Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MD | |
Entity Registrant Name | MEDNAX, INC. | |
Entity Central Index Key | 893,949 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 93,655,243 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 48,403 | $ 55,698 |
Short-term investments | 10,974 | 11,286 |
Accounts receivable, net | 520,012 | 495,276 |
Prepaid expenses | 13,323 | 11,051 |
Other current assets | 60,611 | 13,817 |
Total current assets | 653,323 | 587,128 |
Investments | 82,285 | 78,975 |
Property and equipment, net | 114,839 | 103,068 |
Goodwill | 4,118,234 | 3,845,157 |
Intangible assets, net | 643,214 | 668,529 |
Other assets | 68,628 | 56,543 |
Total assets | 5,680,523 | 5,339,400 |
Current liabilities: | ||
Accounts payable and accrued expenses | 402,309 | 407,938 |
Current portion of long-term debt and capital lease obligations | 29,306 | 22,054 |
Income taxes payable | 44,379 | 18,957 |
Total current liabilities | 475,994 | 448,949 |
Line of credit | 919,000 | 783,500 |
Long-term debt and capital lease obligations, net | 878,150 | 900,128 |
Long-term professional liabilities | 203,132 | 173,080 |
Deferred income taxes | 245,392 | 227,802 |
Other liabilities | 42,281 | 45,174 |
Total liabilities | 2,763,949 | 2,578,633 |
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; 93,556 and 93,718 shares issued and outstanding, respectively | 936 | 937 |
Additional paid-in capital | 1,003,551 | 974,304 |
Retained earnings | 1,912,087 | 1,785,526 |
Total shareholders' equity | 2,916,574 | 2,760,767 |
Total liabilities and shareholders' equity | $ 5,680,523 | $ 5,339,400 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 93,556,000 | 93,718,000 |
Common stock, shares outstanding | 93,556,000 | 93,718,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenue | $ 868,951 | $ 828,006 | $ 2,547,492 | $ 2,352,389 |
Operating expenses: | ||||
Practice salaries and benefits | 586,476 | 521,832 | 1,720,279 | 1,498,268 |
Practice supplies and other operating expenses | 29,497 | 31,641 | 88,165 | 85,679 |
General and administrative expenses | 101,430 | 93,457 | 308,210 | 275,523 |
Depreciation and amortization | 25,116 | 24,185 | 76,465 | 64,010 |
Total operating expenses | 742,519 | 671,115 | 2,193,119 | 1,923,480 |
Income from operations | 126,432 | 156,891 | 354,373 | 428,909 |
Investment and other income | 235 | 221 | 1,176 | 1,249 |
Interest expense | (18,428) | (17,215) | (54,715) | (46,736) |
Equity in (losses) earnings of unconsolidated affiliate | (240) | 796 | 1,246 | 2,379 |
Total non-operating expenses | (18,433) | (16,198) | (52,293) | (43,108) |
Income before income taxes | 107,999 | 140,693 | 302,080 | 385,801 |
Income tax provision | 42,119 | 44,272 | 117,811 | 139,284 |
Net income | 65,880 | 96,421 | 184,269 | 246,517 |
Net loss attributable to noncontrolling interests | 88 | 318 | ||
Net income attributable to MEDNAX, Inc. | $ 65,880 | $ 96,509 | $ 184,269 | $ 246,835 |
Net income attributable to MEDNAX, Inc.: | ||||
Earnings per share, Basic | $ 0.71 | $ 1.04 | $ 2 | $ 2.67 |
Earnings per share, Diluted | $ 0.71 | $ 1.04 | $ 1.98 | $ 2.65 |
Weighted average common shares: | ||||
Basic | 92,589 | 92,604 | 92,348 | 92,336 |
Diluted | 92,881 | 93,146 | 93,014 | 93,045 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 184,269 | $ 246,517 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 76,465 | 64,010 |
Amortization of premiums, discounts and issuance costs | 4,078 | 4,077 |
Stock-based compensation expense | 22,533 | 25,889 |
Deferred income taxes | 16,731 | 16,276 |
Other | (2,480) | 838 |
Changes in assets and liabilities: | ||
Accounts receivable | (9,085) | (24,812) |
Prepaid expenses and other current assets | 247 | (1,121) |
Other assets | (1,650) | 10,279 |
Accounts payable and accrued expenses | (9,798) | (32,628) |
Income taxes payable | 25,422 | 8,930 |
Payments of contingent consideration liabilities | (574) | (735) |
Long-term professional liabilities | 8,801 | 3,453 |
Other liabilities | 784 | (8,143) |
Net cash provided from operating activities | 315,743 | 312,830 |
Cash flows from investing activities: | ||
Acquisition payments, net of cash acquired | (355,084) | (724,861) |
Purchases of investments | (24,741) | (50,868) |
Proceeds from maturities of investments | 20,515 | 32,240 |
Purchases of property and equipment | (31,976) | (28,420) |
Other | 3,809 | |
Net cash used in investing activities | (387,477) | (771,909) |
Cash flows from financing activities: | ||
Borrowings on credit agreement | 1,256,000 | 1,661,000 |
Payments on credit agreement | (1,135,500) | (1,148,000) |
Payments of contingent consideration liabilities | (3,825) | (8,282) |
Payments on capital lease obligations | (1,622) | (1,601) |
Excess tax benefit from vesting of restricted stock and exercises of stock options | 3,424 | |
Proceeds from issuance of common stock | 18,684 | 15,599 |
Repurchases of common stock | (70,192) | (61,828) |
Contribution from noncontrolling interests | 894 | |
Net cash provided from financing activities | 64,439 | 460,312 |
Net (decrease) increase in cash and cash equivalents | (7,295) | 1,233 |
Cash and cash equivalents at beginning of period | 55,698 | 51,572 |
Cash and cash equivalents at end of period | $ 48,403 | $ 52,805 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and New Accounting Pronouncements | 1. Basis of Presentation and New Accounting Pronouncements: The accompanying unaudited Condensed Consolidated Financial Statements of the Company and the notes thereto presented in this Form 10-Q The Company has a joint venture in which it owns a 37.5% economic interest. The Company accounts for this joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control, this entity. On March 31, 2017, the Company sold its 75% economic interest in a second joint venture. See Note 5 for more information regarding the deconsolidation of this joint venture. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be experienced for the entire fiscal year. In addition, the accompanying unaudited Condensed Consolidated Financial Statements and the notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K 10-K”). Recently Adopted Accounting Pronouncements In March 2016, the accounting guidance related to various aspects of share-based payment transactions was amended, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new guidance, excess tax benefits and deficiencies are to be recognized as income tax benefits or expenses in the income statement as discrete items in the reporting period in which they occur instead of increases or decreases to shareholders’ equity. Excess tax benefits should be classified along with other income tax cash flows as operating activities. With regard to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance became effective for the Company on January 1, 2017. The Company adopted this guidance prospectively for both the income statement and statement of cash flows, and the adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. The Company continues to estimate forfeitures based on the number of awards that are expected to vest. New Accounting Pronouncements In January 2017, the accounting guidance related to goodwill impairment was amended to remove step two of the impairment test that requires a hypothetical purchase price allocation in order to measure the amount of any impairment. Under the new guidance, only a single-step quantitative test is required and any goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance does not amend the optional alternative to perform a qualitative assessment to determine if a quantitative goodwill impairment test is necessary. This guidance will become effective for the Company on January 1, 2020, with early adoption permitted. The Company does not believe the adoption of this guidance will have an impact on its Consolidated Financial Statements. In January 2017, the accounting guidance related to business combinations was amended to clarify the definition of a business. This guidance will become effective for the Company on January 1, 2018, with early adoption permitted. The Company does not believe the adoption of this guidance will have an impact on its Consolidated Financial Statements. In August 2016, the accounting guidance related to the statement of cash flows was amended with the intent of reducing diversity in practice as to the classification of certain transactions in the statement of cash flows. This guidance will become effective for the Company on January 1, 2018, with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements. In February 2016, accounting guidance related to leases was issued that will require an entity to recognize leased assets and the rights and obligations created by those leased assets on the balance sheet and to disclose key information about the entity’s leasing arrangements. This guidance will become effective for the Company on January 1, 2019, with early adoption permitted. The Company expects that the adoption of this guidance will have a material impact on its Consolidated Balance Sheets and related disclosures, resulting from the recognition of significant right of use assets and related liabilities primarily related to its operating lease arrangements for space in hospitals and certain other facilities for its business and medical offices. The Company is in the process of reviewing its existing lease portfolio and accumulating all of the necessary information required to properly account for leases under the new guidance. Additionally, the Company is assessing system requirements, potential changes to its processes and internal control implications to ensure the Company will meet the reporting and disclosure requirements. The Company’s evaluation of this guidance and its impacts are expected to continue through the third quarter of 2018. 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. The new guidance will become effective for the Company on January 1, 2018. The Company’s current revenue recognition policies for its significant revenue streams materially comply with the amended guidance; therefore, the Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | 2. Cash Equivalents and Investments: As of September 30, 2017 and December 31, 2016, the Company’s cash equivalents consisted entirely of money market funds totaling $6.8 million and $12.4 million, respectively. 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 six years. The Company intends and has the ability to hold its held-to-maturity Investments held at September 30, 2017 and December 31, 2016 are summarized as follows (in thousands): September 30, 2017 December 31, 2016 Short-Term Long-Term Short-Term Long-Term Municipal debt securities $ 7,009 $ 46,624 $ 10,306 $ 46,513 Federal home loan securities 2,250 31,496 — 28,747 Certificates of deposit 1,715 4,165 980 3,715 $ 10,974 $ 82,285 $ 11,286 $ 78,975 Contractual maturities of long-term investments are summarized as follows (in thousands): September 30, 2017 December 31, 2016 Due after one year through five years $ 79,078 $ 70,005 Due after five years through six years 3,207 8,970 $ 82,285 $ 78,975 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 September 30, 2017 and December 31, 2016, the Company’s money market funds had a carrying amount of $6.8 million and $12.4 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 September 30, 2017 and December 31, 2016, the Company’s cash surrender value of life insurance had a carrying amount of $15.3 million and $15.8 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 September 30, 2017 and December 31, 2016, the Company’s contingent consideration liabilities had a fair value of $13.4 million and $17.3 million, respectively. See Note 5 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, variable rate long-term debt and capital lease obligations approximate fair value. If the Company’s investments were measured at fair value, they would be categorized as Level 2 in the fair value hierarchy. If the Company’s line of credit and variable long-term debt were measured at fair value, they would be categorized as Level 2 in the fair value hierarchy. The estimated fair value of the Company’s 5.25% senior unsecured notes due 2023 was $783.8 million and $773.4 million, at September 30, 2017 and December 31, 2016, respectively, and was estimated using trading prices as of September 30, 2017 and December 31, 2016 as Level 2 inputs to estimate fair value. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | 4. Accounts Receivable: Accounts receivable, net consists of the following (in thousands): September 30, 2017 December 31, 2016 Gross accounts receivable $ 1,823,271 $ 1,719,642 Allowance for contractual adjustments and uncollectibles (1,303,259 ) (1,224,366 ) $ 520,012 $ 495,276 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | 5. Business Acquisitions: During the nine months ended September 30, 2017, the Company completed nine physician group practice acquisitions, including three radiology practices, two maternal-fetal medicine practices, one neonatology practice, one pediatric multi-specialty practice and two other pediatric subspecialty practices. The acquisition-date fair value of the total consideration for the nine acquisitions was $356.6 million. Approximately $355.1 million was paid in cash, $0.5 million was paid by issuing 8,804 shares of the Company’s common stock and $1.0 million was recorded as accrued purchase consideration within other current liabilities. These acquisitions expanded the Company’s national network of physician practices. The Company expects to improve the results of physician practices through improved managed care contracting, improved collections and identification of growth initiatives, as well as operating and cost savings based on the significant infrastructure it has developed. With respect to the Company’s acquisition of radiology physician practices, the Company believes that it brings a unique value proposition to radiology physician groups, in that the Company can provide not only practice support, but also teleradiology capabilities that can enhance a physician group’s efficiency, provide subspecialty access and help them grow and remain competitive. In addition, the Company believes that radiology physician group practice physicians can complement the staffing needs for its teleradiology services business during certain times, such as nights and weekends, when such physicians are not providing services at their practices. The 8,804 shares of the Company’s common stock issued as a component of the purchase consideration for an acquisition completed during the first quarter of 2017 had an acquisition-date fair value of $0.5 million. The fair value of such shares was determined using the closing price on the New York Stock Exchange of the Company’s common stock less a discount for lack of marketability, reflecting a three year contractual restriction on the disposition or assignment of such common stock. The Company’s preliminary allocation of purchase price is as follows (in thousands): Current assets $ 65,107 Property and equipment 4,398 Other noncurrent assets 13,747 Goodwill 274,093 Other intangible assets 25,605 Current liabilities (4,392 ) Deferred income tax liabilities – long-term (395 ) Other long-term liabilities (21,602 ) $ 356,561 Other intangible assets consist primarily of physician and hospital agreements. The Company recorded provisional amounts for certain assets acquired during the nine months ended September 30, 2017. Any adjustment for these assets will be recorded during the measurement period and is not expected to be material. The Company expects that $170.8 million of the goodwill recorded during the nine months ended September 30, 2017 will be deductible for tax purposes. In addition, during the nine months ended September 30, 2017, the Company paid $4.4 million for contingent consideration related to certain prior-period acquisitions, of which all but the accretion recorded during 2017 was accrued as of December 31, 2016. Current assets acquired include long-lived assets with a fair value of $46.0 million that are expected to be contributed to a joint venture within the next twelve months in exchange for an equity method investment in that joint venture. Accordingly, these long-lived assets are classified as held for sale. In connection with certain prior period acquisitions, the Company recorded an increase in deferred tax liabilities of $0.5 million with a corresponding increase in goodwill of $0.5 million resulting from the finalization of income tax acquisition accounting. On March 31, 2017, the Company sold its 75% economic interest in a joint venture that was previously consolidated. The deconsolidation and removal of 100% of the carrying value of the joint venture’s net assets resulted in a gain on sale that was not material. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consist of the following (in thousands): September 30, 2017 December 31, 2016 Accounts payable $ 27,339 $ 28,474 Accrued salaries and bonuses 191,470 220,635 Accrued payroll taxes and benefits 73,455 67,830 Accrued professional liabilities 37,325 28,972 Accrued contingent consideration 6,276 6,566 Accrued interest 14,244 4,511 Other accrued expenses 52,200 50,950 $ 402,309 $ 407,938 The net decrease in accrued salaries and bonuses of $29.2 million from December 31, 2016 to September 30, 2017 is primarily due to the payment of performance-based incentive compensation, principally to the Company’s physicians, partially offset by performance-based incentive compensation accrued during the nine months ended September 30, 2017. A majority of the Company’s payments for performance-based incentive compensation is paid annually during the first quarter. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes: During the three months ended September 30, 2016, the Company settled a certain tax matter with a taxing authority. In connection with this settlement, the Company’s liability for uncertain tax positions decreased by $17.6 million, of which $10.6 million favorably impacted the Company’s effective income tax rate. |
Common and Common Equivalent Sh
Common and Common Equivalent Shares | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Common and Common Equivalent Shares | 8. Common and Common Equivalent Shares: Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of outstanding restricted stock and stock options and is calculated using the treasury stock method. In the first quarter of 2017, the Company adopted new accounting guidance that no longer permits the Company to include the assumed excess tax benefits related to the potential exercise or vesting of its stock-based awards in the treasury stock method computation. The impact on the weighted average number of common and common equivalent shares outstanding from excluding such assumed excess tax benefits for the three and nine months ended September 30, 2017 was not material. See Note 1 for additional information on the adoption of the new accounting guidance. The calculation of shares used in the basic and diluted net income per common share calculation for the three and nine months ended September 30, 2017 and 2016 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Weighted average number of common shares outstanding 92,589 92,604 92,348 92,336 Weighted average number of dilutive common share equivalents 292 542 666 709 Weighted average number of common and common equivalent shares outstanding 92,881 93,146 93,014 93,045 Antidilutive securities not included in the diluted net income per common share calculation 380 — 130 2 |
Stock Incentive Plans and Stock
Stock Incentive Plans and Stock Purchase Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans and Stock Purchase Plans | 9. Stock Incentive Plans and Stock Purchase Plans: 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. The Company recognizes compensation expense related to its restricted stock awards ratably over the corresponding vesting periods. During the nine months ended September 30, 2017, the Company granted 523,210 shares of restricted stock to its employees and non-employee Under the Company’s 1996 Non-Qualified Non-Qualified non-employee Each of the ESPP and the SPP provide for the issuance of an aggregate of 2.6 million shares of the Company’s common stock less the number of shares of common stock purchased under the other plan. In accordance with the provisions of the accounting guidance for stock-based compensation, the Company recognizes stock-based compensation expense for the discount received by participating employees and non-employee During the three and nine months ended September 30, 2017 and 2016, the Company recognized $7.7 million and $22.5 million, and $8.7 million and $25.9 million, respectively, of stock-based compensation expense. |
Common Stock Repurchase Program
Common Stock Repurchase Program | 9 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
Common Stock Repurchase Program | 10. Common Stock Repurchase Program: In July 2013, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock up to an amount sufficient to offset the dilutive impact from the issuance of shares under the Company’s equity compensation programs. The share repurchase program allows the Company to make open market purchases from time-to-time |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 September 30, 2017 in its Condensed Consolidated Financial Statements, as the variables affecting any potential eventual liability depend on the currently unknown facts and circumstances that arise out of, and are specific to, any particular future audit, inquiry and investigation and cannot be reasonably estimated at this time. In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company’s affiliated physicians. The Company’s contracts with hospitals generally require the Company to indemnify them and their affiliates for losses resulting from the negligence of the Company’s affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, cash flows and the trading price of its securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and the trading price of its securities. Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. With respect to professional liability risk, the Company generally self-insures a portion of this risk through its wholly owned captive insurance subsidiary. Liabilities in excess of the Company’s insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and the trading price of its securities. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent Event: On October 30, 2017, the Company entered into a new credit agreement (the “New Credit Agreement”), which replaces the Company’s prior credit agreement. The New Credit Agreement provides for a $2.0 billion unsecured revolving credit facility and includes a $37.5 million sub-facility The New Credit Agreement contains customary covenants and restrictions, including covenants that require the Company to maintain a minimum interest charge ratio, not to exceed a specified consolidated leverage ratio and to comply with laws, and restrictions on the ability of the Company to pay dividends and make certain other distributions, as specified therein. Failure to comply with these covenants would constitute an event of default under the New Credit Agreement, notwithstanding the ability of the Company to meet its debt service obligations. The New 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 New Credit Agreement. |
Basis of Presentation and New18
Basis of Presentation and New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the accounting guidance related to various aspects of share-based payment transactions was amended, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new guidance, excess tax benefits and deficiencies are to be recognized as income tax benefits or expenses in the income statement as discrete items in the reporting period in which they occur instead of increases or decreases to shareholders’ equity. Excess tax benefits should be classified along with other income tax cash flows as operating activities. With regard to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance became effective for the Company on January 1, 2017. The Company adopted this guidance prospectively for both the income statement and statement of cash flows, and the adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. The Company continues to estimate forfeitures based on the number of awards that are expected to vest. |
New Accounting Pronouncements | New Accounting Pronouncements In January 2017, the accounting guidance related to goodwill impairment was amended to remove step two of the impairment test that requires a hypothetical purchase price allocation in order to measure the amount of any impairment. Under the new guidance, only a single-step quantitative test is required and any goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance does not amend the optional alternative to perform a qualitative assessment to determine if a quantitative goodwill impairment test is necessary. This guidance will become effective for the Company on January 1, 2020, with early adoption permitted. The Company does not believe the adoption of this guidance will have an impact on its Consolidated Financial Statements. In January 2017, the accounting guidance related to business combinations was amended to clarify the definition of a business. This guidance will become effective for the Company on January 1, 2018, with early adoption permitted. The Company does not believe the adoption of this guidance will have an impact on its Consolidated Financial Statements. In August 2016, the accounting guidance related to the statement of cash flows was amended with the intent of reducing diversity in practice as to the classification of certain transactions in the statement of cash flows. This guidance will become effective for the Company on January 1, 2018, with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements. In February 2016, accounting guidance related to leases was issued that will require an entity to recognize leased assets and the rights and obligations created by those leased assets on the balance sheet and to disclose key information about the entity’s leasing arrangements. This guidance will become effective for the Company on January 1, 2019, with early adoption permitted. The Company expects that the adoption of this guidance will have a material impact on its Consolidated Balance Sheets and related disclosures, resulting from the recognition of significant right of use assets and related liabilities primarily related to its operating lease arrangements for space in hospitals and certain other facilities for its business and medical offices. The Company is in the process of reviewing its existing lease portfolio and accumulating all of the necessary information required to properly account for leases under the new guidance. Additionally, the Company is assessing system requirements, potential changes to its processes and internal control implications to ensure the Company will meet the reporting and disclosure requirements. The Company’s evaluation of this guidance and its impacts are expected to continue through the third quarter of 2018. 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. The new guidance will become effective for the Company on January 1, 2018. The Company’s current revenue recognition policies for its significant revenue streams materially comply with the amended guidance; therefore, the Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements. |
Cash Equivalents and Investme19
Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | Investments held at September 30, 2017 and December 31, 2016 are summarized as follows (in thousands): September 30, 2017 December 31, 2016 Short-Term Long-Term Short-Term Long-Term Municipal debt securities $ 7,009 $ 46,624 $ 10,306 $ 46,513 Federal home loan securities 2,250 31,496 — 28,747 Certificates of deposit 1,715 4,165 980 3,715 $ 10,974 $ 82,285 $ 11,286 $ 78,975 |
Schedule of Contractual Maturities of Long-Term Investments | Contractual maturities of long-term investments are summarized as follows (in thousands): September 30, 2017 December 31, 2016 Due after one year through five years $ 79,078 $ 70,005 Due after five years through six years 3,207 8,970 $ 82,285 $ 78,975 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): September 30, 2017 December 31, 2016 Gross accounts receivable $ 1,823,271 $ 1,719,642 Allowance for contractual adjustments and uncollectibles (1,303,259 ) (1,224,366 ) $ 520,012 $ 495,276 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Summary of Company's Preliminary Allocation of Purchase Price | The Company’s preliminary allocation of purchase price is as follows (in thousands): Current assets $ 65,107 Property and equipment 4,398 Other noncurrent assets 13,747 Goodwill 274,093 Other intangible assets 25,605 Current liabilities (4,392 ) Deferred income tax liabilities – long-term (395 ) Other long-term liabilities (21,602 ) $ 356,561 |
Accounts Payable and Accrued 22
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): September 30, 2017 December 31, 2016 Accounts payable $ 27,339 $ 28,474 Accrued salaries and bonuses 191,470 220,635 Accrued payroll taxes and benefits 73,455 67,830 Accrued professional liabilities 37,325 28,972 Accrued contingent consideration 6,276 6,566 Accrued interest 14,244 4,511 Other accrued expenses 52,200 50,950 $ 402,309 $ 407,938 |
Common and Common Equivalent 23
Common and Common Equivalent Shares (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share | The calculation of shares used in the basic and diluted net income per common share calculation for the three and nine months ended September 30, 2017 and 2016 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Weighted average number of common shares outstanding 92,589 92,604 92,348 92,336 Weighted average number of dilutive common share equivalents 292 542 666 709 Weighted average number of common and common equivalent shares outstanding 92,881 93,146 93,014 93,045 Antidilutive securities not included in the diluted net income per common share calculation 380 — 130 2 |
Basis of Presentation and New24
Basis of Presentation and New Accounting Pronouncements - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2017 | |
Basis Of Presentation [Line Items] | ||
Sale of minority interest percentage | 75.00% | |
Unnamed Corporate Joint Venture [Member] | ||
Basis Of Presentation [Line Items] | ||
Equity method ownership percentage in joint venture | 37.50% |
Cash Equivalents and Investme25
Cash Equivalents and Investments - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Cash Equivalents And Investments [Line Items] | ||
Cash equivalents | $ 6.8 | $ 12.4 |
Cash Equivalents [Member] | ||
Cash Equivalents And Investments [Line Items] | ||
Cash equivalents | $ 6.8 | $ 12.4 |
Maximum [Member] | ||
Cash Equivalents And Investments [Line Items] | ||
Long-term investments maturity period, in years | 6 years | |
Short-Term investments maturity period, in years | 1 year | |
Minimum [Member] | ||
Cash Equivalents And Investments [Line Items] | ||
Long-term investments maturity period, in years | 1 year |
Cash Equivalents and Investme26
Cash Equivalents and Investments - Schedule of Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | $ 10,974 | $ 11,286 |
Long-Term | 82,285 | 78,975 |
Municipal Debt Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | 7,009 | 10,306 |
Long-Term | 46,624 | 46,513 |
Federal Home Loan Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | 2,250 | |
Long-Term | 31,496 | 28,747 |
Certificates of Deposit [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Short-Term | 1,715 | 980 |
Long-Term | $ 4,165 | $ 3,715 |
Cash Equivalents and Investme27
Cash Equivalents and Investments - Schedule of Contractual Maturities of Long-Term Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Due after one year through five years | $ 79,078 | $ 70,005 |
Due after five years through six years | 3,207 | 8,970 |
Total | $ 82,285 | $ 78,975 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements Disclosure [Line Items] | ||
Money market funds carrying amount | $ 6.8 | $ 12.4 |
Carrying amount of cash surrender value of life insurance | 15.3 | 15.8 |
Contingent consideration liabilities related to acquisitions | 13.4 | 17.3 |
5.25% Senior Unsecured Notes Due 2023 [Member] | ||
Fair Value Measurements Disclosure [Line Items] | ||
Estimated fair value of notes | $ 783.8 | $ 773.4 |
Debt instrument interest rate | 5.25% |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,823,271 | $ 1,719,642 |
Allowance for contractual adjustments and uncollectibles | (1,303,259) | (1,224,366) |
Accounts receivable, net | $ 520,012 | $ 495,276 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)Companyshares | |
Business Acquisition [Line Items] | ||
Number of physician group practices acquired | Company | 9 | |
Number of neonatology practices acquired | Company | 1 | |
Number of maternal-fetal medicine practices acquired | Company | 2 | |
Number of other pediatric subspecialty practices acquired | Company | 2 | |
Number of pediatric multi-specialty practice acquired | Company | 1 | |
Number of radiology practices acquired | Company | 3 | |
Total business acquisition consideration | $ 356.6 | |
Cash payments to acquire businesses | 355.1 | |
Fair value of equity interest | $ 0.5 | $ 0.5 |
Number of shares issued for business acquisition | shares | 8,804 | 8,804 |
Purchase consideration liability | $ 1 | |
Contractual restriction period on disposition or assignment of common stock | 3 years | |
Goodwill deductible for tax purposes | 170.8 | |
Contingent consideration payments related to prior-period acquisitions | 4.4 | |
Assets held for sale | 46 | |
Sale of minority interest percentage | 75.00% | |
Deconsolidation percentage | 100.00% | |
Prior-Period Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Increase in deferred tax liabilities | 0.5 | |
Increase in goodwill resulting from finalization of tax acquisition accounting | $ 0.5 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Company's Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 4,118,234 | $ 3,845,157 |
Physician Group [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 65,107 | |
Property and equipment | 4,398 | |
Other noncurrent assets | 13,747 | |
Goodwill | 274,093 | |
Other intangible assets | 25,605 | |
Current liabilities | (4,392) | |
Deferred income tax liabilities - long-term | (395) | |
Other long-term liabilities | (21,602) | |
Total assets and liabilities | $ 356,561 |
Accounts Payable and Accrued 32
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 27,339 | $ 28,474 |
Accrued salaries and bonuses | 191,470 | 220,635 |
Accrued payroll taxes and benefits | 73,455 | 67,830 |
Accrued professional liabilities | 37,325 | 28,972 |
Accrued contingent consideration | 6,276 | 6,566 |
Accrued interest | 14,244 | 4,511 |
Other accrued expenses | 52,200 | 50,950 |
Accounts payable and accrued expenses, total | $ 402,309 | $ 407,938 |
Accounts Payable and Accrued 33
Accounts Payable and Accrued Expenses - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Payables and Accruals [Abstract] | |
Net decrease in accrued salaries and bonuses | $ 29.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate favorable impact of change in uncertain tax positions | $ 10.6 |
Decrease in uncertain tax position | $ 17.6 |
Common and Common Equivalent 35
Common and Common Equivalent Shares - Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted average number of common shares outstanding | 92,589 | 92,604 | 92,348 | 92,336 |
Weighted average number of dilutive common share equivalents | 292 | 542 | 666 | 709 |
Weighted average number of common and common equivalent shares outstanding | 92,881 | 93,146 | 93,014 | 93,045 |
Antidilutive securities not included in the diluted net income per common share calculation | 380 | 130 | 2 |
Stock Incentive Plans and Sto36
Stock Incentive Plans and Stock Purchase Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, aggregate shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Stock-based compensation expense | $ 7.7 | $ 8.7 | $ 22.5 | $ 25.9 | |
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Stock Option [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options, maximum years | 10 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
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% | ||||
2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock at which employees are permitted to purchase | 90.00% | ||||
Amended and Restated 2008 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future grants and awards under Stock Incentive Plans | 3,600,000 | 3,600,000 | |||
Amended and Restated 2008 Plan [Member] | Employee And Non Employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock granted | 523,210 | ||||
1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number Shares issued under Stock Purchase Plans | 260,855 | ||||
Common stock, aggregate shares authorized | 2,600,000 | 2,600,000 | |||
Common stock, reserved for issuance | 2,000,000 | 2,000,000 |
Common Stock Repurchase Progr37
Common Stock Repurchase Program - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Common Stock [Line Items] | |
Repurchased common stock, shares | shares | 1,000,000 |
Common stock repurchased | $ | $ 70.2 |
Restricted Stock [Member] | |
Common Stock [Line Items] | |
Number of shares withheld to satisfy minimum statutory tax withholding obligations | shares | 38,257 |
Amount withheld to satisfy minimum statutory tax withholding obligations | $ | $ 2.1 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - New Credit Agreement [Member] - Subsequent Event [Member] | Oct. 30, 2017USD ($) |
Subsequent Event [Line Items] | |
Line of Credit facility, maturity date | Oct. 31, 2022 |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Commitment fee percentage | 0.15% |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Commitment fee percentage | 0.30% |
Alternate Base Rate [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, applicable margin rate | 0.125% |
Alternate Base Rate [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, applicable margin rate | 0.75% |
Alternate Base Rate [Member] | Federal Funds Rate [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, interest rate | Federal Funds Rate plus 1/2 of 1.00% |
Debt instrument, variable interest rate | 1.00% |
Alternate Base Rate [Member] | LIBOR [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, interest rate | LIBOR for an interest period of one month plus 1.00%) plus an applicable margin rate ranging from 0.125% to 0.750% |
Debt instrument, variable interest rate | 1.00% |
Applicable Margin Rate [Member] | LIBOR [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, variable interest rate | 1.125% |
Applicable Margin Rate [Member] | LIBOR [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, variable interest rate | 1.75% |
Unsecured Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Line of Credit facility, borrowing capacity | $ 2,000,000,000 |
Letters of Credit [Member] | |
Subsequent Event [Line Items] | |
Line of Credit facility, borrowing capacity | $ 37,500,000 |