Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Registrant Name | 'AMSURG CORP | ' |
Entity Central Index Key | '0000895930 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 48,108,771 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $44,911 | $50,840 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 110,538 | 105,072 |
Supplies inventory | 18,808 | 18,414 |
Deferred income taxes | 3,386 | 3,097 |
Prepaid and other current assets | 34,658 | 33,602 |
Total current assets | 212,301 | 211,025 |
Property and equipment, net | 168,839 | 169,895 |
Investments in unconsolidated affiliates and other | 26,546 | 16,392 |
Goodwill | 1,794,493 | 1,758,970 |
Intangible assets, net | 20,829 | 21,662 |
Total assets | 2,223,008 | 2,177,944 |
Liabilities and Equity | ' | ' |
Current portion of long-term debt | 20,208 | 20,844 |
Accounts payable | 26,353 | 27,501 |
Accrued salaries and benefits | 29,849 | 32,294 |
Other accrued liabilities | 9,771 | 9,231 |
Total current liabilities | 86,181 | 89,870 |
Long-term Debt | 556,793 | 583,298 |
Deferred income taxes | 194,181 | 176,020 |
Other long-term liabilities | 25,695 | 25,503 |
Commitments and contingencies | ' | ' |
Noncontrolling interests - redeemable | 177,063 | 177,697 |
Equity: | ' | ' |
Preferred stock, no par value, 5,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, no par value, 70,000 shares authorized, 32,572 and 32,353 shares outstanding, respectively | 189,822 | 185,873 |
Retained earnings | 614,480 | 578,324 |
Total AmSurg Corp. equity | 804,302 | 764,197 |
Noncontrolling interests - non-redeemable | 378,793 | 361,359 |
Total equity | 1,183,095 | 1,125,556 |
Total liabilities and equity | $2,223,008 | $2,177,944 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Net of allowance on accounts receivable | $30,414 | $27,862 |
Preferred stock, par value | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | ' | ' |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares outstanding | 32,572,000 | 32,353,000 |
Consolidated_Statements_Of_Ear
Consolidated Statements Of Earnings and Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $281,105 | $267,102 | $544,212 | $525,291 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 84,866 | 81,085 | 168,060 | 162,043 |
Supply cost | 41,283 | 38,989 | 80,003 | 76,202 |
Other operating expenses | 60,331 | 53,925 | 115,600 | 106,652 |
Depreciation and amortization | 8,550 | 8,125 | 16,924 | 16,133 |
Total operating expenses | 195,030 | 182,124 | 380,587 | 361,030 |
Gain (loss) on deconsolidation | 1,366 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | 539 | 696 | 1,303 | 1,098 |
Operating income | 87,980 | 85,674 | 168,339 | 167,596 |
Interest expense | 6,894 | 7,512 | 13,857 | 15,054 |
Earnings from continuing operations before income taxes | 81,086 | 78,162 | 154,482 | 152,542 |
Income tax expense | 12,921 | 12,710 | 25,978 | 24,979 |
Net earnings from continuing operations | 68,165 | 65,452 | 128,504 | 127,563 |
Discontinued operations: | ' | ' | ' | ' |
Earnings (loss) from operations of discontinued interests in surgery centers, net of income tax | 0 | 384 | 137 | 546 |
Gain (loss) on disposal of discontinued interests in surgery centers, net of income tax | 7 | 0 | -355 | 0 |
Net earnings (loss) from discontinued operations | 7 | 384 | -218 | 546 |
Net earnings and comprehensive income | 68,172 | 65,836 | 128,286 | 128,109 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 49,211 | 47,035 | 92,046 | 91,396 |
Net earnings (loss) from discontinued operations | 0 | 238 | 84 | 339 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 49,211 | 47,273 | 92,130 | 91,735 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | 18,954 | 18,417 | 36,458 | 36,167 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 7 | 146 | -302 | 207 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $18,961 | $18,563 | $36,156 | $36,374 |
Earnings per share-basic: | ' | ' | ' | ' |
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (usd per share) | $0.60 | $0.59 | $1.15 | $1.16 |
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders (usd per share) | $0 | $0 | ($0.01) | $0.01 |
Net earnings attributable to AmSurg Corp. common shareholders (usd per share) | $0.60 | $0.59 | $1.14 | $1.17 |
Earnings per share-diluted: | ' | ' | ' | ' |
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (usd per share) | $0.59 | $0.58 | $1.13 | $1.13 |
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders (usd per share) | $0 | $0 | ($0.01) | $0.01 |
Net earnings attributable to AmSurg Corp. common shareholders (usd per share) | $0.59 | $0.58 | $1.12 | $1.14 |
Weighted average number of shares and share equivalents outstanding: | ' | ' | ' | ' |
Weighted average number of shares and share equivalents: Basic (shares) | 31,825 | 31,208 | 31,770 | 31,213 |
Weighted average number of shares and share equivalents: Diluted (shares) | 32,233 | 31,862 | 32,177 | 31,872 |
Consolidated_Statements_Of_Cha
Consolidated Statements Of Changes In Equity (USD $) | Total | Common Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | Non-Controlling Interests - Non-Redeemable [Member] | Total Equity (Permanent) [Member] | Non-controlling Interests - Redeemable [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | ' | $183,867 | $505,621 | $310,978 | $1,000,466 | $175,382 |
Balance (in shares) at Dec. 31, 2012 | ' | 31,941,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock (in shares) | ' | 292,000 | ' | ' | ' | ' |
Cancellation of restricted common stock (in shares) | ' | -17,000 | ' | ' | ' | ' |
Stock options exercised | ' | 13,728 | ' | ' | 13,728 | ' |
Stock options exercised (in shares) | ' | 568,000 | ' | ' | ' | ' |
Stock repurchased | ' | -26,164 | ' | ' | -26,164 | ' |
Stock repurchased (in shares) | ' | -789,000 | ' | ' | ' | ' |
Share-based compensation, value | -3,966 | 3,966 | ' | ' | 3,966 | ' |
Tax benefit related to exercise of stock options | ' | 2,968 | ' | ' | 2,968 | ' |
Net earnings and comprehensive income | 128,109 | ' | 36,374 | 25,450 | 61,824 | 66,285 |
Distributions to noncontrolling interests, net of capital contributions | ' | ' | ' | -24,371 | -24,371 | -66,879 |
Purchase of noncontrolling interest, value | ' | -223 | ' | -316 | -539 | -316 |
Sale of noncontrolling interest, value | ' | -1,471 | ' | 2,222 | 751 | 628 |
Acquisitions and other transactions impacting noncontrolling interests | ' | ' | ' | 11,153 | 11,153 | 0 |
Disposals and other transactions impacting noncontrolling interests | ' | 0 | ' | -317 | -317 | ' |
Balance at Jun. 30, 2013 | ' | 176,671 | 541,995 | 324,799 | 1,043,465 | 175,100 |
Balance (in shares) at Jun. 30, 2013 | ' | 31,995,000 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 1,125,556 | 185,873 | 578,324 | 361,359 | 1,125,556 | 177,697 |
Balance (in shares) at Dec. 31, 2013 | ' | 32,353,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock (in shares) | ' | 225,000 | ' | ' | ' | ' |
Cancellation of restricted common stock (in shares) | ' | -7,000 | ' | ' | ' | ' |
Stock options exercised | ' | 1,646 | ' | ' | 1,646 | ' |
Stock options exercised (in shares) | 68,868 | 69,000 | ' | ' | ' | ' |
Stock repurchased | ' | -2,857 | ' | ' | -2,857 | ' |
Stock repurchased (in shares) | ' | -68,000 | ' | ' | ' | ' |
Share-based compensation, value | -4,964 | 4,964 | ' | ' | 4,964 | ' |
Tax benefit related to exercise of stock options | ' | 2,090 | ' | ' | 2,090 | ' |
Net earnings and comprehensive income | 128,286 | ' | 36,156 | 26,788 | 62,944 | 65,342 |
Distributions to noncontrolling interests, net of capital contributions | ' | ' | ' | -26,846 | -26,846 | -65,134 |
Purchase of noncontrolling interest, value | ' | 305 | ' | -1,820 | -1,515 | 0 |
Sale of noncontrolling interest, value | ' | -2,199 | ' | 3,186 | 987 | 0 |
Acquisitions and other transactions impacting noncontrolling interests | ' | ' | ' | 21,255 | 21,255 | ' |
Disposals and other transactions impacting noncontrolling interests | ' | ' | ' | -5,129 | -5,129 | -842 |
Balance at Jun. 30, 2014 | $1,183,095 | $189,822 | $614,480 | $378,793 | $1,183,095 | $177,063 |
Balance (in shares) at Jun. 30, 2014 | ' | 32,572,000 | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings | $128,286 | $128,109 |
Adjustments to reconcile net earnings to net cash flows provided by operating activities: | ' | ' |
Depreciation and amortization | 16,924 | 16,133 |
Net (gain) loss on sale of long-lived assets | 611 | 0 |
(Gain) loss on deconsolidation | -3,411 | -2,237 |
Share-based compensation | 4,964 | 3,966 |
Excess tax benefit from share-based compensation | -2,090 | -1,210 |
Deferred income taxes | 17,872 | 19,329 |
Equity in earnings of unconsolidated affiliates, net | -1,303 | -1,098 |
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in: | ' | ' |
Accounts receivable, net | -5,979 | -5,221 |
Supplies inventory | -7 | -320 |
Prepaid and other current assets | -2,310 | -2,057 |
Accounts payable | -2,397 | -2,351 |
Accrued expenses and other liabilities | 769 | -2,155 |
Other, net | 1,652 | 1,662 |
Net cash flows provided by operating activities | 153,581 | 152,550 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | -24,437 | -18,346 |
Acquisition of property and equipment | -16,075 | -12,472 |
Proceeds from sale of interests in surgery centers | 2,092 | 0 |
Other | -1,381 | 55 |
Net cash flows used in investing activities | -39,801 | -30,763 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 74,246 | 70,922 |
Repayment on long-term borrowings | -102,326 | -96,222 |
Distributions to noncontrolling interests | -92,010 | -91,526 |
Proceeds from issuance of common stock upon exercise of stock options | 1,646 | 13,728 |
Repurchase of common stock | -2,857 | -26,164 |
Capital contributions and ownership transactions by noncontrolling interests | -498 | 936 |
Excess tax benefit from share-based compensation | 2,090 | 1,210 |
Financing cost incurred | 0 | -1,146 |
Net cash flows provided by (used in) financing activities | -119,709 | -128,262 |
Net increase (decrease) in cash and cash equivalents | -5,929 | -6,475 |
Cash and cash equivalents, beginning of period | 50,840 | 46,398 |
Cash and cash equivalents, end of period | $44,911 | $39,923 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
AmSurg Corp. (the “Company”), through its wholly-owned subsidiaries, owns interests, primarily 51%, in limited partnerships (“LPs”) and limited liability companies (“LLCs”) which own and operate ambulatory surgery centers (“centers”). The Company does not have an ownership interest in a LP or LLC greater than 51% which it does not consolidate. The Company has ownership interests of less than 51% in eight LPs and LLCs, one of which it consolidates as the Company has substantive participation rights and seven of which it does not consolidate as the Company’s rights are limited to protective rights only. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and the consolidated LPs and LLCs. Consolidation of such LPs and LLCs is necessary as the Company’s wholly-owned subsidiaries have primarily 51% or more of the financial interest of the LPs and LLCs, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the LPs and LLCs, and have control of the entities. The responsibilities of the Company’s noncontrolling partners (LPs and noncontrolling members) are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are generally required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All LPs and LLCs and noncontrolling partners are referred to herein as “partnerships” and “partners”, respectively. | |
Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company’s equity. However, for instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required. Consolidated net income attributable to the Company and to the noncontrolling interests are identified and presented on the face of the consolidated statements of earnings and comprehensive income; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. | |
As further described in note 11, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships. While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2014, the occurrence of such regulatory changes is outside the control of the Company. As a result, the noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets. | |
Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. | |
Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. These investments are included as investments in unconsolidated affiliates and other in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings and comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. | |
Each of the Company’s centers have similar economic characteristics and are aggregated into a single component. The Company operates this component as one reportable business segment, the ownership and operation of ambulatory surgery centers. | |
These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the unaudited interim consolidated financial statements contained in this report reflect all adjustments, consisting of only normal recurring accruals, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. | |
The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2013 Annual Report on Form 10-K. Certain prior year amounts in the accompanying consolidated financial statements and these notes have been reclassified to reflect the impact of additional discontinued operations as further discussed in note 5. |
Use_of_Estimates
Use of Estimates | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
The determination of contractual and bad debt allowances constitutes a significant estimate. Some of the factors considered by management in determining the amount of such allowances are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics. Accordingly, net accounts receivable at June 30, 2014 and December 31, 2013 reflect allowances for contractual adjustments of $291,434,000 and $289,937,000, respectively, and allowances for bad debt expense of $30,414,000 and $27,862,000, respectively. Bad debt expense is included in other operating expenses and was approximately $5,554,000 and $10,762,000 for the three and six months ended June 30, 2014, respectively, and $4,844,000 and $10,744,000 for the three and six months ended June 30, 2013, respectively. |
Revenue_Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2014 | |
Revenue Recognition [Abstract] | ' |
Revenue Recognition | ' |
Revenue Recognition | |
Center revenues consist of billing for the use of the centers’ facilities directly to the patient or third-party payor and, at certain of the Company’s centers (primarily centers that perform gastrointestinal endoscopy procedures), billing for anesthesia services provided by medical professionals employed or contracted by the Company’s centers. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor. | |
Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid. During each of the six months ended June 30, 2014 and 2013, the Company derived approximately 25% of its revenues from governmental healthcare programs, primarily Medicare and managed Medicare programs. Concentration of credit risk with respect to other payors is limited due to the large number of such payors. |
Acquisitions_and_Investments_i
Acquisitions and Investments in Unconsolidated Affiliates | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions and Investments in Unconsolidated Affiliates | ' | ||||||||
Acquisitions and Investments in Unconsolidated Affiliates | |||||||||
As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers. The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method. Equity method investments are initially recorded at cost, unless such investments are a result of the Company entering into a transaction whereby the Company loses control of a previously controlled entity but retains a noncontrolling interest. Such transactions, which result in the deconsolidation of a previously consolidated entity, are measured at fair value. | |||||||||
During each of the six months ended June 30, 2014 and 2013, the Company, through a wholly-owned subsidiary, acquired a controlling interest in two centers. The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the six months ended June 30, 2014 and 2013 was approximately $24,437,000 and $18,346,000, respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company’s revolving credit facility. The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers’ favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model. | |||||||||
In conjunction with the Company’s acquisition of 17 centers from National Surgical Care, Inc. (“NSC”) on September 1, 2011, the Company agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers, if any, from the period of January 1, 2012 to December 31, 2012. During the six months ended June 30, 2013, the Company paid NSC $2,744,000 as final settlement of the additional consideration due in accordance with the purchase agreement. | |||||||||
The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisition completed in the six months ended June 30, 2014 and 2013, including post acquisition date adjustments recorded to finalize purchase price allocations, are as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 1,023 | $ | 286 | |||||
Supplies, inventory, prepaid and other current assets | 953 | 143 | |||||||
Property and equipment | 2,481 | 1,504 | |||||||
Goodwill | 44,319 | 27,880 | |||||||
Accounts payable | (2,341 | ) | (110 | ) | |||||
Other accrued liabilities | (527 | ) | (68 | ) | |||||
Long-term debt | (214 | ) | (638 | ) | |||||
Total fair value | 45,694 | 28,997 | |||||||
Less: Fair value attributable to noncontrolling interests | 21,257 | 10,903 | |||||||
Acquisition date fair value of total consideration transferred | $ | 24,437 | $ | 18,094 | |||||
Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests in centers. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. The fair value of noncontrolling interests for acquisitions where the purchase price allocation is not finalized may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets. For the six months ended June 30, 2014 and 2013, respectively, approximately $25,059,000 and $17,469,000 of goodwill recorded was deductible for tax purposes. The acquisition related costs incurred by the Company for completed transactions were not significant for the six months ended June 30, 2014 and 2013, respectively. During the three and six months ended June 30, 2014, the Company incurred approximately $3,600,000, respectively, which is included in other operating expenses in the accompanying consolidated statement of earnings, related to the acquisition of Sheridan Healthcare, which was completed subsequent to June 30, 2014, and is further discussed in note 15. | |||||||||
Revenues and net earnings included in the six months ended June 30, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 2,643 | $ | 1,341 | |||||
Net earnings | 576 | 426 | |||||||
Less: Net earnings attributable to noncontrolling interests | 355 | 227 | |||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 221 | $ | 199 | |||||
The unaudited consolidated pro forma results for the six months ended June 30, 2014 and 2013, assuming all acquisitions completed prior to June 30, 2014 had been consummated on January 1, 2013 and all 2013 acquisitions had been consummated on January 1, 2012, are as follows (in thousands, except per share data): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 552,154 | $ | 558,165 | |||||
Net earnings | 129,720 | 136,524 | |||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||
Net earnings from continuing operations | 36,912 | 38,967 | |||||||
Net earnings | 36,610 | 39,174 | |||||||
Net earnings from continuing operations per common share: | |||||||||
Basic | $ | 1.16 | $ | 1.25 | |||||
Diluted | $ | 1.15 | $ | 1.22 | |||||
Net earnings: | |||||||||
Basic | $ | 1.15 | $ | 1.26 | |||||
Diluted | $ | 1.14 | $ | 1.23 | |||||
Weighted average number of shares and share equivalents: | |||||||||
Basic | 31,770 | 31,213 | |||||||
Diluted | 32,177 | 31,872 | |||||||
During the six months ended June 30, 2014, the Company entered into certain transactions whereby it contributed its controlling interests in four centers in exchange for approximately $1,700,000 and noncontrolling interests in three separate entities each jointly owned by a hospital that, after the completion of the transactions, controls the contributed centers. During the six months ended June 30, 2013, the Company entered into a transaction whereby it contributed $252,000 plus a controlling interest in one center in exchange for a noncontrolling interest in an entity jointly owned by a hospital that, after the completion of the transaction, controlled the contributed center and one additional center. Management of the Company believes these structures provide both economies of scale and potential future growth opportunities in the markets in which the centers are located. As a result of these transactions, the Company recorded in the accompanying consolidated balance sheets, as a component of investments in unconsolidated affiliates and other, the fair value of the noncontrolling interest in the entities which control the contributed centers of approximately $6,534,000 and $5,200,000 as of the six months ended June 30, 2014 and 2013, respectively. Accordingly, the Company recognized a net gain on deconsolidation in the accompanying consolidated statements of earnings and comprehensive income of approximately $1,366,000 and $3,411,000 during the three and six months ended June 30, 2014, respectively, and $2,237,000 during the six months ended June 30, 2013, respectively. There was no deconsolidation activity during the three months ended June 30, 2013. In each of these transactions, the gain or loss on deconsolidation was determined based on the difference between the fair value of the Company’s noncontrolling interest in the new entity and the carrying value of both the tangible and intangible assets of the contributed centers immediately prior to each transaction. During the six months ended June 30, 2014, the fair value of the Company’s noncontrolling interest was based on estimates of the expected future earnings, and in certain cases, the Company evaluated likely scenarios which were weighted by a range of expected probabilities of 5% to 35%. |
Dispositions
Dispositions | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Dispositions | ' | ||||||||||||||||
Dispositions | |||||||||||||||||
During the six months ended June 30, 2014 and the year ended December 31, 2013, the Company initiated the disposition of certain of its centers due to management’s assessment of the Company’s strategy in the market and due to the limited growth opportunities at these centers. Results of operations (net of income tax) of the centers discontinued for the three and six months ended June 30, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash proceeds from disposal | $ | — | $ | — | $ | 1,147 | $ | — | |||||||||
Net earnings (loss) from discontinued operations | 7 | 384 | (218 | ) | 546 | ||||||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. | 7 | 146 | (302 | ) | 207 | ||||||||||||
The results of operations of discontinued centers have been classified as discontinued operations in all periods presented. Results of operations of the combined discontinued centers for the three and six months ended June 30, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | — | $ | 2,240 | $ | 1,048 | $ | 4,112 | |||||||||
Earnings before income taxes | — | 491 | 172 | 699 | |||||||||||||
Net earnings | — | 384 | 137 | 546 | |||||||||||||
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill And Intangible Assets | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2014 are as follows (in thousands): | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,758,970 | |||||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 44,320 | ||||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (8,797 | ) | |||||||||||||||||||||||
Balance at June 30, 2014 | $ | 1,794,493 | |||||||||||||||||||||||
Amortizable intangible assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||||||
Deferred financing cost | $ | 15,816 | $ | (5,949 | ) | $ | 9,867 | $ | 15,814 | $ | (4,953 | ) | $ | 10,861 | |||||||||||
Agreements, contracts and other intangible assets | 3,448 | (2,611 | ) | 837 | 3,448 | (2,472 | ) | 976 | |||||||||||||||||
Total amortizable intangible assets | $ | 19,264 | $ | (8,560 | ) | $ | 10,704 | $ | 19,262 | $ | (7,425 | ) | $ | 11,837 | |||||||||||
Amortization of intangible assets for the three months ended June 30, 2014 and 2013 was $566,000 and $531,000, respectively, and $1,135,000 and $1,076,000 for the six months ended June 30, 2014 and 2013, respectively. Estimated amortization of intangible assets for the remainder of 2014 and the following five years and thereafter is $1,121,000, $2,240,000, $2,239,000, $1,985,000, $1,422,000, $860,000 and $837,000, respectively. The Company expects to recognize amortization of intangible assets over a weighted average period of 5.2 years with no expected residual values. | |||||||||||||||||||||||||
At June 30, 2014 and December 31, 2013, other non-amortizable intangible assets related to restrictive covenant arrangements were $10,125,000 and $9,825,000, respectively. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-Term Debt | ' | ||||||||
Long-term Debt | |||||||||
Long-term debt at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit agreement | $ | 231,500 | $ | 252,500 | |||||
Senior Unsecured Notes due 2020 (5.625%) | 250,000 | 250,000 | |||||||
Senior Secured Notes due 2020 (8.04%) | 64,286 | 69,643 | |||||||
Other debt due through 2025 | 20,056 | 21,149 | |||||||
Capitalized lease arrangements due through 2026 | 11,159 | 10,850 | |||||||
577,001 | 604,142 | ||||||||
Less current portion | 20,208 | 20,844 | |||||||
Long-term debt | $ | 556,793 | $ | 583,298 | |||||
a. Credit Facility | |||||||||
On June 14, 2013, the Company amended its revolving credit agreement to adjust the interest rate spreads and extend the maturity date by one year. The revolving credit agreement, as amended, permits the Company to borrow up to $475,000,000 at an interest rate equal to, at the Company’s option, the base rate plus 0.25% to 1.00% or LIBOR plus 1.25% to 2.00%, or a combination thereof; provides for a fee of 0.25% to 0.40% of unused commitments; and contains certain covenants relating to the ratio of debt to operating performance measurements, interest coverage ratios and minimum net worth. Borrowings under the revolving credit agreement mature in June 2018 and are secured primarily by a pledge of the stock of the Company’s wholly-owned subsidiaries and the Company’s partnership and membership interests in the LPs and LLCs. The Company was in compliance with the covenants contained in the revolving credit agreement at June 30, 2014. See note 15 for further information regarding the Sheridan Healthcare acquisition and subsequent extinguishment of this revolving credit agreement. | |||||||||
b. Senior Unsecured Notes | |||||||||
On November 20, 2012, the Company completed a private offering of $250,000,000 aggregate principal amount of 5.625% senior unsecured notes due 2020 (the “2020 Senior Unsecured Notes”). On May 31, 2013 the Company completed an offer to exchange the outstanding 2020 Senior Unsecured Notes for an equal amount of such notes that are registered under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2020 Senior Unsecured Notes were used to reduce the outstanding indebtedness under the Company’s revolving credit agreement. The 2020 Senior Unsecured Notes are general unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized wholly-owned domestic subsidiaries. The 2020 Senior Unsecured Notes are pari passu in right of payment with all the existing and future senior debt of the Company and senior to all existing and future subordinated debt of the Company. Interest on the 2020 Senior Unsecured Notes accrues at the rate of 5.625% per annum and is payable semi-annually in arrears on May 30 and November 30, through the maturity date of November 30, 2020. | |||||||||
Prior to November 30, 2015, the Company may redeem up to 35% of the aggregate principal amount of the 2020 Senior Unsecured Notes at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings. On or after November 30, 2015, the Company may redeem the 2020 Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on November 30 of the years indicated below: | |||||||||
Period | Redemption Price | ||||||||
2015 | 104.219 | % | |||||||
2016 | 102.813 | % | |||||||
2017 | 101.406 | % | |||||||
2018 and thereafter | 100 | % | |||||||
The 2020 Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock. The Company was in compliance with the covenants contained in the indenture relating to the 2020 Senior Unsecured Notes at June 30, 2014. | |||||||||
c. Senior Secured Notes | |||||||||
The Company issued $75,000,000 principal amount of senior secured notes (the “Senior Secured Notes”) on May 28, 2010 pursuant to a note purchase agreement. The Senior Secured Notes mature on May 28, 2020. The Senior Secured Notes, which were originally issued with a stated interest rate of 6.04%, were amended on November 7, 2012 to allow for the Company’s issuance of the 2020 Senior Unsecured Notes, which resulted in an increase in the annual interest rate to 8.04%, and included certain other adjustments to the existing covenants. The Senior Secured Notes are pari passu with the indebtedness under the Company’s revolving credit agreement and the 2020 Senior Unsecured Notes and principal payments began in August 2013. The note purchase agreement governing the Senior Secured Notes contains covenants similar to the covenants in the revolving credit agreement and includes a make whole provision in the event of any prepayment of principal. The Company was in compliance with the covenants contained in the note purchase agreement relating to the Senior Secured Notes at June 30, 2014. See note 15 for further information regarding the Sheridan Healthcare acquisition and subsequent extinguishment of these notes. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |
Jun. 30, 2014 | ||
Fair Value Disclosures [Abstract] | ' | |
Fair Value Measurements | ' | |
Fair Value Measurements | ||
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The inputs used by the Company to measure fair value are classified into the following hierarchy: | ||
Level 1: Quoted prices in active markets for identical assets or liabilities. | ||
Level 2: | Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. | |
Level 3: | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | |
In determining the fair value of assets and liabilities that are measured on a recurring basis at June 30, 2014 and December 31, 2013, the Company utilized Level 2 inputs to perform such measurements methods, which were commensurate with the market approach. As of June 30, 2014 and December 31, 2013, the fair value of the supplemental executive and director retirement savings plan investments, which are included in prepaid and other current assets in the accompanying consolidated balance sheets, was $16,880,000 and $13,313,000, respectively. The fair values were determined using the calculated net asset values obtained from the plan administrator and observable inputs of similar public mutual fund investments (Level 2). There were no transfers to or from Levels 1 and 2 during the three months ended June 30, 2014. | ||
Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. The fair value of fixed rate long-term debt, with a carrying value of $343,195,000, was $348,974,000 at June 30, 2014. The fair value of variable rate long-term debt approximates its carrying value of $233,806,000 at June 30, 2014. With the exception of the Company’s 2020 Senior Unsecured Notes, the fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders. The fair value of the Company’s 2020 Senior Unsecured Notes (Level 1) is determined based on quoted prices in an active market. |
Shareholders_Equity
Shareholders' Equity | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Shareholders' Equity | ' | ||||||||||||||||||||||
Shareholders’ Equity | |||||||||||||||||||||||
a. Common Stock | |||||||||||||||||||||||
On April 24, 2012, the Board of Directors authorized a stock purchase program for up to $40,000,000 of the Company’s shares of common stock. The Company completed this repurchase program in August 2013. On August 9, 2013, the Board of Directors authorized a stock purchase program for up to $40,000,000 of the Company’s shares of common stock to be purchased through February 9, 2015. As of June 30, 2014, there was approximately $27,100,000 available under the stock repurchase program. | |||||||||||||||||||||||
During the six months ended June 30, 2014, the Company did not purchase any shares under the stock repurchase program. During the six months ended June 30, 2013, the Company purchased 699,659 shares of the Company’s common stock for approximately $23,349,000, at an average price of $33.35 per share, in order to mitigate the dilutive effect of shares issued upon the exercise of stock options pursuant to the Company’s stock incentive plans. | |||||||||||||||||||||||
In addition, the Company repurchases shares by withholding a portion of employee restricted stock that vested to cover payroll withholding taxes in accordance with the restricted stock agreements. During the six months ended June 30, 2014 and 2013, the Company repurchased 68,014 shares and 89,788 shares, respectively, of common stock for approximately $2,857,000 and $2,815,000, respectively. | |||||||||||||||||||||||
b. Stock Incentive Plans | |||||||||||||||||||||||
In May 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan. The Company also has options outstanding under the AmSurg Corp. 2006 Stock Incentive Plan, as amended and AmSurg Corp. 1997 Stock Incentive Plan, as amended under which no additional awards may be granted. Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock. At June 30, 2014, 1,200,000 shares were authorized for grant under the 2014 Equity and Incentive Plan and 1,174,870 shares were available for future equity grants. Restricted stock granted to outside directors prior to 2012 vested over a two year period and restricted stock granted to outside directors during 2012 and after vest over a one year period. Restricted stock granted to employees during 2010 and thereafter vests over four years in three equal installments beginning on the second anniversary of the date of grant. Restricted stock granted to employees prior to 2010 vests at the end of four years from the date of grant. The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date. Under Company policy, shares held by outside directors and senior management are subject to certain holding restrictions and anti-pledging activities. | |||||||||||||||||||||||
No options have been issued subsequent to 2008 and all outstanding options are fully vested. Options were granted at market value on the date of the grant and vested over four years. Outstanding options have a term of ten years from the date of grant. | |||||||||||||||||||||||
Other information pertaining to share-based activity during the three and six months ended June 30, 2014 and 2013 was as follows (in thousands): | |||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Share-based compensation expense | $ | 2,506 | $ | 1,916 | $ | 4,964 | $ | 3,966 | |||||||||||||||
Fair value of shares vested | 1,183 | 1,318 | 10,358 | 10,500 | |||||||||||||||||||
Cash received from option exercises | 1,158 | 8,037 | 1,646 | 13,728 | |||||||||||||||||||
Tax benefit from option exercises | 363 | 922 | 2,090 | 1,210 | |||||||||||||||||||
As of June 30, 2014, the Company had total unrecognized compensation cost of approximately $10,980,000 related to non-vested awards, which the Company expects to recognize through 2018 and over a weighted average period of 1.2 years. | |||||||||||||||||||||||
For the three and six months ended June 30, 2014 and 2013, there were no options that were anti-dilutive. | |||||||||||||||||||||||
A summary of the status of non-vested restricted shares at June 30, 2014 and changes during the six months ended June 30, 2014 is as follows: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Number | Average | ||||||||||||||||||||||
of Shares | Grant Price | ||||||||||||||||||||||
Non-vested shares at December 31, 2013 | 743,869 | $ | 26.54 | ||||||||||||||||||||
Shares granted | 225,521 | 42.25 | |||||||||||||||||||||
Shares vested | (247,128 | ) | 23.3 | ||||||||||||||||||||
Shares forfeited | (7,129 | ) | 32.81 | ||||||||||||||||||||
Non-vested shares at June 30, 2014 | 715,133 | $ | 32.55 | ||||||||||||||||||||
A summary of stock option activity for the six months ended June 30, 2014 is summarized as follows: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Weighted | Average | ||||||||||||||||||||||
Average | Remaining | ||||||||||||||||||||||
Number | Exercise | Contractual | |||||||||||||||||||||
of Shares | Price | Term (in years) | |||||||||||||||||||||
Outstanding at December 31, 2013 | 270,464 | $ | 23.16 | 2.5 | |||||||||||||||||||
Options exercised with total intrinsic value of $1,649,000 | (68,868 | ) | 23.9 | ||||||||||||||||||||
Outstanding at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
Vested at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
Exercisable at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at June 30, 2014 exercised their options at the Company’s closing stock price on June 30, 2014. | |||||||||||||||||||||||
c. Earnings per Share | |||||||||||||||||||||||
The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts): | |||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
Earnings | Shares | Per Share | Earnings | Shares | Per Share | ||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||||||||
2014:00:00 | |||||||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic) | $ | 18,954 | 31,825 | $ | 0.6 | $ | 36,458 | 31,770 | $ | 1.15 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 408 | — | 407 | |||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted) | $ | 18,954 | 32,233 | $ | 0.59 | $ | 36,458 | 32,177 | $ | 1.13 | |||||||||||||
Net earnings attributable to AmSurg Corp. per common share (basic) | $ | 18,961 | 31,825 | $ | 0.6 | $ | 36,156 | 31,770 | $ | 1.14 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 408 | — | 407 | |||||||||||||||||||
Net earnings attributable to AmSurg Corp. per common share (diluted) | $ | 18,961 | 32,233 | $ | 0.59 | $ | 36,156 | 32,177 | $ | 1.12 | |||||||||||||
2013:00:00 | |||||||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic) | $ | 18,417 | 31,208 | $ | 0.59 | $ | 36,167 | 31,213 | $ | 1.16 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 654 | — | 659 | |||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted) | $ | 18,417 | 31,862 | $ | 0.58 | $ | 36,167 | 31,872 | $ | 1.13 | |||||||||||||
Net earnings attributable to AmSurg Corp. per common share (basic) | $ | 18,563 | 31,208 | $ | 0.59 | $ | 36,374 | 31,213 | $ | 1.17 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 654 | — | 659 | |||||||||||||||||||
Net earnings attributable to AmSurg Corp. per common share (diluted) | $ | 18,563 | 31,862 | $ | 0.58 | $ | 36,374 | 31,872 | $ | 1.14 | |||||||||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its consolidated statement of earnings and comprehensive income. The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months. | |
The Company and its subsidiaries file U.S. federal and various state tax returns. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2010. |
Commitments_And_Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments And Contingencies | ' |
Commitments and Contingencies | |
The Company and its subsidiaries are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability, workers’ compensation liability and property damage. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its subsidiaries. Management is not aware of any claims against it or its subsidiaries which would have a material financial impact on the Company. | |
Certain of the Company’s wholly-owned subsidiaries, as general partners in the LPs, are responsible for all debts incurred but unpaid by the LPs. As manager of the operations of the LPs, the Company has the ability to limit potential liabilities by curtailing operations or taking other operating actions. | |
In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in a substantial majority of the Company’s partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2014. | |
On December 27, 2012, the Company entered into a lease agreement with an initial term of 15 years plus renewal options, pursuant to which the Company has agreed to lease an approximately 110,000 square foot building to be constructed in Nashville, Tennessee. The Company intends that the building will serve as its corporate headquarters beginning in 2015. Prior to taking possession, the Company may terminate the agreement if the landlord fails to satisfy certain construction milestones. The Company’s annual rental obligation at the inception of the lease, which will occur upon completion of construction currently estimated to occur in late 2014, is approximately $2,300,000 and increases by 1.9% annually thereafter during the initial term. In addition to base rent, the Company will pay additional rent consisting of, among other things, operating expenses, real estate taxes and insurance costs. The landlord will provide the Company with an allowance of approximately $4,400,000 for certain interior tenant improvements. | |
On May 29, 2014 the Company announced it had entered into an agreement to acquire Sheridan Healthcare for approximately $2.35 billion, comprised of a minimum cash value of approximately $1.7 billion with the remaining amount to be satisfied through the issuance of Company stock. The Company obtained a commitment from Citi to the fund the cash component of the purchase price. The completion of this acquisition occurred during the third quarter of 2014. See note 15 for further information regarding the Sheridan Healthcare acquisition. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Recent Accounting Pronouncements [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-08 “Presentation of Financial Statements and Property, Plant and Equipment” which raised the threshold for a disposal to qualify as a discontinued operation and requires certain new disclosures for individually material disposals that do not meet the new definition of a discontinued operation. The ASU’s intent is to reduce the number of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on the Company’s operations and financial results rather than routine disposals that are not a change in the Company’s strategy. The guidance is effective for interim and annual periods beginning after December 15, 2014, with earlier adoption permitted. From time to time, the Company will dispose of certain of its centers due to management’s assessment of the Company’s strategy in the market and due to limited growth opportunities at those centers. Historically, these dispositions were classified as discontinued operations and recorded separately from continuing operations. When adopted, this ASU will require the Company to record the results of operations and the associated gain or loss from similar dispositions as a component of continuing operations. The Company does not believe this ASU will have a material impact on the Company’s consolidated financial position or cash flows. | |
In May 2014, Financial Accounting Standards Board issued ASU 2014-09 “ Revenue from Contracts with Customers” which will eliminate the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach using the following steps: identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early adoption is not permitted. The Company has yet to assess the impact, if any, this ASU will have on the Company's consolidated financial condition, results of operations or cash flows. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
Supplemental Cash Flow Information | |||||||||
Supplemental cash flow information for the six months ended June 30, 2014 and 2013 is as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 9,710 | $ | 14,739 | |||||
Income taxes, net of refunds | 4,703 | 6,681 | |||||||
Non-cash investing and financing activities: | |||||||||
Increase (decrease) in accounts payable associated with acquisition of property and equipment | (1,220 | ) | 389 | ||||||
Capital lease obligations | 948 | 32 | |||||||
Financial_Information_for_the_
Financial Information for the Company and Its Subsidiaries | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Financial Information for the Company and Its Subsidiaries | ' | ||||||||||||||||||||
Financial Information for the Company and Its Subsidiaries | |||||||||||||||||||||
The 2020 Senior Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized wholly-owned domestic subsidiaries. The 2020 Senior Unsecured Notes are guaranteed on a full and unconditional and joint and several basis, with limited exceptions considered customary for such guarantees, including the release of the guarantee when a subsidiary's assets are sold. The following condensed consolidating financial statements present the Company (as parent issuer), the subsidiary guarantors, the subsidiary non-guarantors and consolidating adjustments. These condensed consolidating financial statements have been prepared and presented in accordance with Rule 3-10 of Regulation S-X "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered." The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis. | |||||||||||||||||||||
Condensed Consolidating Balance Sheet - June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 3,836 | $ | — | $ | 41,075 | $ | — | $ | 44,911 | |||||||||||
Accounts receivable, net | — | — | 110,538 | — | 110,538 | ||||||||||||||||
Supplies inventory | — | — | 18,808 | — | 18,808 | ||||||||||||||||
Deferred income taxes | 3,386 | — | — | — | 3,386 | ||||||||||||||||
Prepaid and other current assets | 26,784 | — | 12,393 | (4,519 | ) | 34,658 | |||||||||||||||
Total current assets | 34,006 | — | 182,814 | (4,519 | ) | 212,301 | |||||||||||||||
Property and equipment, net | 9,837 | — | 159,002 | — | 168,839 | ||||||||||||||||
Investments in unconsolidated affiliates and other | 1,514,925 | 1,479,602 | 932 | (2,968,913 | ) | 26,546 | |||||||||||||||
Goodwill and intangible assets, net | 19,990 | — | 839 | 1,794,493 | 1,815,322 | ||||||||||||||||
Total assets | $ | 1,578,758 | $ | 1,479,602 | $ | 343,587 | $ | (1,178,939 | ) | $ | 2,223,008 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10,714 | $ | — | $ | 9,494 | $ | — | $ | 20,208 | |||||||||||
Accounts payable | 3,269 | — | 27,163 | (4,079 | ) | 26,353 | |||||||||||||||
Accrued liabilities | 23,849 | — | 16,211 | (440 | ) | 39,620 | |||||||||||||||
Total current liabilities | 37,832 | — | 52,868 | (4,519 | ) | 86,181 | |||||||||||||||
Long-term debt | 535,071 | — | 54,118 | (32,396 | ) | 556,793 | |||||||||||||||
Deferred income taxes | 194,181 | — | — | — | 194,181 | ||||||||||||||||
Other long-term liabilities | 7,372 | — | 18,323 | — | 25,695 | ||||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,070 | 113,993 | 177,063 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 804,302 | 1,479,602 | 114,690 | (1,594,292 | ) | 804,302 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 40,518 | 338,275 | 378,793 | ||||||||||||||||
Total equity | 804,302 | 1,479,602 | 155,208 | (1,256,017 | ) | 1,183,095 | |||||||||||||||
Total liabilities and equity | $ | 1,578,758 | $ | 1,479,602 | $ | 343,587 | $ | (1,178,939 | ) | $ | 2,223,008 | ||||||||||
Condensed Consolidating Balance Sheet - December 31, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 6,710 | $ | — | $ | 44,130 | $ | — | $ | 50,840 | |||||||||||
Accounts receivable, net | — | — | 105,072 | — | 105,072 | ||||||||||||||||
Supplies inventory | 33 | — | 18,381 | — | 18,414 | ||||||||||||||||
Deferred income taxes | 3,097 | — | — | — | 3,097 | ||||||||||||||||
Prepaid and other current assets | 23,993 | — | 13,971 | (4,362 | ) | 33,602 | |||||||||||||||
Total current assets | 33,833 | — | 181,554 | (4,362 | ) | 211,025 | |||||||||||||||
Property and equipment, net | 9,829 | — | 160,066 | — | 169,895 | ||||||||||||||||
Investments in unconsolidated affiliates and other | 1,484,974 | 1,453,596 | — | (2,922,178 | ) | 16,392 | |||||||||||||||
Goodwill and intangible assets, net | 20,684 | — | 978 | 1,758,970 | 1,780,632 | ||||||||||||||||
Total assets | $ | 1,549,320 | $ | 1,453,596 | $ | 342,598 | $ | (1,167,570 | ) | $ | 2,177,944 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10,714 | $ | — | $ | 10,130 | $ | — | $ | 20,844 | |||||||||||
Accounts payable | 1,972 | — | 29,487 | (3,958 | ) | 27,501 | |||||||||||||||
Accrued liabilities | 27,419 | — | 14,510 | (404 | ) | 41,525 | |||||||||||||||
Total current liabilities | 40,105 | — | 54,127 | (4,362 | ) | 89,870 | |||||||||||||||
Long-term debt | 561,429 | — | 53,246 | (31,377 | ) | 583,298 | |||||||||||||||
Deferred income taxes | 176,020 | — | — | — | 176,020 | ||||||||||||||||
Other long-term liabilities | 7,569 | — | 17,934 | — | 25,503 | ||||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,704 | 113,993 | 177,697 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 764,197 | 1,453,596 | 114,671 | (1,568,267 | ) | 764,197 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 38,916 | 322,443 | 361,359 | ||||||||||||||||
Total equity | 764,197 | 1,453,596 | 153,587 | (1,245,824 | ) | 1,125,556 | |||||||||||||||
Total liabilities and equity | $ | 1,549,320 | $ | 1,453,596 | $ | 342,598 | $ | (1,167,570 | ) | $ | 2,177,944 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 6,364 | $ | — | $ | 279,518 | $ | (4,777 | ) | $ | 281,105 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 15,282 | — | 69,708 | (124 | ) | 84,866 | |||||||||||||||
Supply cost | — | — | 41,283 | — | 41,283 | ||||||||||||||||
Other operating expenses | 8,427 | — | 56,557 | (4,653 | ) | 60,331 | |||||||||||||||
Depreciation and amortization | 815 | — | 7,735 | — | 8,550 | ||||||||||||||||
Total operating expenses | 24,524 | — | 175,283 | (4,777 | ) | 195,030 | |||||||||||||||
Gain on deconsolidation | 1,366 | 1,366 | — | (1,366 | ) | 1,366 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 54,639 | 54,639 | — | (108,739 | ) | 539 | |||||||||||||||
Operating income | 37,845 | 56,005 | 104,235 | (110,105 | ) | 87,980 | |||||||||||||||
Interest expense | 6,342 | — | 552 | — | 6,894 | ||||||||||||||||
Earnings from continuing operations before income taxes | 31,503 | 56,005 | 103,683 | (110,105 | ) | 81,086 | |||||||||||||||
Income tax expense | 12,549 | — | 372 | — | 12,921 | ||||||||||||||||
Net earnings from continuing operations | 18,954 | 56,005 | 103,311 | (110,105 | ) | 68,165 | |||||||||||||||
Net earnings from discontinued operations | 7 | — | — | — | 7 | ||||||||||||||||
Net earnings and comprehensive income | 18,961 | 56,005 | 103,311 | (110,105 | ) | 68,172 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 49,211 | — | 49,211 | ||||||||||||||||
Net earnings from discontinued operations | — | — | — | — | — | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 49,211 | — | 49,211 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,961 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,961 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 18,954 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,954 | ||||||||||
Discontinued operations, net of income tax | 7 | — | — | — | 7 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,961 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,961 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 12,491 | $ | — | $ | 541,107 | $ | (9,386 | ) | $ | 544,212 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 29,767 | — | 138,539 | (246 | ) | 168,060 | |||||||||||||||
Supply cost | — | — | 80,003 | — | 80,003 | ||||||||||||||||
Other operating expenses | 12,594 | — | 112,146 | (9,140 | ) | 115,600 | |||||||||||||||
Depreciation and amortization | 1,640 | — | 15,284 | — | 16,924 | ||||||||||||||||
Total operating expenses | 44,001 | — | 345,972 | (9,386 | ) | 380,587 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 102,691 | 102,691 | — | (204,079 | ) | 1,303 | |||||||||||||||
Operating income | 74,592 | 106,102 | 195,135 | (207,490 | ) | 168,339 | |||||||||||||||
Interest expense | 12,793 | — | 1,064 | — | 13,857 | ||||||||||||||||
Earnings from continuing operations before income taxes | 61,799 | 106,102 | 194,071 | (207,490 | ) | 154,482 | |||||||||||||||
Income tax expense | 25,253 | — | 725 | — | 25,978 | ||||||||||||||||
Net earnings from continuing operations | 36,546 | 106,102 | 193,346 | (207,490 | ) | 128,504 | |||||||||||||||
Net earnings (loss) from discontinued operations | (390 | ) | — | 172 | — | (218 | ) | ||||||||||||||
Net earnings and comprehensive income | 36,156 | 106,102 | 193,518 | (207,490 | ) | 128,286 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 92,046 | — | 92,046 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 84 | — | 84 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 92,130 | — | 92,130 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,156 | $ | 106,102 | $ | 101,388 | $ | (207,490 | ) | $ | 36,156 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 36,546 | $ | 106,102 | $ | 101,300 | $ | (207,490 | ) | $ | 36,458 | ||||||||||
Discontinued operations, net of income tax | (390 | ) | — | 88 | — | (302 | ) | ||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,156 | $ | 106,102 | $ | 101,388 | $ | (207,490 | ) | $ | 36,156 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 5,460 | $ | — | $ | 265,995 | $ | (4,353 | ) | $ | 267,102 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 14,431 | — | 66,771 | (117 | ) | 81,085 | |||||||||||||||
Supply cost | — | — | 38,989 | — | 38,989 | ||||||||||||||||
Other operating expenses | 5,171 | — | 52,990 | (4,236 | ) | 53,925 | |||||||||||||||
Depreciation and amortization | 760 | — | 7,365 | — | 8,125 | ||||||||||||||||
Total operating expenses | 20,362 | — | 166,115 | (4,353 | ) | 182,124 | |||||||||||||||
Gain on deconsolidation | — | — | — | — | — | ||||||||||||||||
Equity in earnings of unconsolidated affiliates | 52,926 | 52,926 | — | (105,156 | ) | 696 | |||||||||||||||
Operating income | 38,024 | 52,926 | 99,880 | (105,156 | ) | 85,674 | |||||||||||||||
Interest expense | 7,026 | — | 486 | — | 7,512 | ||||||||||||||||
Earnings from continuing operations before income taxes | 30,998 | 52,926 | 99,394 | (105,156 | ) | 78,162 | |||||||||||||||
Income tax expense | 12,332 | — | 378 | — | 12,710 | ||||||||||||||||
Net earnings from continuing operations | 18,666 | 52,926 | 99,016 | (105,156 | ) | 65,452 | |||||||||||||||
Net earnings (loss) from discontinued operations | (103 | ) | — | 487 | — | 384 | |||||||||||||||
Net earnings and comprehensive income | 18,563 | 52,926 | 99,503 | (105,156 | ) | 65,836 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 47,035 | — | 47,035 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 238 | — | 238 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 47,273 | — | 47,273 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,563 | $ | 52,926 | $ | 52,230 | $ | (105,156 | ) | $ | 18,563 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 18,666 | $ | 52,926 | $ | 51,981 | $ | (105,156 | ) | $ | 18,417 | ||||||||||
Discontinued operations, net of income tax | (103 | ) | — | 249 | — | 146 | |||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,563 | $ | 52,926 | $ | 52,230 | $ | (105,156 | ) | $ | 18,563 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 11,176 | $ | — | $ | 522,706 | $ | (8,591 | ) | $ | 525,291 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 29,852 | — | 132,421 | (230 | ) | 162,043 | |||||||||||||||
Supply cost | — | — | 76,202 | — | 76,202 | ||||||||||||||||
Other operating expenses | 10,231 | — | 104,782 | (8,361 | ) | 106,652 | |||||||||||||||
Depreciation and amortization | 1,532 | — | 14,601 | — | 16,133 | ||||||||||||||||
Total operating expenses | 41,615 | — | 328,006 | (8,591 | ) | 361,030 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 102,881 | 102,881 | — | (204,664 | ) | 1,098 | |||||||||||||||
Operating income | 74,679 | 105,118 | 194,700 | (206,901 | ) | 167,596 | |||||||||||||||
Interest expense | 13,949 | — | 1,105 | — | 15,054 | ||||||||||||||||
Earnings from continuing operations before income taxes | 60,730 | 105,118 | 193,595 | (206,901 | ) | 152,542 | |||||||||||||||
Income tax expense | 24,210 | — | 769 | — | 24,979 | ||||||||||||||||
Net earnings from continuing operations | 36,520 | 105,118 | 192,826 | (206,901 | ) | 127,563 | |||||||||||||||
Net earnings (loss) from discontinued operations | (146 | ) | — | 692 | — | 546 | |||||||||||||||
Net earnings and comprehensive income | 36,374 | 105,118 | 193,518 | (206,901 | ) | 128,109 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 91,396 | — | 91,396 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 339 | — | 339 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 91,735 | — | 91,735 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,374 | $ | 105,118 | $ | 101,783 | $ | (206,901 | ) | $ | 36,374 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 36,520 | $ | 105,118 | $ | 101,430 | $ | (206,901 | ) | $ | 36,167 | ||||||||||
Discontinued operations, net of income tax | (146 | ) | — | 353 | — | 207 | |||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,374 | $ | 105,118 | $ | 101,783 | $ | (206,901 | ) | $ | 36,374 | ||||||||||
Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows provided by operating activities | $ | 27,919 | $ | 102,284 | $ | 202,508 | $ | (179,130 | ) | $ | 153,581 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of interests in surgery centers and related transactions | — | (26,880 | ) | — | 2,443 | (24,437 | ) | ||||||||||||||
Acquisition of property and equipment | (1,949 | ) | — | (14,126 | ) | — | (16,075 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 2,092 | — | — | 2,092 | ||||||||||||||||
Other | (1,259 | ) | (122 | ) | — | — | (1,381 | ) | |||||||||||||
Net cash flows used in investing activities | (3,208 | ) | (24,910 | ) | (14,126 | ) | 2,443 | (39,801 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 70,000 | — | 4,246 | — | 74,246 | ||||||||||||||||
Repayment on long-term borrowings | (96,358 | ) | — | (5,968 | ) | — | (102,326 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (76,846 | ) | (194,294 | ) | 179,130 | (92,010 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | (1,020 | ) | — | 1,020 | — | — | |||||||||||||||
Other financing activities, net | (207 | ) | (528 | ) | 3,559 | (2,443 | ) | 381 | |||||||||||||
Net cash flows used in financing activities | (27,585 | ) | (77,374 | ) | (191,437 | ) | 176,687 | (119,709 | ) | ||||||||||||
Net decrease in cash and cash equivalents | (2,874 | ) | — | (3,055 | ) | — | (5,929 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,836 | $ | — | $ | 41,075 | $ | — | $ | 44,911 | |||||||||||
Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows provided by operating activities | $ | 32,189 | $ | 102,630 | $ | 205,224 | $ | (187,493 | ) | $ | 152,550 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of interests in surgery centers and related transactions | — | (18,424 | ) | — | 78 | (18,346 | ) | ||||||||||||||
Acquisition of property and equipment | (1,189 | ) | — | (11,283 | ) | — | (12,472 | ) | |||||||||||||
Other | — | 55 | — | — | 55 | ||||||||||||||||
Net cash flows used in investing activities | (1,189 | ) | (18,369 | ) | (11,283 | ) | 78 | (30,763 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 66,700 | — | 4,222 | — | 70,922 | ||||||||||||||||
Repayment on long-term borrowings | (89,224 | ) | — | (6,998 | ) | — | (96,222 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (84,863 | ) | (194,156 | ) | 187,493 | (91,526 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 1,431 | — | (1,431 | ) | — | — | |||||||||||||||
Other financing activities, net | (12,371 | ) | 602 | 411 | (78 | ) | (11,436 | ) | |||||||||||||
Net cash flows used in financing activities | (33,464 | ) | (84,261 | ) | (197,952 | ) | 187,415 | (128,262 | ) | ||||||||||||
Net decrease in cash and cash equivalents | (2,464 | ) | — | (4,011 | ) | — | (6,475 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 4,795 | $ | — | $ | 35,128 | $ | — | $ | 39,923 | |||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Subsequent Events [Abstract] | ' | |||
Subsequent Events | ' | |||
Subsequent Events | ||||
On July 16, 2014, the Company completed its previously announced acquisition of Sheridan Healthcare (or “Sheridan”), in a cash and stock transaction valued at approximately $2.35 billion. At closing, the Company paid approximately $2.1 billion in cash and issued approximately 5.7 million shares of its common stock to the former owners of Sheridan. The transaction was consummated in the form of a merger (the "Merger") between Arizona Merger Corporation and Arizona II Merger Corporation, Delaware corporations and direct wholly-owned subsidiaries of AmSurg, and Sunbeam GP Holdings, LLC, a Delaware limited liability company, Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership, Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), and Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Partnership. The operations of Sheridan Healthcare fully consolidates into Sunbeam Primary Holdings, Inc. | ||||
Sheridan, a leading national provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers and other healthcare facilities, is one of the largest and most experienced providers of outsourced anesthesia services and children’s services, with strong operations in radiology and emergency medicine services as well. Management believes the combined operations of AmSurg and Sheridan will be better positioned to capitalize on current and anticipated trends in healthcare in the United States and meet the needs of physicians, health systems, communities and payors. | ||||
In connection with the transaction, the Company entered into a registration rights agreement (the “Equity Registration Rights Agreement”) with the former owners of Sheridan, which provides certain demand and piggy-back registration rights with respect to the shares of Company common stock issued pursuant to the merger. Under the Equity Registration Rights Agreement, the Company may be required, at the demand of the former owners of Sheridan, to file a shelf registration statement to register the shares of common stock issued pursuant to the merger agreement. The Equity Registration Rights Agreement provides certain demand rights for registrations of marketed, underwritten offerings; provided, that such demands for marketed, underwritten offerings involve the lesser of (i) securities with a minimum anticipated offering price of at least $100,000,000 or (ii) all remaining registrable securities. The Equity Registration Rights Agreement also provides for unlimited demand rights for registrations of non-marketed, underwritten offerings; provided, that such demands involve the lesser of (i) securities with a minimum anticipated offering price of at least $50,000,000 or (ii) all remaining registrable securities then held by holders of registrable securities. The Company is not obligated to effect more than three demand registrations in a 360 days period (whether marketed or not) or more than one demand registration in any 90 days period (whether marketed or not). The Company may delay the filing or effectiveness of any registration statement for up to 60 days in the event that the Company’s board of directors determines a valid business purpose exists for such delay or suspension; provided, the Company cannot delay or suspend more than three times in any 12 month period and not more than 120 days in the aggregate in any 12 month period. | ||||
To fund the transaction, the Company completed its offerings of common stock and mandatory convertible preferred stock resulting in the issuance of 9,775,000 shares of common stock and 1,725,000 shares of mandatory convertible preferred stock. Proceeds from the common stock offering and mandatory preferred stock offering, net of estimated transaction fees, were approximately $421,580,000 and $167,025,000, respectively. In addition, on July 16, 2014, the Company entered into a new senior secured credit facility which includes an $870,000,000 term loan and a $300,000,000 revolving credit facility and completed a private offering of $1,100,000,000 aggregate principle amount of 5.625% senior unsecured notes due 2022 (the “2022 Senior Unsecured Notes”). | ||||
The mandatory convertible preferred stock pays dividends at an annual rate of 5.25% of the initial liquidation preference of $100 per share. Dividends accrue and cumulate from the date of issuance and, to the extent lawful and declared by the Company's board of directors, will be paid on each January 1, April 1, July 1 and October 1 in cash or, at the Company's election (subject to certain limitations), by delivery of any combination of cash and shares of common stock. The first dividend payment on the mandatory convertible preferred stock, if declared, will be made on October 1, 2014. Each share of the mandatory convertible preferred stock has a liquidation preference of $100, plus an amount equal to accrued and unpaid dividends. Each share of the mandatory convertible preferred stock will automatically convert on July 1, 2017 (subject to postponement in certain cases), into between 1.8141 and 2.2222 shares of common stock (the “minimum conversion rate” and “maximum conversion rate,” respectively), each subject to adjustment. The number of shares of common stock issuable on conversion will be determined based on the average volume weighted average price per share of our common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day prior to July 1, 2017. At any time prior to July 1, 2017, holders may elect to convert all or a portion of their shares of mandatory convertible preferred stock into shares of common stock at the minimum conversion rate. If any holder elects to convert shares of mandatory convertible preferred stock during a specified period beginning on the effective date of a fundamental change, as defined in the Description of the Mandatory Convertible Preferred Stock (the "Preferred Stock Agreement"), the conversion rate will be adjusted under certain circumstances and such holder will also be entitled to a fundamental change dividend make-whole amount (as defined in the Preferred Stock Agreement). | ||||
The term loan matures on July 16, 2021 and bears interest equal to, at the Company’s option, the alternative base rate as defined in the agreement, (“ABR”) plus 1.75% to 2.00% or LIBOR plus 2.75% to 3.00%, with a LIBOR floor of 0.75%, or a combination thereof (3.75% on July 16, 2014). The new revolving credit facility, matures on July 16, 2019, permits the Company to borrow up to $300,000,000, at an interest rate equal to, at the Company’s option, the ABR plus 1.75% to 2.00% or LIBOR plus 2.75% to 3.00%, or a combination thereof; and provides for a fee of 0.375% of unused commitments. In accordance with the terms of the senior secured credit facility, principle payments are required quarterly in installments of an amount equal to 0.25% of the aggregate initial principle amount of the term loan. The Company has the option to increase borrowings under the new senior secured credit facility by an aggregate amount not to exceed the greater of $300,000,000 and an unlimited amount as long as certain financial covenants are met and lender approval is obtained. The new senior credit facility contains certain covenants relating to the ratio of debt to operating performance measurements and interest coverage ratios and is secured by a pledge of the stock of the Company’s wholly-owned subsidiaries and the Company’s partnership and membership interests in the limited partnerships and limited liability companies. | ||||
The 2022 Senior Unsecured Notes are general unsecured obligations of the Company and are guaranteed by the Company and existing and subsequently acquired or organized wholly-owned domestic subsidiaries (the “Guarantors”). The 2022 Senior Unsecured Notes are pari passu in right of payment with all the existing and future senior debt of the Company and senior to all existing and future subordinated debt of the Company. Interest on the 2022 Senior Unsecured Notes accrues at the rate of 5.625% per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2015, and ending on the maturity date of July 15, 2022. | ||||
Prior to July 15, 2017, the Company may redeem up to 35% of the aggregate principal amount of the 2022 Senior Unsecured Notes at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings. On or after July 15, 2017, the Company may redeem the 2022 Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: | ||||
Period | Redemption Price | |||
2017 | 104.219 | % | ||
2018 | 102.813 | % | ||
2019 | 101.406 | % | ||
2020 and thereafter | 100 | % | ||
The 2022 Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock. Based on the terms of the 2022 Notes, the Company has adequate ability to meet its obligations to pay dividends as required under the terms of the mandatory preferred stock previously discussed. | ||||
In connection with the issuance of the 2022 Senior Unsecured Notes, the Company entered into a registration rights agreement, dated July 16, 2014 (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Company and the Guarantors will use their commercially reasonable efforts to file an exchange offer registration statement with respect to the 2022 Senior Unsecured Notes with the Securities and Exchange Commission within 270 days from the date of the agreement. If the registration does not become effective within the allotted period, the Company would be obligated to pay certain liquidated damages, not to exceed a maximum amount of 1.0% per annum. | ||||
The net proceeds from the senior credit facility, the 2022 Senior Unsecured Notes offering, common stock offering, 5.25% mandatory convertible preferred stock offering, and cash on hand, were used to finance the cash consideration paid to consummate the Sheridan transaction, as well as repay borrowings under the Company's and Sheridan’s existing credit and term loan facilities, repay the outstanding balance of the Company's senior secured notes due 2020 and pay fees and expenses related to the Sheridan transaction. Fees and expenses associated with the Sheridan transaction, which includes fees incurred related to the Company's equity issuances and debt financings, is expected to be approximately $130,000,000, of which, we expect approximately 60% will be capitalized. However, the Company is still evaluating these fees and expenses to determine a final allocation between that which will be capitalized and amortized over the life of the financings, charged against the proceeds of the equity offerings or expensed immediately as a cost of the transaction. | ||||
The initial accounting for the acquisition of Sheridan is currently incomplete. The Company is in the process of obtaining initial information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests in the transaction. The valuation of the acquired assets and assumed liabilities will include, but not be limited to, fixed assets, licenses, intangible assets and potential contingencies. The valuations will consist of physical inspections and appraisal reports, discounted cash flow analyses, or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
AmSurg Corp. (the “Company”), through its wholly-owned subsidiaries, owns interests, primarily 51%, in limited partnerships (“LPs”) and limited liability companies (“LLCs”) which own and operate ambulatory surgery centers (“centers”). The Company does not have an ownership interest in a LP or LLC greater than 51% which it does not consolidate. The Company has ownership interests of less than 51% in eight LPs and LLCs, one of which it consolidates as the Company has substantive participation rights and seven of which it does not consolidate as the Company’s rights are limited to protective rights only. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and the consolidated LPs and LLCs. Consolidation of such LPs and LLCs is necessary as the Company’s wholly-owned subsidiaries have primarily 51% or more of the financial interest of the LPs and LLCs, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the LPs and LLCs, and have control of the entities. The responsibilities of the Company’s noncontrolling partners (LPs and noncontrolling members) are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are generally required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All LPs and LLCs and noncontrolling partners are referred to herein as “partnerships” and “partners”, respectively. | |
Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company’s equity. However, for instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required. Consolidated net income attributable to the Company and to the noncontrolling interests are identified and presented on the face of the consolidated statements of earnings and comprehensive income; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. | |
As further described in note 11, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships. While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2014, the occurrence of such regulatory changes is outside the control of the Company. As a result, the noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets. | |
Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. | |
Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. These investments are included as investments in unconsolidated affiliates and other in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings and comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. | |
Each of the Company’s centers have similar economic characteristics and are aggregated into a single component. The Company operates this component as one reportable business segment, the ownership and operation of ambulatory surgery centers. | |
Reclassifications | ' |
Certain prior year amounts in the accompanying consolidated financial statements and these notes have been reclassified to reflect the impact of additional discontinued operations as further discussed in note 5. | |
Use of Estimates | ' |
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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | ' |
Center revenues consist of billing for the use of the centers’ facilities directly to the patient or third-party payor and, at certain of the Company’s centers (primarily centers that perform gastrointestinal endoscopy procedures), billing for anesthesia services provided by medical professionals employed or contracted by the Company’s centers. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor. | |
Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid. During each of the six months ended June 30, 2014 and 2013, the Company derived approximately 25% of its revenues from governmental healthcare programs, primarily Medicare and managed Medicare programs. Concentration of credit risk with respect to other payors is limited due to the large number of such payors. | |
Acquisition and Investments in Unconsolidated Affiliates | ' |
As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers. The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method. Equity method investments are initially recorded at cost, unless such investments are a result of the Company entering into a transaction whereby the Company loses control of a previously controlled entity but retains a noncontrolling interest. Such transactions, which result in the deconsolidation of a previously consolidated entity, are measured at fair value. | |
Income Taxes | ' |
The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its consolidated statement of earnings and comprehensive income. The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months. | |
The Company and its subsidiaries file U.S. federal and various state tax returns. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2010. |
Acquisitions_and_Investments_i1
Acquisitions and Investments in Unconsolidated Affiliates (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Fair Value Of Total Consideration Transferred And Major Class Of Consideration | ' | ||||||||
The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisition completed in the six months ended June 30, 2014 and 2013, including post acquisition date adjustments recorded to finalize purchase price allocations, are as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 1,023 | $ | 286 | |||||
Supplies, inventory, prepaid and other current assets | 953 | 143 | |||||||
Property and equipment | 2,481 | 1,504 | |||||||
Goodwill | 44,319 | 27,880 | |||||||
Accounts payable | (2,341 | ) | (110 | ) | |||||
Other accrued liabilities | (527 | ) | (68 | ) | |||||
Long-term debt | (214 | ) | (638 | ) | |||||
Total fair value | 45,694 | 28,997 | |||||||
Less: Fair value attributable to noncontrolling interests | 21,257 | 10,903 | |||||||
Acquisition date fair value of total consideration transferred | $ | 24,437 | $ | 18,094 | |||||
Revenues And Net Earnings Associated With Acquisitions | ' | ||||||||
Revenues and net earnings included in the six months ended June 30, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 2,643 | $ | 1,341 | |||||
Net earnings | 576 | 426 | |||||||
Less: Net earnings attributable to noncontrolling interests | 355 | 227 | |||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 221 | $ | 199 | |||||
Consolidated Pro Forma Results Of Acquisition | ' | ||||||||
The unaudited consolidated pro forma results for the six months ended June 30, 2014 and 2013, assuming all acquisitions completed prior to June 30, 2014 had been consummated on January 1, 2013 and all 2013 acquisitions had been consummated on January 1, 2012, are as follows (in thousands, except per share data): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 552,154 | $ | 558,165 | |||||
Net earnings | 129,720 | 136,524 | |||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||
Net earnings from continuing operations | 36,912 | 38,967 | |||||||
Net earnings | 36,610 | 39,174 | |||||||
Net earnings from continuing operations per common share: | |||||||||
Basic | $ | 1.16 | $ | 1.25 | |||||
Diluted | $ | 1.15 | $ | 1.22 | |||||
Net earnings: | |||||||||
Basic | $ | 1.15 | $ | 1.26 | |||||
Diluted | $ | 1.14 | $ | 1.23 | |||||
Weighted average number of shares and share equivalents: | |||||||||
Basic | 31,770 | 31,213 | |||||||
Diluted | 32,177 | 31,872 | |||||||
Dispositions_Tables
Dispositions (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Results Of Operations Of Centers Discontinued | ' | ||||||||||||||||
Results of operations (net of income tax) of the centers discontinued for the three and six months ended June 30, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Cash proceeds from disposal | $ | — | $ | — | $ | 1,147 | $ | — | |||||||||
Net earnings (loss) from discontinued operations | 7 | 384 | (218 | ) | 546 | ||||||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. | 7 | 146 | (302 | ) | 207 | ||||||||||||
Results Of Operations Of Combined Discontinued Surgery Centers | ' | ||||||||||||||||
Results of operations of the combined discontinued centers for the three and six months ended June 30, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | — | $ | 2,240 | $ | 1,048 | $ | 4,112 | |||||||||
Earnings before income taxes | — | 491 | 172 | 699 | |||||||||||||
Net earnings | — | 384 | 137 | 546 | |||||||||||||
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Changes In Carrying Amount Of Goodwill | ' | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2014 are as follows (in thousands): | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,758,970 | |||||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 44,320 | ||||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (8,797 | ) | |||||||||||||||||||||||
Balance at June 30, 2014 | $ | 1,794,493 | |||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | ' | ||||||||||||||||||||||||
Amortizable intangible assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||||||
Deferred financing cost | $ | 15,816 | $ | (5,949 | ) | $ | 9,867 | $ | 15,814 | $ | (4,953 | ) | $ | 10,861 | |||||||||||
Agreements, contracts and other intangible assets | 3,448 | (2,611 | ) | 837 | 3,448 | (2,472 | ) | 976 | |||||||||||||||||
Total amortizable intangible assets | $ | 19,264 | $ | (8,560 | ) | $ | 10,704 | $ | 19,262 | $ | (7,425 | ) | $ | 11,837 | |||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Components Of Long-Term Debt | ' | ||||||||
Long-term debt at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit agreement | $ | 231,500 | $ | 252,500 | |||||
Senior Unsecured Notes due 2020 (5.625%) | 250,000 | 250,000 | |||||||
Senior Secured Notes due 2020 (8.04%) | 64,286 | 69,643 | |||||||
Other debt due through 2025 | 20,056 | 21,149 | |||||||
Capitalized lease arrangements due through 2026 | 11,159 | 10,850 | |||||||
577,001 | 604,142 | ||||||||
Less current portion | 20,208 | 20,844 | |||||||
Long-term debt | $ | 556,793 | $ | 583,298 | |||||
Redemption Price Percentage | ' | ||||||||
The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on November 30 of the years indicated below: | |||||||||
Period | Redemption Price | ||||||||
2015 | 104.219 | % | |||||||
2016 | 102.813 | % | |||||||
2017 | 101.406 | % | |||||||
2018 and thereafter | 100 | % |
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Share-Based Activity | ' | ||||||||||||||||||||||
Other information pertaining to share-based activity during the three and six months ended June 30, 2014 and 2013 was as follows (in thousands): | |||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Share-based compensation expense | $ | 2,506 | $ | 1,916 | $ | 4,964 | $ | 3,966 | |||||||||||||||
Fair value of shares vested | 1,183 | 1,318 | 10,358 | 10,500 | |||||||||||||||||||
Cash received from option exercises | 1,158 | 8,037 | 1,646 | 13,728 | |||||||||||||||||||
Tax benefit from option exercises | 363 | 922 | 2,090 | 1,210 | |||||||||||||||||||
Schedule Of Changes In Non-Vested Restricted Shares | ' | ||||||||||||||||||||||
A summary of the status of non-vested restricted shares at June 30, 2014 and changes during the six months ended June 30, 2014 is as follows: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Number | Average | ||||||||||||||||||||||
of Shares | Grant Price | ||||||||||||||||||||||
Non-vested shares at December 31, 2013 | 743,869 | $ | 26.54 | ||||||||||||||||||||
Shares granted | 225,521 | 42.25 | |||||||||||||||||||||
Shares vested | (247,128 | ) | 23.3 | ||||||||||||||||||||
Shares forfeited | (7,129 | ) | 32.81 | ||||||||||||||||||||
Non-vested shares at June 30, 2014 | 715,133 | $ | 32.55 | ||||||||||||||||||||
Schedule Of Stock Option Activity | ' | ||||||||||||||||||||||
A summary of stock option activity for the six months ended June 30, 2014 is summarized as follows: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Weighted | Average | ||||||||||||||||||||||
Average | Remaining | ||||||||||||||||||||||
Number | Exercise | Contractual | |||||||||||||||||||||
of Shares | Price | Term (in years) | |||||||||||||||||||||
Outstanding at December 31, 2013 | 270,464 | $ | 23.16 | 2.5 | |||||||||||||||||||
Options exercised with total intrinsic value of $1,649,000 | (68,868 | ) | 23.9 | ||||||||||||||||||||
Outstanding at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
Vested at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
Exercisable at June 30, 2014 with an aggregate intrinsic value of $4,569,000 | 201,596 | $ | 22.9 | 2.2 | |||||||||||||||||||
Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share | ' | ||||||||||||||||||||||
The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts): | |||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
Earnings | Shares | Per Share | Earnings | Shares | Per Share | ||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||||||||
2014:00:00 | |||||||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic) | $ | 18,954 | 31,825 | $ | 0.6 | $ | 36,458 | 31,770 | $ | 1.15 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 408 | — | 407 | |||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted) | $ | 18,954 | 32,233 | $ | 0.59 | $ | 36,458 | 32,177 | $ | 1.13 | |||||||||||||
Net earnings attributable to AmSurg Corp. per common share (basic) | $ | 18,961 | 31,825 | $ | 0.6 | $ | 36,156 | 31,770 | $ | 1.14 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 408 | — | 407 | |||||||||||||||||||
Net earnings attributable to AmSurg Corp. per common share (diluted) | $ | 18,961 | 32,233 | $ | 0.59 | $ | 36,156 | 32,177 | $ | 1.12 | |||||||||||||
2013:00:00 | |||||||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic) | $ | 18,417 | 31,208 | $ | 0.59 | $ | 36,167 | 31,213 | $ | 1.16 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 654 | — | 659 | |||||||||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted) | $ | 18,417 | 31,862 | $ | 0.58 | $ | 36,167 | 31,872 | $ | 1.13 | |||||||||||||
Net earnings attributable to AmSurg Corp. per common share (basic) | $ | 18,563 | 31,208 | $ | 0.59 | $ | 36,374 | 31,213 | $ | 1.17 | |||||||||||||
Effect of dilutive securities options and non-vested shares | — | 654 | — | 659 | |||||||||||||||||||
Net earnings attributable to AmSurg Corp. per common share (diluted) | $ | 18,563 | 31,862 | $ | 0.58 | $ | 36,374 | 31,872 | $ | 1.14 | |||||||||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Summary Of Supplemental Cash Flow Information | ' | ||||||||
Supplemental cash flow information for the six months ended June 30, 2014 and 2013 is as follows (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 9,710 | $ | 14,739 | |||||
Income taxes, net of refunds | 4,703 | 6,681 | |||||||
Non-cash investing and financing activities: | |||||||||
Increase (decrease) in accounts payable associated with acquisition of property and equipment | (1,220 | ) | 389 | ||||||
Capital lease obligations | 948 | 32 | |||||||
Financial_Information_for_the_1
Financial Information for the Company and Its Subsidiaries (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Condensed Balance Sheet | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet - June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 3,836 | $ | — | $ | 41,075 | $ | — | $ | 44,911 | |||||||||||
Accounts receivable, net | — | — | 110,538 | — | 110,538 | ||||||||||||||||
Supplies inventory | — | — | 18,808 | — | 18,808 | ||||||||||||||||
Deferred income taxes | 3,386 | — | — | — | 3,386 | ||||||||||||||||
Prepaid and other current assets | 26,784 | — | 12,393 | (4,519 | ) | 34,658 | |||||||||||||||
Total current assets | 34,006 | — | 182,814 | (4,519 | ) | 212,301 | |||||||||||||||
Property and equipment, net | 9,837 | — | 159,002 | — | 168,839 | ||||||||||||||||
Investments in unconsolidated affiliates and other | 1,514,925 | 1,479,602 | 932 | (2,968,913 | ) | 26,546 | |||||||||||||||
Goodwill and intangible assets, net | 19,990 | — | 839 | 1,794,493 | 1,815,322 | ||||||||||||||||
Total assets | $ | 1,578,758 | $ | 1,479,602 | $ | 343,587 | $ | (1,178,939 | ) | $ | 2,223,008 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10,714 | $ | — | $ | 9,494 | $ | — | $ | 20,208 | |||||||||||
Accounts payable | 3,269 | — | 27,163 | (4,079 | ) | 26,353 | |||||||||||||||
Accrued liabilities | 23,849 | — | 16,211 | (440 | ) | 39,620 | |||||||||||||||
Total current liabilities | 37,832 | — | 52,868 | (4,519 | ) | 86,181 | |||||||||||||||
Long-term debt | 535,071 | — | 54,118 | (32,396 | ) | 556,793 | |||||||||||||||
Deferred income taxes | 194,181 | — | — | — | 194,181 | ||||||||||||||||
Other long-term liabilities | 7,372 | — | 18,323 | — | 25,695 | ||||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,070 | 113,993 | 177,063 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 804,302 | 1,479,602 | 114,690 | (1,594,292 | ) | 804,302 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 40,518 | 338,275 | 378,793 | ||||||||||||||||
Total equity | 804,302 | 1,479,602 | 155,208 | (1,256,017 | ) | 1,183,095 | |||||||||||||||
Total liabilities and equity | $ | 1,578,758 | $ | 1,479,602 | $ | 343,587 | $ | (1,178,939 | ) | $ | 2,223,008 | ||||||||||
Condensed Consolidating Balance Sheet - December 31, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 6,710 | $ | — | $ | 44,130 | $ | — | $ | 50,840 | |||||||||||
Accounts receivable, net | — | — | 105,072 | — | 105,072 | ||||||||||||||||
Supplies inventory | 33 | — | 18,381 | — | 18,414 | ||||||||||||||||
Deferred income taxes | 3,097 | — | — | — | 3,097 | ||||||||||||||||
Prepaid and other current assets | 23,993 | — | 13,971 | (4,362 | ) | 33,602 | |||||||||||||||
Total current assets | 33,833 | — | 181,554 | (4,362 | ) | 211,025 | |||||||||||||||
Property and equipment, net | 9,829 | — | 160,066 | — | 169,895 | ||||||||||||||||
Investments in unconsolidated affiliates and other | 1,484,974 | 1,453,596 | — | (2,922,178 | ) | 16,392 | |||||||||||||||
Goodwill and intangible assets, net | 20,684 | — | 978 | 1,758,970 | 1,780,632 | ||||||||||||||||
Total assets | $ | 1,549,320 | $ | 1,453,596 | $ | 342,598 | $ | (1,167,570 | ) | $ | 2,177,944 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10,714 | $ | — | $ | 10,130 | $ | — | $ | 20,844 | |||||||||||
Accounts payable | 1,972 | — | 29,487 | (3,958 | ) | 27,501 | |||||||||||||||
Accrued liabilities | 27,419 | — | 14,510 | (404 | ) | 41,525 | |||||||||||||||
Total current liabilities | 40,105 | — | 54,127 | (4,362 | ) | 89,870 | |||||||||||||||
Long-term debt | 561,429 | — | 53,246 | (31,377 | ) | 583,298 | |||||||||||||||
Deferred income taxes | 176,020 | — | — | — | 176,020 | ||||||||||||||||
Other long-term liabilities | 7,569 | — | 17,934 | — | 25,503 | ||||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,704 | 113,993 | 177,697 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 764,197 | 1,453,596 | 114,671 | (1,568,267 | ) | 764,197 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 38,916 | 322,443 | 361,359 | ||||||||||||||||
Total equity | 764,197 | 1,453,596 | 153,587 | (1,245,824 | ) | 1,125,556 | |||||||||||||||
Total liabilities and equity | $ | 1,549,320 | $ | 1,453,596 | $ | 342,598 | $ | (1,167,570 | ) | $ | 2,177,944 | ||||||||||
Condensed Income Statement | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 6,364 | $ | — | $ | 279,518 | $ | (4,777 | ) | $ | 281,105 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 15,282 | — | 69,708 | (124 | ) | 84,866 | |||||||||||||||
Supply cost | — | — | 41,283 | — | 41,283 | ||||||||||||||||
Other operating expenses | 8,427 | — | 56,557 | (4,653 | ) | 60,331 | |||||||||||||||
Depreciation and amortization | 815 | — | 7,735 | — | 8,550 | ||||||||||||||||
Total operating expenses | 24,524 | — | 175,283 | (4,777 | ) | 195,030 | |||||||||||||||
Gain on deconsolidation | 1,366 | 1,366 | — | (1,366 | ) | 1,366 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 54,639 | 54,639 | — | (108,739 | ) | 539 | |||||||||||||||
Operating income | 37,845 | 56,005 | 104,235 | (110,105 | ) | 87,980 | |||||||||||||||
Interest expense | 6,342 | — | 552 | — | 6,894 | ||||||||||||||||
Earnings from continuing operations before income taxes | 31,503 | 56,005 | 103,683 | (110,105 | ) | 81,086 | |||||||||||||||
Income tax expense | 12,549 | — | 372 | — | 12,921 | ||||||||||||||||
Net earnings from continuing operations | 18,954 | 56,005 | 103,311 | (110,105 | ) | 68,165 | |||||||||||||||
Net earnings from discontinued operations | 7 | — | — | — | 7 | ||||||||||||||||
Net earnings and comprehensive income | 18,961 | 56,005 | 103,311 | (110,105 | ) | 68,172 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 49,211 | — | 49,211 | ||||||||||||||||
Net earnings from discontinued operations | — | — | — | — | — | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 49,211 | — | 49,211 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,961 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,961 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 18,954 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,954 | ||||||||||
Discontinued operations, net of income tax | 7 | — | — | — | 7 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,961 | $ | 56,005 | $ | 54,100 | $ | (110,105 | ) | $ | 18,961 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 12,491 | $ | — | $ | 541,107 | $ | (9,386 | ) | $ | 544,212 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 29,767 | — | 138,539 | (246 | ) | 168,060 | |||||||||||||||
Supply cost | — | — | 80,003 | — | 80,003 | ||||||||||||||||
Other operating expenses | 12,594 | — | 112,146 | (9,140 | ) | 115,600 | |||||||||||||||
Depreciation and amortization | 1,640 | — | 15,284 | — | 16,924 | ||||||||||||||||
Total operating expenses | 44,001 | — | 345,972 | (9,386 | ) | 380,587 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 102,691 | 102,691 | — | (204,079 | ) | 1,303 | |||||||||||||||
Operating income | 74,592 | 106,102 | 195,135 | (207,490 | ) | 168,339 | |||||||||||||||
Interest expense | 12,793 | — | 1,064 | — | 13,857 | ||||||||||||||||
Earnings from continuing operations before income taxes | 61,799 | 106,102 | 194,071 | (207,490 | ) | 154,482 | |||||||||||||||
Income tax expense | 25,253 | — | 725 | — | 25,978 | ||||||||||||||||
Net earnings from continuing operations | 36,546 | 106,102 | 193,346 | (207,490 | ) | 128,504 | |||||||||||||||
Net earnings (loss) from discontinued operations | (390 | ) | — | 172 | — | (218 | ) | ||||||||||||||
Net earnings and comprehensive income | 36,156 | 106,102 | 193,518 | (207,490 | ) | 128,286 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 92,046 | — | 92,046 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 84 | — | 84 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 92,130 | — | 92,130 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,156 | $ | 106,102 | $ | 101,388 | $ | (207,490 | ) | $ | 36,156 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 36,546 | $ | 106,102 | $ | 101,300 | $ | (207,490 | ) | $ | 36,458 | ||||||||||
Discontinued operations, net of income tax | (390 | ) | — | 88 | — | (302 | ) | ||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,156 | $ | 106,102 | $ | 101,388 | $ | (207,490 | ) | $ | 36,156 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 5,460 | $ | — | $ | 265,995 | $ | (4,353 | ) | $ | 267,102 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 14,431 | — | 66,771 | (117 | ) | 81,085 | |||||||||||||||
Supply cost | — | — | 38,989 | — | 38,989 | ||||||||||||||||
Other operating expenses | 5,171 | — | 52,990 | (4,236 | ) | 53,925 | |||||||||||||||
Depreciation and amortization | 760 | — | 7,365 | — | 8,125 | ||||||||||||||||
Total operating expenses | 20,362 | — | 166,115 | (4,353 | ) | 182,124 | |||||||||||||||
Gain on deconsolidation | — | — | — | — | — | ||||||||||||||||
Equity in earnings of unconsolidated affiliates | 52,926 | 52,926 | — | (105,156 | ) | 696 | |||||||||||||||
Operating income | 38,024 | 52,926 | 99,880 | (105,156 | ) | 85,674 | |||||||||||||||
Interest expense | 7,026 | — | 486 | — | 7,512 | ||||||||||||||||
Earnings from continuing operations before income taxes | 30,998 | 52,926 | 99,394 | (105,156 | ) | 78,162 | |||||||||||||||
Income tax expense | 12,332 | — | 378 | — | 12,710 | ||||||||||||||||
Net earnings from continuing operations | 18,666 | 52,926 | 99,016 | (105,156 | ) | 65,452 | |||||||||||||||
Net earnings (loss) from discontinued operations | (103 | ) | — | 487 | — | 384 | |||||||||||||||
Net earnings and comprehensive income | 18,563 | 52,926 | 99,503 | (105,156 | ) | 65,836 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 47,035 | — | 47,035 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 238 | — | 238 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 47,273 | — | 47,273 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,563 | $ | 52,926 | $ | 52,230 | $ | (105,156 | ) | $ | 18,563 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 18,666 | $ | 52,926 | $ | 51,981 | $ | (105,156 | ) | $ | 18,417 | ||||||||||
Discontinued operations, net of income tax | (103 | ) | — | 249 | — | 146 | |||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 18,563 | $ | 52,926 | $ | 52,230 | $ | (105,156 | ) | $ | 18,563 | ||||||||||
Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 11,176 | $ | — | $ | 522,706 | $ | (8,591 | ) | $ | 525,291 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 29,852 | — | 132,421 | (230 | ) | 162,043 | |||||||||||||||
Supply cost | — | — | 76,202 | — | 76,202 | ||||||||||||||||
Other operating expenses | 10,231 | — | 104,782 | (8,361 | ) | 106,652 | |||||||||||||||
Depreciation and amortization | 1,532 | — | 14,601 | — | 16,133 | ||||||||||||||||
Total operating expenses | 41,615 | — | 328,006 | (8,591 | ) | 361,030 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 102,881 | 102,881 | — | (204,664 | ) | 1,098 | |||||||||||||||
Operating income | 74,679 | 105,118 | 194,700 | (206,901 | ) | 167,596 | |||||||||||||||
Interest expense | 13,949 | — | 1,105 | — | 15,054 | ||||||||||||||||
Earnings from continuing operations before income taxes | 60,730 | 105,118 | 193,595 | (206,901 | ) | 152,542 | |||||||||||||||
Income tax expense | 24,210 | — | 769 | — | 24,979 | ||||||||||||||||
Net earnings from continuing operations | 36,520 | 105,118 | 192,826 | (206,901 | ) | 127,563 | |||||||||||||||
Net earnings (loss) from discontinued operations | (146 | ) | — | 692 | — | 546 | |||||||||||||||
Net earnings and comprehensive income | 36,374 | 105,118 | 193,518 | (206,901 | ) | 128,109 | |||||||||||||||
Less net earnings and comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||
Net earnings from continuing operations | — | — | 91,396 | — | 91,396 | ||||||||||||||||
Net earnings from discontinued operations | — | — | 339 | — | 339 | ||||||||||||||||
Total net earnings and comprehensive income attributable to noncontrolling interests | — | — | 91,735 | — | 91,735 | ||||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,374 | $ | 105,118 | $ | 101,783 | $ | (206,901 | ) | $ | 36,374 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 36,520 | $ | 105,118 | $ | 101,430 | $ | (206,901 | ) | $ | 36,167 | ||||||||||
Discontinued operations, net of income tax | (146 | ) | — | 353 | — | 207 | |||||||||||||||
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $ | 36,374 | $ | 105,118 | $ | 101,783 | $ | (206,901 | ) | $ | 36,374 | ||||||||||
Condensed Cash Flow Statement | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows provided by operating activities | $ | 27,919 | $ | 102,284 | $ | 202,508 | $ | (179,130 | ) | $ | 153,581 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of interests in surgery centers and related transactions | — | (26,880 | ) | — | 2,443 | (24,437 | ) | ||||||||||||||
Acquisition of property and equipment | (1,949 | ) | — | (14,126 | ) | — | (16,075 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 2,092 | — | — | 2,092 | ||||||||||||||||
Other | (1,259 | ) | (122 | ) | — | — | (1,381 | ) | |||||||||||||
Net cash flows used in investing activities | (3,208 | ) | (24,910 | ) | (14,126 | ) | 2,443 | (39,801 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 70,000 | — | 4,246 | — | 74,246 | ||||||||||||||||
Repayment on long-term borrowings | (96,358 | ) | — | (5,968 | ) | — | (102,326 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (76,846 | ) | (194,294 | ) | 179,130 | (92,010 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | (1,020 | ) | — | 1,020 | — | — | |||||||||||||||
Other financing activities, net | (207 | ) | (528 | ) | 3,559 | (2,443 | ) | 381 | |||||||||||||
Net cash flows used in financing activities | (27,585 | ) | (77,374 | ) | (191,437 | ) | 176,687 | (119,709 | ) | ||||||||||||
Net decrease in cash and cash equivalents | (2,874 | ) | — | (3,055 | ) | — | (5,929 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,836 | $ | — | $ | 41,075 | $ | — | $ | 44,911 | |||||||||||
Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows provided by operating activities | $ | 32,189 | $ | 102,630 | $ | 205,224 | $ | (187,493 | ) | $ | 152,550 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of interests in surgery centers and related transactions | — | (18,424 | ) | — | 78 | (18,346 | ) | ||||||||||||||
Acquisition of property and equipment | (1,189 | ) | — | (11,283 | ) | — | (12,472 | ) | |||||||||||||
Other | — | 55 | — | — | 55 | ||||||||||||||||
Net cash flows used in investing activities | (1,189 | ) | (18,369 | ) | (11,283 | ) | 78 | (30,763 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 66,700 | — | 4,222 | — | 70,922 | ||||||||||||||||
Repayment on long-term borrowings | (89,224 | ) | — | (6,998 | ) | — | (96,222 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (84,863 | ) | (194,156 | ) | 187,493 | (91,526 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 1,431 | — | (1,431 | ) | — | — | |||||||||||||||
Other financing activities, net | (12,371 | ) | 602 | 411 | (78 | ) | (11,436 | ) | |||||||||||||
Net cash flows used in financing activities | (33,464 | ) | (84,261 | ) | (197,952 | ) | 187,415 | (128,262 | ) | ||||||||||||
Net decrease in cash and cash equivalents | (2,464 | ) | — | (4,011 | ) | — | (6,475 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 4,795 | $ | — | $ | 35,128 | $ | — | $ | 39,923 | |||||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Subsequent Events [Abstract] | ' | |||
Schedule of Subsequent Events | ' | |||
The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: | ||||
Period | Redemption Price | |||
2017 | 104.219 | % | ||
2018 | 102.813 | % | ||
2019 | 101.406 | % | ||
2020 and thereafter | 100 | % |
Basis_of_Presentation_Details
Basis of Presentation (Details) | Jun. 30, 2014 |
center | |
Ownership Interests [Line Items] | ' |
Number Of Centers Owned Less Than 51 Percent | 8 |
Consolidated [Member] | ' |
Ownership Interests [Line Items] | ' |
Number Of Centers Owned Less Than 51 Percent | 1 |
Nonconsolidated [Member] | ' |
Ownership Interests [Line Items] | ' |
Number Of Centers Owned Less Than 51 Percent | 7 |
Use_of_Estimates_Details
Use of Estimates (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Allowances for contractual adjustments | $291,434 | ' | $291,434 | ' | $289,937 |
Allowances for accounts receivable | 30,414 | ' | 30,414 | ' | 27,862 |
Bad debt expense included in other operating expenses | $5,554 | $4,844 | $10,762 | $10,744 | ' |
Revenue_Recognition_Details
Revenue Recognition (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue Recognition [Abstract] | ' | ' |
Percentage of revenues from governmental healthcare programs | 25.00% | 25.00% |
Acquisitions_and_Investments_i2
Acquisitions and Investments in Unconsolidated Affiliates (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 01, 2011 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Minimum [Member] | Maximum [Member] | Controlling Interest [Member] | Controlling Interest [Member] | National Surgical Care, Inc. [Member] | National Surgical Care, Inc. [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | ||||||
center | center | center | Noncontrolling Interest [Member] | Controlling Interest [Member] | Controlling Interest [Member] | ||||||||||||||
entity | center | center | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business acquisitions | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | 17 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | $24,437,000 | $18,346,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $252,000 | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Purchase Price Obligation, Settlement Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,744,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill deductible for tax purposes | 25,059,000 | 17,469,000 | 25,059,000 | 17,469,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other operating expenses in acquisition related costs, primarily attorney fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | 3,600,000 | ' | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' |
Number Of Joint Venture Entities Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Number Of Consolidated Centers Contributed To Joint Venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 1 |
Equity Method Investments | 26,546,000 | ' | 26,546,000 | ' | 16,392,000 | ' | ' | ' | ' | ' | ' | ' | ' | 6,534,000 | 6,534,000 | 5,200,000 | ' | ' | ' |
Gain (loss) on deconsolidation | $1,366,000 | $0 | $3,411,000 | $2,237,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,366,000 | $3,411,000 | $2,237,000 | ' | ' | ' |
Estimated Probability Of Fair Value Variables Range | ' | ' | ' | ' | ' | 5.00% | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Fair_Value_Of_Tot
Acquisitions (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Series of Individually Immaterial Business Acquisitions [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Accounts receivable | ' | ' | $1,023 | $286 |
Supplies, inventory, prepaid and other current assets | ' | ' | 953 | 143 |
Property and equipment | ' | ' | 2,481 | 1,504 |
Goodwill | 1,794,493 | 1,758,970 | 44,319 | 27,880 |
Accounts payable | ' | ' | -2,341 | -110 |
Other accrued liabilities | ' | ' | -527 | -68 |
Long-term debt | ' | ' | -214 | -638 |
Total fair value | ' | ' | 45,694 | 28,997 |
Less: Fair value attributable to noncontrolling interests | ' | ' | 21,257 | 10,903 |
Acquisition date fair value of total consideration transferred | ' | ' | $24,437 | $18,094 |
Acquisitions_Revs_and_Earnings
Acquisitions (Revs and Earnings) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Net earnings | $68,172 | $65,836 | $128,286 | $128,109 |
Less: Net earnings attributable to noncontrolling interests | 49,211 | 47,273 | 92,130 | 91,735 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Series of Individually Immaterial Business Acquisitions [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenues | ' | ' | 2,643 | 1,341 |
Net earnings | ' | ' | 576 | 426 |
Less: Net earnings attributable to noncontrolling interests | ' | ' | 355 | 227 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | ' | ' | $221 | $199 |
Acquisitions_Consolidated_Pro_
Acquisitions (Consolidated Pro Forma Results Of Acquisition) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenues | ' | ' | $552,154 | $558,165 |
Net earnings | ' | ' | 129,720 | 136,524 |
Amounts Attributable To Common Shareholders | ' | ' | ' | ' |
Net earnings from continuing operations | ' | ' | 36,912 | 38,967 |
Net earnings | ' | ' | $36,610 | $39,174 |
Net earnings from continuing operations per common share: Basic (usd per share) | ' | ' | $1.16 | $1.25 |
Net earnings from continuing operations per common share: Diluted (usd per share) | ' | ' | $1.15 | $1.22 |
Net earnings: Basic (usd per share) | ' | ' | $1.15 | $1.26 |
Net earnings: Diluted (usd per share) | ' | ' | $1.14 | $1.23 |
Weighted average number of shares and share equivalents: Basic (shares) | 31,825 | 31,208 | 31,770 | 31,213 |
Weighted average number of shares and share equivalents: Diluted (shares) | 32,233 | 31,862 | 32,177 | 31,872 |
Dispositions_Results_Of_Operat
Dispositions (Results Of Operations Of Centers Discontinued) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Cash proceeds from disposal | $0 | $0 | $1,147 | $0 |
Net earnings (loss) from discontinued operations | 7 | 384 | -218 | 546 |
Net gain (loss) from discontinued operations attributable to AmSurg Corp. | $7 | $146 | ($302) | $207 |
Dispositions_Results_Of_Operat1
Dispositions (Results Of Operations Of Combined Discontinued Surgery Centers) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Revenues | $0 | $2,240 | $1,048 | $4,112 |
Earnings before income taxes | 0 | 491 | 172 | 699 |
Net earnings | $0 | $384 | $137 | $546 |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | $566 | $531 | $1,135 | $1,076 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 1,121 | ' | 1,121 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 2,240 | ' | 2,240 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,239 | ' | 2,239 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,985 | ' | 1,985 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,422 | ' | 1,422 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 860 | ' | 860 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 837 | ' | 837 | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years 0 months 73 days | ' | ' | ' | ' |
Restrictive Covenant Agreements | $10,125 | ' | $10,125 | ' | $9,825 |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Roll Forward] | ' |
Balance, beginning of period | $1,758,970 |
Goodwill acquired, including post acquisition adjustments | 44,320 |
Goodwill disposed, including impact of deconsolidation transactions | -8,797 |
Balance, end of period | $1,794,493 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Summary Of Amortizable Intangible Assets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $19,264 | $19,262 |
Accumulated Amortization | -8,560 | -7,425 |
Net | 10,704 | 11,837 |
Deferred Financing Cost [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 15,816 | 15,814 |
Accumulated Amortization | -5,949 | -4,953 |
Net | 9,867 | 10,861 |
Agreements, contracts, and other intangible assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 3,448 | 3,448 |
Accumulated Amortization | -2,611 | -2,472 |
Net | $837 | $976 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 28-May-10 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Line of Credit [Member] | Unsecured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Maximum [Member] | Minimum [Member] | Redemption Period [Member] | Period from January 1, 2012 through November 7, 2012 | |||
Line of Credit [Member] | Line of Credit [Member] | Unsecured Debt [Member] | Secured Debt [Member] | |||||||
Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity of new revolving credit agreement | ' | ' | $475,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instruments interest rate base rate plus | ' | ' | ' | ' | ' | ' | 1.00% | 0.25% | ' | ' |
Debt instruments interest rate Libor plus | ' | ' | ' | ' | ' | ' | 2.00% | 1.25% | ' | ' |
Unused capacity commitment fee, percentage | ' | ' | ' | ' | ' | ' | 0.40% | 0.25% | ' | ' |
Line of Credit Facility, Expiration Date | ' | ' | 1-Jun-18 | ' | ' | ' | ' | ' | ' | ' |
Senior Unsecured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured Debt | 250,000,000 | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | 5.63% | 8.04% | ' | ' | ' | ' | 6.04% |
Debt Instrument, Maturity Date | ' | ' | ' | 30-Nov-20 | 28-May-20 | ' | ' | ' | ' | ' |
Redeemable Principal Percentage | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' |
Future Redemption Price of Debt During Eligibility Period, as a Percentage of Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | 105.63% | ' |
Senior Secured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes | $64,286,000 | $69,643,000 | ' | ' | ' | $75,000,000 | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | 30-Nov-20 | 28-May-20 | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | 5.63% | 8.04% | ' | ' | ' | ' | 6.04% |
LongTerm_Debt_Components_Of_Lo
Long-Term Debt (Components Of Long-Term Debt) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Revolving credit agreement | $231,500 | $252,500 |
Senior Unsecured Notes | 250,000 | 250,000 |
Senior Secured Notes | 64,286 | 69,643 |
Other debt | 20,056 | 21,149 |
Capitalized lease arrangements | 11,159 | 10,850 |
Total | 577,001 | 604,142 |
Less current portion | 20,208 | 20,844 |
Long-term Debt | $556,793 | $583,298 |
LongTerm_Debt_Redemption_Price
Long-Term Debt (Redemption Price) (Details) (Unsecured Debt [Member]) | Jun. 30, 2014 |
2015 [Member] | ' |
Future Redemption Price of Debt During Eligibility Period, as a Percentage of Principal Amount | 104.22% |
2016 [Member] | ' |
Future Redemption Price of Debt During Eligibility Period, as a Percentage of Principal Amount | 102.81% |
2017 [Member] | ' |
Future Redemption Price of Debt During Eligibility Period, as a Percentage of Principal Amount | 101.41% |
2018 and thereafter [Member] | ' |
Future Redemption Price of Debt During Eligibility Period, as a Percentage of Principal Amount | 100.00% |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Long-term Debt gross | $577,001,000 | $604,142,000 |
Fixed Interest Rate [Member] | ' | ' |
Long-term Debt gross | 343,195,000 | ' |
Long-term Debt, Fair Value | 348,974,000 | ' |
Variable Interest Rate [Member] | ' | ' |
Long-term Debt gross | 233,806,000 | ' |
Long-term Debt, Fair Value | 233,806,000 | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Supplemental executive retirement savings plan investments - Level 2 | $16,880,000 | $13,313,000 |
Shareholders_Equity_Narrative_
Shareholder's Equity (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 09, 2013 | Apr. 24, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Common Stock: | ' | ' | ' | ' | ' | ' |
Stock repurchased program authorized by the board of directors | $40,000,000 | $40,000,000 | ' | ' | ' | ' |
Amount remaining under stock repurchase plan | ' | ' | ' | ' | 27,100,000 | ' |
Stock Repurchase Program, Period in Force | '1 year 6 months | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Number of shares authorized for grant under share incentive plan | ' | ' | 1,200,000 | ' | 1,200,000 | ' |
Shares available for future grants/issuance under stock incentive plan | ' | ' | 1,174,870 | ' | 1,174,870 | ' |
Unrecognized compensation cost on non vested awards | ' | ' | 10,980,000 | ' | 10,980,000 | ' |
Weighted average period | ' | ' | ' | ' | '1 year 2 months 12 days | ' |
Number of anti-dilutive options | ' | ' | 0 | 0 | 0 | 0 |
Stock Repurchased Under Repurchase Program [Member] | ' | ' | ' | ' | ' | ' |
Common Stock: | ' | ' | ' | ' | ' | ' |
Repurchase of common stock, shares | ' | ' | ' | ' | ' | 699,659 |
Repurchase of common stock | ' | ' | ' | ' | ' | 23,349,000 |
Average price per share | ' | ' | ' | ' | ' | 33.35 |
Stock Repurchased To Cover Employee Tax Withholdings [Member] | ' | ' | ' | ' | ' | ' |
Common Stock: | ' | ' | ' | ' | ' | ' |
Repurchase of common stock, shares | ' | ' | ' | ' | 68,014 | 89,788 |
Repurchase of common stock | ' | ' | ' | ' | $2,857,000 | 2,815,000 |
Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '4 years | ' |
Options term | ' | ' | ' | ' | 10 | ' |
Outside Directors [Member] | Restricted Stock [Member] | Period from January 1, 2012 thru current period | ' | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '1 year | ' |
Outside Directors [Member] | Restricted Stock [Member] | Period prior to January 1, 2012 | ' | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '2 years | ' |
Employees [Member] | Restricted Stock [Member] | Period from January 1, 2010 thru current period | ' | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '4 years | ' |
Number of installments in restricted stock granted. | ' | ' | 3 | ' | 3 | ' |
Employees [Member] | Restricted Stock [Member] | Period prior to January 1, 2010 | ' | ' | ' | ' | ' | ' |
Stock Incentive Plans: | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '4 years | ' |
Shareholders_Equity_ShareBased
Shareholders' Equity (Share-Based Activity) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Equity [Abstract] | ' | ' | ' | ' |
Share-based compensation expense | $2,506 | $1,916 | $4,964 | $3,966 |
Fair value of shares vested | 1,183 | 1,318 | 10,358 | 10,500 |
Cash received from option exercises | 1,158 | 8,037 | 1,646 | 13,728 |
Tax benefit from option exercises | $363 | $922 | $2,090 | $1,210 |
Shareholders_Equity_Schedule_O
Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Non-vested shares at beginning of period, Number of Shares | 743,869 |
Non-vested shares at beginning of period, Weighted Average Grant Price | $26.54 |
Shares granted, Number of Shares | 225,521 |
Shares granted, Weighted Average Grant Price | $42.25 |
Shares vested, net of shares repurchased to cover tax withholding requirements,, Number of Shares | -247,128 |
Shares vested, net of shares repurchased to cover tax withholding requirements, , Weighted Average Grant Price | $23.30 |
Shares forfeited, Number of Shares | -7,129 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $32.81 |
Non-vested shares at end of period, Number of Shares | 715,133 |
Non-vested shares at end of period, Weighted Average Grant Price | $32.55 |
Recovered_Sheet1
Shareholder's Equity (Schedule of Stock Option Activity (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | ' | ' |
Outstanding at beginning of period, Number of Shares | 270,464 | ' |
Options exercised, Number of Shares | -68,868 | ' |
Outstanding at end of period, Number of Shares | 201,596 | 270,464 |
Vested or expected to vest at end of period, Number of Shares | 201,596 | ' |
Exercisable at end of period, Number of Shares | 201,596 | ' |
Outstanding at beginning of period, Weighted Average Exercise Price | $23.16 | ' |
Options exercised, Weighted Average Exercise Price | $23.90 | ' |
Outstanding at end of period, Weighted Average Exercise Price | $22.90 | $23.16 |
Vested or expected to vest at end of period, weighted average exercise price | $22.90 | ' |
Exercisable at end of period, Weighted Average Exercise Price | $22.90 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term, Period Start | '2 years 0 months 73 days | '2 years 6 months 0 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term, Period End | '2 years 0 months 73 days | '2 years 6 months 0 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | '2 years 0 months 73 days | ' |
Shareholders_Equity_Schedule_o1
Shareholder's Equity (Schedule of Stock Option Activity (Parenthetical) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Equity [Abstract] | ' |
Total intrinsic value with options exercised | $1,649 |
Aggregate intrinsic value of options outstanding | 4,569 |
Total intrinsic value of options vested or expected to vest | 4,569 |
Total Intrinsic value of options exercisable | $4,569 |
Recovered_Sheet2
Shareholder's Equity (Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Equity [Abstract] | ' | ' | ' | ' |
Net earnings from continuing operations attributable to AmSurg Corp., Earnings (Numerator) | $18,954 | $18,417 | $36,458 | $36,167 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | $18,961 | $18,563 | $36,156 | $36,374 |
Net earnings from continuing operations attributable to AmSurg Corp. (Basic), Shares (Denominator) | 31,825 | 31,208 | 31,770 | 31,213 |
Dilutive Securities, Effect on Basic Earnings Per Share | 408 | 654 | 407 | 659 |
Net earnings from continuing operations attributable to AmSurg Corp. (Diluted), Shares (Denominator) | 32,233 | 31,862 | 32,177 | 31,872 |
Net earnings from continuing operations attributable to AmSurg Corp. per common share (Basic), Per Share Amount | $0.60 | $0.59 | $1.15 | $1.16 |
Net earnings from continuing operations attributable to AmSurg Corp. per common share (Diluted), Per Share Amount | $0.59 | $0.58 | $1.13 | $1.13 |
Net earnings attributable to AmSurg Corp. per common share (Basic), Per Share Amount | $0.60 | $0.59 | $1.14 | $1.17 |
Net earnings attributable to AmSurg Corp. per common share (Diluted), Per Share Amount | $0.59 | $0.58 | $1.12 | $1.14 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended |
Dec. 27, 2012 | Jun. 30, 2014 | 29-May-14 | |
sqft | Sheridan Healthcare [Member] | ||
Y | |||
Business Acquisition [Line Items] | ' | ' | ' |
Contractual Obligation Term | 15 | ' | ' |
Contractual Obligation Lease Square Footage | 110,000 | ' | ' |
Contractual Obligation Annual Rental Payment | ' | $2,300,000 | ' |
Contractual Obligation Annual Rental Payment Increase | ' | 1.90% | ' |
Contractual Obligation Maximum Tenant Allowance | ' | 4,400,000 | ' |
Minimum cash commitment to acquire business | ' | ' | 1,700,000,000 |
Total consideration | ' | ' | $2,350,000,000 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Summary Of Supplemental Cash Flow Information) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Paid During The Period For | ' | ' |
Interest | $9,710 | $14,739 |
Income taxes, net of refunds | 4,703 | 6,681 |
Noncash Investing and Financing Activities | ' | ' |
Increase (decrease) in accounts payable associated with acquisition of property and equipment | -1,220 | 389 |
Capital lease obligations | $948 | $32 |
Financial_Information_for_the_2
Financial Information for the Company and Its Subsidiaries (Balance Sheets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ' | ' |
Cash and cash equivalents | $44,911 | $50,840 | $39,923 | $46,398 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 110,538 | 105,072 | ' | ' |
Supplies inventory | 18,808 | 18,414 | ' | ' |
Deferred income taxes | 3,386 | 3,097 | ' | ' |
Prepaid and other current assets | 34,658 | 33,602 | ' | ' |
Total current assets | 212,301 | 211,025 | ' | ' |
Property and equipment, net | 168,839 | 169,895 | ' | ' |
Investments in unconsolidated affiliates and other | 26,546 | 16,392 | ' | ' |
Goodwill and other intangible assets, net | 1,815,322 | 1,780,632 | ' | ' |
Total assets | 2,223,008 | 2,177,944 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 20,208 | 20,844 | ' | ' |
Accounts payable | 26,353 | 27,501 | ' | ' |
Other accrued liabilities | 39,620 | 41,525 | ' | ' |
Total current liabilities | 86,181 | 89,870 | ' | ' |
Long-term debt | 556,793 | 583,298 | ' | ' |
Deferred income taxes | 194,181 | 176,020 | ' | ' |
Other long-term liabilities | 25,695 | 25,503 | ' | ' |
Noncontrolling interests - redeemable | 177,063 | 177,697 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 804,302 | 764,197 | ' | ' |
Noncontrolling interests - non-redeemable | 378,793 | 361,359 | ' | ' |
Total equity | 1,183,095 | 1,125,556 | ' | ' |
Total liabilities and equity | 2,223,008 | 2,177,944 | ' | ' |
Consolidation, Eliminations [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 0 | 0 | ' | ' |
Supplies inventory | 0 | 0 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Prepaid and other current assets | -4,519 | -4,362 | ' | ' |
Total current assets | -4,519 | -4,362 | ' | ' |
Property and equipment, net | 0 | 0 | ' | ' |
Investments in unconsolidated affiliates and other | -2,968,913 | -2,922,178 | ' | ' |
Goodwill and other intangible assets, net | 1,794,493 | 1,758,970 | ' | ' |
Total assets | -1,178,939 | -1,167,570 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 0 | 0 | ' | ' |
Accounts payable | -4,079 | -3,958 | ' | ' |
Other accrued liabilities | -440 | -404 | ' | ' |
Total current liabilities | -4,519 | -4,362 | ' | ' |
Long-term debt | -32,396 | -31,377 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Other long-term liabilities | 0 | 0 | ' | ' |
Noncontrolling interests - redeemable | 113,993 | 113,993 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | -1,594,292 | -1,568,267 | ' | ' |
Noncontrolling interests - non-redeemable | 338,275 | 322,443 | ' | ' |
Total equity | -1,256,017 | -1,245,824 | ' | ' |
Total liabilities and equity | -1,178,939 | -1,167,570 | ' | ' |
Parent Company [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 3,836 | 6,710 | 4,795 | 7,259 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 0 | 0 | ' | ' |
Supplies inventory | 0 | 33 | ' | ' |
Deferred income taxes | 3,386 | 3,097 | ' | ' |
Prepaid and other current assets | 26,784 | 23,993 | ' | ' |
Total current assets | 34,006 | 33,833 | ' | ' |
Property and equipment, net | 9,837 | 9,829 | ' | ' |
Investments in unconsolidated affiliates and other | 1,514,925 | 1,484,974 | ' | ' |
Goodwill and other intangible assets, net | 19,990 | 20,684 | ' | ' |
Total assets | 1,578,758 | 1,549,320 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 10,714 | 10,714 | ' | ' |
Accounts payable | 3,269 | 1,972 | ' | ' |
Other accrued liabilities | 23,849 | 27,419 | ' | ' |
Total current liabilities | 37,832 | 40,105 | ' | ' |
Long-term debt | 535,071 | 561,429 | ' | ' |
Deferred income taxes | 194,181 | 176,020 | ' | ' |
Other long-term liabilities | 7,372 | 7,569 | ' | ' |
Noncontrolling interests - redeemable | 0 | 0 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 804,302 | 764,197 | ' | ' |
Noncontrolling interests - non-redeemable | 0 | 0 | ' | ' |
Total equity | 804,302 | 764,197 | ' | ' |
Total liabilities and equity | 1,578,758 | 1,549,320 | ' | ' |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 0 | 0 | ' | ' |
Supplies inventory | 0 | 0 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Prepaid and other current assets | 0 | 0 | ' | ' |
Total current assets | 0 | 0 | ' | ' |
Property and equipment, net | 0 | 0 | ' | ' |
Investments in unconsolidated affiliates and other | 1,479,602 | 1,453,596 | ' | ' |
Goodwill and other intangible assets, net | 0 | 0 | ' | ' |
Total assets | 1,479,602 | 1,453,596 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 0 | 0 | ' | ' |
Accounts payable | 0 | 0 | ' | ' |
Other accrued liabilities | 0 | 0 | ' | ' |
Total current liabilities | 0 | 0 | ' | ' |
Long-term debt | 0 | 0 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Other long-term liabilities | 0 | 0 | ' | ' |
Noncontrolling interests - redeemable | 0 | 0 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 1,479,602 | 1,453,596 | ' | ' |
Noncontrolling interests - non-redeemable | 0 | 0 | ' | ' |
Total equity | 1,479,602 | 1,453,596 | ' | ' |
Total liabilities and equity | 1,479,602 | 1,453,596 | ' | ' |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 41,075 | 44,130 | 35,128 | 39,139 |
Accounts receivable, net of allowance of $30,414 and $27,862, respectively | 110,538 | 105,072 | ' | ' |
Supplies inventory | 18,808 | 18,381 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Prepaid and other current assets | 12,393 | 13,971 | ' | ' |
Total current assets | 182,814 | 181,554 | ' | ' |
Property and equipment, net | 159,002 | 160,066 | ' | ' |
Investments in unconsolidated affiliates and other | 932 | 0 | ' | ' |
Goodwill and other intangible assets, net | 839 | 978 | ' | ' |
Total assets | 343,587 | 342,598 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 9,494 | 10,130 | ' | ' |
Accounts payable | 27,163 | 29,487 | ' | ' |
Other accrued liabilities | 16,211 | 14,510 | ' | ' |
Total current liabilities | 52,868 | 54,127 | ' | ' |
Long-term debt | 54,118 | 53,246 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Other long-term liabilities | 18,323 | 17,934 | ' | ' |
Noncontrolling interests - redeemable | 63,070 | 63,704 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 114,690 | 114,671 | ' | ' |
Noncontrolling interests - non-redeemable | 40,518 | 38,916 | ' | ' |
Total equity | 155,208 | 153,587 | ' | ' |
Total liabilities and equity | $343,587 | $342,598 | ' | ' |
Financial_Information_for_the_3
Financial Information for the Company and Its Subsidiaries (Income Statements) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | $281,105 | $267,102 | $544,212 | $525,291 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 84,866 | 81,085 | 168,060 | 162,043 |
Supply cost | 41,283 | 38,989 | 80,003 | 76,202 |
Other operating expenses | 60,331 | 53,925 | 115,600 | 106,652 |
Depreciation and amortization | 8,550 | 8,125 | 16,924 | 16,133 |
Total operating expenses | 195,030 | 182,124 | 380,587 | 361,030 |
Gain (loss) on deconsolidation | 1,366 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | 539 | 696 | 1,303 | 1,098 |
Operating income | 87,980 | 85,674 | 168,339 | 167,596 |
Interest expense | 6,894 | 7,512 | 13,857 | 15,054 |
Earnings from continuing operations before income taxes | 81,086 | 78,162 | 154,482 | 152,542 |
Income tax expense | 12,921 | 12,710 | 25,978 | 24,979 |
Net earnings from continuing operations | 68,165 | 65,452 | 128,504 | 127,563 |
Net earnings (loss) from discontinued operations | 7 | 384 | -218 | 546 |
Net earnings and comprehensive income | 68,172 | 65,836 | 128,286 | 128,109 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 49,211 | 47,035 | 92,046 | 91,396 |
Net earnings (loss) from discontinued operations | 0 | 238 | 84 | 339 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 49,211 | 47,273 | 92,130 | 91,735 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | 18,954 | 18,417 | 36,458 | 36,167 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 7 | 146 | -302 | 207 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Consolidation, Eliminations [Member] | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | -4,777 | -4,353 | -9,386 | -8,591 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | -124 | -117 | -246 | -230 |
Supply cost | 0 | 0 | 0 | 0 |
Other operating expenses | -4,653 | -4,236 | -9,140 | -8,361 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Total operating expenses | -4,777 | -4,353 | -9,386 | -8,591 |
Gain (loss) on deconsolidation | -1,366 | 0 | -3,411 | -2,237 |
Equity in earnings of unconsolidated affiliates | -108,739 | -105,156 | -204,079 | -204,664 |
Operating income | -110,105 | -105,156 | -207,490 | -206,901 |
Interest expense | 0 | 0 | 0 | 0 |
Earnings from continuing operations before income taxes | -110,105 | -105,156 | -207,490 | -206,901 |
Income tax expense | 0 | 0 | 0 | 0 |
Net earnings from continuing operations | -110,105 | -105,156 | -207,490 | -206,901 |
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income | -110,105 | -105,156 | -207,490 | -206,901 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 0 | 0 | 0 | 0 |
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | -110,105 | -105,156 | -207,490 | -206,901 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | -110,105 | -105,156 | -207,490 | -206,901 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | -110,105 | -105,156 | -207,490 | -206,901 |
Parent Company [Member] | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | 6,364 | 5,460 | 12,491 | 11,176 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 15,282 | 14,431 | 29,767 | 29,852 |
Supply cost | 0 | 0 | 0 | 0 |
Other operating expenses | 8,427 | 5,171 | 12,594 | 10,231 |
Depreciation and amortization | 815 | 760 | 1,640 | 1,532 |
Total operating expenses | 24,524 | 20,362 | 44,001 | 41,615 |
Gain (loss) on deconsolidation | 1,366 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | 54,639 | 52,926 | 102,691 | 102,881 |
Operating income | 37,845 | 38,024 | 74,592 | 74,679 |
Interest expense | 6,342 | 7,026 | 12,793 | 13,949 |
Earnings from continuing operations before income taxes | 31,503 | 30,998 | 61,799 | 60,730 |
Income tax expense | 12,549 | 12,332 | 25,253 | 24,210 |
Net earnings from continuing operations | 18,954 | 18,666 | 36,546 | 36,520 |
Net earnings (loss) from discontinued operations | 7 | -103 | -390 | -146 |
Net earnings and comprehensive income | 18,961 | 18,563 | 36,156 | 36,374 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 0 | 0 | 0 | 0 |
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | 18,954 | 18,666 | 36,546 | 36,520 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 7 | -103 | -390 | -146 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 18,961 | 18,563 | 36,156 | 36,374 |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | 0 | 0 | 0 | 0 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 0 | 0 | 0 | 0 |
Supply cost | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Gain (loss) on deconsolidation | 1,366 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | 54,639 | 52,926 | 102,691 | 102,881 |
Operating income | 56,005 | 52,926 | 106,102 | 105,118 |
Interest expense | 0 | 0 | 0 | 0 |
Earnings from continuing operations before income taxes | 56,005 | 52,926 | 106,102 | 105,118 |
Income tax expense | 0 | 0 | 0 | 0 |
Net earnings from continuing operations | 56,005 | 52,926 | 106,102 | 105,118 |
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income | 56,005 | 52,926 | 106,102 | 105,118 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 0 | 0 | 0 | 0 |
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | 0 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 56,005 | 52,926 | 106,102 | 105,118 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | 56,005 | 52,926 | 106,102 | 105,118 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 0 | 0 | 0 | 0 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 56,005 | 52,926 | 106,102 | 105,118 |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | 279,518 | 265,995 | 541,107 | 522,706 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 69,708 | 66,771 | 138,539 | 132,421 |
Supply cost | 41,283 | 38,989 | 80,003 | 76,202 |
Other operating expenses | 56,557 | 52,990 | 112,146 | 104,782 |
Depreciation and amortization | 7,735 | 7,365 | 15,284 | 14,601 |
Total operating expenses | 175,283 | 166,115 | 345,972 | 328,006 |
Gain (loss) on deconsolidation | 0 | 0 | 0 | 0 |
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 |
Operating income | 104,235 | 99,880 | 195,135 | 194,700 |
Interest expense | 552 | 486 | 1,064 | 1,105 |
Earnings from continuing operations before income taxes | 103,683 | 99,394 | 194,071 | 193,595 |
Income tax expense | 372 | 378 | 725 | 769 |
Net earnings from continuing operations | 103,311 | 99,016 | 193,346 | 192,826 |
Net earnings (loss) from discontinued operations | 0 | 487 | 172 | 692 |
Net earnings and comprehensive income | 103,311 | 99,503 | 193,518 | 193,518 |
Less net earnings and comprehensive income attributable to noncontrolling interests: | ' | ' | ' | ' |
Net earnings from continuing operations | 49,211 | 47,035 | 92,046 | 91,396 |
Net earnings (loss) from discontinued operations | 0 | 238 | 84 | 339 |
Total net earnings and comprehensive income attributable to noncontrolling interests | 49,211 | 47,273 | 92,130 | 91,735 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | 54,100 | 52,230 | 101,388 | 101,783 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings from continuing operations, net of income tax | 54,100 | 51,981 | 101,300 | 101,430 |
Discontinued operations, net of income tax, attributable to AmSurg Corp. | 0 | 249 | 88 | 353 |
Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders | $54,100 | $52,230 | $101,388 | $101,783 |
Financial_Information_for_the_4
Financial Information for the Company and Its Subsidiaries (Cash Flow Statements) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | $153,581 | $152,550 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | -24,437 | -18,346 |
Acquisition of property and equipment | -16,075 | -12,472 |
Proceeds from sale of interests in surgery centers | 2,092 | 0 |
Other | -1,381 | 55 |
Net cash flows used in investing activities | -39,801 | -30,763 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 74,246 | 70,922 |
Repayment on long-term borrowings | -102,326 | -96,222 |
Distributions to noncontrolling interests | -92,010 | -91,526 |
Changes In Intercompany Balances | 0 | 0 |
Other financing activities, net | 381 | -11,436 |
Net cash flows provided by (used in) financing activities | -119,709 | -128,262 |
Net increase (decrease) in cash and cash equivalents | -5,929 | -6,475 |
Cash and cash equivalents, beginning of period | 50,840 | 46,398 |
Cash and cash equivalents, end of period | 44,911 | 39,923 |
Consolidation, Eliminations [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | -179,130 | -187,493 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | 2,443 | 78 |
Acquisition of property and equipment | 0 | 0 |
Proceeds from sale of interests in surgery centers | 0 | ' |
Other | 0 | 0 |
Net cash flows used in investing activities | 2,443 | 78 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 |
Distributions to noncontrolling interests | 179,130 | 187,493 |
Changes In Intercompany Balances | 0 | 0 |
Other financing activities, net | -2,443 | -78 |
Net cash flows provided by (used in) financing activities | 176,687 | 187,415 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent Company [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | 27,919 | 32,189 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | 0 | 0 |
Acquisition of property and equipment | -1,949 | -1,189 |
Proceeds from sale of interests in surgery centers | 0 | ' |
Other | -1,259 | 0 |
Net cash flows used in investing activities | -3,208 | -1,189 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 70,000 | 66,700 |
Repayment on long-term borrowings | -96,358 | -89,224 |
Distributions to noncontrolling interests | 0 | 0 |
Changes In Intercompany Balances | -1,020 | 1,431 |
Other financing activities, net | -207 | -12,371 |
Net cash flows provided by (used in) financing activities | -27,585 | -33,464 |
Net increase (decrease) in cash and cash equivalents | -2,874 | -2,464 |
Cash and cash equivalents, beginning of period | 6,710 | 7,259 |
Cash and cash equivalents, end of period | 3,836 | 4,795 |
Guarantor Subsidiaries [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | 102,284 | 102,630 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | -26,880 | -18,424 |
Acquisition of property and equipment | 0 | 0 |
Proceeds from sale of interests in surgery centers | 2,092 | ' |
Other | -122 | 55 |
Net cash flows used in investing activities | -24,910 | -18,369 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 |
Distributions to noncontrolling interests | -76,846 | -84,863 |
Changes In Intercompany Balances | 0 | 0 |
Other financing activities, net | -528 | 602 |
Net cash flows provided by (used in) financing activities | -77,374 | -84,261 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Non-Guarantor Subsidiaries [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | 202,508 | 205,224 |
Cash flows from investing activities: | ' | ' |
Acquisition of interests in surgery centers and related transactions | 0 | 0 |
Acquisition of property and equipment | -14,126 | -11,283 |
Proceeds from sale of interests in surgery centers | 0 | ' |
Other | 0 | 0 |
Net cash flows used in investing activities | -14,126 | -11,283 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 4,246 | 4,222 |
Repayment on long-term borrowings | -5,968 | -6,998 |
Distributions to noncontrolling interests | -194,294 | -194,156 |
Changes In Intercompany Balances | 1,020 | -1,431 |
Other financing activities, net | 3,559 | 411 |
Net cash flows provided by (used in) financing activities | -191,437 | -197,952 |
Net increase (decrease) in cash and cash equivalents | -3,055 | -4,011 |
Cash and cash equivalents, beginning of period | 44,130 | 39,139 |
Cash and cash equivalents, end of period | $41,075 | $35,128 |
Subsequent_Events_Details
Subsequent Events (Details) (Sheridan Healthcare [Member], USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||
29-May-14 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Delay | 2022 Senior Unsecured Notes [Member] | 2022 Senior Unsecured Notes [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility - Term Loan [Member] | Senior Secured Credit Facility - Term Loan [Member] | Senior Secured Credit Facility - Term Loan [Member] | Senior Secured Credit Facility - Term Loan [Member] | Senior Secured Credit Facility - Term Loan [Member] | Senior Secured Credit Facility - Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | |||
registration | Senior Notes [Member] | Senior Notes [Member] | LIBOR [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||
Alternative Base Rate [Member] | LIBOR [Member] | Alternative Base Rate [Member] | LIBOR [Member] | Alternative Base Rate [Member] | LIBOR [Member] | Alternative Base Rate [Member] | LIBOR [Member] | ||||||||||||||||
Total consideration | $2,350,000,000 | $2,350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid to acquire business | ' | 2,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to acquiree | ' | ' | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Offering Price | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Anticipated Offering Price | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Demand Registrations in 360 Day Period | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Demands Registration in 90 Day Period | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Effectiveness Delay Period | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Delays of Registration Effectiveness in 12 Month Period | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Effectiveness Maximum Delay in 12 Month Period | ' | '120 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,775,000 | 1,725,000 | ' | ' | ' |
Proceeds from common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 421,580,000 | ' | ' | ' | ' |
Proceeds from preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 167,025,000 | ' | ' | ' |
Borrowing capacity of new revolving credit agreement | ' | ' | ' | ' | ' | ' | 870,000,000 | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 5.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' |
Liquidation preference (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' |
Conversion Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.8141 | 2.2222 |
Threshold in Consecutive Trading Days for Conversion into Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' |
Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | 2.00% | 3.00% | ' | ' | 1.75% | 2.75% | 2.00% | 3.00% | ' | ' | ' | ' | ' |
Variable Rate Floor | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Variable Rate | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unused capacity commitment fee, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period payment of principal, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Increase in Borrowing Capacity | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Filing Period Maximum | ' | ' | ' | '270 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Effectiveness Penalty Maximum, Percentage | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Business Acquisition Transaction Costs, Deferred Offering Costs and Financing Costs | ' | ' | $130,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Business Acquisition Transaction Costs, Deferred Offering Costs and Financing Costs, Percentage to be Capitalized | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Senior_Unsec
Subsequent Events Senior Unsecured Notes (Details) | Jun. 30, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 |
Unsecured Debt [Member] | Senior Notes [Member] | Period prior to July 15, 2017 | 2017 | 2018 | 2019 | 2020 and thereafter | |
2022 Senior Unsecured Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | ||
Subsequent Event [Member] | 2022 Senior Unsecured Notes [Member] | 2022 Senior Unsecured Notes [Member] | 2022 Senior Unsecured Notes [Member] | 2022 Senior Unsecured Notes [Member] | 2022 Senior Unsecured Notes [Member] | ||
Sheridan Healthcare [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Interest rate | 5.63% | 5.63% | ' | ' | ' | ' | ' |
Redeemable Principal Percentage | 35.00% | 35.00% | ' | ' | ' | ' | ' |
Redemption price, percentage | ' | ' | 105.63% | 104.22% | 102.81% | 101.41% | 100.00% |