fair Value Disclosure | 756,225 | |
2027 Notes [Member] | ||
Liabilities: | ||
Notes Payable | 1,000,000 | 1,000,000 |
Liabilities: | ||
Notes Payable Fair Value Disclosure | $ 1,047,190 | $ 1,070,000 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | $ 99,715 | $ 104,870 |
Corporate Securities [Member] | ||
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | 72,964 | 71,095 |
Municipal Debt Securities [Member] | ||
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | 13,215 | 18,707 |
Federal Home Loan Securities [Member] | ||
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | 3,927 | 8,017 |
Certificates of Deposit [Member] | ||
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | 4,404 | 5,991 |
US Treasury Securities [Member] | ||
Schedule of Avaliable-For-Sale Securities [Line Items] | ||
Available-for-sale Securities | $ 5,205 | $ 1,060 |
Accounts Receivable and Net R_3
Accounts Receivable and Net Revenue - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,393,584 | $ 1,106,394 |
Allowance for contractual adjustments and uncollectibles | (1,091,809) | (864,463) |
Accounts receivable, net | $ 301,775 | $ 241,931 |
Accounts Receivable and Net R_4
Accounts Receivable and Net Revenue - Schedule of Net Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Abstract] | |||
Net revenue | $ 1,911,191 | $ 1,733,951 | $ 1,779,759 |
Net patient service revenue [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Net revenue | 1,641,323 | 1,481,331 | 1,567,624 |
Hospital contract administrative fees [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Net revenue | 240,022 | 218,495 | 197,340 |
Other revenue [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Net revenue | $ 29,846 | $ 34,125 | $ 14,795 |
Accounts Receivable and Net R_5
Accounts Receivable and Net Revenue - Schedule of Net Patient Service Revenue by Type of Payor (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Percentage of net patient service revenue | 100.00% | 100.00% | 100.00% |
Contracted Managed Care [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Percentage of net patient service revenue | 68.00% | 68.00% | 68.00% |
Government [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Percentage of net patient service revenue | 25.00% | 27.00% | 26.00% |
Other Third-Parties [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Percentage of net patient service revenue | 5.00% | 4.00% | 5.00% |
Private-Pay Patients [Member] | |||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||
Percentage of net patient service revenue | 2.00% | 1.00% | 1.00% |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Building | $ 8,286 | $ 26,934 |
Land | 2,032 | 6,683 |
Equipment and other | 224,524 | 203,017 |
Property and equipment, gross | 234,842 | 236,634 |
Accumulated depreciation | (164,688) | (160,443) |
Property and equipment, net | $ 70,154 | $ 76,191 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Recorded depreciation expense | $ 21.6 | $ 19.3 | $ 18.7 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)Number | Dec. 31, 2020USD ($)Number | |
Business Acquisition [Line Items] | ||
Number of Pediatric Neurology Practices Acquired | Number | 2 | |
Number of Maternal Fetal Medicine Practices Acquired | Number | 1 | |
Number Of Pediatric Intensivist Practice Acquired | Number | 1 | |
Number Of Obstetrics And Gynecology Practices Acquired | Number | 1 | |
Number Of Physician Group Practices Acquired | Number | 9 | |
Number Of Neonatology Practices Acquired | Number | 1 | |
Number Of Pediatric Subspecialty Practices Acquired | Number | 1 | 1 |
Number Of Pediatric Cardiology Acquired | Number | 1 | |
Pediatric Subspecialty Practice [Member] | ||
Business Acquisition [Line Items] | ||
Total business acquisition consideration | $ 2.1 | |
Goodwill | 0.8 | |
Other intangible assets | 1.3 | |
Business acquisition consiideration paid in cash | 1.9 | |
Business acquisitions contingent consideration liability | $ 0.2 | |
Multi Location Pediatric Urgent Care Practice [Member] | ||
Business Acquisition [Line Items] | ||
Number of other pediatric orthopedic practice acquired | Number | 1 | |
Pediatric Orthopedic Multi Location Urgent Care Cardiology Neurology And Maternal Fetal Medicine Practice [Member] | ||
Business Acquisition [Line Items] | ||
Total business acquisition consideration | $ 34.9 | |
Goodwill | 27.9 | |
Other intangible assets | 3.5 | |
Fixed assets | 3.5 | |
Business acquisition consiideration paid in cash | 29.9 | |
Business acquisitions contingent consideration liability | $ 5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Other Intangible Assets [Line Items] | |||
Goodwill | $ 1,505,430 | $ 1,477,968 | |
Intangible assets related to acquisitions | 3,500 | ||
Amortization expense for intangible assets | $ 8,000 | $ 7,600 | $ 7,300 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 109,343 | $ 112,443 |
Accumulated Amortization | (87,778) | (85,801) |
Net Carrying Value | 21,565 | 26,642 |
Physician And Hospital Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 101,542 | 107,246 |
Accumulated Amortization | (83,440) | (83,089) |
Net Carrying Value | 18,102 | 24,157 |
Other Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,801 | 5,197 |
Accumulated Amortization | (4,338) | (2,712) |
Net Carrying Value | $ 3,463 | $ 2,485 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization Expenses for Existing Intangible Assets for the Next Five Years (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense for existing other intangible assets, 2022 | $ 5,591 |
Amortization expense for existing other intangible assets, 2023 | 4,787 |
Amortization expense for existing other intangible assets, 2024 | 3,019 |
Amortization expense for existing other intangible assets, 2025 | 1,814 |
Amortization expense for existing other intangible assets, 2026 | $ 1,158 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) from discontinued operations | $ 22,950 | $ (786,908) | $ (1,539,910) |
Deferred Tax Assets, Gross | 673,595 | 634,995 | |
Divestiture Of Meddata [Member] | |||
Income (loss) from discontinued operations | 5,800 | 347,600 | |
Radiology Services Medical Group [Member] | |||
Non-cash charge against goodwill | 47,000 | 117,900 | |
Preliminary gain loss on sale | 4,000 | 36,400 | |
Net Revenue | 451,400 | 489,400 | |
Operating Income From Discontinued Operations | 73,600 | 75,300 | |
Loss from Discontinued Operations | 63,800 | 72,800 | |
Anesthesiology Services Medical Group [Member] | |||
Non-cash charge against goodwill | 1,330,000 | ||
Preliminary gain loss on sale | 26,900 | 663,700 | |
Net Revenue | 379,400 | 1,250,000 | |
Operating Income From Discontinued Operations | 716,300 | 1,230,000 | |
Loss from Discontinued Operations | $ 717,200 | $ 1,120,000 | |
Deferred Tax Assets, Gross | 17,000 | ||
Income Taxes Receivable | 24,000 | ||
Loss Carryback Provisions | $ 9,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 36,645 | $ 59,771 |
Accrued salaries and incentive compensation | 213,974 | 184,849 |
Accrued payroll taxes and benefits | 34,994 | 43,945 |
Accrued professional liabilities | 37,729 | 50,607 |
Accrued interest | 29,052 | 32,721 |
Other accrued expenses | 41,724 | 51,290 |
Accounts payable and accrued expenses, total | $ 394,118 | $ 423,183 |
Operating Leases - Schedule of
Operating Leases - Schedule of operating lease-related right-of-use assets and related liabilities recorded on the Company's balance sheet and the weighted average remaining lease term and discount rate (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Right Of Use Assets | Operating And Finance Lease Right Of Use Assets |
Operating lease right-of-use assets | $ 51,283 | $ 44,926 |
Liabilities: | ||
Current portion of operating lease liabilities | $ 19,684 | $ 18,933 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of operating lease liabilities | Current portion of operating lease liabilities |
Operating Lease, Liability, Noncurrent | $ 41,396 | $ 40,970 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Noncurrent | Operating Lease, Liability, Noncurrent |
Other Information: | ||
Weighted-average remaining lease term | 3 years 8 months 12 days | 4 years |
Weighted average discount rate | 4.70% | 5.00% |
Operating Leases - Schedule o_2
Operating Leases - Schedule of lease costs for operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease costs | $ 19,907 | $ 20,972 |
Variable lease costs | 5,060 | 4,519 |
Other operating lease costs | 4,235 | 4,812 |
Total operating lease costs | $ 29,202 | $ 30,303 |
Operating Leases - Schedule o_3
Operating Leases - Schedule of supplemental cash flow information related to operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating cash flows for operating leases | $ 34,054 | $ 27,933 |
Operating Leases - Schedule o_4
Operating Leases - Schedule of operating lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 20,339 | |
2023 | 18,110 | |
2024 | 13,488 | |
2025 | 8,100 | |
2026 | 4,373 | |
Thereafter | 9,249 | |
Total minimum lease payments | 73,659 | |
Less: Amount of payments representing interest | (12,579) | |
Present value of future minimum lease payments | 61,080 | |
Less: Current obligations | (19,684) | $ (18,933) |
Long-term portion of operating leases | $ 41,396 | $ 40,970 |
Accrued Professional Liabilit_3
Accrued Professional Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Total accrued professional liability | $ 308,800 | $ 315,900 |
Accrued professional liability incurred but loss reserves not reported for claims | 211,200 | 222,900 |
Accrued professional liability incurred and loss reserves reported for claims | 97,600 | 93,000 |
Accrued professional liabilities | 37,729 | $ 50,607 |
Insurance receivables | $ 58,100 |
Accrued Professional Liabilit_4
Accrued Professional Liabilities - Schedule of Accrued Professional Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |||
Balance at beginning of year | $ 174,803 | $ 151,397 | $ 128,799 |
Liabilities recognized, offset by insurance Receivable | (2,299) | 3,922 | 10,354 |
Provision (adjustment) for losses related to Current year | 56,016 | 45,674 | 42,733 |
Provision (adjustment) for losses related to Prior years | (14,231) | (1,551) | (7,766) |
Total provision for losses | 41,785 | 44,123 | 34,967 |
Claim payments related to Current year | (59) | (59) | (33) |
Claim payments related to Prior years | (24,103) | (24,580) | (22,690) |
Total payments | (24,162) | (24,639) | (22,723) |
Balance at end of year | $ 190,127 | $ 174,803 | $ 151,397 |
Line of Credit, Long-Term Deb_3
Line of Credit, Long-Term Debt and Finance Lease Obligations - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 25, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 11, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date description | payable semi-annually in arrears on January 15 and July 15 | ||||||||
Long term debt | $ 989,700 | $ 1,700,000 | |||||||
Line of Credit facility, available balance | 599,900 | ||||||||
Unsecured Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Decrease in unsecured revolving credit facility | $ 600,000 | ||||||||
Line of Credit facility, current borrowing capacity | $ 450,000 | ||||||||
Letters of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding amount | $ 100 | ||||||||
5.25% Senior Unsecured Notes Due 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of debt | $ 750,000 | ||||||||
Debt instrument, maturity year | 2023 | ||||||||
6.25% Senior Unsecured Notes Due 2027 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of debt | $ 500,000 | $ 500,000 | |||||||
Debt instrument interest rate | 6.25% | ||||||||
Debt instrument, maturity year | 2027 | ||||||||
Long term debt | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Interest accrued periodically | $ 62,500 | ||||||||
Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit facility, borrowing capacity | $ 300,000 | ||||||||
Estimated EBITDA | $ 139,200 | ||||||||
Credit Agreement [Member] | Forecast For First Quarter Of 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 2020 | ||||||||
Credit Agreement [Member] | Forecast For Fourth Quarter Of 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 4.75:1:00 | ||||||||
Credit Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 4.50:1:00 | ||||||||
Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 5.00:1:00 |
Line of Credit, Long-Term Deb_4
Line of Credit, Long-Term Debt and Finance Lease Obligations - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument principal amount | $ 1,000,000 | $ 1,750,000 |
Unamortized debt issuance cost | (10,340) | (18,603) |
Long term debt | 989,660 | 1,731,397 |
5.25% Senior Unsecured Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument principal amount | 1,000,000 | 1,750,000 |
Unamortized debt issuance cost | (9,712) | (16,343) |
Long term debt | 990,288 | 1,733,657 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument principal amount | 0 | 0 |
Unamortized debt issuance cost | (628) | (2,260) |
Long term debt | $ 628 | $ (2,260) |
Line of Credit, Long-Term Deb_5
Line of Credit, Long-Term Debt and Finance Lease Obligations - Summary of Estimated Fair Value of Notes (Detail) - Level 2 [Member] - Estimate of Fair Value Measurement [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
5.25% Senior Unsecured Notes Due 2023 [Member] | ||
Debt Instrument Fair Value [Line Items] | ||
Estimated fair value | $ 0 | $ 756,225 |
6.25% Senior Unsecured Notes Due 2027 [Member] | ||
Debt Instrument Fair Value [Line Items] | ||
Estimated fair value | $ 1,047,190 | $ 1,070,000 |
Line of Credit, Long-Term Deb_6
Line of Credit, Long-Term Debt and Financial Lease Obligations - Schedule of Financial Lease Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Finance lease obligations | $ 14,178 | $ 11,118 |
Less: Current portion | $ (2,490) | $ (2,219) |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Noncurrent | Operating Lease, Liability, Noncurrent |
Long-term portion | $ 11,688 | $ 8,899 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal, Current | $ 41,592 | $ (16,610) | $ 63,697 |
Federal, Deferred | (20,373) | 28,719 | (45,660) |
Federal income tax provision, Total | 21,219 | 12,109 | 18,037 |
State, Current | 16,888 | (2,954) | 8,561 |
State, Deferred | (10,866) | 7,573 | (10,022) |
State income tax provision, Total | 6,022 | 4,619 | (1,461) |
Income tax provision, Total | $ 27,241 | $ 16,728 | $ 16,576 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax [Line Items] | |||||
Effective tax rate | 20.14% | 233.99% | 28.19% | ||
Income tax expense for excess tax deficiencies | $ 1,000 | $ 7,100 | $ 3,800 | ||
Net operating loss carryforwards for federal and state tax | 61,700 | 35,400 | 31,500 | ||
Operating loss carryforwards subject to expiration | 25,100 | ||||
Operating loss carryforwards not subject to expiration | 36,600 | ||||
Uncertain tax position liability | 4,928 | 6,168 | $ 7,409 | $ 11,185 | |
Unrecognized tax benefits that would impact effective tax rate | 4,900 | ||||
Increase (decrease) in uncertain tax position | 1,200 | 1,200 | |||
Company's accrued liability for interest and penalties related to income tax liabilities | 800 | 1,000 | |||
Deferred tax assets | 46,935 | 7,274 | |||
Net deferred tax liabilities | 7,300 | ||||
Capital losses incurred | 1,610,000 | ||||
Capital loss carryforwards | 1,680,000 | ||||
Income Tax , Penalties and Interest Expense | 400 | $ 500 | |||
Benefit related to a change in estimate of an income tax receivable | $ 10,800 | ||||
Federal tax rate | 21.00% | 21.00% | 21.00% | ||
Increase in net deferred tax assets | $ 54,200 | ||||
Radiology Services Medical Group [Member] | |||||
Income Tax [Line Items] | |||||
Capital losses incurred | $ 45,100 | ||||
Anesthesiology Services Medical Group [Member] | |||||
Income Tax [Line Items] | |||||
Capital losses incurred | $ 1,570,000 | ||||
Earliest Tax Year [Member] | |||||
Income Tax [Line Items] | |||||
Federal and state income tax examinations | 2015 | ||||
Latest Tax Year [Member] | |||||
Income Tax [Line Items] | |||||
Federal and state income tax examinations | 2020 | ||||
2020 [Member] | |||||
Income Tax [Line Items] | |||||
Federal tax rate | 35.00% | ||||
Scenario, Forecast [Member] | |||||
Income Tax [Line Items] | |||||
Increase (decrease) in uncertain tax position | $ 2,000 | ||||
Minimum [Member] | |||||
Income Tax [Line Items] | |||||
Expiration period of operating loss carryforwards | 2022 | ||||
Maximum [Member] | |||||
Income Tax [Line Items] | |||||
Expiration period of operating loss carryforwards | 2041 |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Differences Between Effective Rate and United States Federal Income Tax Statutory Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | 21.00% | 21.00% | 21.00% |
State income tax, net of federal benefit | 4.72% | 24.34% | 6.45% |
Non-deductible expenses | 3.42% | 60.44% | 3.98% |
Equity compensation adjustments | 0.77% | 98.61% | 6.45% |
Change in accrual estimates relating to uncertain tax positions | (1.08%) | 4.22% | (9.63%) |
Change in valuation allowance | (0.26%) | 23.67% | 0.39% |
Other, net | (0.46%) | 1.71% | (0.45%) |
Change in tax law | (7.97%) | ||
Income tax provision | 20.14% | 233.99% | 28.19% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Allowance for uncollectible accounts | $ 135,280 | $ 79,755 |
Reserves and accruals | 55,549 | 64,445 |
Stock-based compensation | 3,303 | 7,517 |
Operating loss and other carryforwards | 29,045 | 16,767 |
Capital loss carryforwards | 428,805 | 447,854 |
Operating lease assets | 18,960 | 15,042 |
Property and equipment | 1,967 | 3,044 |
Other | 686 | 571 |
Deferred tax assets before valuation allowance | 673,595 | 634,995 |
Less: Valuation allowance | (441,529) | (458,708) |
Deferred tax assets, net of valuation allowance | 232,066 | 176,287 |
Gross deferred tax liabilities: | ||
Amortization | (168,505) | (152,969) |
Accounting method changes | 0 | (16,352) |
Operating lease liabilities | (16,439) | (14,057) |
Other | (187) | (183) |
Total deferred tax liabilities | (185,131) | (183,561) |
Net deferred tax (liabilities) assets | $ (46,935) | $ (7,274) |
Income Taxes - Schedule of Acti
Income Taxes - Schedule of Activity Related to Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 6,168 | $ 7,409 | $ 11,185 |
Increases related to prior year tax positions | 369 | ||
Decreases related to prior year tax positions | (1,041) | ||
Increases related to current year tax positions | 900 | 100 | 1,700 |
Decreases related to divestitures | (300) | ||
Decreases related to lapse of statutes of limitation | (2,140) | (5,845) | |
Balance at end of year | $ 4,928 | $ 6,168 | $ 7,409 |
Common and Common Equivalent _3
Common and Common Equivalent Shares - Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share (Detail) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share [Abstract] | ||||
Weighted average number of common shares outstanding | 84,832 | 83,395 | 83,495 | |
Weighted average number of dilutive common share equivalents | 996 | 0 | [1] | 516 |
Weighted average number of common and common equivalent shares outstanding | 85,828 | 83,395 | 84,011 | |
Antidilutive securities not included in the diluted net income per common share calculation | 11 | 1,034 | 516 | |
[1] | Due to a loss from continuing operations for the year ended December 31, 2020, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Sto_3
Stock Incentive Plans and Stock Purchase Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 12, 2021 | May 11, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 736,477 | ||||
Common stock, aggregate shares authorized | 200,000,000 | 200,000,000 | |||
Stock-based compensation expense | $ 19,000 | $ 21,100 | $ 33,400 | ||
Aggregate fair value of restricted and deferred stocks vested | $ 25,100 | $ 59,300 | $ 31,500 | ||
Weighted average grant-date fair value of restricted and deferred stock awards granted | $ 25.17 | $ 23.54 | $ 33.28 | ||
Aggregate intrinsic value of stock options exercised | $ 1,700 | $ 600 | |||
Cash proceeds received from the exercise of stock options | $ 1,700 | $ 100 | |||
Stock Option, Share Based Compensation Cost Not Yet Recognized Period For Recognition | $ 0 | ||||
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Stock Option [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options, maximum years | 10 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Restricted and Deferred Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense related to non-vested restricted stock, weighted-average period in years | 1 year 6 months | ||||
Unrecognized compensation expense related to non-vested restricted shares | $ 11,300 | ||||
1996 Non-Qualified Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares common stock reserved | 9,900,000 | ||||
2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock at which employees are permitted to purchase | 90.00% | ||||
Amended and Restated 2008 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares common stock reserved | 34,975,000 | 27,775,000 | |||
Amended and Restated 2008 Plan [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future grants and awards under Stock Incentive Plans | 10,900,000 | ||||
Amended and Restated 2008 Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 700,000 | ||||
1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock at which employees are permitted to purchase | 85.00% | ||||
Aggregate number Shares issued under Stock Purchase Plans | 200,000 | ||||
Common stock, reserved for issuance | 2,800,000 | ||||
1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, reserved for issuance | 61,000,000,000 |
Stock Incentive Plans and Sto_4
Stock Incentive Plans and Stock Purchase Plans - Schedule of Restricted Stock and Deferred Stock Awards (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares, Non-vested shares at January 1, 2021 | 1,211,117 | ||
Number of Shares, Awarded | 736,477 | ||
Number of Shares, Forfeited | (55,378) | ||
Number of Shares, Vested | (748,410) | ||
Number of Shares, Non-vested shares at December 31, 2021 | 1,143,806 | 1,211,117 | |
Weighted Average Fair Value, Non-vested shares at January 1, 2021 | $ 30.97 | ||
Weighted Average Fair Value, Awarded | 25.17 | $ 23.54 | $ 33.28 |
Weighted Average Fair Value, Forfeited | 28.20 | ||
Weighted Average Fair Value, Vested | 33.55 | ||
Weighted Average Fair Value, Non-vested shares at December 31, 2021 | $ 25.68 | $ 30.97 |
Stock Incentive Plans and Sto_5
Stock Incentive Plans and Stock Purchase Plans - Schedule of Activity and Certain Other Information Related to Stock Option Awards (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Stock Options Awarded | shares | |
Number of Stock Options Exercised | shares | 95,000 |
Number of Stock Options Expired | shares | (16,560) |
Number of Shares, Outstanding at January 1, 2021 | shares | 999,291 |
Number of Shares, Outstanding at December 31, 2021 | shares | 887,731 |
Number of Shares, Exercisable at December 31, 2021 | shares | 887,731 |
Expired | shares | 16,560 |
Weighted Average Exercise Price, Outstanding at January 1, 2021 | $ / shares | $ 17.30 |
Weighted Average Exercise Price Awarded | $ / shares | 17.65 |
Weighted Average Exercise Price Exercised | $ / shares | 17.65 |
Weighted Average Exercise Price Expired | $ / shares | 36.25 |
Weighted Average Exercise Price, Outstanding at December 31, 2021 | $ / shares | 16.91 |
Weighted Average Exercise Price, Exercisable at December 31, 2021 | $ / shares | $ 16.91 |
Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2021 | 1 year 10 months 17 days |
Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2021 | 1 year 10 months 17 days |
Aggregate Intrinsic Value Expired | $ / shares | $ 0 |
Aggregate Intrinsic Value, Outstanding at December 31, 2021 | $ | $ 9,100 |
Aggregate Intrinsic Value, Exercisable at December 31, 2021 | $ | $ 9,100 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | |
Common Stock [Line Items] | |||||
Common stock authorized for repurchase | $ 500,000,000 | ||||
Common stock repurchased | $ 4,719,000 | $ 8,493,000 | $ 145,280,000 | ||
Company's Common stock repurchased | $ 94,000,000 | ||||
Common Stock [Member] | |||||
Common Stock [Line Items] | |||||
Repurchased common stock, shares | 200,000 | 500,000 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Expense of retirement plans related to the 401(k) Plans | $ 21 | $ 19.9 | $ 20.4 |
Subsequent Events Additional In
Subsequent Events Additional Information (Detail) - USD ($) $ in Millions | Feb. 11, 2027 | Feb. 11, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Debt instrument maturity date description | payable semi-annually in arrears on January 15 and July 15 | ||
Line of credit remaining borrowing capacity | $ 599.9 | ||
Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.50% | ||
Debt instrument, interest rate description | At our option, borrowings under the Amended Credit Agreement bear interest at (i) the Alternate Base Rate (defined as the highest of (a) the prime rate as announced by Bank of America, N.A., (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for an interest period of one month plus 1.00% with a 1.00% floor) plus an applicable margin rate of 0.50% for the first two fiscal quarters after the date of the Credit Agreement Amendment, and thereafter at an applicable margin rate ranging from 0.125% to 0.750% based on our consolidated net leverage ratio or (ii) Term SOFR rate (calculated as the Secured Overnight Financing Rate published on the applicable Reuters screen page plus a spread adjustment of 0.10%, 0.15% or 0.25% depending on if we select a one-month, three-month or six-month interest period, respectively, for the applicable loan with a 0% floor), plus an applicable margin rate of 1.50% for the first two full fiscal quarters after the date of the Credit Agreement Amendment, and thereafter at an applicable margin rate ranging from 1.125% to 1.750% based on our consolidated net leverage ratio. The Amended Credit Agreement also provides for other customary fees and charges, including an unused commitment fee with respect to the Revolving Credit Line ranging from 0.150% to 0.200% of the unused lending commitments under the Revolving Credit Line, based on our consolidated net leverage ratio. | ||
Subsequent Event [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 1.75% | ||
Subsequent Event [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 1.125% | ||
Subsequent Event [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.50% | ||
Subsequent Event [Member] | SOFR [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 1.00% | ||
Subsequent Event [Member] | SOFR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.75% | ||
Subsequent Event [Member] | SOFR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.125% | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 0.20% | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, interest rate | 0.15% | ||
Subsequent Event [Member] | Amended Credit Agreement Six Month Interest Period [Member] | SOFR [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.25% | ||
Subsequent Event [Member] | Amended Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 1.50% | ||
Subsequent Event [Member] | Amended Credit Agreement Three Month Interest Period [Member] | SOFR [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.15% | ||
Subsequent Event [Member] | Amended Credit Agreement One Month Interest Period [Member] | SOFR [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable interest rate | 0.10% | ||
2030 Notes [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument maturity date description | payable semi-annually in arrears on February 15 and August 15 | ||
Redemption percentage of principal amount | 101.00% |
Selected Quarterly Financial In
Selected Quarterly Financial Information - Summary of Company's Selected Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Net revenue | $ 1,911,191 | $ 1,733,951 | $ 1,779,759 |
Practice salaries and benefits | 1,297,477 | 1,193,940 | 1,180,759 |
Practice supplies and other operating expenses | 100,472 | 90,690 | 95,911 |
General and administrative expenses | 263,357 | 248,947 | 244,512 |
Gain on sale of building | (7,280) | ||
Depreciation and amortization | 32,147 | 28,441 | 25,931 |
Transformational and restructuring related expenses | 22,100 | 73,801 | 60,890 |
Total operating expenses | 1,708,273 | 1,635,819 | 1,608,003 |
Income from operations | 202,918 | 98,132 | 171,756 |
Investment and other (expense) income | 13,652 | 17,913 | 3,686 |
Interest expense | (68,722) | (110,482) | (118,928) |
Loss on early extinguishment of debt | (14,532) | ||
Equity in earnings of unconsolidated affiliates | 1,912 | 1,585 | 2,270 |
Total non-operating expenses | (67,690) | (90,984) | (112,972) |
(Loss) income from continuing operations before income taxes | 135,228 | 7,148 | 58,784 |
Income tax benefit (provision) | (27,241) | (16,728) | (16,576) |
Income (loss) from continuing operations | 107,987 | (9,580) | 42,208 |
(Loss) income from discontinued operations, net of tax | 22,950 | (786,908) | (1,539,910) |
Net income (loss) | 130,937 | (796,488) | (1,497,702) |
Net income (loss) attributable to Mednax, Inc. | $ 130,964 | $ (796,488) | $ (1,497,702) |
Income from continuing operations, Basic | $ 1.27 | $ (0.11) | $ 0.50 |
Income from continuing operations, Diluted | 1.26 | (0.11) | 0.50 |
Loss from discontinued operations, Basic | 0.27 | (9.44) | (18.44) |
Loss from discontinued operations, Diluted | 0.27 | (9.44) | (18.33) |
Earnings Per Share, Basic | 1.54 | (9.55) | (17.94) |
Earnings Per Share, Diluted | $ 1.53 | $ (9.55) | $ (17.83) |
Weighted Average Number of Shares Outstanding, Basic | 84,832 | 83,395 | 83,495 |
Weighted average shares, Diluted | 85,828 | 83,395 | 84,011 |