Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Mednax, Inc. | |
Entity Central Index Key | 0000893949 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 87,261,467 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | MD | |
Security Exchange Name | NYSE | |
Entity File Number | 001-12111 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 26-3667538 | |
Entity Address, Address Line One | 1301 Concord Terrace | |
Entity Address, City or Town | Sunrise | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33323 | |
City Area Code | 954 | |
Local Phone Number | 384-0175 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 7,179 | $ 387,391 | $ 1,123,843 |
Short-term investments | 89,576 | 99,715 | |
Accounts receivable, net | 317,619 | 301,775 | |
Prepaid expenses | 16,323 | 18,538 | |
Income taxes receivable | 0 | 14,249 | |
Other current assets | 9,080 | 18,896 | |
Total current assets | 439,777 | 840,564 | |
Property and equipment, net | 72,458 | 70,154 | |
Goodwill | 1,528,694 | 1,505,430 | |
Intangible assets, net | 21,050 | 21,565 | |
Operating and finance lease right-of-use assets | 66,055 | 65,461 | |
Deferred income tax assets | 84,741 | 88,344 | |
Other assets | 128,201 | 131,028 | |
Total assets | 2,340,976 | 2,722,546 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 232,089 | 394,118 | |
Current portion of finance lease liabilities | 2,404 | 2,490 | |
Current portion of operating lease liabilities | 20,885 | 19,684 | |
Income taxes payable | 14,349 | 11,074 | |
Total current liabilities | 269,727 | 427,366 | |
Line of credit | 149,000 | 0 | |
Long-term debt and finance lease liabilities, net | 655,930 | 1,002,258 | |
Long-term operating lease liabilities | 40,989 | 41,396 | |
Long-term professional liabilities | 265,082 | 271,093 | |
Deferred income tax liabilities | 39,301 | 41,409 | |
Other liabilities | 43,871 | 42,332 | |
Total liabilities | 1,463,900 | 1,825,854 | |
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; 87,184 and 86,423 shares issued and outstanding, respectively | 872 | 864 | |
Additional paid-in capital | 1,054,141 | 1,049,696 | |
Accumulated other comprehensive income | (1,351) | 1,317 | |
Retained deficit | (176,586) | (155,390) | |
Total Mednax, Inc. shareholders' equity | 877,076 | 896,487 | |
Noncontrolling interest | 0 | 205 | |
Total equity | 877,076 | 896,692 | $ 747,717 |
Total liabilities and equity | $ 2,340,976 | $ 2,722,546 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 87,184,000 | 86,423,000 |
Common stock, shares outstanding | 87,184,000 | 86,423,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Income Statement [Abstract] | ||||
Net revenue | $ 482,229 | $ 446,753 | ||
Operating expenses: | ||||
Practice salaries and benefits | 343,155 | 319,012 | ||
Practice supplies and other operating expenses | 28,489 | 22,212 | ||
General and administrative expenses | 61,287 | 66,516 | ||
Depreciation and amortization | 8,769 | 8,031 | ||
Transformational and restructuring related expenses | 1,421 | 4,878 | ||
Total operating expenses | 443,121 | 420,649 | ||
Income from operations | 39,108 | 26,104 | ||
Investment and other income | 875 | 5,967 | ||
Interest expense | (11,818) | (17,645) | ||
Loss on early extinguishment of debt | (57,016) | (14,532) | ||
Equity in earnings of unconsolidated affiliate | 505 | 495 | ||
Total non-operating expenses | (67,454) | (25,715) | ||
Income (loss) from continuing operations before income taxes | (28,346) | 389 | ||
Income tax benefit (provision) | 7,401 | 4,955 | ||
Income (loss) from continuing operations | (20,945) | 5,344 | ||
Income (loss) from discontinued operations, net of tax | (247) | 12,290 | ||
Net income (loss) | (21,192) | 17,634 | ||
Net loss attributable to noncontrolling interest | 4 | 8 | [1] | |
Net income (loss) attributable to Mednax, Inc. | $ (21,188) | $ 17,642 | ||
Income (loss) from continuing operations: | ||||
Basic | $ (0.25) | $ 0.06 | ||
Diluted | (0.25) | 0.06 | ||
Income (loss) from discontinued operations: | ||||
Basic | 0.15 | |||
Diluted | 0.15 | |||
Net income (loss) attributable to Mednax, Inc.: | ||||
Basic | (0.25) | 0.21 | ||
Diluted | $ (0.25) | $ 0.21 | ||
Weighted average common shares: | ||||
Basic | 85,405,000 | 84,526,000 | ||
Diluted | [2] | 85,405,000 | 85,491,000 | |
[1] | Net loss component is presented within retained deficit on the consolidated balance sheet as the balance is immaterial. | |||
[2] | Due to a loss from continuing operations for the three months ended March 31, 2022, no incremental shares are included because the effect would be antidilutive. |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Deficit [Member] | |
Balance at Dec. 31, 2020 | $ 747,717 | $ 856 | $ 1,029,453 | $ 3,530 | $ (286,122) | |
Balance, Shares at Dec. 31, 2020 | 85,593,000 | |||||
Net income (loss) | 17,642 | 17,642 | ||||
Net loss attributable to noncontrolling interest | [1] | (8) | (8) | |||
Unrealized holding loss on investments, net of tax | (1,133) | (1,133) | ||||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 1,042 | 1,042 | ||||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 52,000 | |||||
Issuance of restricted stock | $ 7 | (7) | ||||
Issuance of restricted stock, shares | 660,000 | |||||
Forfeitures of restricted stock, shares | 13,000 | |||||
Stock-based compensation expense | 3,717 | 3,717 | ||||
Repurchased common stock | (1,994) | $ 1 | 1,993 | |||
Repurchased common stock, shares | 82,000 | |||||
Balance at Mar. 31, 2021 | 766,983 | $ 862 | 1,032,212 | 2,397 | (268,488) | |
Balance, Shares at Mar. 31, 2021 | 86,210,000 | |||||
Balance at Dec. 31, 2021 | 896,692 | $ 864 | 1,049,696 | 1,317 | (155,185) | |
Balance, Shares at Dec. 31, 2021 | 86,423,000 | |||||
Net income (loss) | (21,188) | (21,188) | ||||
Net loss attributable to noncontrolling interest | (4) | |||||
Dissolution of and net loss attributable to noncontrolling interest | [1] | (203) | 10 | (213) | ||
Unrealized holding loss on investments, net of tax | (2,668) | (2,668) | ||||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | $ 1,174 | 1,174 | ||||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 0 | 50,000 | ||||
Issuance of restricted stock | $ 8 | (8) | ||||
Issuance of restricted stock, shares | 766,000 | |||||
Forfeitures of restricted stock, shares | 5,000 | |||||
Stock-based compensation expense | $ 4,435 | 4,435 | ||||
Repurchased common stock | $ (1,166) | 1,166 | ||||
Repurchased common stock, shares | 0 | 50,000 | ||||
Balance at Mar. 31, 2022 | $ 877,076 | $ 872 | $ 1,054,141 | $ (1,351) | $ (176,586) | |
Balance, Shares at Mar. 31, 2022 | 87,184,000 | |||||
[1] | Net loss component is presented within retained deficit on the consolidated balance sheet as the balance is immaterial. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (21,188) | $ 17,642 |
loss (Income) from discontinued operations | 247 | (12,290) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 8,769 | 8,031 |
Amortization of premiums, discounts and issuance costs | 577 | 994 |
Loss on early extinguishment of debt | 57,016 | 14,532 |
Stock-based compensation expense | 4,435 | 3,717 |
Deferred income taxes | 2,389 | (16,016) |
Other | (605) | (638) |
Changes in assets and liabilities: | ||
Accounts receivable | (20,152) | (11,633) |
Prepaid expenses and other current assets | 16,212 | 47,799 |
Other long-term assets | 863 | (90) |
Accounts payable and accrued expenses | (159,271) | (106,937) |
Increase in income tax receivable | 17,216 | (18,501) |
Long-term professional liabilities | 2,684 | (916) |
Other liabilities | 877 | (24,620) |
Net cash used in operating activities – continuing operations | (89,931) | (98,926) |
Net cash (used in) provided by operating activities - discontinued operations | (7,551) | 16,738 |
Net cash (used in) provided by operating activities | (97,482) | (82,188) |
Cash flows from investing activities: | ||
Acquisition payments, net of cash acquired | (25,667) | (5,957) |
Purchases of investments | (1,272) | (5,138) |
Proceeds from maturities or sales of investments | 7,712 | 7,433 |
Purchases of property and equipment | (7,145) | (9,052) |
Other | 99 | |
Net cash provided by (used in) investing activities - continuing operations | (26,273) | (12,714) |
Net cash provided by investing activities-discontinued operations | 2,350 | |
Net cash provided by (used in) investing activities | (26,273) | (10,364) |
Cash flows from financing activities: | ||
Borrowings on credit agreement | 248,500 | |
Payments on credit agreement | (99,500) | |
Redemption of senior notes, including call premium | (1,046,880) | (759,848) |
Proceeds from senior notes and term loan | 650,000 | |
Payments for financing costs | (7,924) | |
Payment on Finance lease obligation | (747) | (672) |
Proceeds from issuance of common stock | 1,174 | 1,042 |
Repurchases of common stock | (1,166) | (1,994) |
Other | 86 | (189) |
Net cash (used in) provided from financing activities - continuing operations | (256,457) | (761,661) |
Net cash used in financing activities | (256,457) | (761,661) |
Net (decrease) increase in cash and cash equivalents | (380,212) | (854,213) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 387,391 | 1,123,843 |
Cash and cash equivalents at end of period | $ 7,179 | $ 269,630 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and New Accounting Pronouncements | 1. Basis of Presentation and New Accounting Pronouncements: The accompanying unaudited Consolidated Financial Statements of the Company and the notes thereto presented in this Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements, and do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results of interim periods. The financial statements include all the accounts of Mednax, Inc. and its consolidated subsidiaries (collectively, “MDX”) together with the accounts of MDX’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships (the “affiliated professional contractors”). Certain subsidiaries of MDX have contractual management arrangements with its affiliated professional contractors, which are separate legal entities that provide physician services in certain states and Puerto Rico. The terms “Mednax” and the “Company” refer collectively to Mednax Inc., its subsidiaries and the affiliated professional contractors. The Compan y 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 was also a party to another joint venture in which it owned a 51 % economic interest and for which it was deemed the primary beneficiary. This joint venture was dissolved in February 2022. The operating results related to this joint venture prior to the dissolution and impacts from such dissolution were not material. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be experienced for the entire fiscal year. In addition, the accompanying unaudited Consolidated Financial Statements and the notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K (the “Form 10-K”). |
Coronavirus Pandemic (COVID-19)
Coronavirus Pandemic (COVID-19) | 3 Months Ended |
Mar. 31, 2022 | |
Extraordinary Items [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 and through the second quarter of 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. 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 with no material impacts from COVID-19 or its variants in 2021 or thus far in 2022. However, due to the continued uncertainties surrounding the timeline of and impacts from COVID-19 and with multiple variant strains still circulating, the Company is unable to predict the ultimate impact on its business, financial condition, results of operations, cash flows and the trading price of its securities at this time. 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 financial aid to the healthcare industry to reimburse healthcare providers for lost revenue and expenses attributable to COVID-19. 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 during the year ended December 31, 2021 and $ 10.4 million during the three months ended March 31, 2022 . The Company has applications pending for certain affiliated physician practices for incremental relief beyond what has been received. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | 3. Cash Equivalents and Investments: As of March 31, 2022 and December 31, 2021 , the Company's cash equivalents consisted entirely of money market funds totaling $ 2.1 million and $ 2.4 million, respectively. Investments held are all classified as current and at March 31, 2022 and December 31, 2021 are summarized as follows (in thousands): March 31, 2022 December 31, 2021 Corporate securities $ 63,924 $ 72,964 Municipal debt securities 12,629 13,215 U.S. Treasury securities 4,976 5,205 Certificates of deposit 4,300 4,404 Federal home loan securities 3,747 3,927 $ 89,576 $ 99,715 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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 March 31, 2022 and December 31, 2021 (in thousands): Fair Value Fair Value March 31, 2022 December 31, 2021 Assets: Money market funds Level 1 $ 2,090 $ 2,442 Short-term investments Level 2 89,576 99,715 Mutual Funds Level 1 17,481 18,542 The following table presents information about the Company’s financial instruments that are not carried at fair value at March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Carrying Fair Carrying Fair Liabilities: 2027 Notes — — $ 1,000,000 $ 1,047,190 2030 Notes $ 400,000 $ 385,000 — — The Company redeemed the full principal balance of its 6.25 % senior unsecured notes due 2027 (the “2027 Notes”) in February 2022. 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. |
Accounts Receivable and Net Rev
Accounts Receivable and Net Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Text Block [Abstract] | |
Accounts Receivable and Net Revenue | 5. Accounts Receivable and Net Revenue: Accounts receivable, net consists of the following (in thousands): March 31, 2022 December 31, 2021 Gross accounts receivable $ 1,476,705 $ 1,393,584 Allowance for contractual adjustments and uncollectibles ( 1,159,086 ) ( 1,091,809 ) $ 317,619 $ 301,775 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 government-sponsored healthcare programs (“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. The following table summarizes the Company’s net revenue by category (in thousands): Three Months Ended 2022 2021 Net patient service revenue $ 406,035 $ 381,063 Hospital contract administrative fees 63,526 57,066 Other revenue 12,668 8,624 $ 482,229 $ 446,753 The approximate percentage of net patient service revenue by type of payor was as follows: Three Months Ended 2022 2021 Contracted managed care 67 % 69 % Government 26 25 Other third-parties 5 5 Private-pay patients 2 1 100 % 100 % |
Business Combinations and Disco
Business Combinations and Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination And Discontinued Operations [Abstract] | |
Business Combination and Discontinued Operations | 6 . Business Combinations and Discontinued Operations: Business Combinations During the three months ended March 31, 2022 , the Company completed the acquisition of one multi-location pediatric urgent care practice for total consideration of $ 26.0 million, of which $ 24.0 million was paid in cash at closing and $ 2.0 million is recorded as a contingent consideration liability. This acquisition expanded the Company’s national network of physician practices across women’s and children’s services and particularly its entry into the pediatric primary and urgent care service line. In connection with this acquisition, the Company recorded tax deductible goodwill of $ 23.3 million, fixed assets of $ 1.7 million and other intangible assets consisting primarily of physician and hospital agreements of $ 1.0 million. Discontinued Operations – Anesthesiology Services Medical Group The Company divested its anesthesiology services medical group in May 2020. During the three months ended March 31, 2022, the Company recorded nominal changes to the loss on sale, primarily for certain transaction related true ups. During the three months ended March 31, 2021, the Company recorded a net decrease to the loss on sale of $ 12.3 million. The decrease to the loss on sale 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 to treat a portion of the divestiture as an asset sale for tax purposes and the disposal of the single anesthesia practice that remained after the divestiture of the anesthesiology medical group in May 2020. The net changes to the loss on sale are reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three months ended March 31, 2022 and 2021. The Company’s continuing operations financial statements for the three months ended March 31, 2021 reflect the Company’s best estimate of the income tax effects associated with the asset sale change. These estimates include an increase in income tax receivable of $ 18.0 million, of which $ 7.0 million is related to loss carryback provisions enacted under the CARES Act, an increase in deferred tax assets of $ 13.0 million and a reduction to capital loss carryforwards and offsetting valuation allowance of $ 65.0 million. Discontinued Operations – Radiology Services Medical Group The Company divested its radiology services medical group in December 2020. During the three months ended March 31, 2022 and 2021, the Company recorded nominal changes to the loss on sale, primarily for certain transaction related true ups. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consist of the following (in thousands): March 31, 2022 December 31, 2021 Accounts payable $ 30,315 $ 36,645 Accrued salaries and incentive compensation 75,419 213,974 Accrued payroll taxes and benefits 29,628 34,994 Accrued professional liabilities 34,042 37,729 Accrued interest 3,205 29,052 Other accrued expenses 59,480 41,724 $ 232,089 $ 394,118 The net decrease in accrued salaries and incentive compensation of $ 138.6 million, from December 31, 2021 to March 31, 2022, is primarily due to the payment of performance-based incentive compensation, principally to the Company’s affiliated physicians, partially offset by performance-based incentive compensation accrued during the three months ended March 31, 2022 . A majority of the Company’s payments for performance-based incentive compensation is paid annually during the first quarter. |
Line of Credit and Long Term De
Line of Credit and Long Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Line of Credit and Long Term Debt | 8. Line of Credit and Long Term Debt: On February 11, 2022, the Company issued $ 400.0 million of 5.375 % unsecured senior notes due 2030 (the “2030 Notes”). The Company used the net proceeds from the issuance of the 2030 Notes, together with $ 100.0 million drawn under the Revolving Credit Line (as defined below), $ 250.0 million of Term A Loan (as defined below) and approximately $ 308.0 million of cash on hand, to redeem (the “Redemption”) 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 $ 21.5 million, and is payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022 . The Company's 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 (as defined below). The indenture under which the 2030 Notes are issued, among other things, limits the Company's ability to (1) incur liens and (2) enter into sale and lease-back transactions, and also limits the Company's ability to merge or dispose of all or substantially all of its assets, in all cases, subject to a number of customary exceptions . Although the Company is not required to make mandatory redemption or sinking fund payments with respect to the 2030 Notes, upon the occurrence of a change in control, the Company 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, the Company 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 the Company's subsidiaries and affiliated professional contractors. At the Company's 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 Secured Overnight Financing Rate ("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 the Company's 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 the Company selects 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 the Company's 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 the Company's consolidated net leverage ratio. The Amended Credit Agreement contains customary covenants and restrictions, including covenants that require the Company 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 Amended Credit Agreement includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Amended Credit Agreement. In addition, the Company 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, the Company would be in compliance with the financial covenants, subject to the satisfaction of specified conditions and additional caps in the event that the Amended Credit Agreement is secured. At March 31, 2022 , the Company had an outstanding principal balance on the Amended Credit Agreement of $ 399.0 million, composed of $ 149.0 million under the Revolving Credit Line and $ 250.0 million under the Term A Loan. The Company had $ 301.0 million available on its Amended Credit Agreement at March 31, 2022. At March 31, 2022 , the Company had an outstanding principal balance of $ 400.0 million on the 2030 Notes. |
Common and Common Equivalent Sh
Common and Common Equivalent Shares | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Common and Common Equivalent Shares | 9. Common and Common Equivalent Shares: 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 and stock options and is calculated using the treasury stock method. The calculation of shares used in the basic and diluted net income per common share calculation for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended 2022 2021 Weighted average number of common shares outstanding 85,405 84,526 Weighted average number of dilutive common share - 965 Weighted average number of common and common (a) 85,405 85,491 Antidilutive securities not included in the diluted 248 18 (a) Due to a loss from continuing operations for the three months ended March 31, 2022, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Stock
Stock Incentive Plans and Stock Purchase Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans and Stock Purchase Plans | 10. Stock Incentive Plans and Stock Purchase Plans: The Company’s Amended and Restated 2008 Incentive Compensation Plan (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 three months ended March 31, 2022 , the Company granted 0.8 million shares of restricted stock to its employees under the Amended and Restated 2008 Incentive Plan. At March 31, 2022 , the Company had 9.4 million shares available for future grants and awards under the Amended and Restated 2008 Incentive Plan. Under the Company’s Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan, as amended (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 three months ended March 31, 2022 , approximately 0.1 million shares were issued under the ESPP. At March 31, 2022 , the Company had approximately 2.7 million shares reserved for issuance under the ESPP. At March 31, 2022 , the Company had approximately 61,000 shares in the aggregate reserved for issuance under the SPP. No shares have been issued under the SPP since 2020. During the three months ended March 31, 2022 and 2021 , the Company recognized stock-based compensation expense of $ 4.4 million and $ 3.7 million, respectively. |
Common Stock Repurchase Program
Common Stock Repurchase Programs | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock Repurchase Programs | 11. 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 three months ended March 31, 2022. 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 three months ended March 31, 2022 , the Company withheld approximately 50,000 shares of its common stock to satisfy minimum statutory withholding obligations of $ 1.2 million 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 March 31, 2022 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. |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | Investments held are all classified as current and at March 31, 2022 and December 31, 2021 are summarized as follows (in thousands): March 31, 2022 December 31, 2021 Corporate securities $ 63,924 $ 72,964 Municipal debt securities 12,629 13,215 U.S. Treasury securities 4,976 5,205 Certificates of deposit 4,300 4,404 Federal home loan securities 3,747 3,927 $ 89,576 $ 99,715 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2022 and December 31, 2021 (in thousands): Fair Value Fair Value March 31, 2022 December 31, 2021 Assets: Money market funds Level 1 $ 2,090 $ 2,442 Short-term investments Level 2 89,576 99,715 Mutual Funds Level 1 17,481 18,542 |
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 March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Carrying Fair Carrying Fair Liabilities: 2027 Notes — — $ 1,000,000 $ 1,047,190 2030 Notes $ 400,000 $ 385,000 — — |
Accounts Receivable and Net R_2
Accounts Receivable and Net Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Text Block [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): March 31, 2022 December 31, 2021 Gross accounts receivable $ 1,476,705 $ 1,393,584 Allowance for contractual adjustments and uncollectibles ( 1,159,086 ) ( 1,091,809 ) $ 317,619 $ 301,775 |
Schedule of Net Revenue | The following table summarizes the Company’s net revenue by category (in thousands): Three Months Ended 2022 2021 Net patient service revenue $ 406,035 $ 381,063 Hospital contract administrative fees 63,526 57,066 Other revenue 12,668 8,624 $ 482,229 $ 446,753 |
Schedule of Percentage of Net Revenue | The approximate percentage of net patient service revenue by type of payor was as follows: Three Months Ended 2022 2021 Contracted managed care 67 % 69 % Government 26 25 Other third-parties 5 5 Private-pay patients 2 1 100 % 100 % |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): March 31, 2022 December 31, 2021 Accounts payable $ 30,315 $ 36,645 Accrued salaries and incentive compensation 75,419 213,974 Accrued payroll taxes and benefits 29,628 34,994 Accrued professional liabilities 34,042 37,729 Accrued interest 3,205 29,052 Other accrued expenses 59,480 41,724 $ 232,089 $ 394,118 |
Common and Common Equivalent _2
Common and Common Equivalent Shares (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 common share calculation for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended 2022 2021 Weighted average number of common shares outstanding 85,405 84,526 Weighted average number of dilutive common share - 965 Weighted average number of common and common (a) 85,405 85,491 Antidilutive securities not included in the diluted 248 18 (a) Due to a loss from continuing operations for the three months ended March 31, 2022, no incremental shares are included because the effect would be antidilutive. |
Basis of Presentation and New_2
Basis of Presentation and New Accounting Pronouncements - Additional Information (Detail) | Mar. 31, 2022 |
Corporate Joint Venture [Member] | |
Basis Of Presentation [Line Items] | |
Equity method ownership percentage in joint venture | 51.00% |
Unnamed Corporate Joint Venture One [Member] | |
Basis Of Presentation [Line Items] | |
Equity method ownership percentage in joint venture | 37.50% |
Coronavirus Pandemic (COVID-1_2
Coronavirus Pandemic (COVID-19) - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
COVID-19 [Member] | ||
Proceeds From Contribution In Aid Of Reimbursement of Lost Revenue | $ 10.4 | $ 26.1 |
Cash Equivalents and Investme_3
Cash Equivalents and Investments - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Cash Equivalents [Member] | ||
Cash Equivalents And Investments [Line Items] | ||
Cash equivalents | $ 2.1 | $ 2.4 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Schedule of Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Available-for-sale [Line Items] | ||
Available-for-sale Securities | $ 89,576 | $ 99,715 |
Corporate securities | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 63,924 | 72,964 |
Municipal Debt Securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 12,629 | 13,215 |
Federal Home Loan Securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 3,747 | 3,927 |
Certificates of Deposit [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 4,300 | 4,404 |
U.S. Treasury securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | $ 4,976 | $ 5,205 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Money market funds | $ 2,090 | $ 2,442 |
Mutual funds | 17,481 | 18,542 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Short-term investments | $ 89,576 | $ 99,715 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of financial instruments that are not carried at fair value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
2027 Notes [Member] | ||
Liabilities: | ||
Notes Payable | $ 0 | $ 1,000,000 |
Liabilities: | ||
Notes Payable Fair Value Disclosure | 0 | 1,047,190 |
2030 Notes [Member] | ||
Liabilities: | ||
Notes Payable | 400,000 | 0 |
Liabilities: | ||
Notes Payable Fair Value Disclosure | $ 385,000 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jan. 31, 2021 |
Six Point Two Five Percentage Senior Notes Due Two Thousand Twenty Seven [Member] | GAAP Senior Notes [Member] | |
Fair Value Disclosures [Line Items] | |
Debt instrument, interest rate, effective percentage | 6.25% |
Accounts Receivable and Net R_3
Accounts Receivable and Net Revenue - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,476,705 | $ 1,393,584 |
Allowance for contractual adjustments and uncollectibles | (1,159,086) | (1,091,809) |
Accounts receivable, net | $ 317,619 | $ 301,775 |
Accounts Receivable and Net R_4
Accounts Receivable and Net Revenue - Schedule of Net Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Net revenue | $ 482,229 | $ 446,753 |
Net patient service revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Net revenue | 406,035 | 381,063 |
Hospital contract administrative fees [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Net revenue | 63,526 | 57,066 |
Other revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Net revenue | $ 12,668 | $ 8,624 |
Accounts Receivable and Net R_5
Accounts Receivable and Net Revenue - Schedule of Net Patient Service Revenue by Type of Payor (Detail) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Percentage of net patient service revenue | 100.00% | 100.00% |
Contracted Managed Care [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Percentage of net patient service revenue | 67.00% | 69.00% |
Government [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Percentage of net patient service revenue | 26.00% | 25.00% |
Other Third-Parties [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Percentage of net patient service revenue | 5.00% | 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% |
Business Combinations and Dis_2
Business Combinations and Discontinued Operations - Additional information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)Number | Mar. 31, 2021USD ($) | |
Goodwill | $ 23,300 | |
Other intangible assets | 1,000 | |
Increase in income tax receivable | 17,216 | $ (18,501) |
Fixed assets | $ 1,700 | |
Pediatric Orthopedic Practice And Multi Location Pediatric Urgent Care Practice [Member] | ||
Number of other multi location pediatric urgent care practice acquired | Number | 1 | |
Business acquisition total consideration | $ 26,000 | |
Business acquisition consideration paid in cash | 24,000 | |
Business combination consideration identifiable as current and long term liabilities | 2,000 | |
North American Partners In Anesthesia [Member] | ||
Increase decrease in valuation allowance deferred tax assets | 65,000 | |
Increase in income tax receivable | 18,000 | |
Tax adjustments, sttlements and unusual provisions | 7,000 | |
Increase in deferred tax assets | $ 13,000 | |
Anesthesiology Services Medical Group [Member] | ||
Incremental loss on sale, net | $ 12,300 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 30,315 | $ 36,645 |
Accrued salaries and incentive compensation | 75,419 | 213,974 |
Accrued payroll taxes and benefits | 29,628 | 34,994 |
Accrued professional liabilities | 34,042 | 37,729 |
Accrued interest | 3,205 | 29,052 |
Other accrued expenses | 59,480 | 41,724 |
Accounts payable and accrued expenses, total | $ 232,089 | $ 394,118 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Net decrease in accrued salaries and bonuses | $ 138.6 | $ 138.6 |
Line of Credit and Long Term _2
Line of Credit and Long Term Debt (Additional Information) (Details) - USD ($) $ in Thousands | Feb. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5.375% | |||
Debt instrument maturity date description | payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022 | |||
Debt instrument, description | Notes are guaranteed on an unsecured senior basis by the same subsidiaries and affiliated professional contractors that guarantee the Amended Credit Agreement (as defined below). The indenture under which the 2030 Notes are issued, among other things, limits the Company's ability to (1) incur liens and (2) enter into sale and lease-back transactions, and also limits the Company's ability to merge or dispose of all or substantially all of its assets, in all cases, subject to a number of customary exceptions | |||
Purchase price | 101.00% | |||
Borrowings on credit agreement | $ 248,500 | |||
Debt Instrument Maturity Date | Feb. 11, 2027 | |||
Line of credit | $ 149,000 | $ 0 | ||
Term A loan | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of unsecured debt | $ 250,000 | 250,000 | ||
Cash on hand | 308,000 | |||
Amended Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit facility, available balance | 301,000 | |||
Long-term Debt | 399,000 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of unsecured debt | 100,000 | |||
Borrowings on credit agreement | 37,500 | |||
Line of credit | 149,000 | |||
Revolving Credit Facility [Member] | Amended Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Unsecured note issued | $ 450,000 | |||
Interest Rate, description | (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 Secured Overnight Financing Rate ("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 the Company's 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 the Company selects 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 the Company's 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 | |||
5.375% Unsecured Senior Notes Due 2030 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Notes | $ 400,000 | |||
Debt instrument interest rate | 5.375% | |||
Debt instrument, maturity year | 2030 | |||
Interest accrued periodically | $ 21,500 | |||
Long-term Debt | $ 400,000 | |||
6.25% Senior Unsecured Notes Due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 1,000,000 |
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 | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Earnings Per Share [Abstract] | |||
Weighted average number of common shares outstanding | 85,405,000 | 84,526,000 | |
Weighted average number of dilutive common share equivalents | 0 | 965,000 | |
Weighted average number of common and common equivalent shares outstanding | [1] | 85,405,000 | 85,491,000 |
Antidilutive securities not included in the diluted net income per common share calculation | 248,000 | 18,000 | |
[1] | Due to a loss from continuing operations for the three months ended March 31, 2022, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Sto_2
Stock Incentive Plans and Stock Purchase Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, aggregate shares authorized | 200,000,000 | 200,000,000 | |
Aggregate number Shares issued under Stock Purchase Plans | 0 | ||
Stock-based compensation expense | $ 4.4 | $ 3.7 | |
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 | ||
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] | 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 | 9,400,000 | ||
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 | 800,000 | ||
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 | 100,000 | ||
Common stock, reserved for issuance | 2,700,000 | ||
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 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2018 | |
Common Stock [Line Items] | ||||
Stock repurchased during period, shares | 0 | |||
Common stock authorized for repurchase | $ 500 | |||
Company's Common stock remained available for repurchase | $ 94 | |||
Number of shares withheld to satisfy minimum statutory tax withholding obligations | 50,000,000 | |||
Common Stock [Member] | ||||
Common Stock [Line Items] | ||||
Stock repurchased during period, shares | (50,000) | (82,000) | ||
Amount withheld to satisfy minimum statutory tax withholding obligations | $ 1.2 |