Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 30, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MD | ||
Entity Registrant Name | MEDNAX, INC. | ||
Entity Central Index Key | 893949 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 96,083,342 | ||
Entity Public Float | $5,710,786,536 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $47,928 | $31,137 |
Short-term investments | 6,035 | 6,457 |
Accounts receivable, net | 352,191 | 285,397 |
Prepaid expenses | 7,036 | 6,361 |
Deferred income taxes | 45,961 | 30,766 |
Other assets | 7,901 | 8,007 |
Total current assets | 467,052 | 368,125 |
Investments | 64,082 | 57,511 |
Property and equipment, net | 66,048 | 59,911 |
Goodwill | 2,776,188 | 2,393,731 |
Other assets, net | 235,425 | 129,438 |
Total assets | 3,608,795 | 3,008,716 |
Current liabilities: | ||
Accounts payable and accrued expenses | 380,658 | 308,754 |
Current portion of long-term debt and capital lease obligations | 10,465 | 92 |
Income taxes payable | 25,150 | 17,946 |
Total current liabilities | 416,273 | 326,792 |
Line of credit | 368,000 | 27,000 |
Long-term debt and capital lease obligations | 190,855 | 143 |
Long-term professional liabilities | 148,651 | 139,367 |
Deferred income taxes | 160,487 | 111,441 |
Other liabilities | 58,963 | 60,985 |
Total liabilities | 1,343,229 | 665,728 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock; $.01 par value; 1,000 shares authorized; none issued | ||
Common stock; $.01 par value; 200,000 shares authorized; 96,030 and 101,207 shares issued and outstanding, respectively | 960 | 1,012 |
Additional paid-in capital | 886,877 | 857,953 |
Retained earnings | 1,376,782 | 1,484,023 |
Total MEDNAX, Inc. shareholders' equity | 2,264,619 | 2,342,988 |
Noncontrolling interests | 947 | |
Total equity | 2,265,566 | 2,342,988 |
Total liabilities and equity | $3,608,795 | $3,008,716 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 96,030,000 | 101,207,000 |
Common stock, shares outstanding | 96,030,000 | 101,207,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||||||||||
Net revenue | $650,525 | $626,506 | $595,544 | $566,338 | $567,387 | $554,730 | $529,180 | $502,715 | $2,438,913 | $2,154,012 | $1,816,612 |
Operating expenses: | |||||||||||
Practice salaries and benefits | 404,345 | 394,794 | 372,216 | 372,040 | 353,316 | 346,879 | 331,922 | 329,201 | 1,543,395 | 1,361,318 | 1,130,913 |
Practice supplies and other operating expenses | 23,549 | 21,570 | 22,466 | 21,417 | 24,027 | 19,445 | 19,416 | 19,500 | 89,002 | 82,388 | 71,823 |
General and administrative expenses | 67,641 | 60,643 | 60,829 | 58,414 | 55,636 | 54,654 | 54,601 | 53,318 | 247,527 | 218,209 | 193,540 |
Depreciation and amortization | 13,903 | 11,356 | 10,361 | 10,370 | 10,491 | 10,461 | 9,870 | 9,144 | 45,990 | 39,966 | 30,816 |
Total operating expenses | 509,438 | 488,363 | 465,872 | 462,241 | 443,470 | 431,439 | 415,809 | 411,163 | 1,925,914 | 1,701,881 | 1,427,092 |
Income from operations | 141,087 | 138,143 | 129,672 | 104,097 | 123,917 | 123,291 | 113,371 | 91,552 | 512,999 | 452,131 | 389,520 |
Investment income | 195 | 563 | 335 | 1,635 | 526 | 372 | 396 | 402 | 2,728 | 1,696 | 1,896 |
Interest expense | -3,313 | -2,019 | -2,188 | -1,371 | -1,046 | -1,507 | -1,673 | -1,189 | -8,891 | -5,415 | -3,245 |
Equity in earnings of unconsolidated affiliate | 905 | 725 | 150 | 1,780 | |||||||
Total non-operating expenses | -2,213 | -731 | -1,703 | 264 | -4,383 | -3,719 | -1,349 | ||||
Income before income taxes | 138,874 | 137,412 | 127,969 | 104,361 | 123,397 | 122,156 | 112,094 | 90,765 | 508,616 | 448,412 | 388,171 |
Income tax provision | 50,594 | 51,174 | 48,944 | 40,701 | 44,423 | 45,198 | 42,876 | 35,398 | 191,413 | 167,895 | 147,264 |
Net income | 88,280 | 86,238 | 79,025 | 63,660 | 317,203 | 280,517 | 240,907 | ||||
Net loss attributable to noncontrolling interests | 118 | -31 | -9 | 78 | |||||||
Net income attributable to MEDNAX, Inc. | $88,398 | $86,207 | $79,016 | $63,660 | $78,974 | $76,958 | $69,218 | $55,367 | $317,281 | $280,517 | $240,907 |
Net income attributable to MEDNAX, Inc.: | |||||||||||
Earnings per share, Basic | $0.90 | $0.87 | $0.80 | $0.64 | $0.79 | $0.77 | $0.70 | $0.56 | $3.22 | $2.83 | $2.47 |
Earnings per share, Diluted | $0.89 | $0.86 | $0.79 | $0.63 | $0.78 | $0.76 | $0.68 | $0.55 | $3.18 | $2.78 | $2.42 |
Weighted average common shares: | |||||||||||
Basic | 98,066 | 99,088 | 98,411 | 99,076 | 99,469 | 99,506 | 99,116 | 98,618 | 98,588 | 99,112 | 97,386 |
Diluted | 99,129 | 100,145 | 99,866 | 100,696 | 101,080 | 101,178 | 101,098 | 100,784 | 99,887 | 100,969 | 99,382 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] |
In Thousands | |||||
Balance at Dec. 31, 2011 | $1,731,016 | $978 | $724,157 | $1,005,881 | |
Balance, Shares at Dec. 31, 2011 | 97,866 | ||||
Net income (loss) | 240,907 | 240,907 | |||
Common stock issued under employee stock option and stock purchase plan | 28,810 | 13 | 28,797 | ||
Common stock issued under employee stock option and stock purchase plan, shares | 1,320 | ||||
Issuance of restricted stock and vesting of deferred stock | 9 | -9 | |||
Issuance of restricted stock and vesting of deferred stock, shares | 930 | ||||
Stock-based compensation expense | 28,437 | 28,437 | |||
Forfeitures of restricted stock | 0 | ||||
Forfeitures of restricted stock, shares | -78 | ||||
Excess tax benefit related to employee stock incentive plans | 6,198 | 6,198 | |||
Balance at Dec. 31, 2012 | 2,035,368 | 1,000 | 787,580 | 1,246,788 | |
Balance, Shares at Dec. 31, 2012 | 100,038 | ||||
Net income (loss) | 280,517 | 280,517 | |||
Common stock issued under employee stock option and stock purchase plan | 28,697 | 14 | 28,683 | ||
Common stock issued under employee stock option and stock purchase plan, shares | 1,331 | ||||
Issuance of restricted stock and vesting of deferred stock | 9 | -9 | |||
Issuance of restricted stock and vesting of deferred stock, shares | 922 | ||||
Stock-based compensation expense | 31,288 | 31,288 | |||
Forfeitures of restricted stock | 0 | ||||
Forfeitures of restricted stock, shares | -28 | ||||
Repurchased common stock | -51,863 | -11 | -8,570 | -43,282 | |
Repurchased common stock, shares | -1,056 | ||||
Excess tax benefit related to employee stock incentive plans | 18,981 | 18,981 | |||
Balance at Dec. 31, 2013 | 2,342,988 | 1,012 | 857,953 | 1,484,023 | |
Balance, Shares at Dec. 31, 2013 | 101,207 | ||||
Contributions from noncontrolling interests | 1,025 | 1,025 | |||
Net income (loss) | 317,203 | 317,281 | -78 | ||
Common stock issued under employee stock option and stock purchase plan | 42,876 | 13 | 42,863 | ||
Common stock issued under employee stock option and stock purchase plan, shares | 1,412 | ||||
Issuance of restricted stock and vesting of deferred stock | 6 | -6 | |||
Issuance of restricted stock and vesting of deferred stock, shares | 573 | ||||
Issuance of restricted stock for contingent consideration | 705 | 705 | |||
Issuance of restricted stock for contingent consideration, shares | 12 | ||||
Stock-based compensation expense | 31,719 | 31,719 | |||
Forfeitures of restricted stock | 0 | ||||
Forfeitures of restricted stock, shares | -34 | ||||
Repurchased common stock | -488,429 | -71 | -63,836 | -424,522 | |
Repurchased common stock, shares | -7,140 | ||||
Excess tax benefit related to employee stock incentive plans | 17,479 | 17,479 | |||
Balance at Dec. 31, 2014 | $2,265,566 | $960 | $886,877 | $1,376,782 | $947 |
Balance, Shares at Dec. 31, 2014 | 96,030 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $317,203 | $280,517 | $240,907 |
Adjustments to reconcile net income to net cash provided from operating activities: | |||
Depreciation and amortization | 45,990 | 39,966 | 30,816 |
Net change in fair value of contingent consideration liabilities | -417 | 3,656 | 995 |
Stock-based compensation expense | 31,719 | 31,288 | 28,437 |
Equity in earnings of unconsolidated affiliate | -1,780 | ||
Deferred income taxes | 2,559 | 15,920 | 21,344 |
Changes in assets and liabilities: | |||
Accounts receivable | -57,018 | -37,331 | -17,678 |
Prepaid expenses and other assets | 1,506 | 212 | -244 |
Other assets | 2,137 | -3,541 | 1,153 |
Accounts payable and accrued expenses | 66,039 | 49,239 | 16,953 |
Income taxes payable | 6,998 | 5,772 | -7,343 |
Payments of contingent consideration liabilities | -4,071 | -1,308 | -786 |
Long-term professional liabilities | 9,284 | 19,797 | 9,941 |
Other liabilities | 2,492 | 1,211 | 411 |
Net cash provided from operating activities | 422,641 | 405,398 | 324,906 |
Cash flows from investing activities: | |||
Acquisition payments, net of cash acquired | -479,394 | -238,045 | -441,006 |
Purchases of investments | -26,884 | -20,802 | -33,120 |
Proceeds from sales or maturities of investments | 20,735 | 11,011 | 28,073 |
Purchases of property and equipment | -18,061 | -15,654 | -14,495 |
Net cash used in investing activities | -503,604 | -263,490 | -460,548 |
Cash flows from financing activities: | |||
Borrowings on credit facility | 1,754,500 | 911,500 | 517,500 |
Payments on credit facility | -1,213,500 | -1,028,500 | -402,500 |
Payments for credit facility financing costs | -4,281 | -2,397 | |
Payments of contingent consideration liabilities | -11,740 | -10,365 | -9,445 |
Payments on capital lease obligations | -159 | -99 | -136 |
Excess tax benefit from exercises of stock options and vesting of restricted and deferred stock | 17,462 | 18,579 | 6,494 |
Proceeds from issuance of common stock | 42,876 | 28,697 | 28,810 |
Contribution from noncontrolling interests | 1,025 | ||
Repurchases of common stock | -488,429 | -51,863 | |
Net cash provided from (used in) financing activities | 97,754 | -132,051 | 138,326 |
Net increase in cash and cash equivalents | 16,791 | 9,857 | 2,684 |
Cash and cash equivalents at beginning of year | 31,137 | 21,280 | 18,596 |
Cash and cash equivalents at end of year | 47,928 | 31,137 | 21,280 |
Supplemental disclosure of cash flow information: | |||
Interest | 7,323 | 3,312 | 2,044 |
Income taxes | 161,841 | 126,411 | 129,636 |
Non-cash financing activities: | |||
Equipment financed through capital leases | $1,244 |
General
General | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
General | 1. General: |
The principal business activity of MEDNAX, Inc. (“MEDNAX” or the “Company”) and its subsidiaries is to provide neonatal, anesthesia, maternal-fetal and other pediatric subspecialties 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 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. | |
In addition to the Company’s national physician network, during 2014 the Company acquired two complementary businesses that offer services to medical providers, including its own, consisting of a revenue cycle management company and a consulting services company. The Company expects that the development of these service offerings will function as support for its own physician practices as well as an outsourced services capability. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies: | ||||||||||||
Principles of Presentation | |||||||||||||
The 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. | |||||||||||||
On June 1, 2014, the Company entered into a joint venture in which it owns a 75% economic interest. The Company has a management agreement with the joint venture and, based on the terms of the agreement, the Company has determined that the joint venture is a variable interest entity for which the Company is the primary beneficiary as defined in the accounting guidance for consolidation. Accordingly, the financial results of the joint venture are fully consolidated into the Company’s operating results. The equity interests of the outside investor in the equity and results of operations of this consolidated entity are accounted for and presented as noncontrolling interests. Also on June 1, 2014, the Company entered into a second 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. | |||||||||||||
Reclassifications have been made to certain prior period financial statements to conform with the current year presentation. Specifically, the Company reclassified $40.7 million of its deferred tax assets as of December 31, 2013 from current deferred income taxes to long-term deferred income taxes. This revision represents the correction of an error in the classification of certain deferred tax assets in our prior period Consolidated Financial Statements that the Company has determined to be immaterial. | |||||||||||||
All share and per share data set forth herein give effect to the two-for-one split of the Company’s common stock that became effective on December 19, 2013. | |||||||||||||
New Accounting Pronouncements | |||||||||||||
In May 2014, the accounting guidance related to revenue recognition was amended to outline a single, comprehensive model for accounting for revenue from contracts with customers. While the new guidance supersedes existing revenue recognition guidance, it closely aligns with current accounting principles generally accepted in the United States of America (“GAAP”). The new guidance will become effective for the Company on January 1, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on the Company’s Consolidated Financial Statements. | |||||||||||||
Accounting Estimates and Assumptions | |||||||||||||
The preparation of financial statements in conformity with 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, the fair value of goodwill, and liabilities for uncertain tax positions. Actual results could differ from those estimates. | |||||||||||||
Segment Reporting | |||||||||||||
The results of the Company’s operations are aggregated into a single reportable segment for purposes of presenting financial information in accordance with the accounting guidance for segment reporting. | |||||||||||||
The following table summarizes the Company’s net revenue by specialties and subspecialties (in percentages): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Neonatal and other pediatric subspecialties | 50 | % | 52 | % | 56 | % | |||||||
Anesthesia | 36 | % | 32 | % | 27 | % | |||||||
Maternal-fetal | 9 | % | 11 | % | 12 | % | |||||||
Pediatric cardiology | 4 | % | 5 | % | 5 | % | |||||||
Other services | 1 | % | — | — | |||||||||
100 | % | 100 | % | 100 | % | ||||||||
Revenue Recognition | |||||||||||||
Patient service revenue is recognized at the time services are provided by the Company’s affiliated physicians. Almost all of the Company’s patient service revenue is reimbursed by government-sponsored healthcare 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 government-sponsored healthcare programs and insurance companies for such services. | |||||||||||||
In addition, the Company generates non-practice revenue for services rendered under various coding and billing contracts. Contract terms are specific to each customer and may include a combination of a flat fee for coding of medical charts, a fixed fee per patient visit as well as a percentage of cash collections received by the providers. Revenue for flat and fixed fee arrangements is recognized in the month the coding occurs or the patient visit occurs. Revenue for percentage fees are recognized in the month that cash is collected for customers from payors. Revenue recorded for these services during 2014 were immaterial. | |||||||||||||
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 government-sponsored healthcare 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 government agencies made up approximately 20% of net accounts receivable at December 31, 2014 and 2013. | |||||||||||||
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 of municipal debt securities, federal home loan securities and certificates of deposit. Investments with remaining maturities of less than one year are classified as short-term investments. Investments classified as long-term have maturities of one year to seven years. | |||||||||||||
The Company intends and has the ability to hold its held-to-maturity securities to maturity, and therefore carries such investments at amortized cost in accordance with the provisions of the accounting guidance for investments in debt and equity securities. | |||||||||||||
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 20 years for buildings; three to 10 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 capital 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 business acquisitions as required by the provisions of the accounting guidance for business combinations such that all business combinations are required to be accounted for at fair value. The guidance requires the Company to expense certain acquisition costs as they are incurred. In accordance with the acquisition method of accounting, any identifiable assets acquired and any liabilities assumed are recognized and measured at their 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 material adjustments recognized during the measurement period will be reflected retrospectively in the Consolidated Financial Statements of the subsequent period. | |||||||||||||
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 Sheet 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. See Note 6 for more information on the Company’s business acquisitions. | |||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||
The Company records acquired assets and liabilities at their respective fair values under the acquisition method of accounting. Goodwill represents the excess of cost over the fair value of the net assets acquired. Intangible assets with finite lives, principally physician and hospital agreements, customer relationships and trade names, are recognized apart from goodwill at the time of acquisition based on the contractual-legal and separability criteria established in the accounting guidance for business combinations. 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. The Company defines a reporting unit based upon its management structure for services provided in specific regions of the United States. The testing for impairment is completed using a two-step test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, a second step is performed to determine the amount of any impairment loss. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units. These approaches focus on discounted cash flows and market multiples based on the Company’s market capitalization to derive the fair value of a reporting unit. The Company also considers 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 in the third quarter of each of 2014, 2013 and 2012 and determined that goodwill was not impaired in any of the three years. | |||||||||||||
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, 2014 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 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 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. | |||||||||||||
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 and deferred stock to key employees under its Amended and Restated 2008 Incentive Compensation Plan. In accordance with the accounting guidance for stock-based compensation, 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 as required by the accounting guidance for stock-based compensation. The Company is required to assess its forfeiture estimates on at least an annual basis and adjust 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 and deferred stock and stock options calculated using the treasury stock method. Under the treasury stock method, the Company includes the assumed excess tax benefits related to the potential exercise or vesting of its stock-based awards using the difference between the average market price for the applicable period less the option price, if any, and the fair value of the stock-based award on the date of grant multiplied by the applicable tax rate. | |||||||||||||
Fair Value Measurements | |||||||||||||
In accordance with the accounting guidance for fair value measurements and disclosures, the Company carries its money market funds included in cash and cash equivalents at fair value. In accordance with the three-tier fair value hierarchy under this guidance, the Company determined the fair value using quoted market prices, a Level 1 input as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s money market funds had a carrying amount of $5.1 million and $5.3 million, respectively. | |||||||||||||
The Company also carries the cash surrender value of life insurance related to its deferred compensation arrangements at fair value. The investments underlying the life insurance contracts consist primarily of exchange-traded equity securities and mutual funds with quoted prices in active markets. In accordance with the three-tier fair value hierarchy, the Company determined the fair value using the cash surrender value of the life insurance, a Level 2 input as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s cash surrender value of life insurance had a carrying amount of $16.0 million and $17.1 million, respectively. | |||||||||||||
In addition, the Company carries its contingent consideration liabilities related to acquisitions at fair value. In accordance with the three-tier fair value hierarchy, the Company determined the fair value of its contingent consideration liabilities using the income approach with assumed discount rates and payment probabilities. The income approach uses Level 3, or unobservable inputs as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s contingent consideration liabilities had a fair value of $35.3 million and $43.0 million, respectively. See Note 6 for more information regarding the Company’s contingent consideration liabilities. | |||||||||||||
The carrying amounts of cash equivalents, short-term investments, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short maturities of the respective instruments. The carrying values of long-term investments, line of credit, long-term debt and capital lease obligations approximate fair value. If the Company’s line of credit and long-term debt were measured at fair value, they would be categorized as Level 2 in the fair value hierarchy. |
Investments
Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Investments | 3. Investments: | ||||||||||||||||
Investments held are summarized as follows (in thousands): | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Short-Term | Long-Term | Short-Term | Long-Term | ||||||||||||||
Municipal debt securities | $ | 5,539 | $ | 35,827 | $ | 5,492 | $ | 34,495 | |||||||||
Federal home loan securities | — | 27,030 | — | 22,520 | |||||||||||||
Certificates of deposit | 496 | 1,225 | 965 | 496 | |||||||||||||
$ | 6,035 | $ | 64,082 | $ | 6,457 | $ | 57,511 | ||||||||||
Contractual maturities of long-term investments are summarized as follows (in thousands): | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Due after one year through five years | $ | 54,959 | $ | 41,655 | |||||||||||||
Due after five years through seven years | 9,123 | 15,856 | |||||||||||||||
$ | 64,082 | $ | 57,511 | ||||||||||||||
Accounts_Receivable_and_Net_Re
Accounts Receivable and Net Revenue | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Accounts Receivable and Net Revenue | 4. Accounts Receivable and Net Revenue: | ||||||||||||
Accounts receivable, net consists of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Gross accounts receivable | $ | 1,200,958 | $ | 997,682 | |||||||||
Allowance for contractual adjustments and uncollectibles | (848,767 | ) | -712,285 | ||||||||||
$ | 352,191 | $ | 285,397 | ||||||||||
Net revenue consists of the following (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross revenue | $ | 7,662,556 | $ | 6,702,484 | $ | 5,691,790 | |||||||
Contractual adjustments and uncollectibles | (5,403,437 | ) | (4,695,232 | ) | (3,994,924 | ) | |||||||
Hospital contract administrative fees | 179,794 | 146,760 | 119,746 | ||||||||||
$ | 2,438,913 | $ | 2,154,012 | $ | 1,816,612 | ||||||||
Accounts receivable of $352.2 million and $285.4 million at December 31, 2014 and 2013, respectively, consist primarily of amounts due from government-sponsored healthcare programs and third-party insurance payors for services provided by the Company’s affiliated physicians. | |||||||||||||
Net revenue of $2.4 billion, $2.2 billion and $1.8 billion for the years ended December 31, 2014, 2013 and 2012, respectively, 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 government-sponsored programs, shifts in the percentage of patient services being reimbursed under government-sponsored 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 and other government-sponsored health care 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. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 5. Property and Equipment: | ||||||||
Property and equipment consists of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Building | $ | 22,981 | $ | 22,981 | |||||
Land | 6,683 | 6,683 | |||||||
Equipment and other | 133,279 | 117,246 | |||||||
162,943 | 146,910 | ||||||||
Accumulated depreciation | (96,895 | ) | (86,999 | ) | |||||
$ | 66,048 | $ | 59,911 | ||||||
At December 31, 2014 and 2013, property and equipment includes medical and other equipment held under capital leases of approximately $2.4 million and $1.4 million, and related accumulated depreciation of approximately $1.4 million and $1.2 million, respectively. The Company recorded depreciation expense of approximately $15.9 million, $15.5 million and $15.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Business_Acquisitions
Business Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Acquisitions | 6. Business Acquisitions: | ||||||||
During 2014, the Company completed 13 acquisitions, composed of 11 physician group practices, a complementary revenue cycle management company as well as a consulting services company for total consideration of $488.6 million, consisting of $479.4 million in cash and $9.2 million of contingent consideration. | |||||||||
The Company’s allocation of purchase price is as follows: | |||||||||
Current assets | $ | 11.8 | |||||||
Property and equipment | 3.8 | ||||||||
Goodwill | 389.6 | ||||||||
Other intangible assets | 124.8 | ||||||||
Current liabilities | (14.4 | ) | |||||||
Deferred income tax liabilities—long-term | (26.3 | ) | |||||||
Other long-term liabilities | (0.7 | ) | |||||||
$ | 488.6 | ||||||||
The physician practice acquisitions expanded the Company’s national network of physician practices. The Company expects to improve the results of these physician practices through improved managed care contracting, improved collections, identification of growth initiatives, as well as, operating and cost savings based upon the significant infrastructure it has developed. The acquisitions of the complementary services businesses establish service offerings that the Company expects will function as support for its own physician practices as well as a revenue generating outsourced services capability. | |||||||||
The contingent consideration of $9.2 million recorded during 2014 is related to agreements to pay additional amounts, based on the achievement of certain performance measures for up to five years ending after the acquisition dates. Potential payments under these provisions are not contingent upon the future employment of the sellers. Approximately $8.5 million of the contingent consideration was recorded as a liability and approximately $0.7 million was recorded as equity, all at acquisition-date fair value. The liability for contingent consideration was recorded using the income approach with assumed discount rates ranging from 2.5% to 5.3% over the applicable terms and an assumed payment probability of 100% for each of the applicable years. The range of the undiscounted amount the Company could pay under the contingent consideration agreements that were recorded with a fair value of $9.2 million is between $0 and $10.3 million. In addition, during 2014, the Company recorded a decrease to its contingent consideration liability of $1.6 million related to the change in fair value of certain contingent consideration agreements for which the performance measures will not be met. This change in fair value was recorded within operating income. | |||||||||
During 2014, the Company paid approximately $15.8 million for contingent consideration related to certain prior-period acquisitions, of which all but the accretion recorded during 2014 was accrued as of December 31, 2013. | |||||||||
Under all contingent consideration provisions, cash payments of up to $37.5 million may be due through 2019, of which $35.3 million is accrued as of December 31, 2014 with the remainder representing accretion that will be recorded through the respective dates of payment. | |||||||||
On June 1, 2014, the Company entered into two joint ventures, one in which it owns a 75% economic interest and one in which it owns a 37.5% economic interest. The financial results of the 75% owned joint venture are fully consolidated into the Company’s operating results and are not material to the Consolidated Financial Statements. In connection with the 37.5% owned joint venture, the Company completed a nonmonetary exchange of certain operations with a fair value of $7.7 million as contribution to the joint venture. The carrying value of the goodwill transferred of $7.2 million and the fixed assets transferred of $0.5 million approximated the fair value of the contribution to this joint venture, and accordingly no gain or loss was recognized on the transaction. The investment in this joint venture is included in other assets, net as presented in the Company’s Consolidated Balance Sheet. | |||||||||
During 2013, the Company completed the acquisition of 11 physician group practices for total consideration of $250.1 million, consisting of $236.7 million in cash and $13.4 million of contingent consideration. In connection with these acquisitions, the Company recorded goodwill of approximately $228.6 million, other intangible assets consisting primarily of physician and hospital agreements of approximately $29.6 million, and other liabilities of approximately $8.1 million. | |||||||||
The results of operations of the practices acquired in 2014 and 2013 have been included in the Company’s Consolidated Financial Statements from the dates of acquisition. The following unaudited pro forma information combines the consolidated results of operations of the Company on a GAAP basis and the acquisitions completed during 2014 and 2013, including adjustments for pro forma amortization and interest expense, as if the transactions had occurred on January 1, 2013 and January 1, 2012, respectively (in thousands, except per share data): | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net revenue | $ | 2,590,384 | $ | 2,494,968 | |||||
Net income | 326,216 | 301,076 | |||||||
Net income per common share (1): | |||||||||
Basic | $ | 3.31 | $ | 3.04 | |||||
Diluted | $ | 3.27 | $ | 2.98 | |||||
Weighted average common shares (1): | |||||||||
Basic | 98,588 | 99,112 | |||||||
Diluted | 99,887 | 100,969 | |||||||
-1 | The comparison of net income per common share is affected by the changes in the number of weighted average shares outstanding in each period. | ||||||||
The pro forma results do not necessarily represent results which would have occurred if the acquisitions had taken place at the beginning of the periods indicated, nor are they indicative of the results of future combined operations. |
Goodwill_and_Other_Assets
Goodwill and Other Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Other Assets | 7. Goodwill and Other Assets: | ||||||||
Goodwill was $2.8 billion and $2.4 billion at December 31, 2014 and 2013, respectively. The change in the carrying amount of goodwill of approximately $382.5 million during the year ended December 31, 2014 is primarily related to the Company’s 2014 acquisitions. The Company expects that approximately $229.3 million of the goodwill recorded during the year ended December 31, 2014 will be deductible for tax purposes. The change in the carrying amount of goodwill during the year ended December 31, 2013 of approximately $228.1 million related to the 2013 acquisitions. | |||||||||
Other assets consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Other intangible assets, net | $ | 198,136 | $ | 103,639 | |||||
Other assets | 37,289 | 25,799 | |||||||
$ | 235,425 | $ | 129,438 | ||||||
At December 31, 2014, other intangible assets consisted of amortizable hospital and other contracts, physician and hospital agreements, customer relationships and trade names with gross carrying amounts of approximately $299.0 million, less accumulated amortization of approximately $100.9 million. The customer relationships and trade names are related to the complementary revenue cycle management company acquired during 2014. At December 31, 2013, other intangible assets consisted of amortizable hospital and other contracts and physician and hospital agreements with gross carrying amounts of approximately $174.4 million, less accumulated amortization of approximately $70.8 million. | |||||||||
Amortization expense for existing other intangible assets was $30.1 million, $24.5 million and $15.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||
Amortization expense for existing other intangible assets for the next five years is expected to be as follows (in thousands): | |||||||||
2015 | $ | 36,874 | |||||||
2016 | 30,985 | ||||||||
2017 | 24,919 | ||||||||
2018 | 20,190 | ||||||||
2019 | 16,059 | ||||||||
The remaining weighted average amortization period of other intangible assets is 8.7 years. The calculation of the weighted average amortization period includes amortization expense related to years beyond 2019 of approximately $69.1 million. | |||||||||
Other assets of $37.3 million and $25.8 million at December 31, 2014 and 2013, respectively, consist primarily of the cash surrender value of life insurance related to the Company’s deferred compensation arrangements of $16.0 million and $17.1 million, respectively, and at December 31, 2014 also includes the Company’s investment in a joint venture of $9.5 million. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses: | ||||||||
Accounts payable and accrued expenses consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 32,783 | $ | 18,605 | |||||
Accrued salaries and bonuses | 231,390 | 189,439 | |||||||
Accrued payroll taxes and benefits | 49,858 | 43,403 | |||||||
Accrued professional liability | 19,718 | 19,324 | |||||||
Accrued contingent consideration | 17,010 | 19,833 | |||||||
Other accrued expenses | 29,899 | 18,150 | |||||||
$ | 380,658 | $ | 308,754 | ||||||
The net increase in accrued salaries and bonuses of $42.0 million, from $189.4 million at December 31, 2013 to $231.4 million at December 31, 2014, is primarily due to performance-based incentive compensation, principally to the Company’s physicians, accrued during the year ended December 31, 2014, partially offset by the payment of performance-based incentive compensation during the first quarter of 2014. A majority of the Company’s payments for performance-based incentive compensation is paid annually in the first quarter. |
Accrued_Professional_Liability
Accrued Professional Liability | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Health Care Organizations [Abstract] | |||||||||||||
Accrued Professional Liability | 9. Accrued Professional Liability: | ||||||||||||
At December 31, 2014 and 2013, the Company’s total accrued professional liability of $168.4 million and $158.7 million, respectively, includes incurred but not reported loss reserves of $120.6 million and $110.3 million, respectively, and loss reserves for reported claims associated with self-insured retention amounts through the Company’s wholly owned captive insurance subsidiary of $47.8 million and $48.4 million, respectively. | |||||||||||||
The activity related to the Company’s total accrued professional liability for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 158,691 | $ | 137,036 | $ | 122,847 | |||||||
Provision (adjustment) for losses related to: | |||||||||||||
Current year | 39,386 | 41,235 | 35,441 | ||||||||||
Prior years | (16,125 | ) | (8,100 | ) | (8,119 | ) | |||||||
Total provision for losses | 23,261 | 33,135 | 27,322 | ||||||||||
Claim payments related to: | |||||||||||||
Current year | (293 | ) | (741 | ) | (569 | ) | |||||||
Prior years | (13,290 | ) | (10,739 | ) | (12,564 | ) | |||||||
Total payments | (13,583 | ) | (11,480 | ) | (13,133 | ) | |||||||
Balance at end of year | $ | 168,369 | $ | 158,691 | $ | 137,036 | |||||||
The net increases in the Company’s total accrued professional liability for the years ended December 31, 2014 and 2013, are primarily attributable to increases in the current year provision for losses as a result of the increase in the number of physicians insured due to acquisitions and internal growth, offset by claim payments and adjustments to the provision for losses related to prior years resulting from favorable trends in the Company’s claims experience. |
LongTerm_Debt_and_Capital_Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt and Capital Lease Obligations | 10. Long-Term Debt and Capital Lease Obligations: | ||||||||
On October 29, 2014, the Company entered into a new credit agreement (the “Credit Agreement”), which replaced the Company’s amended and restated credit agreement. The Credit Agreement provides for a $1.3 billion unsecured revolving credit facility and a $200 million term loan and includes a $75 million sub-facility for swingline loans and a $37.5 million sub-facility for the issuance of letters of credit. The Company may increase the credit facility to up to $1.8 billion on an unsecured basis, subject to the satisfaction of specified conditions. The new credit facility matures on October 29, 2019 and is guaranteed by substantially all of the Company’s subsidiaries and affiliated professional contractors. At the Company’s option, borrowings under the Credit Agreement (other than swingline loans) will bear interest at (i) the Alternate Base Rate (defined as the higher of (a) the prime rate, (b) the Federal Funds Rate plus 1/2 of 1.00% and (c) LIBOR for an interest period of one month plus 1.00%) plus an applicable margin rate ranging from 0.125% to 0.750% based on the Company’s consolidated leverage ratio or (ii) the LIBOR rate plus an applicable margin rate ranging from 1.125% to 1.750% based on the Company’s consolidated leverage ratio. Swingline loans will bear interest at the alternate base rate plus the applicable margin. The Credit Agreement also calls for other customary fees and charges, including an unused commitment fee ranging from 0.150% to 0.300% of the unused lending commitments, based on the Company’s consolidated leverage ratio. | |||||||||
The Credit Agreement contains customary covenants and restrictions, including covenants that require the Company to maintain a minimum interest coverage ratio, not to exceed a specified consolidated leverage ratio and to comply with laws. The New Credit Agreement permits us to pay dividends and make certain other distributions, subject to limitations specified therein. Failure to comply with these covenants would constitute an event of default under the Credit Agreement, notwithstanding the ability of the Company to meet its debt service obligations. The Credit Agreement also includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement. At December 31, 2014, the Company believes it was in compliance, in all material respects, with the financial covenants and other restrictions applicable under the Credit Agreement. | |||||||||
Long-term debt consists of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Term loan | $ | 200,000 | $ | — | |||||
Revolving line of credit | 368,000 | 27,000 | |||||||
568,000 | 27,000 | ||||||||
Less: Current portion | (10,000 | ) | — | ||||||
Long-term portion | $ | 558,000 | $ | 27,000 | |||||
The Company has an outstanding letter of credit associated with its professional liability insurance program which reduced the amount available under the Credit Agreement by $0.2 million at December 31, 2014. At December 31, 2014, the Company had an available balance on its Credit Agreement of $931.8 million. | |||||||||
Aggregate annual maturities of the Company’s term loan as of December 31, 2014 are as follows (in thousands): | |||||||||
2015 | $ | 10,000 | |||||||
2016 | 10,000 | ||||||||
2017 | 20,000 | ||||||||
2018 | 30,000 | ||||||||
2019 and thereafter | 130,000 | ||||||||
The Company’s capital lease obligations consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Capital lease obligations | $ | 1,320 | $ | 235 | |||||
Less: Current portion | (465 | ) | (92 | ) | |||||
Long-term portion | $ | 855 | $ | 143 | |||||
The amounts due under the terms of the Company’s capital lease obligations at December 31, 2014 are as follows: | |||||||||
2015 | $ | 465 | |||||||
2016 | 414 | ||||||||
2017 | 332 | ||||||||
2018 | 67 | ||||||||
2019 | 42 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||
Income Taxes | 11. Income Taxes: | ||||||||||||||||||||||||
The components of the income tax provision are as follows (in thousands): | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Federal: | |||||||||||||||||||||||||
Current | $ | 167,745 | $ | 134,938 | $ | 111,940 | |||||||||||||||||||
Deferred | 2,262 | 14,784 | 19,814 | ||||||||||||||||||||||
170,007 | 149,722 | 131,754 | |||||||||||||||||||||||
State: | |||||||||||||||||||||||||
Current | 21,109 | 17,037 | 13,980 | ||||||||||||||||||||||
Deferred | 297 | 1,136 | 1,530 | ||||||||||||||||||||||
21,406 | 18,173 | 15,510 | |||||||||||||||||||||||
Total | $ | 191,413 | $ | 167,895 | $ | 147,264 | |||||||||||||||||||
The Company files its tax return on a consolidated basis with its subsidiaries. The remaining affiliated professional contractors file tax returns on an individual basis. | |||||||||||||||||||||||||
The effective tax rate was 37.63%, 37.44% and 37.94% for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
The differences between the effective rate and the United States federal income tax statutory rate are as follows: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Tax at statutory rate | 35 | % | 35 | % | 35 | % | |||||||||||||||||||
State income tax, net of federal benefit | 2.74 | 2.63 | 2.6 | ||||||||||||||||||||||
Non-deductible expenses | 0.33 | 0.27 | 0.36 | ||||||||||||||||||||||
Change in accrual estimates relating to uncertain tax positions | (0.59 | ) | (0.48 | ) | (0.15 | ) | |||||||||||||||||||
Other, net | 0.15 | 0.02 | 0.13 | ||||||||||||||||||||||
Income tax provision | 37.63 | % | 37.44 | % | 37.94 | % | |||||||||||||||||||
The significant components of deferred income tax assets and liabilities are as follows (in thousands): | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Total | Current | Non- | Total | Current | Non- | ||||||||||||||||||||
Current | Current | ||||||||||||||||||||||||
Allowance for uncollectible accounts | $ | 48,178 | $ | 48,178 | $ | — | $ | 42,425 | $ | 42,425 | $ | — | |||||||||||||
Reserves and accruals | 62,708 | 26,066 | 36,642 | 52,519 | 18,341 | 34,178 | |||||||||||||||||||
Stock-based compensation | 14,354 | 8,346 | 6,008 | 16,457 | 3,628 | 12,829 | |||||||||||||||||||
Net operating loss carryforward | 10,933 | 1,504 | 9,429 | 6,385 | 3,744 | 2,641 | |||||||||||||||||||
Property and equipment | 1,524 | — | 1,524 | 1,310 | — | 1,310 | |||||||||||||||||||
Other | 1,461 | 583 | 878 | 446 | 446 | — | |||||||||||||||||||
Total deferred tax assets | 139,158 | 84,677 | 54,481 | 119,542 | 68,584 | 50,958 | |||||||||||||||||||
Amortization | (214,968 | ) | — | (214,968 | ) | (162,399 | ) | — | (162,399 | ) | |||||||||||||||
Accrual to cash adjustment | (38,524 | ) | (38,524 | ) | — | (37,818 | ) | (37,818 | ) | — | |||||||||||||||
Other | (192 | ) | (192 | ) | — | — | — | — | |||||||||||||||||
Total deferred tax liabilities | (253,684 | ) | (38,716 | ) | (214,968 | ) | (200,217 | ) | (37,818 | ) | (162,399 | ) | |||||||||||||
Net deferred tax (liability) asset | $ | (114,526 | ) | $ | 45,961 | $ | (160,487 | ) | $ | (80,675 | ) | $ | 30,766 | $ | (111,441 | ) | |||||||||
The income tax benefit related to the exercise of stock options, the vesting of restricted and deferred stock and the purchase of shares under the Company’s non-qualified employee stock purchase plan in excess of amounts recorded as equity compensation expense reduces taxes currently payable and is credited to additional paid-in capital. Such amounts totaled approximately $17.5 million, $19.0 million, and $6.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
The Company has net operating loss carryforwards for federal and state tax purposes totaling approximately $29.0 million, $16.9 million, and $14.9 million at December 31, 2014, 2013 and 2012, respectively, expiring at various times in 2019 through 2034. The changes in net operating loss carryforwards in 2014 and 2013 are primarily due to timing differences related to the recognition of income for tax purposes associated with physician practice acquisitions. | |||||||||||||||||||||||||
As of December 31, 2014, 2013 and 2012, the Company’s liability for uncertain tax positions, excluding accrued interest and penalties, was $17.2 million, $14.9 million and $13.1 million, respectively. The Company had approximately $16.1 million of uncertain tax positions that, if recognized, would favorably impact its effective tax rate at December 31, 2014. | |||||||||||||||||||||||||
The following table summarizes the activity related to the Company’s liability for uncertain tax positions for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Balance at beginning of year | $ | 14,902 | $ | 13,072 | $ | 16,165 | |||||||||||||||||||
Increases related to prior year tax positions | 40 | 338 | 102 | ||||||||||||||||||||||
Decreases related to prior year tax positions | — | (38 | ) | — | |||||||||||||||||||||
Increases related to current year tax positions | 3,750 | 2,955 | 2,478 | ||||||||||||||||||||||
Decreases related to current year tax positions | — | — | (3,671 | ) | |||||||||||||||||||||
Decreases related to lapse of statutes of limitations | (1,527 | ) | (1,425 | ) | (2,002 | ) | |||||||||||||||||||
Balance at end of year | $ | 17,165 | $ | 14,902 | $ | 13,072 | |||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company increased its liability for uncertain tax positions by a total of $2.3 million and $1.8 million, respectively, primarily related to additional taxes on current year positions, partially offset by decreases due to the expiration of statutes of limitation. | |||||||||||||||||||||||||
The Company includes interest and penalties related to income tax liabilities in income tax expense. The Company recognized a net increase of $0.3 million related to interest and penalties during the year ended December 31, 2014. The Company recognized a net decrease of $0.6 million and a net increase of $0.3 million, respectively, of interest and penalties related to income tax liabilities during the years ended December 31, 2013 and 2012. At December 31, 2014 and 2013, the Company’s accrued liability for interest and penalties related to income tax liabilities totaled $8.7 million and $8.4 million, respectively. | |||||||||||||||||||||||||
At December 31, 2014 and 2013, the Company’s total liability for uncertain tax positions of $25.9 million and $23.3 million, respectively, is included in other liabilities as presented in the Company’s Consolidated Balance Sheet. | |||||||||||||||||||||||||
The Company anticipates that its liability for uncertain tax positions will be increased by approximately $4.9 million for additional taxes and decreased by approximately $1.7 million related to the expiration of certain statutes of limitation over the next 12 months. | |||||||||||||||||||||||||
The Company is currently subject to U.S. Federal and various state income tax examinations for the tax years 2004 through 2013. |
Common_and_Common_Equivalent_S
Common and Common Equivalent Shares | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Common and Common Equivalent Shares | 12. 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, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average number of common shares outstanding | 98,588 | 99,112 | 97,386 | ||||||||||
Weighted average number of dilutive common share equivalents | 1,299 | 1,857 | 1,996 | ||||||||||
Weighted average number of common and common equivalent shares outstanding | 99,887 | 100,969 | 99,382 | ||||||||||
Antidilutive securities not included in the diluted net income per common share calculation | 1 | 35 | 58 | ||||||||||
Stock_Incentive_Plans_and_Stoc
Stock Incentive Plans and Stock Purchase Plan | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock Incentive Plans and Stock Purchase Plan | 13. Stock Incentive Plans and Stock Purchase Plan: | ||||||||||||||||
The Company’s Amended and Restated 2008 Incentive Compensation Plan, as amended (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 or service-based conditions. The Company recognizes compensation expense related to its restricted stock and deferred stock awards ratably over the corresponding vesting periods. At December 31, 2014, the Company had approximately 6.3 million shares available for future grants and awards under its Amended and Restated 2008 Incentive Plan. | |||||||||||||||||
Under the Company’s 1996 Non-Qualified Employee Stock Purchase Plan, as amended (the “Stock Purchase Plan”), 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. In accordance with the provisions of the accounting guidance for stock-based compensation, the Company recognizes stock-based compensation expense for the 15% discount received by participating employees. During the year ended December 31, 2014, approximately 260,000 shares were issued under the Stock Purchase Plan. At December 31, 2014, the Company had approximately 335,000 shares reserved for issuance under the Stock Purchase Plan. | |||||||||||||||||
The Company recognized approximately $31.7 million, $31.3 million and $28.4 million of stock-based compensation expense related to its stock incentive plans and the Stock Purchase Plan during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
The activity related to the Company’s restricted and deferred stock awards and the corresponding weighted average grant-date fair values for the year ended December 31, 2014 are as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Fair | ||||||||||||||||
Value | |||||||||||||||||
Non-vested shares at January 1, 2014 | 1,519,976 | $ | 37.78 | ||||||||||||||
Awarded | 529,431 | $ | 57.73 | ||||||||||||||
Forfeited | (33,569 | ) | $ | 42.19 | |||||||||||||
Vested | (744,794 | ) | $ | 37.9 | |||||||||||||
Non-vested shares at December 31, 2014 | 1,271,044 | $ | 46.8 | ||||||||||||||
The aggregate fair value of the restricted and deferred stock that vested during the years ended December 31, 2014, 2013 and 2012 was approximately $28.2 million, $33.3 million and $23.0 million, respectively. | |||||||||||||||||
The weighted average grant-date fair value of restricted and deferred stock awards that were granted during the years ended December 31, 2014, 2013 and 2012 was $57.73, $46.48 and $30.06, respectively. | |||||||||||||||||
At December 31, 2014, the total stock-based compensation cost related to non-vested restricted and deferred stock remaining to be recognized as compensation expense over a weighted-average period of approximately 1.4 years was $26.1 million. | |||||||||||||||||
The Company did not grant any stock options during 2014 or 2013, and all stock-based compensation cost related to stock options has been recognized. The activity and certain other information related to the Company’s outstanding stock option awards for the year ended December 31, 2014 are as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | (in millions) | |||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding at January 1, 2014 | 1,966,170 | $ | 26.74 | ||||||||||||||
Exercised | (1,151,576 | ) | $ | 26.16 | $ | 38.8 | |||||||||||
Forfeited | (500 | ) | $ | 27.72 | — | ||||||||||||
Outstanding and exercisable at December 31, 2014 | 814,094 | $ | 27.57 | 3.6 | $ | 31.4 | |||||||||||
The aggregate intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $38.8 million, $35.4 million and $18.1 million, respectively. | |||||||||||||||||
The net excess tax benefit recognized in additional paid-in capital related primarily to stock options, restricted stock and deferred stock for the years ended December 31, 2014, 2013 and 2012 was approximately $17.5 million, $19.0 million and $6.2 million, respectively. The cash proceeds received from the exercise of stock options for the years ended December 31, 2014, 2013 and 2012 were approximately $30.1 million, $18.9 million and $20.8 million, respectively. |
Common_Stock_Repurchase_Progra
Common Stock Repurchase Programs | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Common Stock Repurchase Programs | 14. 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 our 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. In October 2014, the Company announced that its Board of Directors had authorized the repurchase of up to $600.0 million of shares of the Company’s common stock in addition to its existing share repurchase program. | |
During the year ended December 31, 2014, the Company repurchased approximately 7.1 million shares of its common stock for approximately $488.4 million, including shares withheld to satisfy minimum statutory tax withholding obligations with a fair value of $1.1 million in connection with the vesting of deferred stock during the period and the aggregate value of common stock held back pending final settlement of an accelerated share repurchase program discussed below. | |
On December 15, 2014, the Company entered into uncollared accelerated share repurchase (“ASR”) agreement with an investment bank. Under the ASR agreement, the Company agreed to purchase $200.0 million of its common stock in total. On December 17, 2014, the Company paid a total of $200.0 million to an investment bank, which in turn delivered to the Company approximately 2.5 million shares of the Company’s common stock in total based on the market price of a share of Company common stock on December 12, 2014. The payment was recorded as a reduction to the respective components of shareholders’ equity. The final number of shares of common stock that the Company may receive, or may be required to remit, upon settlement under the ASR agreement will be based upon the average daily volume weighted-average price of the Company’s common stock during the term of the ASR agreement, less a negotiated discount. Final settlement of the ASR agreement is expected to occur within seven months of commencement of the program, and may occur earlier at the option of the investment bank. The terms of the ASR agreement are subject to adjustment if the Company were to enter into or announce certain types of transactions that may affect the Company’s common stock. If the Company is obligated to make an adjustment payment to the investment bank under the ASR agreement, the Company may elect to satisfy such obligation in cash or in shares of the Company’s common stock. The ASR agreement was funded by borrowings under the Company’s Credit Agreement discussed in Note 10. | |
The Company intends to utilize various methods to effect any additional 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, 2014 | ||
Compensation and Retirement Disclosure [Abstract] | ||
Retirement Plans | 15 | Retirement Plans: |
The Company maintains three 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 of $34.3 million, $29.8 million and $24.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, primarily related to the 401(k) Plans. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 16. 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 common stock. The Company has not included an accrual for these matters as of December 31, 2014 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 or results of operations. 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 common stock. | |||||
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 and results of operations. | |||||
The Company leases space for its regional, medical and business offices, storage space and temporary housing of medical staff. The Company also leases an aircraft. Rent expense for the years ended December 31, 2014, 2013 and 2012 was approximately $27.8 million, $26.4 million, and $23.9 million, respectively. | |||||
Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 are as follows (in thousands): | |||||
2015 | $ | 27,272 | |||
2016 | 21,579 | ||||
2017 | 16,894 | ||||
2018 | 12,347 | ||||
2019 | 7,600 | ||||
Thereafter | 10,928 | ||||
$ | 96,620 | ||||
Selected_Quarterly_Financial_I
Selected Quarterly Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Selected Quarterly Financial Information | 17. Selected Quarterly Financial Information (Unaudited): | ||||||||||||||||
The following tables set forth a summary of the Company’s selected quarterly financial information for each of the four quarters ended December 31, 2014 and 2013 (in thousands, except for per share data): | |||||||||||||||||
2014 Quarters | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Net revenue | $ | 566,338 | $ | 595,544 | $ | 626,506 | $ | 650,525 | |||||||||
Operating expenses: | |||||||||||||||||
Practice salaries and benefits | 372,040 | 372,216 | 394,794 | 404,345 | |||||||||||||
Practice supplies and other operating expenses | 21,417 | 22,466 | 21,570 | 23,549 | |||||||||||||
General and administrative expenses | 58,414 | 60,829 | 60,643 | 67,641 | |||||||||||||
Depreciation and amortization | 10,370 | 10,361 | 11,356 | 13,903 | |||||||||||||
Total operating expenses | 462,241 | 465,872 | 488,363 | 509,438 | |||||||||||||
Income from operations | 104,097 | 129,672 | 138,143 | 141,087 | |||||||||||||
Investment income | 1,635 | 335 | 563 | 195 | |||||||||||||
Interest expense | (1,371 | ) | (2,188 | ) | (2,019 | ) | (3,313 | ) | |||||||||
Equity in earnings of unconsolidated affiliate | — | 150 | 725 | 905 | |||||||||||||
Total non-operating expenses | 264 | (1,703 | ) | (731 | ) | (2,213 | ) | ||||||||||
Income before income taxes | 104,361 | 127,969 | 137,412 | 138,874 | |||||||||||||
Income tax provision | 40,701 | 48,944 | 51,174 | 50,594 | |||||||||||||
Net income | 63,660 | 79,025 | 86,238 | 88,280 | |||||||||||||
Net (income) loss attributable to noncontrolling interests | — | (9 | ) | (31 | ) | 118 | |||||||||||
Net income attributable to MEDNAX, Inc. | $ | 63,660 | $ | 79,016 | $ | 86,207 | $ | 88,398 | |||||||||
Per common and common equivalent share data (1): | |||||||||||||||||
Net income attributable to MEDNAX, Inc.: | |||||||||||||||||
Basic | $ | 0.64 | $ | 0.8 | $ | 0.87 | $ | 0.9 | |||||||||
Diluted | $ | 0.63 | $ | 0.79 | $ | 0.86 | $ | 0.89 | |||||||||
Weighted average common shares: | |||||||||||||||||
Basic | 99,076 | 98,411 | 99,088 | 98,066 | |||||||||||||
Diluted | 100,696 | 99,866 | 100,145 | 99,129 | |||||||||||||
-1 | Basic and diluted per share amounts are computed for each of the periods presented. Accordingly, the sum of the quarterly per share amounts may not agree with the full year amount. | ||||||||||||||||
2013 Quarters | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Net revenue | $ | 502,715 | $ | 529,180 | $ | 554,730 | $ | 567,387 | |||||||||
Operating expenses: | |||||||||||||||||
Practice salaries and benefits | 329,201 | 331,922 | 346,879 | 353,316 | |||||||||||||
Practice supplies and other operating expenses | 19,500 | 19,416 | 19,445 | 24,027 | |||||||||||||
General and administrative expenses | 53,318 | 54,601 | 54,654 | 55,636 | |||||||||||||
Depreciation and amortization | 9,144 | 9,870 | 10,461 | 10,491 | |||||||||||||
Total operating expenses | 411,163 | 415,809 | 431,439 | 443,470 | |||||||||||||
Income from operations | 91,552 | 113,371 | 123,291 | 123,917 | |||||||||||||
Investment income | 402 | 396 | 372 | 526 | |||||||||||||
Interest expense | (1,189 | ) | (1,673 | ) | (1,507 | ) | (1,046 | ) | |||||||||
Income before income taxes | 90,765 | 112,094 | 122,156 | 123,397 | |||||||||||||
Income tax provision | 35,398 | 42,876 | 45,198 | 44,423 | |||||||||||||
Net income | $ | 55,367 | $ | 69,218 | $ | 76,958 | $ | 78,974 | |||||||||
Per common and common equivalent share data (1): | |||||||||||||||||
Net income: | |||||||||||||||||
Basic | $ | 0.56 | $ | 0.7 | $ | 0.77 | $ | 0.79 | |||||||||
Diluted | $ | 0.55 | $ | 0.68 | $ | 0.76 | $ | 0.78 | |||||||||
Weighted average shares: | |||||||||||||||||
Basic | 98,618 | 99,116 | 99,506 | 99,469 | |||||||||||||
Diluted | 100,784 | 101,098 | 101,178 | 101,080 | |||||||||||||
-1 | Basic and diluted per share amounts are computed for each of the periods presented. Accordingly, the sum of the quarterly per share amounts may not agree with the full year amount. |
Schedule_II_Valuation_and_Qual
Schedule II: Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||
Schedule II: Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Allowance for contractual adjustments and uncollectibles: | |||||||||||||
Balance at beginning of year | $ | 712,285 | $ | 624,896 | $ | 576,030 | |||||||
Amount charged against operating revenue | 5,403,437 | 4,695,232 | 3,994,924 | ||||||||||
Accounts receivable contractual adjustments and write-offs (net of recoveries) | (5,266,955 | ) | (4,607,843 | ) | (3,946,058 | ) | |||||||
Balance at end of year | $ | 848,767 | $ | 712,285 | $ | 624,896 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Principles of Presentation | Principles of Presentation | ||||||||||||
The 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. | |||||||||||||
On June 1, 2014, the Company entered into a joint venture in which it owns a 75% economic interest. The Company has a management agreement with the joint venture and, based on the terms of the agreement, the Company has determined that the joint venture is a variable interest entity for which the Company is the primary beneficiary as defined in the accounting guidance for consolidation. Accordingly, the financial results of the joint venture are fully consolidated into the Company’s operating results. The equity interests of the outside investor in the equity and results of operations of this consolidated entity are accounted for and presented as noncontrolling interests. Also on June 1, 2014, the Company entered into a second 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. | |||||||||||||
Reclassifications have been made to certain prior period financial statements to conform with the current year presentation. Specifically, the Company reclassified $40.7 million of its deferred tax assets as of December 31, 2013 from current deferred income taxes to long-term deferred income taxes. This revision represents the correction of an error in the classification of certain deferred tax assets in our prior period Consolidated Financial Statements that the Company has determined to be immaterial. | |||||||||||||
All share and per share data set forth herein give effect to the two-for-one split of the Company’s common stock that became effective on December 19, 2013. | |||||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | ||||||||||||
In May 2014, the accounting guidance related to revenue recognition was amended to outline a single, comprehensive model for accounting for revenue from contracts with customers. While the new guidance supersedes existing revenue recognition guidance, it closely aligns with current accounting principles generally accepted in the United States of America (“GAAP”). The new guidance will become effective for the Company on January 1, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on the Company’s Consolidated Financial Statements. | |||||||||||||
Accounting Estimates and Assumptions | Accounting Estimates and Assumptions | ||||||||||||
The preparation of financial statements in conformity with 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, the fair value of goodwill, and liabilities for uncertain tax positions. Actual results could differ from those estimates. | |||||||||||||
Segment Reporting | Segment Reporting | ||||||||||||
The results of the Company’s operations are aggregated into a single reportable segment for purposes of presenting financial information in accordance with the accounting guidance for segment reporting. | |||||||||||||
The following table summarizes the Company’s net revenue by specialties and subspecialties (in percentages): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Neonatal and other pediatric subspecialties | 50 | % | 52 | % | 56 | % | |||||||
Anesthesia | 36 | % | 32 | % | 27 | % | |||||||
Maternal-fetal | 9 | % | 11 | % | 12 | % | |||||||
Pediatric cardiology | 4 | % | 5 | % | 5 | % | |||||||
Other services | 1 | % | — | — | |||||||||
100 | % | 100 | % | 100 | % | ||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Patient service revenue is recognized at the time services are provided by the Company’s affiliated physicians. Almost all of the Company’s patient service revenue is reimbursed by government-sponsored healthcare 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 government-sponsored healthcare programs and insurance companies for such services. | |||||||||||||
In addition, the Company generates non-practice revenue for services rendered under various coding and billing contracts. Contract terms are specific to each customer and may include a combination of a flat fee for coding of medical charts, a fixed fee per patient visit as well as a percentage of cash collections received by the providers. Revenue for flat and fixed fee arrangements is recognized in the month the coding occurs or the patient visit occurs. Revenue for percentage fees are recognized in the month that cash is collected for customers from payors. Revenue recorded for these services during 2014 were immaterial. | |||||||||||||
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 government-sponsored healthcare 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 government agencies made up approximately 20% of net accounts receivable at December 31, 2014 and 2013. | |||||||||||||
Cash Equivalents | 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 of municipal debt securities, federal home loan securities and certificates of deposit. Investments with remaining maturities of less than one year are classified as short-term investments. Investments classified as long-term have maturities of one year to seven years. | |||||||||||||
The Company intends and has the ability to hold its held-to-maturity securities to maturity, and therefore carries such investments at amortized cost in accordance with the provisions of the accounting guidance for investments in debt and equity securities. | |||||||||||||
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 20 years for buildings; three to 10 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 capital 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 business acquisitions as required by the provisions of the accounting guidance for business combinations such that all business combinations are required to be accounted for at fair value. The guidance requires the Company to expense certain acquisition costs as they are incurred. In accordance with the acquisition method of accounting, any identifiable assets acquired and any liabilities assumed are recognized and measured at their 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 material adjustments recognized during the measurement period will be reflected retrospectively in the Consolidated Financial Statements of the subsequent period. | |||||||||||||
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 Sheet 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. See Note 6 for more information on the Company’s business acquisitions. | |||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | ||||||||||||
The Company records acquired assets and liabilities at their respective fair values under the acquisition method of accounting. Goodwill represents the excess of cost over the fair value of the net assets acquired. Intangible assets with finite lives, principally physician and hospital agreements, customer relationships and trade names, are recognized apart from goodwill at the time of acquisition based on the contractual-legal and separability criteria established in the accounting guidance for business combinations. 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. The Company defines a reporting unit based upon its management structure for services provided in specific regions of the United States. The testing for impairment is completed using a two-step test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, a second step is performed to determine the amount of any impairment loss. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units. These approaches focus on discounted cash flows and market multiples based on the Company’s market capitalization to derive the fair value of a reporting unit. The Company also considers 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 in the third quarter of each of 2014, 2013 and 2012 and determined that goodwill was not impaired in any of the three years. | |||||||||||||
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, 2014 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 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 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. | |||||||||||||
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 and deferred stock to key employees under its Amended and Restated 2008 Incentive Compensation Plan. In accordance with the accounting guidance for stock-based compensation, 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 as required by the accounting guidance for stock-based compensation. The Company is required to assess its forfeiture estimates on at least an annual basis and adjust 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 and deferred stock and stock options calculated using the treasury stock method. Under the treasury stock method, the Company includes the assumed excess tax benefits related to the potential exercise or vesting of its stock-based awards using the difference between the average market price for the applicable period less the option price, if any, and the fair value of the stock-based award on the date of grant multiplied by the applicable tax rate. | |||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||
In accordance with the accounting guidance for fair value measurements and disclosures, the Company carries its money market funds included in cash and cash equivalents at fair value. In accordance with the three-tier fair value hierarchy under this guidance, the Company determined the fair value using quoted market prices, a Level 1 input as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s money market funds had a carrying amount of $5.1 million and $5.3 million, respectively. | |||||||||||||
The Company also carries the cash surrender value of life insurance related to its deferred compensation arrangements at fair value. The investments underlying the life insurance contracts consist primarily of exchange-traded equity securities and mutual funds with quoted prices in active markets. In accordance with the three-tier fair value hierarchy, the Company determined the fair value using the cash surrender value of the life insurance, a Level 2 input as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s cash surrender value of life insurance had a carrying amount of $16.0 million and $17.1 million, respectively. | |||||||||||||
In addition, the Company carries its contingent consideration liabilities related to acquisitions at fair value. In accordance with the three-tier fair value hierarchy, the Company determined the fair value of its contingent consideration liabilities using the income approach with assumed discount rates and payment probabilities. The income approach uses Level 3, or unobservable inputs as defined under the accounting guidance for fair value measurements. At December 31, 2014 and 2013, the Company’s contingent consideration liabilities had a fair value of $35.3 million and $43.0 million, respectively. See Note 6 for more information regarding the Company’s contingent consideration liabilities. | |||||||||||||
The carrying amounts of cash equivalents, short-term investments, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short maturities of the respective instruments. The carrying values of long-term investments, line of credit, long term-debt and capital lease obligations approximate fair value. If the Company’s line of credit and long-term debt were measured at fair value, they would be categorized as Level 2 in the fair value hierarchy. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Schedule of Net Revenue by Specialties and Subspecialties | The following table summarizes the Company’s net revenue by specialties and subspecialties (in percentages): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Neonatal and other pediatric subspecialties | 50 | % | 52 | % | 56 | % | |||||||
Anesthesia | 36 | % | 32 | % | 27 | % | |||||||
Maternal-fetal | 9 | % | 11 | % | 12 | % | |||||||
Pediatric cardiology | 4 | % | 5 | % | 5 | % | |||||||
Other services | 1 | % | — | — | |||||||||
100 | % | 100 | % | 100 | % | ||||||||
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Schedule of Investments | Investments held are summarized as follows (in thousands): | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Short-Term | Long-Term | Short-Term | Long-Term | ||||||||||||||
Municipal debt securities | $ | 5,539 | $ | 35,827 | $ | 5,492 | $ | 34,495 | |||||||||
Federal home loan securities | — | 27,030 | — | 22,520 | |||||||||||||
Certificates of deposit | 496 | 1,225 | 965 | 496 | |||||||||||||
$ | 6,035 | $ | 64,082 | $ | 6,457 | $ | 57,511 | ||||||||||
Schedule of Contractual Maturities of Long-Term Investments | Contractual maturities of long-term investments are summarized as follows (in thousands): | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Due after one year through five years | $ | 54,959 | $ | 41,655 | |||||||||||||
Due after five years through seven years | 9,123 | 15,856 | |||||||||||||||
$ | 64,082 | $ | 57,511 | ||||||||||||||
Accounts_Receivable_and_Net_Re1
Accounts Receivable and Net Revenue (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Gross accounts receivable | $ | 1,200,958 | $ | 997,682 | |||||||||
Allowance for contractual adjustments and uncollectibles | (848,767 | ) | -712,285 | ||||||||||
$ | 352,191 | $ | 285,397 | ||||||||||
Schedule of Net Revenue | Net revenue consists of the following (in thousands): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross revenue | $ | 7,662,556 | $ | 6,702,484 | $ | 5,691,790 | |||||||
Contractual adjustments and uncollectibles | (5,403,437 | ) | (4,695,232 | ) | (3,994,924 | ) | |||||||
Hospital contract administrative fees | 179,794 | 146,760 | 119,746 | ||||||||||
$ | 2,438,913 | $ | 2,154,012 | $ | 1,816,612 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Building | $ | 22,981 | $ | 22,981 | |||||
Land | 6,683 | 6,683 | |||||||
Equipment and other | 133,279 | 117,246 | |||||||
162,943 | 146,910 | ||||||||
Accumulated depreciation | (96,895 | ) | (86,999 | ) | |||||
$ | 66,048 | $ | 59,911 | ||||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Summary of Company's Purchase Allocation Price | The Company’s allocation of purchase price is as follows: | ||||||||
Current assets | $ | 11.8 | |||||||
Property and equipment | 3.8 | ||||||||
Goodwill | 389.6 | ||||||||
Other intangible assets | 124.8 | ||||||||
Current liabilities | (14.4 | ) | |||||||
Deferred income tax liabilities—long-term | (26.3 | ) | |||||||
Other long-term liabilities | (0.7 | ) | |||||||
$ | 488.6 | ||||||||
Schedule of Pro Forma Information Combines Consolidated Results of Company and Business Acquisitions | The following unaudited pro forma information combines the consolidated results of operations of the Company on a GAAP basis and the acquisitions completed during 2014 and 2013, including adjustments for pro forma amortization and interest expense, as if the transactions had occurred on January 1, 2013 and January 1, 2012, respectively (in thousands, except per share data): | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net revenue | $ | 2,590,384 | $ | 2,494,968 | |||||
Net income | 326,216 | 301,076 | |||||||
Net income per common share (1): | |||||||||
Basic | $ | 3.31 | $ | 3.04 | |||||
Diluted | $ | 3.27 | $ | 2.98 | |||||
Weighted average common shares (1): | |||||||||
Basic | 98,588 | 99,112 | |||||||
Diluted | 99,887 | 100,969 | |||||||
-1 | The comparison of net income per common share is affected by the changes in the number of weighted average shares outstanding in each period. |
Goodwill_and_Other_Assets_Tabl
Goodwill and Other Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Other Assets | Other assets consist of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Other intangible assets, net | $ | 198,136 | $ | 103,639 | |||||
Other assets | 37,289 | 25,799 | |||||||
$ | 235,425 | $ | 129,438 | ||||||
Amortization Expenses for Existing Other Intangible Assets for the Next Five Years | Amortization expense for existing other intangible assets for the next five years is expected to be as follows (in thousands): | ||||||||
2015 | $ | 36,874 | |||||||
2016 | 30,985 | ||||||||
2017 | 24,919 | ||||||||
2018 | 20,190 | ||||||||
2019 | 16,059 |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 32,783 | $ | 18,605 | |||||
Accrued salaries and bonuses | 231,390 | 189,439 | |||||||
Accrued payroll taxes and benefits | 49,858 | 43,403 | |||||||
Accrued professional liability | 19,718 | 19,324 | |||||||
Accrued contingent consideration | 17,010 | 19,833 | |||||||
Other accrued expenses | 29,899 | 18,150 | |||||||
$ | 380,658 | $ | 308,754 | ||||||
Accrued_Professional_Liability1
Accrued Professional Liability (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Health Care Organizations [Abstract] | |||||||||||||
Schedule of Accrued Professional Liability | The activity related to the Company’s total accrued professional liability for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 158,691 | $ | 137,036 | $ | 122,847 | |||||||
Provision (adjustment) for losses related to: | |||||||||||||
Current year | 39,386 | 41,235 | 35,441 | ||||||||||
Prior years | (16,125 | ) | (8,100 | ) | (8,119 | ) | |||||||
Total provision for losses | 23,261 | 33,135 | 27,322 | ||||||||||
Claim payments related to: | |||||||||||||
Current year | (293 | ) | (741 | ) | (569 | ) | |||||||
Prior years | (13,290 | ) | (10,739 | ) | (12,564 | ) | |||||||
Total payments | (13,583 | ) | (11,480 | ) | (13,133 | ) | |||||||
Balance at end of year | $ | 168,369 | $ | 158,691 | $ | 137,036 | |||||||
LongTerm_Debt_and_Capital_Leas1
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-Term Debt | Long-term debt consists of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Term loan | $ | 200,000 | $ | — | |||||
Revolving line of credit | 368,000 | 27,000 | |||||||
568,000 | 27,000 | ||||||||
Less: Current portion | (10,000 | ) | — | ||||||
Long-term portion | $ | 558,000 | $ | 27,000 | |||||
Schedule of Aggregate Annual Maturities of Term Loan | Aggregate annual maturities of the Company’s term loan as of December 31, 2014 are as follows (in thousands): | ||||||||
2015 | $ | 10,000 | |||||||
2016 | 10,000 | ||||||||
2017 | 20,000 | ||||||||
2018 | 30,000 | ||||||||
2019 and thereafter | 130,000 | ||||||||
Schedule of Capital Lease Obligations | The Company’s capital lease obligations consist of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Capital lease obligations | $ | 1,320 | $ | 235 | |||||
Less: Current portion | (465 | ) | (92 | ) | |||||
Long-term portion | $ | 855 | $ | 143 | |||||
Schedule of Amounts Due Under Terms of Capital Lease Obligations | The amounts due under the terms of the Company’s capital lease obligations at December 31, 2014 are as follows: | ||||||||
2015 | $ | 465 | |||||||
2016 | 414 | ||||||||
2017 | 332 | ||||||||
2018 | 67 | ||||||||
2019 | 42 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||
Summary of Components of Income Tax Provision | The components of the income tax provision are as follows (in thousands): | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Federal: | |||||||||||||||||||||||||
Current | $ | 167,745 | $ | 134,938 | $ | 111,940 | |||||||||||||||||||
Deferred | 2,262 | 14,784 | 19,814 | ||||||||||||||||||||||
170,007 | 149,722 | 131,754 | |||||||||||||||||||||||
State: | |||||||||||||||||||||||||
Current | 21,109 | 17,037 | 13,980 | ||||||||||||||||||||||
Deferred | 297 | 1,136 | 1,530 | ||||||||||||||||||||||
21,406 | 18,173 | 15,510 | |||||||||||||||||||||||
Total | $ | 191,413 | $ | 167,895 | $ | 147,264 | |||||||||||||||||||
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, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Tax at statutory rate | 35 | % | 35 | % | 35 | % | |||||||||||||||||||
State income tax, net of federal benefit | 2.74 | 2.63 | 2.6 | ||||||||||||||||||||||
Non-deductible expenses | 0.33 | 0.27 | 0.36 | ||||||||||||||||||||||
Change in accrual estimates relating to uncertain tax positions | (0.59 | ) | (0.48 | ) | (0.15 | ) | |||||||||||||||||||
Other, net | 0.15 | 0.02 | 0.13 | ||||||||||||||||||||||
Income tax provision | 37.63 | % | 37.44 | % | 37.94 | % | |||||||||||||||||||
Significant Components of Deferred Income Tax Assets And Liabilities | The significant components of deferred income tax assets and liabilities are as follows (in thousands): | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Total | Current | Non- | Total | Current | Non- | ||||||||||||||||||||
Current | Current | ||||||||||||||||||||||||
Allowance for uncollectible accounts | $ | 48,178 | $ | 48,178 | $ | — | $ | 42,425 | $ | 42,425 | $ | — | |||||||||||||
Reserves and accruals | 62,708 | 26,066 | 36,642 | 52,519 | 18,341 | 34,178 | |||||||||||||||||||
Stock-based compensation | 14,354 | 8,346 | 6,008 | 16,457 | 3,628 | 12,829 | |||||||||||||||||||
Net operating loss carryforward | 10,933 | 1,504 | 9,429 | 6,385 | 3,744 | 2,641 | |||||||||||||||||||
Property and equipment | 1,524 | — | 1,524 | 1,310 | — | 1,310 | |||||||||||||||||||
Other | 1,461 | 583 | 878 | 446 | 446 | — | |||||||||||||||||||
Total deferred tax assets | 139,158 | 84,677 | 54,481 | 119,542 | 68,584 | 50,958 | |||||||||||||||||||
Amortization | (214,968 | ) | — | (214,968 | ) | (162,399 | ) | — | (162,399 | ) | |||||||||||||||
Accrual to cash adjustment | (38,524 | ) | (38,524 | ) | — | (37,818 | ) | (37,818 | ) | — | |||||||||||||||
Other | (192 | ) | (192 | ) | — | — | — | — | |||||||||||||||||
Total deferred tax liabilities | (253,684 | ) | (38,716 | ) | (214,968 | ) | (200,217 | ) | (37,818 | ) | (162,399 | ) | |||||||||||||
Net deferred tax (liability) asset | $ | (114,526 | ) | $ | 45,961 | $ | (160,487 | ) | $ | (80,675 | ) | $ | 30,766 | $ | (111,441 | ) | |||||||||
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, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Balance at beginning of year | $ | 14,902 | $ | 13,072 | $ | 16,165 | |||||||||||||||||||
Increases related to prior year tax positions | 40 | 338 | 102 | ||||||||||||||||||||||
Decreases related to prior year tax positions | — | (38 | ) | — | |||||||||||||||||||||
Increases related to current year tax positions | 3,750 | 2,955 | 2,478 | ||||||||||||||||||||||
Decreases related to current year tax positions | — | — | (3,671 | ) | |||||||||||||||||||||
Decreases related to lapse of statutes of limitations | (1,527 | ) | (1,425 | ) | (2,002 | ) | |||||||||||||||||||
Balance at end of year | $ | 17,165 | $ | 14,902 | $ | 13,072 | |||||||||||||||||||
Common_and_Common_Equivalent_S1
Common and Common Equivalent Shares (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average number of common shares outstanding | 98,588 | 99,112 | 97,386 | ||||||||||
Weighted average number of dilutive common share equivalents | 1,299 | 1,857 | 1,996 | ||||||||||
Weighted average number of common and common equivalent shares outstanding | 99,887 | 100,969 | 99,382 | ||||||||||
Antidilutive securities not included in the diluted net income per common share calculation | 1 | 35 | 58 | ||||||||||
Stock_Incentive_Plans_and_Stoc1
Stock Incentive Plans and Stock Purchase Plan (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Weighted Average Grant-Date Fair Values | The activity related to the Company’s restricted and deferred stock awards and the corresponding weighted average grant-date fair values for the year ended December 31, 2014 are as follows: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Fair | ||||||||||||||||
Value | |||||||||||||||||
Non-vested shares at January 1, 2014 | 1,519,976 | $ | 37.78 | ||||||||||||||
Awarded | 529,431 | $ | 57.73 | ||||||||||||||
Forfeited | (33,569 | ) | $ | 42.19 | |||||||||||||
Vested | (744,794 | ) | $ | 37.9 | |||||||||||||
Non-vested shares at December 31, 2014 | 1,271,044 | $ | 46.8 | ||||||||||||||
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, 2014 are as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | (in millions) | |||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding at January 1, 2014 | 1,966,170 | $ | 26.74 | ||||||||||||||
Exercised | (1,151,576 | ) | $ | 26.16 | $ | 38.8 | |||||||||||
Forfeited | (500 | ) | $ | 27.72 | — | ||||||||||||
Outstanding and exercisable at December 31, 2014 | 814,094 | $ | 27.57 | 3.6 | $ | 31.4 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 are as follows (in thousands): | ||||
2015 | $ | 27,272 | |||
2016 | 21,579 | ||||
2017 | 16,894 | ||||
2018 | 12,347 | ||||
2019 | 7,600 | ||||
Thereafter | 10,928 | ||||
$ | 96,620 | ||||
Selected_Quarterly_Financial_I1
Selected Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summary of Company's Selected Quarterly Financial Information | The following tables set forth a summary of the Company’s selected quarterly financial information for each of the four quarters ended December 31, 2014 and 2013 (in thousands, except for per share data): | ||||||||||||||||
2014 Quarters | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Net revenue | $ | 566,338 | $ | 595,544 | $ | 626,506 | $ | 650,525 | |||||||||
Operating expenses: | |||||||||||||||||
Practice salaries and benefits | 372,040 | 372,216 | 394,794 | 404,345 | |||||||||||||
Practice supplies and other operating expenses | 21,417 | 22,466 | 21,570 | 23,549 | |||||||||||||
General and administrative expenses | 58,414 | 60,829 | 60,643 | 67,641 | |||||||||||||
Depreciation and amortization | 10,370 | 10,361 | 11,356 | 13,903 | |||||||||||||
Total operating expenses | 462,241 | 465,872 | 488,363 | 509,438 | |||||||||||||
Income from operations | 104,097 | 129,672 | 138,143 | 141,087 | |||||||||||||
Investment income | 1,635 | 335 | 563 | 195 | |||||||||||||
Interest expense | (1,371 | ) | (2,188 | ) | (2,019 | ) | (3,313 | ) | |||||||||
Equity in earnings of unconsolidated affiliate | — | 150 | 725 | 905 | |||||||||||||
Total non-operating expenses | 264 | (1,703 | ) | (731 | ) | (2,213 | ) | ||||||||||
Income before income taxes | 104,361 | 127,969 | 137,412 | 138,874 | |||||||||||||
Income tax provision | 40,701 | 48,944 | 51,174 | 50,594 | |||||||||||||
Net income | 63,660 | 79,025 | 86,238 | 88,280 | |||||||||||||
Net (income) loss attributable to noncontrolling interests | — | (9 | ) | (31 | ) | 118 | |||||||||||
Net income attributable to MEDNAX, Inc. | $ | 63,660 | $ | 79,016 | $ | 86,207 | $ | 88,398 | |||||||||
Per common and common equivalent share data (1): | |||||||||||||||||
Net income attributable to MEDNAX, Inc.: | |||||||||||||||||
Basic | $ | 0.64 | $ | 0.8 | $ | 0.87 | $ | 0.9 | |||||||||
Diluted | $ | 0.63 | $ | 0.79 | $ | 0.86 | $ | 0.89 | |||||||||
Weighted average common shares: | |||||||||||||||||
Basic | 99,076 | 98,411 | 99,088 | 98,066 | |||||||||||||
Diluted | 100,696 | 99,866 | 100,145 | 99,129 | |||||||||||||
-1 | Basic and diluted per share amounts are computed for each of the periods presented. Accordingly, the sum of the quarterly per share amounts may not agree with the full year amount. | ||||||||||||||||
2013 Quarters | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Net revenue | $ | 502,715 | $ | 529,180 | $ | 554,730 | $ | 567,387 | |||||||||
Operating expenses: | |||||||||||||||||
Practice salaries and benefits | 329,201 | 331,922 | 346,879 | 353,316 | |||||||||||||
Practice supplies and other operating expenses | 19,500 | 19,416 | 19,445 | 24,027 | |||||||||||||
General and administrative expenses | 53,318 | 54,601 | 54,654 | 55,636 | |||||||||||||
Depreciation and amortization | 9,144 | 9,870 | 10,461 | 10,491 | |||||||||||||
Total operating expenses | 411,163 | 415,809 | 431,439 | 443,470 | |||||||||||||
Income from operations | 91,552 | 113,371 | 123,291 | 123,917 | |||||||||||||
Investment income | 402 | 396 | 372 | 526 | |||||||||||||
Interest expense | (1,189 | ) | (1,673 | ) | (1,507 | ) | (1,046 | ) | |||||||||
Income before income taxes | 90,765 | 112,094 | 122,156 | 123,397 | |||||||||||||
Income tax provision | 35,398 | 42,876 | 45,198 | 44,423 | |||||||||||||
Net income | $ | 55,367 | $ | 69,218 | $ | 76,958 | $ | 78,974 | |||||||||
Per common and common equivalent share data (1): | |||||||||||||||||
Net income: | |||||||||||||||||
Basic | $ | 0.56 | $ | 0.7 | $ | 0.77 | $ | 0.79 | |||||||||
Diluted | $ | 0.55 | $ | 0.68 | $ | 0.76 | $ | 0.78 | |||||||||
Weighted average shares: | |||||||||||||||||
Basic | 98,618 | 99,116 | 99,506 | 99,469 | |||||||||||||
Diluted | 100,784 | 101,098 | 101,178 | 101,080 | |||||||||||||
-1 | Basic and diluted per share amounts are computed for each of the periods presented. Accordingly, the sum of the quarterly per share amounts may not agree with the full year amount. |
General_Additional_Information
General - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Business | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of complementary business acquired | 2 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 19, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 01, 2014 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method ownership percentage in joint venture | 37.50% | 37.50% | ||
Direct ownership percentage in joint venture | 75.00% | |||
Stock split ratio | 2 | |||
Additional amounts to be paid in cash or common stock based on achievement of performance measures within period, maximum years | 5 years | |||
Intangible assets finite lives | 8 years 8 months 12 days | |||
Money market funds carrying amount | $5.10 | 5.3 | ||
Carrying amount of cash surrender value of life insurance | 16 | 17.1 | ||
Contingent consideration liabilities related to acquisitions | 35.3 | 43 | ||
Government Contracts Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of net accounts receivable | 20.00% | 20.00% | ||
Restatement Adjustment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred income taxes, reclassification adjustment from current to long-term | $40.70 | |||
Buildings [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives, years | 20 years | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Long-term investments maturity period, in years | 7 years | |||
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 | 10 years | |||
Maximum [Member] | Computer Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives, years | 10 years | |||
Maximum [Member] | Software and Software Development Costs [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives, years | 10 years | |||
Maximum [Member] | Furniture [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives, years | 10 years | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Long-term investments maturity period, in years | 1 year | |||
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_Account4
Summary of Significant Accounting Policies - Schedule of Net Revenue by Specialties and Subspecialties (Detail) (Product Concentration Risk [Member], Sales Revenue, Services, Net [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 100.00% | 100.00% | 100.00% |
Neonatal and Other Pediatric Subspecialties [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 50.00% | 52.00% | 56.00% |
Anesthesia [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 36.00% | 32.00% | 27.00% |
Maternal-Fetal [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 9.00% | 11.00% | 12.00% |
Pediatric Cardiology [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 4.00% | 5.00% | 5.00% |
Other Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue in percentage | 1.00% |
Investments_Schedule_of_Invest
Investments - Schedule of Investments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | $6,035 | $6,457 |
Long-Term | 64,082 | 57,511 |
Municipal Debt Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | 5,539 | 5,492 |
Long-Term | 35,827 | 34,495 |
Federal Home Loan Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Long-Term | 27,030 | 22,520 |
Certificates of Deposit [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | 496 | 965 |
Long-Term | $1,225 | $496 |
Investments_Schedule_of_Contra
Investments - Schedule of Contractual Maturities of Long-Term Investments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments, Debt and Equity Securities [Abstract] | ||
Due after one year through five years | $54,959 | $41,655 |
Due after five years through seven years | 9,123 | 15,856 |
Total | $64,082 | $57,511 |
Accounts_Receivable_and_Net_Re2
Accounts Receivable and Net Revenue - Schedule of Accounts Receivable, Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ||
Gross accounts receivable | $1,200,958 | $997,682 |
Allowance for contractual adjustments and uncollectibles | -848,767 | -712,285 |
Accounts receivable, net | $352,191 | $285,397 |
Accounts_Receivable_and_Net_Re3
Accounts Receivable and Net Revenue - Schedule of Net Revenue (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||||||||||
Gross revenue | $7,662,556 | $6,702,484 | $5,691,790 | ||||||||
Contractual adjustments and uncollectibles | -5,403,437 | -4,695,232 | -3,994,924 | ||||||||
Hospital contract administrative fees | 179,794 | 146,760 | 119,746 | ||||||||
Net revenue | $650,525 | $626,506 | $595,544 | $566,338 | $567,387 | $554,730 | $529,180 | $502,715 | $2,438,913 | $2,154,012 | $1,816,612 |
Accounts_Receivable_and_Net_Re4
Accounts Receivable and Net Revenue - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||||||||||
Accounts receivable, net | $352,191 | $285,397 | $352,191 | $285,397 | |||||||
Net patient service revenue | $650,525 | $626,506 | $595,544 | $566,338 | $567,387 | $554,730 | $529,180 | $502,715 | $2,438,913 | $2,154,012 | $1,816,612 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Building | $22,981 | $22,981 |
Land | 6,683 | 6,683 |
Equipment and other | 133,279 | 117,246 |
Property and equipment, gross | 162,943 | 146,910 |
Accumulated depreciation | -96,895 | -86,999 |
Property and equipment, net | $66,048 | $59,911 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Medical and other equipment held under capital leases | $162,943,000 | $146,910,000 | |
Accumulated depreciation of property and equipment held under capital leases | 96,895,000 | 86,999,000 | |
Recorded depreciation expense | 15,900,000 | 15,500,000 | 15,800,000 |
Medical and Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Medical and other equipment held under capital leases | 2,400,000 | 1,400,000 | |
Accumulated depreciation of property and equipment held under capital leases | $1,400,000 | $1,200,000 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 01, 2014 | |
Company | Company | JointVenture | |
Acquisition | |||
Business Acquisition [Line Items] | |||
Number of physician group practices acquired | 11 | 11 | |
Business acquisition, total consideration | $488,600,000 | $250,100,000 | |
Cash consideration | 479,400,000 | 236,700,000 | |
Contingent consideration | 9,200,000 | 13,400,000 | |
Number of acquisitions completed | 13 | ||
Time period for achievement of certain performance measures for payment of contingent consideration, years | 5 years | ||
Business acquisition contingent consideration recorded as liability | 8,500,000 | ||
Business acquisition contingent consideration recorded as equity | 700,000 | ||
Assumed payment probability of contingent consideration payment | 100.00% | ||
Range of the undiscounted amount under contingent consideration agreement, low | 0 | ||
Range of the undiscounted amount under contingent consideration agreement, high | 10,300,000 | ||
Contingent consideration decrease in fair value | 1,600,000 | ||
Contingent consideration payments related to prior-period acquisitions | 15,800,000 | ||
Contingent consideration payments related to prior-period acquisitions | 37,500,000 | ||
Number of joint ventures | 2 | ||
Fair value, contribution credit | 7,700,000 | ||
Carrying value of goodwill transferred | 7,200,000 | ||
Fixed assets transferred | 500,000 | ||
Gain or loss from the joint venture transaction | 0 | ||
Consolidation method ownership interest in joint method | 75.00% | ||
Equity method ownership percentage in joint venture | 37.50% | 37.50% | |
Goodwill | 2,776,188,000 | 2,393,731,000 | |
Other intangible assets | 29,600,000 | ||
Other liabilities | 8,100,000 | ||
Prior-Period Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 35,300,000 | ||
11 Physician Group Practices Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $228,600,000 | ||
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Assumed discount rates for acquisition-date fair value | 2.50% | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Assumed discount rates for acquisition-date fair value | 5.30% |
Business_Acquisitions_Summary_
Business Acquisitions - Summary of Company's Purchase Allocation Price (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition Purchase Price Allocation [Line Items] | ||
Goodwill | $2,776,188,000 | $2,393,731,000 |
Other intangible assets | 29,600,000 | |
Other long-term liabilities | -8,100,000 | |
13 Physician Group Practices Acquisition [Member] | ||
Business Acquisition Purchase Price Allocation [Line Items] | ||
Current assets | 11,800,000 | |
Property and equipment | 3,800,000 | |
Goodwill | 389,600,000 | |
Other intangible assets | 124,800,000 | |
Current liabilities | -14,400,000 | |
Deferred income tax liabilities-long-term | -26,300,000 | |
Other long-term liabilities | -700,000 | |
Total assets and liabilities | $488,600,000 |
Business_Acquisitions_Schedule
Business Acquisitions - Schedule of Pro Forma Information Combines Consolidated Results of Company and Business Acquisitions (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ||
Net revenue | $2,590,384 | $2,494,968 |
Net income | $326,216 | $301,076 |
Net income per common share, Basic | $3.31 | $3.04 |
Net income per common share, Diluted | $3.27 | $2.98 |
Weighted average common shares, Basic | 98,588 | 99,112 |
Weighted average common shares, Diluted | 99,887 | 100,969 |
Goodwill_and_Other_Assets_Addi
Goodwill and Other Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $2,776,188,000 | $2,393,731,000 | |
Change in goodwill carrying amount | 382,500,000 | 228,100,000 | |
Goodwill deductible for tax purpose | 229,300,000 | ||
Other intangible assets gross carrying amounts | 299,000,000 | 174,400,000 | |
Accumulated amortization | 100,900,000 | 70,800,000 | |
Amortization expense for existing other intangible assets | 30,100,000 | 24,500,000 | 15,000,000 |
Remaining weighted average amortization period of other intangible assets, in years | 8 years 8 months 12 days | ||
Weighted average amortization period includes amortization expense related to years beyond 2019 | 69,100,000 | ||
Other assets | 37,289,000 | 25,799,000 | |
Carrying amount of cash surrender value of life insurance | 16,000,000 | 17,100,000 | |
Investments in joint venture | $9,500,000 |
Goodwill_and_Other_Assets_Sche
Goodwill and Other Assets - Schedule of Other Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Other intangible assets, net | $198,136 | $103,639 |
Other assets | 37,289 | 25,799 |
Other assets, net | $235,425 | $129,438 |
Goodwill_and_Other_Assets_Amor
Goodwill and Other Assets - Amortization Expenses for Existing Other Intangible Assets for the Next Five Years (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense for existing other intangible assets, 2015 | $36,874 |
Amortization expense for existing other intangible assets, 2016 | 30,985 |
Amortization expense for existing other intangible assets, 2017 | 24,919 |
Amortization expense for existing other intangible assets, 2018 | 20,190 |
Amortization expense for existing other intangible assets, 2019 | $16,059 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable | $32,783 | $18,605 |
Accrued salaries and bonuses | 231,390 | 189,439 |
Accrued payroll taxes and benefits | 49,858 | 43,403 |
Accrued professional liability | 19,718 | 19,324 |
Accrued contingent consideration | 17,010 | 19,833 |
Other accrued expenses | 29,899 | 18,150 |
Accounts payable and accrued expenses, total | $380,658 | $308,754 |
Accounts_Payable_and_Accrued_E3
Accounts Payable and Accrued Expenses - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ||
Net increase in accrued salaries and bonuses | $42,000,000 | |
Accrued salaries and bonuses | $231,390,000 | $189,439,000 |
Accrued_Professional_Liability2
Accrued Professional Liability - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Payables and Accruals [Abstract] | ||||
Total accrued professional liability | $168,369,000 | $158,691,000 | $137,036,000 | $122,847,000 |
Accrued professional liability incurred but loss reserves not reported for claims | 120,600,000 | 110,300,000 | ||
Accrued professional liability incurred and loss reserves reported for claims | $47,800,000 | $48,400,000 |
Accrued_Professional_Liability3
Accrued Professional Liability - Schedule of Accrued Professional Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Payables and Accruals [Abstract] | |||
Balance at beginning of year | $158,691 | $137,036 | $122,847 |
Provision (adjustment) for losses related to Current year | 39,386 | 41,235 | 35,441 |
Provision (adjustment) for losses related to Prior years | -16,125 | -8,100 | -8,119 |
Total provision for losses | 23,261 | 33,135 | 27,322 |
Claim payments related to Current year | -293 | -741 | -569 |
Claim payments related to Prior years | -13,290 | -10,739 | -12,564 |
Total payments | -13,583 | -11,480 | -13,133 |
Balance at end of year | $168,369 | $158,691 | $137,036 |
LongTerm_Debt_and_Capital_Leas2
Long-Term Debt and Capital Lease Obligations - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
Oct. 29, 2014 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||
Line of Credit facility, maturity date | 29-Oct-19 | |
Line of Credit facility, estimated increase in borrowings | $1,800,000,000 | |
Line of credit description | At the Companybs option, borrowings under the Credit Agreement (other than swingline loans) will bear interest at (i) the Alternate Base Rate (defined as the higher of (a) the prime rate, (b) the Federal Funds Rate plus 1/2 of 1.00% and (c) LIBOR for an interest period of one month plus 1.00%) plus an applicable margin rate ranging from 0.125% to 0.750% based on the Companybs consolidated leverage ratio or (ii) the LIBOR rate plus an applicable margin rate ranging from 1.125% to 1.750% based on the Companybs consolidated leverage ratio. Swingline loans will bear interest at the alternate base rate plus the applicable margin. | |
Line of Credit facility, reduction in the available balance | 200,000 | |
Line of Credit facility, available balance | 931,800,000 | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.15% | |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.30% | |
Alternate Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate | 1/2 of 1.00% | |
Alternate Base Rate [Member] | LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate | LIBOR for an interest period of one month plus 1.00% | |
Debt instrument, variable interest rate | 1.00% | |
Applicable Margin Rate [Member] | LIBOR [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, variable interest rate | 0.13% | |
Applicable Margin Rate [Member] | LIBOR [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, variable interest rate | 0.75% | |
Unsecured Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit facility, borrowing capacity | 1,300,000,000 | |
Term Loan Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit facility, borrowing capacity | 200,000,000 | |
Swingline Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit facility, borrowing capacity | 75,000,000 | |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit facility, borrowing capacity | 37,500,000 |
LongTerm_Debt_and_Capital_Leas3
Long-Term Debt and Capital Lease Obligations - Schedule of Long-Term Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $568,000 | $27,000 |
Less: Current portion | -10,000 | |
Long-term portion | 558,000 | 27,000 |
Term Loan Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $368,000 | $27,000 |
LongTerm_Debt_and_Capital_Leas4
Long-Term Debt and Capital Lease Obligations - Schedule of Aggregate Annual Maturities of Term Loan (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2015 | $10,000 |
2016 | 10,000 |
2017 | 20,000 |
2018 | 30,000 |
2019 and thereafter | $130,000 |
LongTerm_Debt_and_Capital_Leas5
Long-Term Debt and Capital Lease Obligations - Schedule of Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Capital lease obligations | $1,320 | $235 |
Less: Current portion | -465 | -92 |
Long-term capital lease obligations | $855 | $143 |
LongTerm_Debt_and_Capital_Leas6
Long-Term Debt and Capital Lease Obligations - Schedule of Amounts Due Under Terms of Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $465 |
2016 | 414 |
2017 | 332 |
2018 | 67 |
2019 | $42 |
Income_Taxes_Summary_of_Compon
Income Taxes - Summary of Components of Income Tax Provision (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Federal, Current | $167,745 | $134,938 | $111,940 | ||||||||
Federal, Deferred | 2,262 | 14,784 | 19,814 | ||||||||
Federal income tax provision (benefit), Total | 170,007 | 149,722 | 131,754 | ||||||||
State, Current | 21,109 | 17,037 | 13,980 | ||||||||
State, Deferred | 297 | 1,136 | 1,530 | ||||||||
State income tax provision (benefit), Total | 21,406 | 18,173 | 15,510 | ||||||||
Income tax provision (benefit), Total | $50,594 | $51,174 | $48,944 | $40,701 | $44,423 | $45,198 | $42,876 | $35,398 | $191,413 | $167,895 | $147,264 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | 37.63% | 37.44% | 37.94% | |
Excess tax benefits related to stock-based awards, which increased the cash flow from financing activities | $17,500,000 | $19,000,000 | $6,200,000 | |
Net operating loss carryforwards for federal and state tax | 29,000,000 | 16,900,000 | 14,900,000 | |
Company's total liability for uncertain tax positions | 17,165,000 | 14,902,000 | 13,072,000 | 16,165,000 |
Uncertain tax positions recognized would favorably impact its effective tax rate | 16,100,000 | |||
Increase in uncertain tax position | 2,300,000 | 1,800,000 | ||
Increase (decrease) of interest and penalties | 300,000 | -600,000 | 300,000 | |
Company's accrued liability for interest and penalties related to income tax liabilities | 8,700,000 | 8,400,000 | ||
Accounts payable and accrued expenses | 25,900,000 | 23,300,000 | ||
Earliest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Federal and state income tax examinations | 2004 | |||
Latest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Federal and state income tax examinations | 2013 | |||
Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Expiration period of operating loss carryforwards | 2019 | |||
Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Expiration period of operating loss carryforwards | 2034 | |||
Scenario, Forecast [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Increase in uncertain tax position | 4,900,000 | |||
Decrease in uncertain tax position | $1,700,000 |
Income_Taxes_Schedule_of_Diffe
Income Taxes - Schedule of Differences Between Effective Rate and United States Federal Income Tax Statutory Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | 35.00% | 35.00% | 35.00% |
State income tax, net of federal benefit | 2.74% | 2.63% | 2.60% |
Non-deductible expenses | 0.33% | 0.27% | 0.36% |
Change in accrual estimates relating to uncertain tax positions | -0.59% | -0.48% | -0.15% |
Other, net | 0.15% | 0.02% | 0.13% |
Income tax provision | 37.63% | 37.44% | 37.94% |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Income Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components Of Deferred Income Tax Assets And Liabilities [Line Items] | ||
Allowance for uncollectible accounts | $48,178 | $42,425 |
Reserves and accruals | 62,708 | 52,519 |
Stock-based compensation | 14,354 | 16,457 |
Net operating loss carryforward | 10,933 | 6,385 |
Property and equipment | 1,524 | 1,310 |
Other | 1,461 | 446 |
Total deferred tax assets | 139,158 | 119,542 |
Amortization | -214,968 | -162,399 |
Accrual to cash adjustment | -38,524 | -37,818 |
Other | -192 | |
Total deferred tax liabilities | -253,684 | -200,217 |
Net deferred tax (liability) asset | -114,526 | -80,675 |
Total deferred tax assets | -139,158 | -119,542 |
Amortization | -214,968 | -162,399 |
Accrual to cash adjustment | -38,524 | -37,818 |
Other | -192 | |
Total deferred tax liabilities | -253,684 | -200,217 |
Net deferred tax (liability) asset | -114,526 | -80,675 |
Total deferred tax liabilities | 253,684 | 200,217 |
Net deferred tax (liability) asset | -114,526 | -80,675 |
Current [Member] | ||
Components Of Deferred Income Tax Assets And Liabilities [Line Items] | ||
Allowance for uncollectible accounts | 48,178 | 42,425 |
Reserves and accruals | 26,066 | 18,341 |
Stock-based compensation | 8,346 | 3,628 |
Net operating loss carryforward | 1,504 | 3,744 |
Other | 583 | 446 |
Total deferred tax assets | 84,677 | 68,584 |
Accrual to cash adjustment | -38,524 | -37,818 |
Other | -192 | |
Total deferred tax liabilities | -38,716 | -37,818 |
Net deferred tax (liability) asset | 45,961 | 30,766 |
Total deferred tax assets | -84,677 | -68,584 |
Accrual to cash adjustment | -38,524 | -37,818 |
Other | -192 | |
Total deferred tax liabilities | -38,716 | -37,818 |
Net deferred tax (liability) asset | 45,961 | 30,766 |
Total deferred tax liabilities | 38,716 | 37,818 |
Net deferred tax (liability) asset | 45,961 | 30,766 |
Non-Current [Member] | ||
Components Of Deferred Income Tax Assets And Liabilities [Line Items] | ||
Reserves and accruals | 36,642 | 34,178 |
Stock-based compensation | 6,008 | 12,829 |
Net operating loss carryforward | 9,429 | 2,641 |
Property and equipment | 1,524 | 1,310 |
Other | 878 | |
Total deferred tax assets | 54,481 | 50,958 |
Amortization | -214,968 | -162,399 |
Total deferred tax liabilities | -214,968 | -162,399 |
Net deferred tax (liability) asset | -160,487 | -111,441 |
Total deferred tax assets | -54,481 | -50,958 |
Amortization | -214,968 | -162,399 |
Total deferred tax liabilities | -214,968 | -162,399 |
Net deferred tax (liability) asset | -160,487 | -111,441 |
Total deferred tax liabilities | 214,968 | 162,399 |
Net deferred tax (liability) asset | ($160,487) | ($111,441) |
Income_Taxes_Schedule_of_Activ
Income Taxes - Schedule of Activity Related to Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $14,902 | $13,072 | $16,165 |
Increases related to prior year tax positions | 40 | 338 | 102 |
Decreases related to prior year tax positions | -38 | ||
Increases related to current year tax positions | 3,750 | 2,955 | 2,478 |
Decreases related to current year tax positions | -3,671 | ||
Decreases related to lapse of statutes of limitations | -1,527 | -1,425 | -2,002 |
Balance at end of year | $17,165 | $14,902 | $13,072 |
Common_and_Common_Equivalent_S2
Common and Common Equivalent Shares - Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share (Detail) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Weighted average shares, Basic | 98,066 | 99,088 | 98,411 | 99,076 | 99,469 | 99,506 | 99,116 | 98,618 | 98,588 | 99,112 | 97,386 |
Weighted average number of dilutive common share equivalents | 1,299 | 1,857 | 1,996 | ||||||||
Weighted average shares, Diluted | 99,129 | 100,145 | 99,866 | 100,696 | 101,080 | 101,178 | 101,098 | 100,784 | 99,887 | 100,969 | 99,382 |
Antidilutive securities not included in the diluted net income per common share calculation | 1 | 35 | 58 |
Stock_Incentive_Plans_and_Stoc2
Stock Incentive Plans and Stock Purchase Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future grants and awards under Stock Incentive Plans | 6,300,000 | ||
Stock-based compensation expense related to its stock incentive plans and stock purchase plan | $31,700,000 | $31,300,000 | $28,400,000 |
Aggregate fair value of restricted shares, vested | 28,200,000 | 33,300,000 | 23,000,000 |
Weighted average grant-date fair value of restricted and deferred stock awards granted | $57.73 | $46.48 | $30.06 |
Stock-based compensation cost related to non-vested stock options remaining to be recognized as compensation expense, weighted-average period in years | 1 year 4 months 24 days | ||
Unrecognized Compensation Expense related to Nonvested Shares | 26,100,000 | ||
Aggregate intrinsic value of stock options exercised | 38,800,000 | 35,400,000 | 18,100,000 |
Excess tax benefit related to employee stock incentive plans | 17,479,000 | 18,981,000 | 6,198,000 |
Cash proceeds received from the exercise of stock options | $30,100,000 | $18,900,000 | $20,800,000 |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of years over which options become exercisable on a pro rata basis | 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] | |||
Number of years over which options become exercisable on a pro rata basis | 3 years | ||
1996 Non-Qualified Employee 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% | ||
Percentage of discount received by participating employees | 15.00% | ||
Shares reserved for issuance | 335,000 | ||
Shares issued under Stock Purchase Plan | 260,000 |
Stock_Incentive_Plans_and_Stoc3
Stock Incentive Plans and Stock Purchase Plan - Schedule of Weighted Average Grant Date Fair Values (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares, Non-vested shares at January 1, 2014 | 1,519,976 | ||
Number of Shares, Awarded | 529,431 | ||
Number of Shares, Forfeited | -33,569 | ||
Number of Shares, Vested | -744,794 | ||
Number of Shares, Non-vested shares at December 31, 2014 | 1,271,044 | 1,519,976 | |
Weighted Average Fair Value, Non-vested shares at January 1, 2014 | $37.78 | ||
Weighted Average Fair Value, Awarded | $57.73 | $46.48 | $30.06 |
Weighted Average Fair Value, Forfeited | $42.19 | ||
Weighted Average Fair Value, Vested | $37.90 | ||
Weighted Average Fair Value, Non-vested shares at December 31, 2013 | $46.80 | $37.78 |
Stock_Incentive_Plans_and_Stoc4
Stock Incentive Plans and Stock Purchase Plan - Schedule of Activity and Certain Other Information Related to Stock Option Awards (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares, Outstanding at January 1, 2014 | 1,966,170 | ||
Number of Shares, Exercised | -1,151,576 | ||
Number of Shares, Forfeited | -500 | ||
Number of Shares, Outstanding at December 31, 2014 | 814,094 | 1,966,170 | |
Number of Shares, Exercisable at December 31, 2014 | 814,094 | ||
Weighted Average Exercise Price, Outstanding at January 1, 2014 | $26.74 | ||
Weighted Average Exercise Price, Exercised | $26.16 | ||
Weighted Average Exercise Price, forfeited | $27.72 | ||
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $27.57 | $26.74 | |
Weighted Average Exercise Price, Exercisable at December 31, 2014 | $27.57 | ||
Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2014 | 3 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2014 | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value, Exercised | $38.80 | $35.40 | $18.10 |
Aggregate Intrinsic Value, forfeited | 0 | ||
Aggregate Intrinsic Value, Outstanding at December 31, 2014 | 31.4 | ||
Aggregate Intrinsic Value, Exercisable at December 31, 2014 | $31.40 |
Common_Stock_Repurchase_Progra1
Common Stock Repurchase Programs - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Oct. 31, 2014 | Dec. 15, 2014 | Dec. 17, 2014 |
Common Stock [Line Items] | ||||
Common stock paid | $488.40 | $600 | ||
Common stock shares issued | 7.1 | |||
Amount withheld to satisfy minimum statutory tax withholding obligations | 1.1 | |||
JPMorgan Chase Bank, N.A [Member] | ||||
Common Stock [Line Items] | ||||
Common stock purchase | 200 | |||
Accelerated Share Repurchase (ASR) Agreements [Member] | JPMorgan Chase Bank, N.A [Member] | ||||
Common Stock [Line Items] | ||||
Common stock paid | $200 | |||
Common stock shares issued | 2.5 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Expense of retirement plans related to the 401(k) Plans | $34.30 | $29.80 | $24.80 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $27.80 | $26.40 | $23.90 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $27,272 |
2016 | 21,579 |
2017 | 16,894 |
2018 | 12,347 |
2019 | 7,600 |
Thereafter | 10,928 |
Total | $96,620 |
Selected_Quarterly_Financial_I2
Selected Quarterly Financial Information - Summary of Company's Selected Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $650,525 | $626,506 | $595,544 | $566,338 | $567,387 | $554,730 | $529,180 | $502,715 | $2,438,913 | $2,154,012 | $1,816,612 |
Practice salaries and benefits | 404,345 | 394,794 | 372,216 | 372,040 | 353,316 | 346,879 | 331,922 | 329,201 | 1,543,395 | 1,361,318 | 1,130,913 |
Practice supplies and other operating expenses | 23,549 | 21,570 | 22,466 | 21,417 | 24,027 | 19,445 | 19,416 | 19,500 | 89,002 | 82,388 | 71,823 |
General and administrative expenses | 67,641 | 60,643 | 60,829 | 58,414 | 55,636 | 54,654 | 54,601 | 53,318 | 247,527 | 218,209 | 193,540 |
Depreciation and amortization | 13,903 | 11,356 | 10,361 | 10,370 | 10,491 | 10,461 | 9,870 | 9,144 | 45,990 | 39,966 | 30,816 |
Total operating expenses | 509,438 | 488,363 | 465,872 | 462,241 | 443,470 | 431,439 | 415,809 | 411,163 | 1,925,914 | 1,701,881 | 1,427,092 |
Income from operations | 141,087 | 138,143 | 129,672 | 104,097 | 123,917 | 123,291 | 113,371 | 91,552 | 512,999 | 452,131 | 389,520 |
Investment income | 195 | 563 | 335 | 1,635 | 526 | 372 | 396 | 402 | 2,728 | 1,696 | 1,896 |
Interest expense | -3,313 | -2,019 | -2,188 | -1,371 | -1,046 | -1,507 | -1,673 | -1,189 | -8,891 | -5,415 | -3,245 |
Equity in earnings of unconsolidated affiliate | 905 | 725 | 150 | 1,780 | |||||||
Total non-operating expenses | -2,213 | -731 | -1,703 | 264 | -4,383 | -3,719 | -1,349 | ||||
Income before income taxes | 138,874 | 137,412 | 127,969 | 104,361 | 123,397 | 122,156 | 112,094 | 90,765 | 508,616 | 448,412 | 388,171 |
Income tax provision | 50,594 | 51,174 | 48,944 | 40,701 | 44,423 | 45,198 | 42,876 | 35,398 | 191,413 | 167,895 | 147,264 |
Net income | 88,280 | 86,238 | 79,025 | 63,660 | 317,203 | 280,517 | 240,907 | ||||
Net (income) loss attributable to noncontrolling interests | 118 | -31 | -9 | 78 | |||||||
Net income attributable to MEDNAX, Inc. | $88,398 | $86,207 | $79,016 | $63,660 | $78,974 | $76,958 | $69,218 | $55,367 | $317,281 | $280,517 | $240,907 |
Earnings per share, Basic | $0.90 | $0.87 | $0.80 | $0.64 | $0.79 | $0.77 | $0.70 | $0.56 | $3.22 | $2.83 | $2.47 |
Earnings per share, Diluted | $0.89 | $0.86 | $0.79 | $0.63 | $0.78 | $0.76 | $0.68 | $0.55 | $3.18 | $2.78 | $2.42 |
Weighted average shares, Basic | 98,066 | 99,088 | 98,411 | 99,076 | 99,469 | 99,506 | 99,116 | 98,618 | 98,588 | 99,112 | 97,386 |
Weighted average shares, Diluted | 99,129 | 100,145 | 99,866 | 100,696 | 101,080 | 101,178 | 101,098 | 100,784 | 99,887 | 100,969 | 99,382 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Valuation and Qualifying Accounts [Abstract] | |||
Balance at beginning of year | $712,285 | $624,896 | $576,030 |
Amount charged against operating revenue | 5,403,437 | 4,695,232 | 3,994,924 |
Accounts receivable contractual adjustments and write-offs (net of recoveries) | -5,266,955 | -4,607,843 | -3,946,058 |
Balance at end of year | $848,767 | $712,285 | $624,896 |