Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 06, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 48,124,795 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $194,081 | $50,840 |
Restricted cash and marketable securities | 30,251 | 0 |
Accounts receivable, net of allowance of $83,541 and $27,862, respectively | 229,250 | 105,072 |
Supplies inventory | 19,060 | 18,414 |
Prepaid and other current assets | 128,319 | 36,699 |
Total current assets | 600,961 | 211,025 |
Property and equipment, net | 175,896 | 163,690 |
Investments in unconsolidated affiliates | 73,126 | 15,526 |
Goodwill | 3,303,818 | 1,758,970 |
Intangible assets, net | 1,261,952 | 27,867 |
Other assets | 5,604 | 866 |
Total assets | 5,421,357 | 2,177,944 |
Liabilities and Equity | ' | ' |
Current portion of long-term debt | 18,368 | 20,844 |
Accounts payable | 24,453 | 27,501 |
Accrued salaries and benefits | 133,050 | 32,294 |
Accrued interest | 18,717 | 1,885 |
Other accrued liabilities | 59,204 | 7,346 |
Total current liabilities | 253,792 | 89,870 |
Long-term debt | 2,230,314 | 583,298 |
Deferred income taxes | 611,098 | 176,020 |
Other long-term liabilities | 92,066 | 25,503 |
Commitments and contingencies | ' | ' |
Noncontrolling interests – redeemable | 176,516 | 177,697 |
Equity: | ' | ' |
Mandatory convertible preferred stock, no par value, 5,000 shares authorized, 1,725 and 0 shares issued and outstanding, respectively | 166,647 | 0 |
Common stock, no par value, 70,000 shares authorized, 48,123 and 32,353 shares outstanding, respectively | 885,622 | 185,873 |
Retained earnings | 602,407 | 578,324 |
Total AmSurg Corp. equity | 1,654,676 | 764,197 |
Noncontrolling interests – non-redeemable | 402,895 | 361,359 |
Total equity | 2,057,571 | 1,125,556 |
Total liabilities and equity | $5,421,357 | $2,177,944 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowances for accounts receivable | $83,541 | $27,862 |
Preferred stock, par value (usd per share) | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,725,000 | 0 |
Preferred stock, shares outstanding | 1,725,000 | 0 |
Common stock, par value (usd per share) | ' | ' |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares outstanding | 48,123,000 | 32,353,000 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | $556,426 | $263,035 | $1,096,066 | $780,714 |
Provision for uncollectibles | ' | ' | -69,715 | -16,382 |
Net revenue | 503,233 | 263,035 | 1,042,873 | 780,714 |
Operating expenses: | ' | ' | ' | ' |
Salaries and benefits | 240,585 | 83,416 | 407,247 | 243,587 |
Supply cost | 42,241 | 37,360 | 121,392 | 112,329 |
Other operating expenses | 81,532 | 55,023 | 192,011 | 159,291 |
Transaction costs | 25,102 | 110 | 28,681 | 285 |
Depreciation and amortization | 20,866 | 8,239 | 37,620 | 24,152 |
Total operating expenses | 410,326 | 184,148 | 786,951 | 539,644 |
Gain on deconsolidation | 0 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | 2,158 | 1,095 | 3,461 | 2,193 |
Operating income | 95,065 | 79,982 | 262,794 | 245,500 |
Interest expense, net | 39,055 | 7,293 | 52,909 | 22,346 |
Debt extinguishment costs | 16,887 | 0 | 16,887 | 0 |
Earnings from continuing operations before income taxes | 39,123 | 72,689 | 192,998 | 223,154 |
Income tax expense | 18 | 11,161 | 25,872 | 35,715 |
Net earnings from continuing operations | 39,105 | 61,528 | 167,126 | 187,439 |
Net earnings (loss) from discontinued operations | -1,682 | 739 | -1,417 | 2,937 |
Net earnings | 37,423 | 62,267 | 165,709 | 190,376 |
Net earnings attributable to noncontrolling interests | 47,257 | 45,496 | 139,387 | 137,231 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | -9,834 | 16,771 | 26,322 | 53,145 |
Preferred stock dividends | -2,239 | 0 | -2,239 | 0 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | -12,073 | 16,771 | 24,083 | 53,145 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | -10,704 | 16,659 | 25,569 | 52,192 |
Discontinued operations, net of income tax | -1,369 | 112 | -1,486 | 953 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ($12,073) | $16,771 | $24,083 | $53,145 |
Basic earnings (loss) per share attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Net earnings (loss) from continuing operations (usd per share) | ($0.23) | $0.53 | $0.70 | $1.67 |
Net earnings (loss) from discontinued operations (usd per share) | ($0.03) | $0 | ($0.04) | $0.03 |
Net earnings (loss) (usd per share) | ($0.26) | $0.53 | $0.66 | $1.70 |
Diluted earnings (loss) per share attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' |
Net earnings (loss) from continuing operations (usd per share) | ($0.23) | $0.52 | $0.69 | $1.64 |
Net earnings (loss) from discontinued operations (usd per share) | ($0.03) | $0 | ($0.04) | $0.03 |
Net earnings (loss) (usd per share) | ($0.26) | $0.52 | $0.65 | $1.67 |
Weighted average number of shares and share equivalents outstanding: | ' | ' | ' | ' |
Basic (in shares) | 46,320 | 31,376 | 36,620 | 31,267 |
Diluted (in shares) | 46,320 | 31,991 | 37,026 | 31,912 |
Consolidated_Statements_Of_Cha
Consolidated Statements Of Changes In Equity (USD $) | Total | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Retained Earnings [Member] | Non-Controlling Interests - Non-Redeemable [Member] | Total Equity (Permanent) [Member] | Non-controlling Interests - Redeemable (Temporary Equity) [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] | ' | ' | ' | ' | ' | ' | ' |
Net earnings | 190,376 | ' | ' | 53,145 | 36,962 | 90,107 | 100,269 |
Issuance of restricted common stock (in shares) | ' | 292,000 | ' | ' | ' | ' | ' |
Cancellation of restricted common stock (in shares) | ' | -16,000 | ' | ' | ' | ' | ' |
Stock options exercised | ' | 23,289 | ' | ' | ' | 23,289 | ' |
Stock options exercised (in shares) | ' | 961,000 | ' | ' | ' | ' | ' |
Common stock repurchased | ' | -35,481 | ' | ' | ' | -35,481 | ' |
Common stock repurchased (in shares) | ' | -1,024,000 | ' | ' | ' | ' | ' |
Share-based compensation | ' | 6,070 | ' | ' | ' | 6,070 | ' |
Tax benefit related to exercise of stock options | ' | 4,847 | ' | ' | ' | 4,847 | ' |
Distributions to noncontrolling interests, net of capital contributions | ' | ' | ' | ' | -36,301 | -36,301 | -100,504 |
Acquisitions and other transactions impacting noncontrolling interests | ' | -223 | ' | ' | 38,055 | 37,832 | -316 |
Disposals and other transactions impacting noncontrolling interests | ' | -1,545 | ' | ' | 2,010 | 465 | 504 |
Balance at Sep. 30, 2013 | ' | 180,824 | 0 | 558,766 | 351,704 | 1,091,294 | 175,335 |
Balance (in shares) at Sep. 30, 2013 | ' | 32,154,000 | 0 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 1,125,556 | 185,873 | 0 | 578,324 | 361,359 | 1,125,556 | 177,697 |
Balance (in shares) at Dec. 31, 2013 | ' | 32,353,000 | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Net earnings | 165,709 | ' | ' | 26,322 | 40,672 | 66,994 | 98,715 |
Issuance of restricted common stock (in shares) | ' | 272,000 | ' | ' | ' | ' | ' |
Cancellation of restricted common stock (in shares) | ' | -12,000 | ' | ' | ' | ' | ' |
Stock options exercised | ' | 2,150 | ' | ' | ' | 2,150 | ' |
Stock options exercised (in shares) | 89,481 | 89,000 | ' | ' | ' | ' | ' |
Common stock repurchased | ' | -2,890 | ' | ' | ' | -2,890 | ' |
Common stock repurchased (in shares) | ' | -69,000 | ' | ' | ' | ' | ' |
Share-based compensation | ' | 7,388 | ' | ' | ' | 7,388 | ' |
Tax benefit related to exercise of stock options | ' | 2,288 | ' | ' | ' | 2,288 | ' |
Issuance of common stock | ' | 693,401 | ' | ' | ' | 693,401 | ' |
Issuance of common stock (in shares) | ' | 15,490,000 | ' | ' | ' | ' | ' |
Issuance of mandatory convertible preferred stock | ' | ' | 166,647 | ' | ' | 166,647 | ' |
Issuance of mandatory convertible preferred stock (in shares) | ' | ' | 1,725,000 | ' | ' | ' | ' |
Dividends paid on preferred stock | ' | ' | ' | -2,239 | ' | -2,239 | ' |
Distributions to noncontrolling interests, net of capital contributions | ' | ' | ' | ' | -40,735 | -40,735 | -98,677 |
Acquisitions and other transactions impacting noncontrolling interests | ' | 762 | ' | ' | 42,119 | 42,881 | ' |
Disposals and other transactions impacting noncontrolling interests | ' | -3,350 | ' | ' | -520 | -3,870 | -1,219 |
Balance at Sep. 30, 2014 | $2,057,571 | $885,622 | $166,647 | $602,407 | $402,895 | $2,057,571 | $176,516 |
Balance (in shares) at Sep. 30, 2014 | ' | 48,123,000 | 1,725,000 | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings | $165,709 | $190,376 |
Adjustments to reconcile net earnings to net cash flows provided by operating activities: | ' | ' |
Depreciation and amortization | 37,620 | 24,152 |
Amortization of deferred loan costs | 15,645 | 1,459 |
Provision for uncollectibles | 69,715 | 16,382 |
Net loss on sale of long-lived assets | 2,468 | 84 |
Gain on deconsolidation | -3,411 | -2,237 |
Share-based compensation | 7,388 | 6,070 |
Excess tax benefit from share-based compensation | -2,288 | -1,890 |
Deferred income taxes | 31,388 | 29,835 |
Equity in earnings of unconsolidated affiliates | -3,461 | -2,193 |
Debt extinguishment costs | 4,536 | 0 |
Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions: | ' | ' |
Accounts receivable | -65,758 | -17,821 |
Prepaid, supplies and other current assets | -24,346 | -1,339 |
Accounts payable | -10,007 | -2,823 |
Accrued expenses and other liabilities | 48,368 | 6,820 |
Other, net | 2,485 | 2,058 |
Net cash flows provided by operating activities | 276,051 | 248,933 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related expenses | -2,138,648 | -59,455 |
Acquisition of property and equipment | -23,109 | -20,711 |
Proceeds from sale of interests in surgery centers | 4,969 | 151 |
Purchases of marketable securities | -3,486 | 0 |
Other | 2,082 | 107 |
Net cash flows used in investing activities | -2,158,192 | -79,908 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 2,046,399 | 129,435 |
Repayment on long-term borrowings | -403,043 | -151,676 |
Distributions to noncontrolling interests | -139,443 | -137,081 |
Proceeds from preferred stock offering | 172,500 | 0 |
Cash dividends for preferred shares | -2,239 | 0 |
Proceeds from common stock offering | 439,875 | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 2,150 | 23,289 |
Repurchase of common stock | -2,890 | -35,481 |
Excess tax benefit from share-based compensation | 2,288 | 1,890 |
Payments of equity issuance costs | -24,366 | 0 |
Financing cost incurred | -65,673 | -1,257 |
Other | -176 | 961 |
Net cash flows provided by (used in) financing activities | 2,025,382 | -169,920 |
Net increase (decrease) in cash and cash equivalents | 143,241 | -895 |
Cash and cash equivalents, beginning of period | 50,840 | 46,398 |
Cash and cash equivalents, end of period | 194,081 | 45,503 |
Supplemental cash flow information: | ' | ' |
Interest payments | 20,440 | 21,601 |
Income tax payments, net of refunds | $6,970 | $7,444 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
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. | |
Ambulatory Services | |
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 (“ASCs” or “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 ten LPs and LLCs, one of which it consolidates as the Company has substantive participation rights and nine 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 consolidated statements of operations; 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. | |
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. | |
Physician Services | |
On July 16, 2014, the Company completed its acquisition of Sheridan Healthcare (“Sheridan”). Sheridan is a national provider of multi-specialty physician and administrative services to hospitals, ambulatory surgery centers and other healthcare facilities. Sheridan focuses on delivering comprehensive physician services, primarily in the areas of anesthesiology, children's services, radiology and emergency medicine to healthcare facilities. Through its contracts with healthcare facilities, Sheridan is authorized to bill and collect charges for fee for service medical services rendered by its healthcare professionals and employees in exchange for the provision of services to the patients of these facilities. Contract revenue is earned directly from hospital customers through a variety of payment arrangements that are established when payments from third-party payors are inadequate to support the costs of providing the services required under the contract. Sheridan also provides physician services and manages office-based practices in the areas of gynecology, obstetrics and perinatology. The interim consolidated financial statements include the accounts of Sheridan and its wholly-owned subsidiaries along with the accounts of affiliated professional corporations (“PCs”) with which Sheridan currently has management arrangements. Sheridan's agreements with these PCs provide that the term of the arrangements is permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. These arrangements are captive in nature as a majority of the outstanding voting equity instruments of the PCs are owned by nominee shareholders appointed at the sole discretion of the Company. The Company has a contractual right to transfer the ownership of the PCs at any time to any person it designates as the nominee shareholder. The Company has the right to receive income, both as ongoing fees and as proceeds from the sale of its interest in the PCs, in an amount that fluctuates based on the performance of the PCs and the change in the fair value of the Company’s interest in the PCs. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the PCs and establishes the guidelines for the employment and compensation of the physicians and other employees of the PCs. In addition, the agreements provide that the Company has the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of the PCs for a nominal amount. Separately, in its sole discretion, the Company has the right to assign its interest in the management and purchase agreements. Based upon the provisions of these agreements, the Company has determined that the PCs are variable interest entities and that the Company is the primary beneficiary as defined in the accounting guidance for consolidation. | |
Segments | |
As a result of the Sheridan acquisition, the Company operates in two major lines of business, ambulatory services and physician services, which also represent the Company's two reportable segments. The operating results of Sheridan are included in the Company's statement of operations effective July 16, 2014. | |
Restricted Cash | |
As of September 30, 2014 the Company had $30.3 million of restricted cash and marketable securities in the accompanying consolidated balance sheets which is restricted for the purpose of satisfying the obligations of the Company's wholly-owned captive insurance company. | |
Reclassifications | |
Certain amounts in the consolidated financial statements and these notes have been reclassified to conform to the current period presentation. Such reclassifications primarily result from the acquisition of Sheridan and the impact of additional discontinued operations as further discussed in note 7. | |
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. | |
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 entities due to management’s assessment of the Company’s strategy in the market and due to limited growth opportunities at those entities. 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 replace 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. |
Revenue_Recognition
Revenue Recognition | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Revenue Recognition [Abstract] | ' | ||||||
Revenue Recognition | ' | ||||||
Revenue Recognition | |||||||
Ambulatory Services | |||||||
Ambulatory services 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 ambulatory services 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 nine months ended September 30, 2014 and 2013, the Company derived approximately 25% of its ambulatory services 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. | |||||||
Physician Services | |||||||
Physician services revenue primarily consists of fee for service revenue and contract revenue and is derived principally from the provision of physician services to patients of the healthcare facilities the Company serves. Contract revenue represents income earned from the Company's hospital customers to subsidize contract costs when payments from third-party payors are inadequate to support such costs. | |||||||
The Company records revenue at the time services are provided, net of a contractual allowance and a provision for uncollectibles. Revenue less the contractual allowance represents the net revenue expected to be collected from third-party payors (including managed care, commercial and governmental payors such as Medicare and Medicaid) and patients insured by these payors. | |||||||
The Company also recognizes revenue for services provided during the period but are not yet billed. Expected collections are estimated based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patients’ healthcare plan, mandated payment rates under the Medicare and Medicaid programs, and historical cash collections. | |||||||
The Company's provision for uncollectibles includes its estimate of uncollectible balances due from uninsured patients, uncollectible co-pay and deductible balances due from insured patients and special charges, if any, for uncollectible balances due from managed care, commercial and governmental payors. The Company records net revenue from uninsured patients at its estimated realizable value, which includes a provision for uncollectible balances, based on historical cash collections (net of recoveries). | |||||||
Net fee for service revenue for the physician services segment consists of the following major payors (in thousands): | |||||||
July 16, 2014 - September 30, 2014 (1) | |||||||
Medicare | $ | 29,163 | 12.9 | % | |||
Medicaid | 13,217 | 5.9 | |||||
Commercial and managed care | 166,340 | 73.6 | |||||
Self-pay | 45,233 | 20 | |||||
Net fee for service revenue | 253,953 | 112.4 | |||||
Contract and other revenue | 25,171 | 11.1 | |||||
Provision for uncollectibles | (53,193 | ) | (23.5 | ) | |||
Net revenue for physician services | $ | 225,931 | 100 | % | |||
-1 | Net revenue by payor is from the period July 16, 2014, the date of the acquisition, through September 30, 2014. As such, historical amounts are not included. |
Accounts_Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | ' |
Accounts Receivable | ' |
Accounts Receivable | |
The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual discounts and uncollectible amounts. Some of the factors considered by management in determining the amount of such allowances are the historical trends of cash collections, contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors, changes in payor mix and procedure statistics. Actual collections of accounts receivable in subsequent periods may require changes in the estimated contractual allowance and provision for uncollectibles. The Company tests its allowance for doubtful accounts policy quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous 12-month period to estimate the allowance for doubtful accounts at a point in time. The Company also supplements its analysis by comparing cash collections to net patient revenues and monitoring self-pay utilization. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by the Company’s billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Changes in these estimates are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimate may result from unforeseen write-offs of patient or third party accounts receivable, unsuccessful disputes with managed care payors, adverse macro-economic conditions which limit patients’ ability to meet their financial obligations for the care provided by physicians, or broad changes to government regulations that adversely impact reimbursement rates for services provided by the Company. Significant changes in payor mix, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on the Company’s estimates and significantly affect its results of operations and cash flows. | |
Due to the nature of the Company's operations, it is required to separate the presentation of its bad debt expense on the consolidated statement of operations. The Company records the portion of its bad debts associated with its physician services segment as a component of net revenue in the accompanying consolidated statement of operations, and the remaining portion, which is associated with its ambulatory services segment, is recorded as a component of other operating expenses in the accompanying consolidated statement of operations. The bifurcation is a result of the Company's ability to assess the ultimate collection of the patient service revenue associated with its ambulatory services segment before services are provided. The Company's ambulatory services segment is generally able to verify a patient's insurance coverage and ability to pay before services are provided as those services are pre-scheduled and non-emergent. | |
At September 30, 2014 and December 31, 2013 allowances for doubtful accounts were $83.5 million and $27.9 million, respectively. The significant increase in the Company's allowance for doubtful accounts as of September 30, 2014 was primarily due to the Sheridan acquisition. At September 30, 2014, approximately 64% of the Company’s allowance for doubtful accounts is related to receivables for fee for service patient visits. The principal exposure for uncollectible fee for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. Bad debt expense for the ambulatory services segment is included in other operating expenses and was approximately $5.7 million and $16.5 million for the three and nine months ended September 30, 2014, respectively, and $5.6 million and $16.2 million for the three and nine months ended September 30, 2013, respectively. Bad debt expense related to physician services was $53.2 million during the period from July 16, 2014 through September 30, 2014. |
Prepaid_and_Other_Current_Asse
Prepaid and Other Current Assets | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaid and Other Current Assets | ' | |||||||
Prepaid and Other Current Assets | ||||||||
The following table presents a summary of items comprising prepaid and other current assets in the accompanying consolidated balance sheets as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Income taxes receivable | $ | 45,572 | $ | — | ||||
Deferred income taxes | 25,858 | 3,097 | ||||||
Prepaid expenses | 18,335 | 12,730 | ||||||
Other | 38,554 | 20,872 | ||||||
Total prepaid and other current assets | $ | 128,319 | $ | 36,699 | ||||
On July 16, 2014, the Company completed the acquisition of Sheridan which resulted in the inclusion of certain current assets and an income tax receivable primarily due transaction costs and other expenses associated with the acquisition of Sheridan. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Acquisitions | ' | |||||||||||
Acquisitions | ||||||||||||
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. | ||||||||||||
Sheridan Acquisition | ||||||||||||
On July 16, 2014 (the “acquisition date”), the Company completed the acquisition of Sheridan, in a cash and stock transaction. At closing, the Company paid approximately $2.1 billion in cash and issued 5,713,909 shares of its common stock to the former owners of Sheridan in exchange for all of the outstanding equity interests of Sheridan. The shares issued to Sheridan were valued at approximately $272.0 million based on the closing price of the Company's common stock on July 16, 2014. The acquisition of Sheridan enhances the growth profile and diversity of the Company focusing on complementary specialties across the healthcare continuum. | ||||||||||||
To fund the transaction, the Company completed 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 transaction fees, were approximately $421.0 million and $166.4 million, respectively. In addition, on July 16, 2014, the Company entered into a new senior secured credit facility, which includes an $870.0 million term loan and a $300.0 million revolving credit facility, and completed a private offering of $1.1 billion aggregate principal amount of 5.625% senior unsecured notes due 2022. | ||||||||||||
Fees and expenses associated with the Sheridan transaction, which includes fees incurred related to the Company's equity issuances and debt financings, was approximately $135.7 million during the nine months ended September 30, 2014. Approximately $52.9 million was capitalized as deferred financing costs, $24.4 million was related to the equity offerings and recorded as a reduction to equity, $28.7 million was expensed as transaction costs, $12.8 million was amortized through interest expense and $16.9 million was recorded as debt extinguishment costs during the nine months ended September 30, 2014. 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 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 professional liabilities. The valuations will consist of appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed. A majority of the deferred income taxes recognized as a component of the Company's purchase price allocation is a result of the difference between the book and tax basis of the amortizable intangible assets recognized. The amount allocated to the deferred income tax liability is subject to change as a result of the final allocation of purchase price to amortizable intangibles. The Company expects to finalize the purchase price allocation for Sheridan as soon as practical. | ||||||||||||
ASC Acquisitions | ||||||||||||
As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers. During each of the nine months ended September 30, 2014 and 2013, the Company, through a wholly-owned subsidiary, acquired a controlling interest in two and four centers, respectively. The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the nine months ended September 30, 2014 and 2013 was approximately $24.4 million and $59.5 million, 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. | ||||||||||||
During the nine months ended September 30, 2013, the Company paid $2.7 million as final settlement of a contingent earn out fee resulting from the purchase of 17 centers from National Surgical Care, Inc. during 201l. | ||||||||||||
Purchase Price Allocations: | ||||||||||||
The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisitions completed in the nine months ended September 30, 2014 and 2013, including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan (1) | Acquisitions | Acquisitions | ||||||||||
Accounts receivable | $ | 129,234 | $ | 1,023 | $ | 3,082 | ||||||
Other current assets | 110,335 | 892 | 1,801 | |||||||||
Property and equipment | 14,258 | 2,481 | 5,357 | |||||||||
Goodwill | 1,512,663 | 44,374 | 91,545 | |||||||||
Intangible assets | 1,200,028 | — | — | |||||||||
Other long-term assets | 50,533 | — | — | |||||||||
Accounts payable | (5,776 | ) | (2,341 | ) | (1,482 | ) | ||||||
Other accrued liabilities | (117,159 | ) | (527 | ) | (416 | ) | ||||||
Deferred income taxes | (411,881 | ) | — | — | ||||||||
Other long-term liabilities | (72,623 | ) | — | — | ||||||||
Long-term debt | — | (214 | ) | (2,561 | ) | |||||||
Total fair value | 2,409,612 | 45,688 | 97,326 | |||||||||
Less: Fair value attributable to noncontrolling interests | 23,361 | 21,251 | 38,123 | |||||||||
Acquisition date fair value of total consideration transferred | $ | 2,386,251 | $ | 24,437 | $ | 59,203 | ||||||
-1 | The allocation of fair value of acquired assets and liabilities associated with the Sheridan acquisition is preliminary at September 30, 2014. | |||||||||||
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 primarily from acquisitions of 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. | ||||||||||||
During the three and nine months ended September 30, 2014, the Company incurred approximately $25.1 million and $28.7 million of transaction costs, respectively, primarily related to the acquisition of Sheridan. During the three and nine months ended September 30, 2013, the Company incurred approximately $0.1 million and $0.3 million of transaction costs, respectively. | ||||||||||||
Revenues and net earnings included in the nine months ended September 30, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan | Acquisitions | Acquisitions | ||||||||||
Net revenues | $ | 226,545 | $ | 9,925 | $ | 6,422 | ||||||
Net earnings | 19,684 | 2,293 | 1,922 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 164 | 1,412 | 1,081 | |||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 19,520 | $ | 881 | $ | 841 | ||||||
The unaudited consolidated pro forma results for the nine months ended September 30, 2014 and 2013, assuming all acquisitions completed prior to September 30, 2014 had been consummated on January 1, 2013, all 2013 acquisitions had been consummated on January 1, 2012 and exclude nonrecurring items, such as transaction costs and debt extinguishment costs, that are directly attributable to the acquisitions and that are not expected to have a continuing impact, are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 1,617,342 | $ | 1,611,110 | ||||||||
Net earnings | 204,675 | 195,624 | ||||||||||
Amounts attributable to AmSurg Corp. shareholders: | ||||||||||||
Net earnings | 62,914 | 51,613 | ||||||||||
Net earnings per common share: | ||||||||||||
Basic | $ | 1.2 | $ | 0.96 | ||||||||
Diluted | $ | 1.18 | $ | 0.95 | ||||||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Affliliates | 9 Months Ended |
Sep. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Investments in Unconsolidated Affiliates | ' |
Investments in Unconsolidated Affiliates | |
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 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 operations. 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. | |
Partnerships with Health Systems - Ambulatory Services | |
During the nine months ended September 30, 2014, the Company entered into certain transactions whereby it contributed its controlling interests in four centers in exchange for approximately $1.7 million and noncontrolling interests in three separate entities each jointly owned by a hospital that, after the completion of the transactions, controls the contributed centers. Additionally, during the nine months ended September 30, 2014, the Company paid $0.5 million in exchange for a noncontrolling interest in an entity jointly owned by a hospital that controls a center. During the nine months ended September 30, 2013, the Company entered into a transaction whereby it contributed $0.3 million 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, the fair value of the noncontrolling interest in the entities which control the contributed centers of approximately $7.0 million and $5.2 million as of the nine months ended September 30, 2014 and 2013, respectively. Additionally, the Company also recorded its share of the profits and losses from these investments of $2.1 million and $2.2 million, as a component of equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of operations, during the nine months ended September 30, 2014 and 2013, respectively. | |
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 nine months ended September 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%. Accordingly, the Company recognized a net gain on deconsolidation in the accompanying consolidated statements of operations of approximately $3.4 million and $2.2 million during the nine months ended September 30, 2014 and 2013, respectively. There was no deconsolidation activity during the three months ended September 30, 2014 and 2013, respectively. | |
Partnerships with Health Systems - Physician Services | |
As part of the Sheridan acquisition, the Company acquired an interest in an arrangement with HCA Holdings, Inc. (“HCA”) in which each company shares ownership of an entity that was formed to provide hospital-based physician services to HCA affiliates. In conjunction with the acquisition of Sheridan, the Company recorded its preliminary estimate of the fair value of its investment of $49.1 million on the acquisition date. The Company's investment in this entity is reflected in the accompanying consolidated balance sheets as a component of investments in unconsolidated affiliates. The Company owns 51% of the entity and, under the terms of the limited liability and related agreements, earns billing and management fees and receives its share of earnings distributions. The Company has no other material obligations or guarantees related to the entity. The Company determined that the entity is a variable interest entity due to the Company’s equity interest, billing and management fees, and earnings distributions received; however, it is not the primary beneficiary of the entity as it does not have the power to direct the activities that most significantly impact the entity's economic performance as a result of its shared control with HCA. Therefore, the Company has accounted for its investment in the entity under the equity method of accounting. | |
The Company has recorded its share of the entity's earnings of $1.4 million as a component of equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of operations during the three months ended September 30, 2014. In addition, the Company recognized management and billing fees totaling $2.2 million during the three months ended September 30, 2014, which are included in net revenue in the accompanying consolidated statement of operations. Additionally, the Company has recorded a receivable from the entity in the amount of $4.3 million as of September 30, 2014 for certain operating expenses incurred on behalf of the entity. This receivable is included in other current assets in the accompanying condensed balance sheets. |
Dispositions
Dispositions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Dispositions | ' | |||||||||||||||
Dispositions | ||||||||||||||||
During the nine months ended September 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. The results of operations of discontinued centers have been classified as discontinued operations in all periods presented. | ||||||||||||||||
Results of operations and associated gain (loss) on disposal of the centers discontinued for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | 394 | $ | 5,198 | $ | 6,014 | $ | 16,923 | ||||||||
Earnings (loss) before income taxes | (323 | ) | 1,280 | 457 | 4,056 | |||||||||||
Results of discontinued operations, net of tax: | ||||||||||||||||
Earnings (loss) from operations of discontinued interests in surgery centers | (257 | ) | 1,017 | 363 | 3,215 | |||||||||||
Loss on disposal of discontinued interests in surgery centers | (1,425 | ) | (278 | ) | (1,780 | ) | (278 | ) | ||||||||
Net earnings (loss) from discontinued operations | (1,682 | ) | 739 | (1,417 | ) | 2,937 | ||||||||||
Less: Net earnings (loss) from discontinued operations attributable to noncontrolling interests | (313 | ) | 627 | 69 | 1,984 | |||||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. | $ | (1,369 | ) | $ | 112 | $ | (1,486 | ) | $ | 953 | ||||||
Cash proceeds from disposal for the nine months ended September 30, 2014 and 2013 were $5.0 million and $0.2 million, respectively. |
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 9 Months Ended | |||||||||||||||||||||||
Sep. 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 nine months ended September 30, 2014 are as follows (in thousands): | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,758,970 | ||||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 1,557,032 | |||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (12,184 | ) | ||||||||||||||||||||||
Balance at September 30, 2014 | $ | 3,303,818 | ||||||||||||||||||||||
Although the determination of goodwill generated as a result of the Sheridan transaction is still preliminary as of September 30, 2014, the ambulatory services segment and the physician services segment had approximately $1.8 billion and $1.5 billion, respectively, of goodwill. During the nine months ended September 30, 2014, goodwill increased $75.6 million for the ambulatory services segment due to acquisitions of centers, including those purchased as part of Sheridan, net of dispositions and deconsolidations. During the nine months ended September 30, 2014, all goodwill included in the physician services segment was generated as a result of the Sheridan acquisition. For the nine months ended September 30, 2014 and 2013, respectively, approximately $25.1 million and $56.2 million of goodwill recorded was deductible for tax purposes. The acquisition of Sheridan did not result in tax deductible goodwill. | ||||||||||||||||||||||||
Intangible assets at September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Customer relationships with hospitals | $ | 957,000 | $ | (9,969 | ) | $ | 947,031 | $ | — | $ | — | $ | — | |||||||||||
Deferred financing cost | 59,441 | (3,086 | ) | 56,355 | 15,814 | (4,953 | ) | 10,861 | ||||||||||||||||
Capitalized software | 37,519 | (17,716 | ) | 19,803 | 21,036 | (14,831 | ) | 6,205 | ||||||||||||||||
Agreements, contracts and other | 3,448 | (2,680 | ) | 768 | 3,448 | (2,472 | ) | 976 | ||||||||||||||||
Total amortizable intangible assets | 1,057,408 | (33,451 | ) | 1,023,957 | 40,298 | (22,256 | ) | 18,042 | ||||||||||||||||
Non-amortizable intangible assets: | ||||||||||||||||||||||||
Trade name | 228,000 | — | 228,000 | — | — | — | ||||||||||||||||||
Restrictive covenant arrangements | 9,995 | — | 9,995 | 9,825 | — | 9,825 | ||||||||||||||||||
Total non-amortizable intangible assets | 237,995 | — | 237,995 | 9,825 | — | 9,825 | ||||||||||||||||||
Total intangible assets | $ | 1,295,403 | $ | (33,451 | ) | $ | 1,261,952 | $ | 50,123 | $ | (22,256 | ) | $ | 27,867 | ||||||||||
As a result of the financing for the Sheridan acquisition, the Company recorded an additional $52.9 million of deferred financing costs during the three months ended September 30, 2014. The Company amortizes the deferred loan costs to interest expense over the life of the respective debt instrument. Approximately $1.2 billion of intangible assets, primarily customer relationships and trade names, were recorded during the three months ended September 30, 2014, of which approximately $1.0 billion are estimated to be amortized over a weighted average period of 20 years with no expected residual values. These acquired intangibles represent the Company’s initial estimate of the fair value of the intangible assets related to the customer relationships with hospitals, capitalized software and Sheridan's trade name obtained in the Sheridan acquisition. As previously discussed, this estimated amount is subject to change pending the completion of the valuation and appraisal analysis currently in process. | ||||||||||||||||||||||||
Amortization of intangible assets for the three months ended September 30, 2014 and 2013 was $13.7 million and $1.2 million, respectively, and $16.2 million and $3.4 million for the nine months ended September 30, 2014 and 2013, respectively. During the three months ended September 30, 2014, the Company recorded $12.8 million in interest expense on the accompanying statements of operations related to fees paid to obtain a commitment for bridge financing in order to effect the Sheridan transaction. During the three months ended September 30, 2014, the Company was able to obtain permanent financing and therefore expensed the commitment fee. | ||||||||||||||||||||||||
Estimated amortization of intangible assets for the remainder of 2014 and each of the following five years and thereafter is $16.1 million, $64.2 million, $63.5 million, $58.4 million, $56.7 million, $55.7 million and $709.4 million, respectively. The Company expects to recognize amortization of all intangible assets over a weighted average period of 18.7 years with no expected residual values. |
Other_Accrued_Liabilities
Other Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Other Current Liabilities | ' | |||||||
Other Accrued Liabilities | ||||||||
The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Refunds payable | $ | 15,946 | $ | — | ||||
Accrued professional liabilities | 15,601 | 3,189 | ||||||
Other | 27,657 | 4,157 | ||||||
Total other accrued liabilities | $ | 59,204 | $ | 7,346 | ||||
Accrued_Professional_Liabiliti
Accrued Professional Liabilities | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Payables and Accruals [Abstract] | ' | |||
Accounts Professional Liabilities | ' | |||
Accrued Professional Liabilities | ||||
At September 30, 2014, the Company had total accrued professional liabilities of $64.5 million, which are included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheets and consisted of the following (in thousands): | ||||
September 30, | ||||
2014 | ||||
Estimated losses under self-insured programs | $ | 25,700 | ||
Incurred but not reported losses | 38,780 | |||
Total accrued professional liabilities | 64,480 | |||
Less estimated losses payable within one year | 15,601 | |||
Total | $ | 48,879 | ||
The changes to the Company's estimated losses under self-insured programs as of September 30, 2014 were as follows (in thousands): | ||||
Balance at December 31, 2013 | $ | 3,189 | ||
Assumed liabilities through acquisitions | 65,430 | |||
Provision related to current period reserves | 2,769 | |||
Payments for current period reserves | (1,377 | ) | ||
Payments for prior period reserves | (3,332 | ) | ||
Other, net | (2,199 | ) | ||
Balance at September 30, 2014 | $ | 64,480 | ||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-term Debt | ||||||||
Long-term debt at September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Revolving credit agreement | $ | — | $ | 252,500 | ||||
Term loan | 867,825 | — | ||||||
5.625% Senior Unsecured Notes due 2020 | 250,000 | 250,000 | ||||||
5.625% Senior Unsecured Notes due 2022 | 1,100,000 | — | ||||||
8.04% Senior Secured Notes due 2020 | — | 69,643 | ||||||
Other debt due through 2025 | 19,915 | 21,149 | ||||||
Capitalized lease arrangements due through 2026 | 10,942 | 10,850 | ||||||
2,248,682 | 604,142 | |||||||
Less current portion | 18,368 | 20,844 | ||||||
Long-term debt | $ | 2,230,314 | $ | 583,298 | ||||
a. Term Loan and Credit Facility | ||||||||
On July 16, 2014, the Company terminated its existing revolving credit facility and entered into a new credit facility that was comprised of an $870.0 million term loan and a $300.0 million revolving credit facility. | ||||||||
The term loan matures on July 16, 2021 and bears interest at a rate 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 September 30, 2014). The term loan requires quarterly principal payments of 0.25% of the face amount totaling $8.7 million annually. | ||||||||
The new revolving credit facility matures on July 16, 2019 and permits the Company to borrow up to $300.0 million 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, principal payments are required quarterly in installments of an amount equal to 0.25% of the aggregate initial principal 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 $300.0 million 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 certain of the Company’s partnership and membership interests in the limited partnerships and limited liability companies. As of September 30, 2014, the Company was in compliance with the covenants contained in the term loan and credit facility. As of September 30, 2014, the Company had not drawn upon the revolving credit facility. | ||||||||
Prior to entering into the Company's new credit facility, the Company maintained a revolving credit facility which had a maturity of June 2018 and permitted the Company to borrow up to $475.0 million at an interest rate equal to either the base rate plus 0.25% to 1.00% or LIBOR plus 1.25% to 2.00%, or a combination thereof. On July 3, 2014, the Company utilized proceeds received from its common and preferred stock offerings to repay its outstanding obligation under the existing revolving credit facility. As a result of the early termination, the Company recognized approximately $4.5 million as debt extinguishment costs in the accompanying statements of operations related to the write-off of net deferred loan costs. | ||||||||
b. Senior Unsecured Notes | ||||||||
2020 Senior Unsecured Notes | ||||||||
On November 20, 2012, the Company completed a private offering of $250.0 million 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 “Securities Act”). 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 September 30, 2014. | ||||||||
2022 Senior Unsecured Notes | ||||||||
On July 16, 2014, the Company completed a private offering of $1.1 billion aggregate principal amount of 5.625% senior unsecured notes due 2022 (the “2022 Senior Unsecured Notes”). 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 its mandatory preferred stock. The Company was in compliance with the covenants contained in the indenture relating to the 2022 Senior Unsecured Notes at September 30, 2014. | ||||||||
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 and complete an offer to exchange the outstanding 2022 Senior Unsecured Notes for an equal amount of such notes that have been registered under the Securities Act within 270 days from the date of the agreement. If the exchange offer is not completed 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. | ||||||||
c. Senior Secured Notes | ||||||||
On May 28, 2010, the Company issued $75.0 million principal amount of senior secured notes (the “Senior Secured Notes”) pursuant to a note purchase agreement. The Senior Secured Notes had a maturity date of 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. Principal payments on the Senior Secured Notes did not begin until August 2013. On July 3, 2014, the Company redeemed the Senior Secured Notes utilizing proceeds received from its common and preferred stock offerings. As a result of the early extinguishment, the Company paid an early termination fee of approximately $12.3 million to the holders of the Senior Secured Notes, which is recognized as a component of debt extinguishment costs in the accompanying statements of operations. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 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 September 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 $16.8 million and $13.3 million, 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 September 30, 2014. | |
Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. At September 30, 2014, the Company had $3.5 million of restricted marketable securities which are certificates of deposit with maturities less than 90 days which approximate fair value. The fair value of fixed rate long-term debt, with a carrying value of $1,378.7 million, was $1,362.0 million at September 30, 2014. The fair value of variable rate long-term debt approximates its carrying value of $870.0 million at September 30, 2014. With the exception of the Company’s 2020 and 2022 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 and 2022 Senior Unsecured Notes (Level 1) is determined based on quoted prices in an active market. |
Shareholders_Equity
Shareholders' Equity | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||
Shareholders' Equity | ' | |||||||||||||||||||||
Shareholders’ Equity | ||||||||||||||||||||||
a. Common Stock | ||||||||||||||||||||||
On July 2, 2014, the Company issued 9,775,000 shares of its common stock in a public offering, at $45.00 per share, prior to underwriting discounts, commissions and other related offering expenses of approximately $18.5 million. Proceeds from the issuance were used to satisfy certain debt obligations with the remaining amount utilized to fund a portion of the Sheridan acquisition. In addition, on July 16, 2014, the Company issued 5,713,909 shares of its common stock directly to the former owners of Sheridan as part of the total consideration for the Sheridan acquisition. | ||||||||||||||||||||||
In connection with the Sheridan 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 Sheridan transaction. 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 Sheridan transaction. 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 $100.0 million 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 $50.0 million or (ii) all remaining registrable securities then held by certain holders of registrable securities. The Company is not obligated to effect more than three demand registrations in a 360 day period (whether marketed or not) or more than one demand registration in any 90 day 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. | ||||||||||||||||||||||
On October 22, 2014, pursuant to a request under the Equity Registration Rights Agreement, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission to register the common stock to certain of the former owners of Sheridan. | ||||||||||||||||||||||
On April 24, 2012, the Board of Directors authorized a stock purchase program for up to $40.0 million 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 $40.0 million of the Company’s shares of common stock to be purchased through February 9, 2015. As of September 30, 2014, there was approximately $27.1 million available under the stock repurchase program. | ||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company did not purchase any shares under the stock repurchase program. During the nine months ended September 30, 2013, the Company purchased 920,851 shares of the Company’s common stock for approximately $32.2 million, at an average price of $34.91 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 nine months ended September 30, 2014 and 2013, the Company repurchased 68,748 shares and 102,252 shares, respectively, of common stock for approximately $2.9 million and $3.3 million, respectively. | ||||||||||||||||||||||
b. Mandatory Convertible Preferred Stock | ||||||||||||||||||||||
On July 2, 2014, the Company issued 1,725,000 shares of its mandatory convertible preferred stock in a public offering, at $100.00 per share, prior to underwriting discounts, commissions and other related offering expenses of approximately $5.9 million. | ||||||||||||||||||||||
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. 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 the Company's 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). | ||||||||||||||||||||||
On August 29, 2014, the Company's Board of Directors declared its first dividend of $1.2979 per share in cash, or $2.2 million, for the Company’s 5.25% Mandatory Convertible Preferred Stock. As of September 30, 2014, the dividend was funded to the paying agent to shareholders of record as of September 15, 2014. Subsequent quarterly dividends, to the extent lawful and declared by the Company’s Board of Directors, will be $1.3125 per share of Mandatory Convertible Preferred Stock. | ||||||||||||||||||||||
c. 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 the 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 September 30, 2014, 1,200,000 shares were authorized for grant under the 2014 Equity and Incentive Plan and 1,132,862 shares were available for future equity grants. Restricted stock granted to outside directors vests over a one year period. Restricted stock granted to employees vests over four years in three equal installments beginning on the second anniversary of 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 nine months ended September 30, 2014 and 2013 was as follows (in thousands): | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Share-based compensation expense | $ | 2,424 | $ | 2,104 | $ | 7,388 | $ | 6,070 | ||||||||||||||
Fair value of shares vested | 123 | 1,242 | 10,481 | 11,743 | ||||||||||||||||||
Cash received from option exercises | 504 | 9,561 | 2,150 | 23,289 | ||||||||||||||||||
Tax benefit from option exercises | 198 | 680 | 2,288 | 1,890 | ||||||||||||||||||
As of September 30, 2014, the Company had total unrecognized compensation cost of approximately $10.9 million 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 nine months ended September 30, 2014 and 2013, there were no options that were anti-dilutive. | ||||||||||||||||||||||
A summary of the status of non-vested restricted shares at September 30, 2014 and changes during the nine months ended September 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 | 272,780 | 43.12 | ||||||||||||||||||||
Shares vested | (249,854 | ) | 23.39 | |||||||||||||||||||
Shares forfeited | (12,380 | ) | 38.94 | |||||||||||||||||||
Non-vested shares at September 30, 2014 | 754,415 | $ | 33.38 | |||||||||||||||||||
A summary of stock option activity for the nine months ended September 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 $2.2 million | (89,481 | ) | 24.03 | |||||||||||||||||||
Outstanding, Vested and Exercisable at September 30, 2014 with an aggregate intrinsic value of $4.9 million | 180,983 | $ | 22.73 | 1.8 | ||||||||||||||||||
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 September 30, 2014 exercised their options at the Company’s closing stock price on September 30, 2014. | ||||||||||||||||||||||
d. Earnings per Share | ||||||||||||||||||||||
Basic net earnings (loss) attributable to AmSurg Corp. common stockholders, per common share, excludes dilution and is computed by dividing net earnings (loss) attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) attributable to AmSurg common stockholders, per common share is computed by dividing net earnings (loss) attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards as determined under the treasury stock method and (2) upon conversion of the Company's 5.250% Mandatory Convertible Preferred Stock as determined under the if-converted method. For purposes of calculating diluted earnings per share, preferred stock dividends have been subtracted from both net earnings (loss) from continuing operations attributable to AmSurg Corp. and net earnings (loss) attributable to AmSurg Corp. common shareholders in periods in which utilizing the if-converted method would be anti-dilutive. For the three and nine months ended September 30, 2014, 3.4 million common share equivalents related to the Mandatory Convertible Preferred Stock were anti-dilutive and therefore are excluded from the dilutive weighted average number of shares outstanding. | ||||||||||||||||||||||
The following is a reconciliation of the numerator and denominators of basic and diluted earnings (loss) per share (in thousands, except per share amounts): | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
Earnings | Shares | Per Share | Earnings | Shares | Per Share | |||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||
2014:00:00 | ||||||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | (10,704 | ) | 46,320 | $ | (0.23 | ) | $ | 25,569 | 36,620 | $ | 0.7 | ||||||||||
Effect of dilutive securities options and non-vested shares | — | — | — | 406 | ||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | (10,704 | ) | 46,320 | $ | (0.23 | ) | $ | 25,569 | 37,026 | $ | 0.69 | ||||||||||
2013:00:00 | ||||||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 16,659 | 31,376 | $ | 0.53 | $ | 52,192 | 31,267 | $ | 1.67 | ||||||||||||
Effect of dilutive securities options and non-vested shares | — | 615 | — | 645 | ||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 16,659 | 31,991 | $ | 0.52 | $ | 52,192 | 31,912 | $ | 1.64 | ||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 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's effective tax rate during the nine months ended September 30, 2014 was 13.4% of earnings from continuing operations before income taxes. This differs from the federal statutory income tax rate of 35.0% primarily due to the exclusion of the noncontrolling interests’ share of pre-tax earnings, the impact of state income taxes and the non-deductibility for tax purposes of certain transaction costs resulting from the Sheridan transaction. | |
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 operations. 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 2011. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments And Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
From time to time the Company is named as a party to legal claims and proceedings in the ordinary course of business. The Company's management is not aware of any claims or proceedings that are expected to have a material adverse impact on the Company's consolidated financial condition, results of operations or cash flows. | |
Insurance Programs | |
Given the nature of the services provided, the Company and its subsidiaries are subject to professional and general liability claims and related lawsuits in the ordinary course of business. The Company maintains professional insurance with third-party insurers generally on a claims-made basis, subject to self-insured retentions, exclusions and other restrictions. A substantial portion of the professional liability loss risks are being provided by a third-party insurer subject to a self-insured retention which is transferred and funded to a captive insurance company. In addition, the captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the captive are consolidated in the accompanying consolidated financial statements. The liabilities for self-insurance in the accompanying consolidated balance sheets include estimates of the ultimate costs related to both reported claims on an individual and aggregate basis and unreported claims. The Company also obtains professional liability insurance on a claims-made basis from third party insurers for its surgery centers and certain of its owned practices and employed physicians. | |
The Company’s reserves for professional liability claims within the self-insured retention are based upon periodic actuarial calculations. These actuarial estimates consider historical claims frequency and severity, loss development patterns and other actuarial assumptions and are not discounted to present value. | |
The Company also maintains insurance for 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. | |
Redeemable Noncontrolling Interests | |
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 September 30, 2014. 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. | |
Corporate Headquarters Operating Lease | |
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 $2.3 million 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 $4.4 million for certain interior tenant improvements. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting | ||||||||||||||||
Prior to the Sheridan acquisition, the Company operated its centers as individual components and as one reportable segment. Upon completion of the Sheridan acquisition, the Company operates in primarily two major lines of business - the operation of ambulatory surgery centers and providing multi-specialty outsourced physician services. | ||||||||||||||||
The Company's ambulatory surgery centers represent individual components that have similar economic characteristics and are aggregated into a single operating segment which the Company refers to as its ambulatory services segment. The Company operates the ambulatory services segment as one reportable business segment, the ownership and operation of ambulatory surgery centers. | ||||||||||||||||
The Company provides physician services in the following specialties; anesthesia, children’s services, radiology, and emergency medicine services. These specialties are components of the physician services segment which provide healthcare services to hospitals and ambulatory surgery facilities on a fee for service or contract basis that aggregate into one reportable segment. The aggregation of these components into one reportable segment is due to their similar economic characteristics, services and customers. | ||||||||||||||||
The Company’s operating segment financial information is prepared on an internal management reporting basis that the chief operating decision maker uses to allocate resources and analyze the performance of the operating segments. The chief operating decision maker for the Company is its Chief Executive Officer. | ||||||||||||||||
The following table presents financial information for each reportable segment (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Revenue: | ||||||||||||||||
Ambulatory Services | $ | 277,302 | $ | 263,035 | $ | 816,942 | $ | 780,714 | ||||||||
Physician Services | 225,931 | — | 225,931 | — | ||||||||||||
Total | $ | 503,233 | $ | 263,035 | $ | 1,042,873 | $ | 780,714 | ||||||||
Adjusted Segment EBITDA: | ||||||||||||||||
Ambulatory Services | $ | 47,871 | $ | 45,566 | $ | 145,738 | $ | 138,523 | ||||||||
Physician Services | 48,016 | — | 48,016 | — | ||||||||||||
Total | $ | 95,887 | $ | 45,566 | $ | 193,754 | $ | 138,523 | ||||||||
Adjusted Segment EBITDA: | $ | 95,887 | $ | 45,566 | $ | 193,754 | $ | 138,523 | ||||||||
Earnings from continuing operations attributable to noncontrolling interests | 47,570 | 44,869 | 139,318 | 135,247 | ||||||||||||
Interest expense, net | (39,055 | ) | (7,293 | ) | (52,909 | ) | (22,346 | ) | ||||||||
Depreciation and amortization | (20,866 | ) | (8,239 | ) | (37,620 | ) | (24,152 | ) | ||||||||
Share-based compensation | (2,424 | ) | (2,104 | ) | (7,388 | ) | (6,070 | ) | ||||||||
Transaction costs | (25,102 | ) | (110 | ) | (28,681 | ) | (285 | ) | ||||||||
Debt extinguishment costs | (16,887 | ) | — | (16,887 | ) | — | ||||||||||
Gain on deconsolidation | — | — | 3,411 | 2,237 | ||||||||||||
Earnings from continuing operations before income taxes | $ | 39,123 | $ | 72,689 | $ | 192,998 | $ | 223,154 | ||||||||
Acquisition and Capital Expenditures: | ||||||||||||||||
Ambulatory Services (1) | $ | 5,759 | $ | 49,348 | $ | 45,207 | $ | 80,166 | ||||||||
Physician Services | 2,339 | — | 2,339 | — | ||||||||||||
Total | $ | 8,098 | $ | 49,348 | $ | 47,546 | $ | 80,166 | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Assets: | ||||||||||||||||
Ambulatory Services | $ | 2,450,543 | $ | 2,177,944 | ||||||||||||
Physician Services | 2,970,814 | — | ||||||||||||||
Total | $ | 5,421,357 | $ | 2,177,944 | ||||||||||||
-1 | Excludes the purchase price to acquire Sheridan. |
Financial_Information_for_the_
Financial Information for the Company and Its Subsidiaries | 9 Months Ended | ||||||||||||||||||||
Sep. 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 and 2022 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 and 2022 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 - September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 123,829 | $ | 25,270 | $ | 44,982 | $ | — | $ | 194,081 | |||||||||||
Restricted cash and marketable securities | — | — | 30,251 | — | 30,251 | ||||||||||||||||
Accounts receivable, net | — | 118,984 | 110,266 | — | 229,250 | ||||||||||||||||
Supplies inventory | 45 | 451 | 18,564 | — | 19,060 | ||||||||||||||||
Prepaid and other current assets | 46,467 | 68,766 | 12,108 | 978 | 128,319 | ||||||||||||||||
Total current assets | 170,341 | 213,471 | 216,171 | 978 | 600,961 | ||||||||||||||||
Property and equipment, net | 10,294 | 11,412 | 154,190 | — | 175,896 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 3,875,039 | 1,567,902 | — | (5,369,815 | ) | 73,126 | |||||||||||||||
Goodwill | — | 1,469,197 | — | 1,834,621 | 3,303,818 | ||||||||||||||||
Intangible assets, net | 66,349 | 1,192,678 | 2,925 | — | 1,261,952 | ||||||||||||||||
Other assets | 2,831 | 1,780 | 2,991 | (1,998 | ) | 5,604 | |||||||||||||||
Total assets | $ | 4,124,854 | $ | 4,456,440 | $ | 376,277 | $ | (3,536,214 | ) | $ | 5,421,357 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 8,700 | $ | — | $ | 9,668 | $ | — | $ | 18,368 | |||||||||||
Accounts payable | 3,493 | — | 25,148 | (4,188 | ) | 24,453 | |||||||||||||||
Accrued salaries and benefits | 18,677 | 99,198 | 15,175 | — | 133,050 | ||||||||||||||||
Accrued interest | 18,697 | — | 20 | — | 18,717 | ||||||||||||||||
Other accrued liabilities | 5,132 | 45,536 | 9,198 | (662 | ) | 59,204 | |||||||||||||||
Total current liabilities | 54,699 | 144,734 | 59,209 | (4,850 | ) | 253,792 | |||||||||||||||
Long-term debt | 2,209,125 | — | 51,835 | (30,646 | ) | 2,230,314 | |||||||||||||||
Deferred income taxes | 199,194 | 413,903 | — | (1,999 | ) | 611,098 | |||||||||||||||
Other long-term liabilities | 7,160 | 52,862 | 32,044 | — | 92,066 | ||||||||||||||||
Intercompany payable | — | 1,228,157 | — | (1,228,157 | ) | — | |||||||||||||||
Noncontrolling interests – redeemable | — | — | 62,259 | 114,257 | 176,516 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 1,654,676 | 2,594,477 | 129,273 | (2,723,750 | ) | 1,654,676 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | 22,307 | 41,657 | 338,931 | 402,895 | ||||||||||||||||
Total equity | 1,654,676 | 2,616,784 | 170,930 | (2,384,819 | ) | 2,057,571 | |||||||||||||||
Total liabilities and equity | $ | 4,124,854 | $ | 4,456,440 | $ | 376,277 | $ | (3,536,214 | ) | $ | 5,421,357 | ||||||||||
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 | ||||||||||||||||
Prepaid and other current assets | 27,090 | — | 13,971 | (4,362 | ) | 36,699 | |||||||||||||||
Total current assets | 33,833 | — | 181,554 | (4,362 | ) | 211,025 | |||||||||||||||
Property and equipment, net | 6,024 | — | 157,666 | — | 163,690 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 1,484,108 | 1,453,596 | — | (2,922,178 | ) | 15,526 | |||||||||||||||
Goodwill | — | — | — | 1,758,970 | 1,758,970 | ||||||||||||||||
Intangible assets, net | 24,489 | — | 3,378 | — | 27,867 | ||||||||||||||||
Other assets | 866 | — | — | — | 866 | ||||||||||||||||
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 salaries and benefits | 21,115 | — | 11,179 | — | 32,294 | ||||||||||||||||
Accrued interest | 1,847 | — | 38 | — | 1,885 | ||||||||||||||||
Other accrued liabilities | 4,457 | — | 3,293 | (404 | ) | 7,346 | |||||||||||||||
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 Operations - For the Three Months Ended September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 5,551 | $ | 221,013 | $ | 281,472 | $ | (4,803 | ) | $ | 503,233 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 14,961 | 153,653 | 72,094 | (123 | ) | 240,585 | |||||||||||||||
Supply cost | — | 816 | 41,425 | — | 42,241 | ||||||||||||||||
Other operating expenses | 6,424 | 19,127 | 60,661 | (4,680 | ) | 81,532 | |||||||||||||||
Transaction costs | 23,111 | 1,991 | — | — | 25,102 | ||||||||||||||||
Depreciation and amortization | 790 | 12,320 | 7,756 | — | 20,866 | ||||||||||||||||
Total operating expenses | 45,286 | 187,907 | 181,936 | (4,803 | ) | 410,326 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 58,649 | 48,225 | — | (104,716 | ) | 2,158 | |||||||||||||||
Operating income | 18,914 | 81,331 | 99,536 | (104,716 | ) | 95,065 | |||||||||||||||
Interest expense, net | 23,864 | 14,631 | 560 | — | 39,055 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings (loss) from continuing operations before income taxes | (21,837 | ) | 66,700 | 98,976 | (104,716 | ) | 39,123 | ||||||||||||||
Income tax expense (benefit) | (8,442 | ) | 8,051 | 409 | — | 18 | |||||||||||||||
Net earnings (loss) from continuing operations | (13,395 | ) | 58,649 | 98,567 | (104,716 | ) | 39,105 | ||||||||||||||
Net earnings (loss) from discontinued operations | 3,561 | — | (5,243 | ) | — | (1,682 | ) | ||||||||||||||
Net earnings (loss) | (9,834 | ) | 58,649 | 93,324 | (104,716 | ) | 37,423 | ||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 47,257 | — | 47,257 | ||||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. shareholders | (9,834 | ) | 58,649 | 46,067 | (104,716 | ) | (9,834 | ) | |||||||||||||
Preferred stock dividends | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders | $ | (12,073 | ) | $ | 58,649 | $ | 46,067 | $ | (104,716 | ) | $ | (12,073 | ) | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings (loss) from continuing operations, net of income tax | $ | (15,634 | ) | $ | 58,649 | $ | 50,997 | $ | (104,716 | ) | $ | (10,704 | ) | ||||||||
Discontinued operations, net of income tax | 3,561 | — | (4,930 | ) | — | (1,369 | ) | ||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders | $ | (12,073 | ) | $ | 58,649 | $ | 46,067 | $ | (104,716 | ) | $ | (12,073 | ) | ||||||||
Condensed Consolidating Statement of Operations - For the Nine Months Ended September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 18,042 | $ | 221,013 | $ | 818,007 | $ | (14,189 | ) | $ | 1,042,873 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 44,728 | 153,653 | 209,235 | (369 | ) | 407,247 | |||||||||||||||
Supply cost | — | 816 | 120,576 | — | 121,392 | ||||||||||||||||
Other operating expenses | 15,440 | 19,127 | 171,264 | (13,820 | ) | 192,011 | |||||||||||||||
Transaction costs | 26,690 | 1,991 | — | — | 28,681 | ||||||||||||||||
Depreciation and amortization | 2,429 | 12,320 | 22,871 | — | 37,620 | ||||||||||||||||
Total operating expenses | 89,287 | 187,907 | 523,946 | (14,189 | ) | 786,951 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 161,340 | 150,916 | — | (308,795 | ) | 3,461 | |||||||||||||||
Operating income | 93,506 | 187,433 | 294,061 | (312,206 | ) | 262,794 | |||||||||||||||
Interest expense, net | 36,658 | 14,630 | 1,621 | — | 52,909 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings from continuing operations before income taxes | 39,961 | 172,803 | 292,440 | (312,206 | ) | 192,998 | |||||||||||||||
Income tax expense | 16,687 | 8,051 | 1,134 | — | 25,872 | ||||||||||||||||
Net earnings from continuing operations | 23,274 | 164,752 | 291,306 | (312,206 | ) | 167,126 | |||||||||||||||
Net earnings (loss) from discontinued operations | 3,048 | — | (4,465 | ) | — | (1,417 | ) | ||||||||||||||
Net earnings | 26,322 | 164,752 | 286,841 | (312,206 | ) | 165,709 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 139,387 | — | 139,387 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. shareholders | 26,322 | 164,752 | 147,454 | (312,206 | ) | 26,322 | |||||||||||||||
Preferred stock dividends | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 24,083 | $ | 164,752 | $ | 147,454 | $ | (312,206 | ) | $ | 24,083 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 21,035 | $ | 164,752 | $ | 151,988 | $ | (312,206 | ) | $ | 25,569 | ||||||||||
Discontinued operations, net of income tax | 3,048 | — | (4,534 | ) | — | (1,486 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 24,083 | $ | 164,752 | $ | 147,454 | $ | (312,206 | ) | $ | 24,083 | ||||||||||
Condensed Consolidating Statement of Operations - For the Three Months Ended September 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 6,273 | $ | — | $ | 261,043 | $ | (4,281 | ) | $ | 263,035 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 16,087 | — | 67,447 | (118 | ) | 83,416 | |||||||||||||||
Supply cost | — | — | 37,360 | — | 37,360 | ||||||||||||||||
Other operating expenses | 5,427 | — | 53,759 | (4,163 | ) | 55,023 | |||||||||||||||
Transaction costs | 110 | — | — | — | 110 | ||||||||||||||||
Depreciation and amortization | 847 | — | 7,392 | — | 8,239 | ||||||||||||||||
Total operating expenses | 22,471 | — | 165,958 | (4,281 | ) | 184,148 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 50,969 | 50,969 | — | (100,843 | ) | 1,095 | |||||||||||||||
Operating income | 34,771 | 50,969 | 95,085 | (100,843 | ) | 79,982 | |||||||||||||||
Interest expense | 6,711 | — | 582 | — | 7,293 | ||||||||||||||||
Earnings from continuing operations before income taxes | 28,060 | 50,969 | 94,503 | (100,843 | ) | 72,689 | |||||||||||||||
Income tax expense | 10,747 | — | 414 | — | 11,161 | ||||||||||||||||
Net earnings from continuing operations | 17,313 | 50,969 | 94,089 | (100,843 | ) | 61,528 | |||||||||||||||
Net earnings (loss) from discontinued operations | (542 | ) | — | 1,281 | — | 739 | |||||||||||||||
Net earnings | 16,771 | 50,969 | 95,370 | (100,843 | ) | 62,267 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 45,496 | — | 45,496 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 16,771 | $ | 50,969 | $ | 49,874 | $ | (100,843 | ) | $ | 16,771 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 17,313 | $ | 50,969 | $ | 49,220 | $ | (100,843 | ) | $ | 16,659 | ||||||||||
Discontinued operations, net of income tax | (542 | ) | — | 654 | — | 112 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 16,771 | $ | 50,969 | $ | 49,874 | $ | (100,843 | ) | $ | 16,771 | ||||||||||
Condensed Consolidating Statement of Operations - For the Nine Months Ended September 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 17,449 | $ | — | $ | 776,137 | $ | (12,872 | ) | $ | 780,714 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 45,940 | — | 197,995 | (348 | ) | 243,587 | |||||||||||||||
Supply cost | — | — | 112,329 | — | 112,329 | ||||||||||||||||
Other operating expenses | 15,483 | — | 156,332 | (12,524 | ) | 159,291 | |||||||||||||||
Transaction costs | 285 | — | — | — | 285 | ||||||||||||||||
Depreciation and amortization | 2,379 | — | 21,773 | — | 24,152 | ||||||||||||||||
Total operating expenses | 64,087 | — | 488,429 | (12,872 | ) | 539,644 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 153,850 | 153,850 | — | (305,507 | ) | 2,193 | |||||||||||||||
Operating income | 109,449 | 156,087 | 287,708 | (307,744 | ) | 245,500 | |||||||||||||||
Interest expense | 20,661 | — | 1,685 | — | 22,346 | ||||||||||||||||
Earnings from continuing operations before income taxes | 88,788 | 156,087 | 286,023 | (307,744 | ) | 223,154 | |||||||||||||||
Income tax expense | 34,532 | — | 1,183 | — | 35,715 | ||||||||||||||||
Net earnings from continuing operations | 54,256 | 156,087 | 284,840 | (307,744 | ) | 187,439 | |||||||||||||||
Net earnings (loss) from discontinued operations | (1,111 | ) | — | 4,048 | — | 2,937 | |||||||||||||||
Net earnings | 53,145 | 156,087 | 288,888 | (307,744 | ) | 190,376 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 137,231 | — | 137,231 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 53,145 | $ | 156,087 | $ | 151,657 | $ | (307,744 | ) | $ | 53,145 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 54,256 | $ | 156,087 | $ | 149,593 | $ | (307,744 | ) | $ | 52,192 | ||||||||||
Discontinued operations, net of income tax | (1,111 | ) | — | 2,064 | — | 953 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 53,145 | $ | 156,087 | $ | 151,657 | $ | (307,744 | ) | $ | 53,145 | ||||||||||
Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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 | $ | 103,091 | $ | 225,098 | $ | 309,033 | $ | (361,171 | ) | $ | 276,051 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (2,147,585 | ) | (2,142,611 | ) | 1,574 | 2,149,974 | (2,138,648 | ) | |||||||||||||
Acquisition of property and equipment | (3,653 | ) | (2,337 | ) | (17,119 | ) | — | (23,109 | ) | ||||||||||||
Proceeds from sale of interests in surgery centers | — | 4,969 | — | — | 4,969 | ||||||||||||||||
Purchases of marketable securities | — | — | (3,486 | ) | — | (3,486 | ) | ||||||||||||||
Other | (2,555 | ) | (648 | ) | 5,285 | — | 2,082 | ||||||||||||||
Net cash flows used in investing activities | (2,153,793 | ) | (2,140,627 | ) | (13,746 | ) | 2,149,974 | (2,158,192 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 2,040,000 | — | 6,399 | — | 2,046,399 | ||||||||||||||||
Repayment on long-term borrowings | (394,318 | ) | — | (8,725 | ) | — | (403,043 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (206,580 | ) | (294,034 | ) | 361,171 | (139,443 | ) | |||||||||||||
Capital contributions | — | 2,147,585 | — | (2,147,585 | ) | — | |||||||||||||||
Proceeds from preferred stock offering | 172,500 | — | — | — | 172,500 | ||||||||||||||||
Cash dividends for preferred shares | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Proceeds from common stock offering | 439,875 | — | — | — | 439,875 | ||||||||||||||||
Payments of equity issuance costs | (24,366 | ) | — | — | — | (24,366 | ) | ||||||||||||||
Financing cost incurred | (65,673 | ) | — | — | — | (65,673 | ) | ||||||||||||||
Changes in intercompany balances with affiliates, net | 731 | — | (731 | ) | — | — | |||||||||||||||
Other financing activities, net | 1,311 | (206 | ) | 2,656 | (2,389 | ) | 1,372 | ||||||||||||||
Net cash flows provided by (used in) financing activities | 2,167,821 | 1,940,799 | (294,435 | ) | (1,788,803 | ) | 2,025,382 | ||||||||||||||
Net increase in cash and cash equivalents | 117,119 | 25,270 | 852 | — | 143,241 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 123,829 | $ | 25,270 | $ | 44,982 | $ | — | $ | 194,081 | |||||||||||
Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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 | $ | 29,083 | $ | 153,382 | $ | 314,172 | $ | (247,704 | ) | $ | 248,933 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | — | (59,899 | ) | — | 444 | (59,455 | ) | ||||||||||||||
Acquisition of property and equipment | (3,264 | ) | — | (17,447 | ) | — | (20,711 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 151 | — | — | 151 | ||||||||||||||||
Other | 107 | — | — | — | 107 | ||||||||||||||||
Net cash flows used in investing activities | (3,157 | ) | (59,748 | ) | (17,447 | ) | 444 | (79,908 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 122,200 | — | 7,235 | — | 129,435 | ||||||||||||||||
Repayment on long-term borrowings | (141,403 | ) | — | (10,273 | ) | — | (151,676 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (94,322 | ) | (290,463 | ) | 247,704 | (137,081 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 1,899 | — | (1,899 | ) | — | — | |||||||||||||||
Other financing activities, net | (11,620 | ) | 688 | 778 | (444 | ) | (10,598 | ) | |||||||||||||
Net cash flows used in financing activities | (28,924 | ) | (93,634 | ) | (294,622 | ) | 247,260 | (169,920 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,998 | ) | — | 2,103 | — | (895 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 4,261 | $ | — | $ | 41,242 | $ | — | $ | 45,503 | |||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
The Company assessed events occurring subsequent to September 30, 2014 for potential recognition and disclosure in the consolidated financial statements. In November 2014, the Company, through a wholly-owned subsidiary, acquired a majority interest in a surgery center for a purchase price of approximately $13.5 million and acquired two physician practices for an aggregate purchase price of approximately $19.0 million. Other than the items described above, no events have occurred that would require adjustment to or disclosure in the consolidated financial statements. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
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. | |
Ambulatory Services | |
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 (“ASCs” or “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 ten LPs and LLCs, one of which it consolidates as the Company has substantive participation rights and nine 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 consolidated statements of operations; 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. | |
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. | |
Physician Services | |
On July 16, 2014, the Company completed its acquisition of Sheridan Healthcare (“Sheridan”). Sheridan is a national provider of multi-specialty physician and administrative services to hospitals, ambulatory surgery centers and other healthcare facilities. Sheridan focuses on delivering comprehensive physician services, primarily in the areas of anesthesiology, children's services, radiology and emergency medicine to healthcare facilities. Through its contracts with healthcare facilities, Sheridan is authorized to bill and collect charges for fee for service medical services rendered by its healthcare professionals and employees in exchange for the provision of services to the patients of these facilities. Contract revenue is earned directly from hospital customers through a variety of payment arrangements that are established when payments from third-party payors are inadequate to support the costs of providing the services required under the contract. Sheridan also provides physician services and manages office-based practices in the areas of gynecology, obstetrics and perinatology. The interim consolidated financial statements include the accounts of Sheridan and its wholly-owned subsidiaries along with the accounts of affiliated professional corporations (“PCs”) with which Sheridan currently has management arrangements. Sheridan's agreements with these PCs provide that the term of the arrangements is permanent, subject only to termination by the Company, except in the case of gross negligence, fraud or bankruptcy of the Company. These arrangements are captive in nature as a majority of the outstanding voting equity instruments of the PCs are owned by nominee shareholders appointed at the sole discretion of the Company. The Company has a contractual right to transfer the ownership of the PCs at any time to any person it designates as the nominee shareholder. The Company has the right to receive income, both as ongoing fees and as proceeds from the sale of its interest in the PCs, in an amount that fluctuates based on the performance of the PCs and the change in the fair value of the Company’s interest in the PCs. The Company has exclusive responsibility for the provision of all non-medical services required for the day-to-day operation and management of the PCs and establishes the guidelines for the employment and compensation of the physicians and other employees of the PCs. In addition, the agreements provide that the Company has the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of the PCs for a nominal amount. Separately, in its sole discretion, the Company has the right to assign its interest in the management and purchase agreements. Based upon the provisions of these agreements, the Company has determined that the PCs are variable interest entities and that the Company is the primary beneficiary as defined in the accounting guidance for consolidation. | |
Restricted Cash | ' |
Restricted Cash | |
As of September 30, 2014 the Company had $30.3 million of restricted cash and marketable securities in the accompanying consolidated balance sheets which is restricted for the purpose of satisfying the obligations of the Company's wholly-owned captive insurance company. | |
Reclassifications | ' |
Reclassifications | |
Certain amounts in the consolidated financial statements and these notes have been reclassified to conform to the current period presentation. Such reclassifications primarily result from the acquisition of Sheridan and the impact of additional discontinued operations as further discussed in note 7. | |
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 entities due to management’s assessment of the Company’s strategy in the market and due to limited growth opportunities at those entities. 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 replace 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. | |
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. | |
Revenue Recognition | ' |
Ambulatory Services | |
Ambulatory services 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 ambulatory services 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 nine months ended September 30, 2014 and 2013, the Company derived approximately 25% of its ambulatory services 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. | |
Physician Services | |
Physician services revenue primarily consists of fee for service revenue and contract revenue and is derived principally from the provision of physician services to patients of the healthcare facilities the Company serves. Contract revenue represents income earned from the Company's hospital customers to subsidize contract costs when payments from third-party payors are inadequate to support such costs. | |
The Company records revenue at the time services are provided, net of a contractual allowance and a provision for uncollectibles. Revenue less the contractual allowance represents the net revenue expected to be collected from third-party payors (including managed care, commercial and governmental payors such as Medicare and Medicaid) and patients insured by these payors. | |
The Company also recognizes revenue for services provided during the period but are not yet billed. Expected collections are estimated based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patients’ healthcare plan, mandated payment rates under the Medicare and Medicaid programs, and historical cash collections. | |
The Company's provision for uncollectibles includes its estimate of uncollectible balances due from uninsured patients, uncollectible co-pay and deductible balances due from insured patients and special charges, if any, for uncollectible balances due from managed care, commercial and governmental payors. The Company records net revenue from uninsured patients at its estimated realizable value, which includes a provision for uncollectible balances, based on historical cash collections (net of recoveries) | |
Accounts Receivable | ' |
The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual discounts and uncollectible amounts. Some of the factors considered by management in determining the amount of such allowances are the historical trends of cash collections, contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors, changes in payor mix and procedure statistics. Actual collections of accounts receivable in subsequent periods may require changes in the estimated contractual allowance and provision for uncollectibles. The Company tests its allowance for doubtful accounts policy quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous 12-month period to estimate the allowance for doubtful accounts at a point in time. The Company also supplements its analysis by comparing cash collections to net patient revenues and monitoring self-pay utilization. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by the Company’s billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Changes in these estimates are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimate may result from unforeseen write-offs of patient or third party accounts receivable, unsuccessful disputes with managed care payors, adverse macro-economic conditions which limit patients’ ability to meet their financial obligations for the care provided by physicians, or broad changes to government regulations that adversely impact reimbursement rates for services provided by the Company. Significant changes in payor mix, business office operations, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on the Company’s estimates and significantly affect its results of operations and cash flows. | |
Acquisitions | ' |
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. | |
Investments in Unconsolidated Affiliates | ' |
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 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 operations. 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. | |
Earnings per Share | ' |
Basic net earnings (loss) attributable to AmSurg Corp. common stockholders, per common share, excludes dilution and is computed by dividing net earnings (loss) attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) attributable to AmSurg common stockholders, per common share is computed by dividing net earnings (loss) attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1) upon the vesting of restricted stock awards as determined under the treasury stock method and (2) upon conversion of the Company's 5.250% Mandatory Convertible Preferred Stock as determined under the if-converted method. For purposes of calculating diluted earnings per share, preferred stock dividends have been subtracted from both net earnings (loss) from continuing operations attributable to AmSurg Corp. and net earnings (loss) attributable to AmSurg Corp. common shareholders in periods in which utilizing the if-converted method would be anti-dilutive. | |
Income Taxes | ' |
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 operations. The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months. | |
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. | |
Insurance Programs | ' |
Insurance Programs | |
Given the nature of the services provided, the Company and its subsidiaries are subject to professional and general liability claims and related lawsuits in the ordinary course of business. The Company maintains professional insurance with third-party insurers generally on a claims-made basis, subject to self-insured retentions, exclusions and other restrictions. A substantial portion of the professional liability loss risks are being provided by a third-party insurer subject to a self-insured retention which is transferred and funded to a captive insurance company. In addition, the captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the captive are consolidated in the accompanying consolidated financial statements. The liabilities for self-insurance in the accompanying consolidated balance sheets include estimates of the ultimate costs related to both reported claims on an individual and aggregate basis and unreported claims. The Company also obtains professional liability insurance on a claims-made basis from third party insurers for its surgery centers and certain of its owned practices and employed physicians. | |
Segments | ' |
Prior to the Sheridan acquisition, the Company operated its centers as individual components and as one reportable segment. Upon completion of the Sheridan acquisition, the Company operates in primarily two major lines of business - the operation of ambulatory surgery centers and providing multi-specialty outsourced physician services. | |
The Company's ambulatory surgery centers represent individual components that have similar economic characteristics and are aggregated into a single operating segment which the Company refers to as its ambulatory services segment. The Company operates the ambulatory services segment as one reportable business segment, the ownership and operation of ambulatory surgery centers. | |
The Company provides physician services in the following specialties; anesthesia, children’s services, radiology, and emergency medicine services. These specialties are components of the physician services segment which provide healthcare services to hospitals and ambulatory surgery facilities on a fee for service or contract basis that aggregate into one reportable segment. The aggregation of these components into one reportable segment is due to their similar economic characteristics, services and customers. | |
The Company’s operating segment financial information is prepared on an internal management reporting basis that the chief operating decision maker uses to allocate resources and analyze the performance of the operating segments. The chief operating decision maker for the Company is its Chief Executive Officer. |
Revenue_Recognition_Tables
Revenue Recognition (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Revenue Recognition [Abstract] | ' | ||||||
Schedule of Revenue and Fees by Segment and Major Payors | ' | ||||||
Net fee for service revenue for the physician services segment consists of the following major payors (in thousands): | |||||||
July 16, 2014 - September 30, 2014 (1) | |||||||
Medicare | $ | 29,163 | 12.9 | % | |||
Medicaid | 13,217 | 5.9 | |||||
Commercial and managed care | 166,340 | 73.6 | |||||
Self-pay | 45,233 | 20 | |||||
Net fee for service revenue | 253,953 | 112.4 | |||||
Contract and other revenue | 25,171 | 11.1 | |||||
Provision for uncollectibles | (53,193 | ) | (23.5 | ) | |||
Net revenue for physician services | $ | 225,931 | 100 | % | |||
-1 | Net revenue by payor is from the period July 16, 2014, the date of the acquisition, through September 30, 2014. As such, historical amounts are not included. |
Prepaid_and_Other_Current_Asse1
Prepaid and Other Current Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Schedule of Prepaid and Other Current Assets | ' | |||||||
The following table presents a summary of items comprising prepaid and other current assets in the accompanying consolidated balance sheets as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Income taxes receivable | $ | 45,572 | $ | — | ||||
Deferred income taxes | 25,858 | 3,097 | ||||||
Prepaid expenses | 18,335 | 12,730 | ||||||
Other | 38,554 | 20,872 | ||||||
Total prepaid and other current assets | $ | 128,319 | $ | 36,699 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||
Sep. 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 acquisitions completed in the nine months ended September 30, 2014 and 2013, including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan (1) | Acquisitions | Acquisitions | ||||||||||
Accounts receivable | $ | 129,234 | $ | 1,023 | $ | 3,082 | ||||||
Other current assets | 110,335 | 892 | 1,801 | |||||||||
Property and equipment | 14,258 | 2,481 | 5,357 | |||||||||
Goodwill | 1,512,663 | 44,374 | 91,545 | |||||||||
Intangible assets | 1,200,028 | — | — | |||||||||
Other long-term assets | 50,533 | — | — | |||||||||
Accounts payable | (5,776 | ) | (2,341 | ) | (1,482 | ) | ||||||
Other accrued liabilities | (117,159 | ) | (527 | ) | (416 | ) | ||||||
Deferred income taxes | (411,881 | ) | — | — | ||||||||
Other long-term liabilities | (72,623 | ) | — | — | ||||||||
Long-term debt | — | (214 | ) | (2,561 | ) | |||||||
Total fair value | 2,409,612 | 45,688 | 97,326 | |||||||||
Less: Fair value attributable to noncontrolling interests | 23,361 | 21,251 | 38,123 | |||||||||
Acquisition date fair value of total consideration transferred | $ | 2,386,251 | $ | 24,437 | $ | 59,203 | ||||||
-1 | The allocation of fair value of acquired assets and liabilities associated with the Sheridan acquisition is preliminary at September 30, 2014. | |||||||||||
Revenues And Net Earnings Associated With Acquisitions | ' | |||||||||||
Revenues and net earnings included in the nine months ended September 30, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan | Acquisitions | Acquisitions | ||||||||||
Net revenues | $ | 226,545 | $ | 9,925 | $ | 6,422 | ||||||
Net earnings | 19,684 | 2,293 | 1,922 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 164 | 1,412 | 1,081 | |||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 19,520 | $ | 881 | $ | 841 | ||||||
Consolidated Pro Forma Results Of Acquisition | ' | |||||||||||
The unaudited consolidated pro forma results for the nine months ended September 30, 2014 and 2013, assuming all acquisitions completed prior to September 30, 2014 had been consummated on January 1, 2013, all 2013 acquisitions had been consummated on January 1, 2012 and exclude nonrecurring items, such as transaction costs and debt extinguishment costs, that are directly attributable to the acquisitions and that are not expected to have a continuing impact, are as follows (in thousands): | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 1,617,342 | $ | 1,611,110 | ||||||||
Net earnings | 204,675 | 195,624 | ||||||||||
Amounts attributable to AmSurg Corp. shareholders: | ||||||||||||
Net earnings | 62,914 | 51,613 | ||||||||||
Net earnings per common share: | ||||||||||||
Basic | $ | 1.2 | $ | 0.96 | ||||||||
Diluted | $ | 1.18 | $ | 0.95 | ||||||||
Dispositions_Tables
Dispositions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Results Of Operations Of Centers Discontinued | ' | |||||||||||||||
Results of operations and associated gain (loss) on disposal of the centers discontinued for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | 394 | $ | 5,198 | $ | 6,014 | $ | 16,923 | ||||||||
Earnings (loss) before income taxes | (323 | ) | 1,280 | 457 | 4,056 | |||||||||||
Results of discontinued operations, net of tax: | ||||||||||||||||
Earnings (loss) from operations of discontinued interests in surgery centers | (257 | ) | 1,017 | 363 | 3,215 | |||||||||||
Loss on disposal of discontinued interests in surgery centers | (1,425 | ) | (278 | ) | (1,780 | ) | (278 | ) | ||||||||
Net earnings (loss) from discontinued operations | (1,682 | ) | 739 | (1,417 | ) | 2,937 | ||||||||||
Less: Net earnings (loss) from discontinued operations attributable to noncontrolling interests | (313 | ) | 627 | 69 | 1,984 | |||||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. | $ | (1,369 | ) | $ | 112 | $ | (1,486 | ) | $ | 953 | ||||||
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Changes In Carrying Amount Of Goodwill | ' | |||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2014 are as follows (in thousands): | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,758,970 | ||||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 1,557,032 | |||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (12,184 | ) | ||||||||||||||||||||||
Balance at September 30, 2014 | $ | 3,303,818 | ||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | ' | |||||||||||||||||||||||
Intangible assets at September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Customer relationships with hospitals | $ | 957,000 | $ | (9,969 | ) | $ | 947,031 | $ | — | $ | — | $ | — | |||||||||||
Deferred financing cost | 59,441 | (3,086 | ) | 56,355 | 15,814 | (4,953 | ) | 10,861 | ||||||||||||||||
Capitalized software | 37,519 | (17,716 | ) | 19,803 | 21,036 | (14,831 | ) | 6,205 | ||||||||||||||||
Agreements, contracts and other | 3,448 | (2,680 | ) | 768 | 3,448 | (2,472 | ) | 976 | ||||||||||||||||
Total amortizable intangible assets | 1,057,408 | (33,451 | ) | 1,023,957 | 40,298 | (22,256 | ) | 18,042 | ||||||||||||||||
Non-amortizable intangible assets: | ||||||||||||||||||||||||
Trade name | 228,000 | — | 228,000 | — | — | — | ||||||||||||||||||
Restrictive covenant arrangements | 9,995 | — | 9,995 | 9,825 | — | 9,825 | ||||||||||||||||||
Total non-amortizable intangible assets | 237,995 | — | 237,995 | 9,825 | — | 9,825 | ||||||||||||||||||
Total intangible assets | $ | 1,295,403 | $ | (33,451 | ) | $ | 1,261,952 | $ | 50,123 | $ | (22,256 | ) | $ | 27,867 | ||||||||||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Schedule of Other Accrued Liabilities | ' | |||||||
The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Refunds payable | $ | 15,946 | $ | — | ||||
Accrued professional liabilities | 15,601 | 3,189 | ||||||
Other | 27,657 | 4,157 | ||||||
Total other accrued liabilities | $ | 59,204 | $ | 7,346 | ||||
Accrued_Professional_Liabiliti1
Accrued Professional Liabilities (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Payables and Accruals [Abstract] | ' | |||
Schedule of Accrued Professional Liabilities | ' | |||
At September 30, 2014, the Company had total accrued professional liabilities of $64.5 million, which are included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheets and consisted of the following (in thousands): | ||||
September 30, | ||||
2014 | ||||
Estimated losses under self-insured programs | $ | 25,700 | ||
Incurred but not reported losses | 38,780 | |||
Total accrued professional liabilities | 64,480 | |||
Less estimated losses payable within one year | 15,601 | |||
Total | $ | 48,879 | ||
Schedule of Self Insurance Reserve Roll Forward | ' | |||
The changes to the Company's estimated losses under self-insured programs as of September 30, 2014 were as follows (in thousands): | ||||
Balance at December 31, 2013 | $ | 3,189 | ||
Assumed liabilities through acquisitions | 65,430 | |||
Provision related to current period reserves | 2,769 | |||
Payments for current period reserves | (1,377 | ) | ||
Payments for prior period reserves | (3,332 | ) | ||
Other, net | (2,199 | ) | ||
Balance at September 30, 2014 | $ | 64,480 | ||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Components Of Long-Term Debt | ' | |||||||
Long-term debt at September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Revolving credit agreement | $ | — | $ | 252,500 | ||||
Term loan | 867,825 | — | ||||||
5.625% Senior Unsecured Notes due 2020 | 250,000 | 250,000 | ||||||
5.625% Senior Unsecured Notes due 2022 | 1,100,000 | — | ||||||
8.04% Senior Secured Notes due 2020 | — | 69,643 | ||||||
Other debt due through 2025 | 19,915 | 21,149 | ||||||
Capitalized lease arrangements due through 2026 | 10,942 | 10,850 | ||||||
2,248,682 | 604,142 | |||||||
Less current portion | 18,368 | 20,844 | ||||||
Long-term debt | $ | 2,230,314 | $ | 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 July 15 of the years indicated below: | ||||||||
Period | Redemption Price | |||||||
2017 | 104.219 | % | ||||||
2018 | 102.813 | % | ||||||
2019 | 101.406 | % | ||||||
2020 and thereafter | 100 | % | ||||||
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) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||
Share-Based Activity | ' | |||||||||||||||||||||
Other information pertaining to share-based activity during the three and nine months ended September 30, 2014 and 2013 was as follows (in thousands): | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Share-based compensation expense | $ | 2,424 | $ | 2,104 | $ | 7,388 | $ | 6,070 | ||||||||||||||
Fair value of shares vested | 123 | 1,242 | 10,481 | 11,743 | ||||||||||||||||||
Cash received from option exercises | 504 | 9,561 | 2,150 | 23,289 | ||||||||||||||||||
Tax benefit from option exercises | 198 | 680 | 2,288 | 1,890 | ||||||||||||||||||
Schedule Of Changes In Non-Vested Restricted Shares | ' | |||||||||||||||||||||
A summary of the status of non-vested restricted shares at September 30, 2014 and changes during the nine months ended September 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 | 272,780 | 43.12 | ||||||||||||||||||||
Shares vested | (249,854 | ) | 23.39 | |||||||||||||||||||
Shares forfeited | (12,380 | ) | 38.94 | |||||||||||||||||||
Non-vested shares at September 30, 2014 | 754,415 | $ | 33.38 | |||||||||||||||||||
Schedule Of Stock Option Activity | ' | |||||||||||||||||||||
A summary of stock option activity for the nine months ended September 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 $2.2 million | (89,481 | ) | 24.03 | |||||||||||||||||||
Outstanding, Vested and Exercisable at September 30, 2014 with an aggregate intrinsic value of $4.9 million | 180,983 | $ | 22.73 | 1.8 | ||||||||||||||||||
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 (loss) per share (in thousands, except per share amounts): | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
Earnings | Shares | Per Share | Earnings | Shares | Per Share | |||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||
2014:00:00 | ||||||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | (10,704 | ) | 46,320 | $ | (0.23 | ) | $ | 25,569 | 36,620 | $ | 0.7 | ||||||||||
Effect of dilutive securities options and non-vested shares | — | — | — | 406 | ||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | (10,704 | ) | 46,320 | $ | (0.23 | ) | $ | 25,569 | 37,026 | $ | 0.69 | ||||||||||
2013:00:00 | ||||||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 16,659 | 31,376 | $ | 0.53 | $ | 52,192 | 31,267 | $ | 1.67 | ||||||||||||
Effect of dilutive securities options and non-vested shares | — | 615 | — | 645 | ||||||||||||||||||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 16,659 | 31,991 | $ | 0.52 | $ | 52,192 | 31,912 | $ | 1.64 | ||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
The following table presents financial information for each reportable segment (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Revenue: | ||||||||||||||||
Ambulatory Services | $ | 277,302 | $ | 263,035 | $ | 816,942 | $ | 780,714 | ||||||||
Physician Services | 225,931 | — | 225,931 | — | ||||||||||||
Total | $ | 503,233 | $ | 263,035 | $ | 1,042,873 | $ | 780,714 | ||||||||
Adjusted Segment EBITDA: | ||||||||||||||||
Ambulatory Services | $ | 47,871 | $ | 45,566 | $ | 145,738 | $ | 138,523 | ||||||||
Physician Services | 48,016 | — | 48,016 | — | ||||||||||||
Total | $ | 95,887 | $ | 45,566 | $ | 193,754 | $ | 138,523 | ||||||||
Adjusted Segment EBITDA: | $ | 95,887 | $ | 45,566 | $ | 193,754 | $ | 138,523 | ||||||||
Earnings from continuing operations attributable to noncontrolling interests | 47,570 | 44,869 | 139,318 | 135,247 | ||||||||||||
Interest expense, net | (39,055 | ) | (7,293 | ) | (52,909 | ) | (22,346 | ) | ||||||||
Depreciation and amortization | (20,866 | ) | (8,239 | ) | (37,620 | ) | (24,152 | ) | ||||||||
Share-based compensation | (2,424 | ) | (2,104 | ) | (7,388 | ) | (6,070 | ) | ||||||||
Transaction costs | (25,102 | ) | (110 | ) | (28,681 | ) | (285 | ) | ||||||||
Debt extinguishment costs | (16,887 | ) | — | (16,887 | ) | — | ||||||||||
Gain on deconsolidation | — | — | 3,411 | 2,237 | ||||||||||||
Earnings from continuing operations before income taxes | $ | 39,123 | $ | 72,689 | $ | 192,998 | $ | 223,154 | ||||||||
Acquisition and Capital Expenditures: | ||||||||||||||||
Ambulatory Services (1) | $ | 5,759 | $ | 49,348 | $ | 45,207 | $ | 80,166 | ||||||||
Physician Services | 2,339 | — | 2,339 | — | ||||||||||||
Total | $ | 8,098 | $ | 49,348 | $ | 47,546 | $ | 80,166 | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Assets: | ||||||||||||||||
Ambulatory Services | $ | 2,450,543 | $ | 2,177,944 | ||||||||||||
Physician Services | 2,970,814 | — | ||||||||||||||
Total | $ | 5,421,357 | $ | 2,177,944 | ||||||||||||
-1 | Excludes the purchase price to acquire Sheridan. |
Financial_Information_for_the_1
Financial Information for the Company and Its Subsidiaries (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet | ' | ||||||||||||||||||||
Condensed Consolidating Balance Sheet - September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 123,829 | $ | 25,270 | $ | 44,982 | $ | — | $ | 194,081 | |||||||||||
Restricted cash and marketable securities | — | — | 30,251 | — | 30,251 | ||||||||||||||||
Accounts receivable, net | — | 118,984 | 110,266 | — | 229,250 | ||||||||||||||||
Supplies inventory | 45 | 451 | 18,564 | — | 19,060 | ||||||||||||||||
Prepaid and other current assets | 46,467 | 68,766 | 12,108 | 978 | 128,319 | ||||||||||||||||
Total current assets | 170,341 | 213,471 | 216,171 | 978 | 600,961 | ||||||||||||||||
Property and equipment, net | 10,294 | 11,412 | 154,190 | — | 175,896 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 3,875,039 | 1,567,902 | — | (5,369,815 | ) | 73,126 | |||||||||||||||
Goodwill | — | 1,469,197 | — | 1,834,621 | 3,303,818 | ||||||||||||||||
Intangible assets, net | 66,349 | 1,192,678 | 2,925 | — | 1,261,952 | ||||||||||||||||
Other assets | 2,831 | 1,780 | 2,991 | (1,998 | ) | 5,604 | |||||||||||||||
Total assets | $ | 4,124,854 | $ | 4,456,440 | $ | 376,277 | $ | (3,536,214 | ) | $ | 5,421,357 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 8,700 | $ | — | $ | 9,668 | $ | — | $ | 18,368 | |||||||||||
Accounts payable | 3,493 | — | 25,148 | (4,188 | ) | 24,453 | |||||||||||||||
Accrued salaries and benefits | 18,677 | 99,198 | 15,175 | — | 133,050 | ||||||||||||||||
Accrued interest | 18,697 | — | 20 | — | 18,717 | ||||||||||||||||
Other accrued liabilities | 5,132 | 45,536 | 9,198 | (662 | ) | 59,204 | |||||||||||||||
Total current liabilities | 54,699 | 144,734 | 59,209 | (4,850 | ) | 253,792 | |||||||||||||||
Long-term debt | 2,209,125 | — | 51,835 | (30,646 | ) | 2,230,314 | |||||||||||||||
Deferred income taxes | 199,194 | 413,903 | — | (1,999 | ) | 611,098 | |||||||||||||||
Other long-term liabilities | 7,160 | 52,862 | 32,044 | — | 92,066 | ||||||||||||||||
Intercompany payable | — | 1,228,157 | — | (1,228,157 | ) | — | |||||||||||||||
Noncontrolling interests – redeemable | — | — | 62,259 | 114,257 | 176,516 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 1,654,676 | 2,594,477 | 129,273 | (2,723,750 | ) | 1,654,676 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | 22,307 | 41,657 | 338,931 | 402,895 | ||||||||||||||||
Total equity | 1,654,676 | 2,616,784 | 170,930 | (2,384,819 | ) | 2,057,571 | |||||||||||||||
Total liabilities and equity | $ | 4,124,854 | $ | 4,456,440 | $ | 376,277 | $ | (3,536,214 | ) | $ | 5,421,357 | ||||||||||
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 | ||||||||||||||||
Prepaid and other current assets | 27,090 | — | 13,971 | (4,362 | ) | 36,699 | |||||||||||||||
Total current assets | 33,833 | — | 181,554 | (4,362 | ) | 211,025 | |||||||||||||||
Property and equipment, net | 6,024 | — | 157,666 | — | 163,690 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 1,484,108 | 1,453,596 | — | (2,922,178 | ) | 15,526 | |||||||||||||||
Goodwill | — | — | — | 1,758,970 | 1,758,970 | ||||||||||||||||
Intangible assets, net | 24,489 | — | 3,378 | — | 27,867 | ||||||||||||||||
Other assets | 866 | — | — | — | 866 | ||||||||||||||||
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 salaries and benefits | 21,115 | — | 11,179 | — | 32,294 | ||||||||||||||||
Accrued interest | 1,847 | — | 38 | — | 1,885 | ||||||||||||||||
Other accrued liabilities | 4,457 | — | 3,293 | (404 | ) | 7,346 | |||||||||||||||
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 Operations | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Operations - For the Three Months Ended September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 5,551 | $ | 221,013 | $ | 281,472 | $ | (4,803 | ) | $ | 503,233 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 14,961 | 153,653 | 72,094 | (123 | ) | 240,585 | |||||||||||||||
Supply cost | — | 816 | 41,425 | — | 42,241 | ||||||||||||||||
Other operating expenses | 6,424 | 19,127 | 60,661 | (4,680 | ) | 81,532 | |||||||||||||||
Transaction costs | 23,111 | 1,991 | — | — | 25,102 | ||||||||||||||||
Depreciation and amortization | 790 | 12,320 | 7,756 | — | 20,866 | ||||||||||||||||
Total operating expenses | 45,286 | 187,907 | 181,936 | (4,803 | ) | 410,326 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 58,649 | 48,225 | — | (104,716 | ) | 2,158 | |||||||||||||||
Operating income | 18,914 | 81,331 | 99,536 | (104,716 | ) | 95,065 | |||||||||||||||
Interest expense, net | 23,864 | 14,631 | 560 | — | 39,055 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings (loss) from continuing operations before income taxes | (21,837 | ) | 66,700 | 98,976 | (104,716 | ) | 39,123 | ||||||||||||||
Income tax expense (benefit) | (8,442 | ) | 8,051 | 409 | — | 18 | |||||||||||||||
Net earnings (loss) from continuing operations | (13,395 | ) | 58,649 | 98,567 | (104,716 | ) | 39,105 | ||||||||||||||
Net earnings (loss) from discontinued operations | 3,561 | — | (5,243 | ) | — | (1,682 | ) | ||||||||||||||
Net earnings (loss) | (9,834 | ) | 58,649 | 93,324 | (104,716 | ) | 37,423 | ||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 47,257 | — | 47,257 | ||||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. shareholders | (9,834 | ) | 58,649 | 46,067 | (104,716 | ) | (9,834 | ) | |||||||||||||
Preferred stock dividends | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders | $ | (12,073 | ) | $ | 58,649 | $ | 46,067 | $ | (104,716 | ) | $ | (12,073 | ) | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings (loss) from continuing operations, net of income tax | $ | (15,634 | ) | $ | 58,649 | $ | 50,997 | $ | (104,716 | ) | $ | (10,704 | ) | ||||||||
Discontinued operations, net of income tax | 3,561 | — | (4,930 | ) | — | (1,369 | ) | ||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders | $ | (12,073 | ) | $ | 58,649 | $ | 46,067 | $ | (104,716 | ) | $ | (12,073 | ) | ||||||||
Condensed Consolidating Statement of Operations - For the Nine Months Ended September 30, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 18,042 | $ | 221,013 | $ | 818,007 | $ | (14,189 | ) | $ | 1,042,873 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 44,728 | 153,653 | 209,235 | (369 | ) | 407,247 | |||||||||||||||
Supply cost | — | 816 | 120,576 | — | 121,392 | ||||||||||||||||
Other operating expenses | 15,440 | 19,127 | 171,264 | (13,820 | ) | 192,011 | |||||||||||||||
Transaction costs | 26,690 | 1,991 | — | — | 28,681 | ||||||||||||||||
Depreciation and amortization | 2,429 | 12,320 | 22,871 | — | 37,620 | ||||||||||||||||
Total operating expenses | 89,287 | 187,907 | 523,946 | (14,189 | ) | 786,951 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 161,340 | 150,916 | — | (308,795 | ) | 3,461 | |||||||||||||||
Operating income | 93,506 | 187,433 | 294,061 | (312,206 | ) | 262,794 | |||||||||||||||
Interest expense, net | 36,658 | 14,630 | 1,621 | — | 52,909 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings from continuing operations before income taxes | 39,961 | 172,803 | 292,440 | (312,206 | ) | 192,998 | |||||||||||||||
Income tax expense | 16,687 | 8,051 | 1,134 | — | 25,872 | ||||||||||||||||
Net earnings from continuing operations | 23,274 | 164,752 | 291,306 | (312,206 | ) | 167,126 | |||||||||||||||
Net earnings (loss) from discontinued operations | 3,048 | — | (4,465 | ) | — | (1,417 | ) | ||||||||||||||
Net earnings | 26,322 | 164,752 | 286,841 | (312,206 | ) | 165,709 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 139,387 | — | 139,387 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. shareholders | 26,322 | 164,752 | 147,454 | (312,206 | ) | 26,322 | |||||||||||||||
Preferred stock dividends | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 24,083 | $ | 164,752 | $ | 147,454 | $ | (312,206 | ) | $ | 24,083 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 21,035 | $ | 164,752 | $ | 151,988 | $ | (312,206 | ) | $ | 25,569 | ||||||||||
Discontinued operations, net of income tax | 3,048 | — | (4,534 | ) | — | (1,486 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 24,083 | $ | 164,752 | $ | 147,454 | $ | (312,206 | ) | $ | 24,083 | ||||||||||
Condensed Consolidating Statement of Operations - For the Three Months Ended September 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 6,273 | $ | — | $ | 261,043 | $ | (4,281 | ) | $ | 263,035 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 16,087 | — | 67,447 | (118 | ) | 83,416 | |||||||||||||||
Supply cost | — | — | 37,360 | — | 37,360 | ||||||||||||||||
Other operating expenses | 5,427 | — | 53,759 | (4,163 | ) | 55,023 | |||||||||||||||
Transaction costs | 110 | — | — | — | 110 | ||||||||||||||||
Depreciation and amortization | 847 | — | 7,392 | — | 8,239 | ||||||||||||||||
Total operating expenses | 22,471 | — | 165,958 | (4,281 | ) | 184,148 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 50,969 | 50,969 | — | (100,843 | ) | 1,095 | |||||||||||||||
Operating income | 34,771 | 50,969 | 95,085 | (100,843 | ) | 79,982 | |||||||||||||||
Interest expense | 6,711 | — | 582 | — | 7,293 | ||||||||||||||||
Earnings from continuing operations before income taxes | 28,060 | 50,969 | 94,503 | (100,843 | ) | 72,689 | |||||||||||||||
Income tax expense | 10,747 | — | 414 | — | 11,161 | ||||||||||||||||
Net earnings from continuing operations | 17,313 | 50,969 | 94,089 | (100,843 | ) | 61,528 | |||||||||||||||
Net earnings (loss) from discontinued operations | (542 | ) | — | 1,281 | — | 739 | |||||||||||||||
Net earnings | 16,771 | 50,969 | 95,370 | (100,843 | ) | 62,267 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 45,496 | — | 45,496 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 16,771 | $ | 50,969 | $ | 49,874 | $ | (100,843 | ) | $ | 16,771 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 17,313 | $ | 50,969 | $ | 49,220 | $ | (100,843 | ) | $ | 16,659 | ||||||||||
Discontinued operations, net of income tax | (542 | ) | — | 654 | — | 112 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 16,771 | $ | 50,969 | $ | 49,874 | $ | (100,843 | ) | $ | 16,771 | ||||||||||
Condensed Consolidating Statement of Operations - For the Nine Months Ended September 30, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Revenues | $ | 17,449 | $ | — | $ | 776,137 | $ | (12,872 | ) | $ | 780,714 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 45,940 | — | 197,995 | (348 | ) | 243,587 | |||||||||||||||
Supply cost | — | — | 112,329 | — | 112,329 | ||||||||||||||||
Other operating expenses | 15,483 | — | 156,332 | (12,524 | ) | 159,291 | |||||||||||||||
Transaction costs | 285 | — | — | — | 285 | ||||||||||||||||
Depreciation and amortization | 2,379 | — | 21,773 | — | 24,152 | ||||||||||||||||
Total operating expenses | 64,087 | — | 488,429 | (12,872 | ) | 539,644 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 153,850 | 153,850 | — | (305,507 | ) | 2,193 | |||||||||||||||
Operating income | 109,449 | 156,087 | 287,708 | (307,744 | ) | 245,500 | |||||||||||||||
Interest expense | 20,661 | — | 1,685 | — | 22,346 | ||||||||||||||||
Earnings from continuing operations before income taxes | 88,788 | 156,087 | 286,023 | (307,744 | ) | 223,154 | |||||||||||||||
Income tax expense | 34,532 | — | 1,183 | — | 35,715 | ||||||||||||||||
Net earnings from continuing operations | 54,256 | 156,087 | 284,840 | (307,744 | ) | 187,439 | |||||||||||||||
Net earnings (loss) from discontinued operations | (1,111 | ) | — | 4,048 | — | 2,937 | |||||||||||||||
Net earnings | 53,145 | 156,087 | 288,888 | (307,744 | ) | 190,376 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 137,231 | — | 137,231 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 53,145 | $ | 156,087 | $ | 151,657 | $ | (307,744 | ) | $ | 53,145 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 54,256 | $ | 156,087 | $ | 149,593 | $ | (307,744 | ) | $ | 52,192 | ||||||||||
Discontinued operations, net of income tax | (1,111 | ) | — | 2,064 | — | 953 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 53,145 | $ | 156,087 | $ | 151,657 | $ | (307,744 | ) | $ | 53,145 | ||||||||||
Condensed Consolidating Statement of Cash Flows | ' | ||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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 | $ | 103,091 | $ | 225,098 | $ | 309,033 | $ | (361,171 | ) | $ | 276,051 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (2,147,585 | ) | (2,142,611 | ) | 1,574 | 2,149,974 | (2,138,648 | ) | |||||||||||||
Acquisition of property and equipment | (3,653 | ) | (2,337 | ) | (17,119 | ) | — | (23,109 | ) | ||||||||||||
Proceeds from sale of interests in surgery centers | — | 4,969 | — | — | 4,969 | ||||||||||||||||
Purchases of marketable securities | — | — | (3,486 | ) | — | (3,486 | ) | ||||||||||||||
Other | (2,555 | ) | (648 | ) | 5,285 | — | 2,082 | ||||||||||||||
Net cash flows used in investing activities | (2,153,793 | ) | (2,140,627 | ) | (13,746 | ) | 2,149,974 | (2,158,192 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 2,040,000 | — | 6,399 | — | 2,046,399 | ||||||||||||||||
Repayment on long-term borrowings | (394,318 | ) | — | (8,725 | ) | — | (403,043 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (206,580 | ) | (294,034 | ) | 361,171 | (139,443 | ) | |||||||||||||
Capital contributions | — | 2,147,585 | — | (2,147,585 | ) | — | |||||||||||||||
Proceeds from preferred stock offering | 172,500 | — | — | — | 172,500 | ||||||||||||||||
Cash dividends for preferred shares | (2,239 | ) | — | — | — | (2,239 | ) | ||||||||||||||
Proceeds from common stock offering | 439,875 | — | — | — | 439,875 | ||||||||||||||||
Payments of equity issuance costs | (24,366 | ) | — | — | — | (24,366 | ) | ||||||||||||||
Financing cost incurred | (65,673 | ) | — | — | — | (65,673 | ) | ||||||||||||||
Changes in intercompany balances with affiliates, net | 731 | — | (731 | ) | — | — | |||||||||||||||
Other financing activities, net | 1,311 | (206 | ) | 2,656 | (2,389 | ) | 1,372 | ||||||||||||||
Net cash flows provided by (used in) financing activities | 2,167,821 | 1,940,799 | (294,435 | ) | (1,788,803 | ) | 2,025,382 | ||||||||||||||
Net increase in cash and cash equivalents | 117,119 | 25,270 | 852 | — | 143,241 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 123,829 | $ | 25,270 | $ | 44,982 | $ | — | $ | 194,081 | |||||||||||
Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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 | $ | 29,083 | $ | 153,382 | $ | 314,172 | $ | (247,704 | ) | $ | 248,933 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | — | (59,899 | ) | — | 444 | (59,455 | ) | ||||||||||||||
Acquisition of property and equipment | (3,264 | ) | — | (17,447 | ) | — | (20,711 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 151 | — | — | 151 | ||||||||||||||||
Other | 107 | — | — | — | 107 | ||||||||||||||||
Net cash flows used in investing activities | (3,157 | ) | (59,748 | ) | (17,447 | ) | 444 | (79,908 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 122,200 | — | 7,235 | — | 129,435 | ||||||||||||||||
Repayment on long-term borrowings | (141,403 | ) | — | (10,273 | ) | — | (151,676 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (94,322 | ) | (290,463 | ) | 247,704 | (137,081 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 1,899 | — | (1,899 | ) | — | — | |||||||||||||||
Other financing activities, net | (11,620 | ) | 688 | 778 | (444 | ) | (10,598 | ) | |||||||||||||
Net cash flows used in financing activities | (28,924 | ) | (93,634 | ) | (294,622 | ) | 247,260 | (169,920 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,998 | ) | — | 2,103 | — | (895 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 4,261 | $ | — | $ | 41,242 | $ | — | $ | 45,503 | |||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jul. 15, 2014 | Dec. 31, 2013 |
segment | segment | ||
center | |||
Ownership Interests [Line Items] | ' | ' | ' |
Number of ownership interests of less than 51% | 10 | ' | ' |
Number of reportable segments | 2 | 1 | ' |
Restricted cash and marketable securities | $30,251 | ' | $0 |
Consolidated [Member] | ' | ' | ' |
Ownership Interests [Line Items] | ' | ' | ' |
Number of ownership interests of less than 51% | 1 | ' | ' |
Nonconsolidated [Member] | ' | ' | ' |
Ownership Interests [Line Items] | ' | ' | ' |
Number of ownership interests of less than 51% | 9 | ' | ' |
Revenue_Recognition_Details
Revenue Recognition (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Provision for uncollectibles | ' | ' | ' | ($69,715) | ($16,382) | |
Net revenue | ' | 503,233 | 263,035 | 1,042,873 | 780,714 | |
Ambulatory Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percentage of revenues from governmental healthcare programs | ' | ' | ' | 25.00% | 25.00% | |
Net revenue | ' | 277,302 | 263,035 | 816,942 | 780,714 | |
Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Net fee for service revenue | 253,953 | [1] | ' | ' | ' | ' |
Contract and other revenue | 25,171 | [1] | ' | ' | ' | ' |
Provision for uncollectibles | -53,193 | [1] | -53,193 | 0 | -53,193 | 0 |
Net revenue | 225,931 | [1] | 225,931 | 0 | 225,931 | 0 |
Medicare [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Net fee for service revenue | 29,163 | [1] | ' | ' | ' | ' |
Medicaid [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Net fee for service revenue | 13,217 | [1] | ' | ' | ' | ' |
Commercial and Managed Care [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Net fee for service revenue | 166,340 | [1] | ' | ' | ' | ' |
Self-Pay [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Net fee for service revenue | $45,233 | [1] | ' | ' | ' | ' |
Sales Revenue, Net [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 100.00% | [1] | ' | ' | ' | ' |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 112.40% | [1] | ' | ' | ' | ' |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Medicare [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 12.90% | [1] | ' | ' | ' | ' |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Medicaid [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 5.90% | [1] | ' | ' | ' | ' |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Commercial and Managed Care [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 73.60% | [1] | ' | ' | ' | ' |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Self-Pay [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 20.00% | [1] | ' | ' | ' | ' |
Contract and Other Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | 11.10% | [1] | ' | ' | ' | ' |
Provision for Uncollectibles [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ' | ' | ' | ' | ' | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | |
Percent of net revenue, over | -23.50% | [1] | ' | ' | ' | ' |
[1] | Net revenue by payor is from the period July 16, 2014, the date of the acquisition, through September 30, 2014. As such, historical amounts are not included. |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Product Concentration Risk [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Physician Services [Member] | Physician Services [Member] | Physician Services [Member] | Physician Services [Member] | Physician Services [Member] | |||||
Allowance for Doubtful Accounts [Member] | Other Operating Expenses [Member] | Other Operating Expenses [Member] | Other Operating Expenses [Member] | Other Operating Expenses [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Bad debt expense | $69,715 | $16,382 | ' | ' | $5,700 | $5,600 | $16,500 | $16,200 | $53,193 | [1] | $53,193 | $0 | $53,193 | $0 |
Allowance for doubtful accounts related to fee for service patient visits | ' | ' | ' | 64.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Allowances for accounts receivable | $83,541 | ' | $27,862 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Net revenue by payor is from the period July 16, 2014, the date of the acquisition, through September 30, 2014. As such, historical amounts are not included. |
Prepaid_and_Other_Current_Asse2
Prepaid and Other Current Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Income taxes receivable | $45,572 | $0 |
Deferred income taxes | 25,858 | 3,097 |
Prepaid expenses | 18,335 | 12,730 |
Other | 38,554 | 20,872 |
Total prepaid and other current assets | $128,319 | $36,699 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2013 | Jul. 16, 2014 | Sep. 30, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 02, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 02, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Controlling Interest [Member] | Controlling Interest [Member] | National Surgical Care, Inc. [Member] | National Surgical Care, Inc. [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Senior Secured Credit Facility - Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Notes [Member] | Bridge Loan [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | |||||
center | center | center | Sheridan Healthcare [Member] | 2022 Senior Unsecured Notes [Member] | Interest Expense [Member] | ||||||||||||||||||
Sheridan Healthcare [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid to acquire business | ' | ' | ' | ' | ' | ' | ' | ' | $2,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,713,909 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock issued for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 272,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,775,000 | ' | ' | 1,725,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from common stock offering | ' | ' | 439,875,000 | 0 | ' | ' | ' | ' | ' | ' | ' | 421,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from preferred stock offering | ' | ' | 172,500,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 870,000,000 | 475,000,000 | 300,000,000 | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.63% | ' | ' | ' |
Fees and expenses associated with acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of equity issuance costs | ' | ' | -24,366,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction costs | 25,102,000 | 110,000 | 28,681,000 | 285,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees paid to obtain a commitment for financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,800,000 | ' | ' |
Debt extinguishment costs | -16,887,000 | 0 | -16,887,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,500,000 | ' | ' | ' | ' | ' |
Number of business acquisitions | ' | ' | ' | ' | 2 | 4 | 17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions and related expenses, net | ' | ' | 2,138,648,000 | 59,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,400,000 | 59,500,000 |
Final settlement of contingent earn out fee | ' | ' | ' | ' | ' | ' | ' | $2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Fair_Value_Of_Tot
Acquisitions (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
In Thousands, unless otherwise specified | Series of Individually Immaterial Business Acquisitions [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Sheridan Healthcare [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | |
Accounts receivable | ' | ' | $1,023 | $3,082 | $129,234 | [1] |
Other current assets | ' | ' | 892 | 1,801 | 110,335 | [1] |
Property and equipment | ' | ' | 2,481 | 5,357 | 14,258 | [1] |
Goodwill | 3,303,818 | 1,758,970 | 44,374 | 91,545 | 1,512,663 | [1] |
Intangible assets | ' | ' | 0 | 0 | 1,200,028 | [1] |
Other long-term assets | ' | ' | 0 | 0 | 50,533 | [1] |
Accounts payable | ' | ' | -2,341 | -1,482 | -5,776 | [1] |
Other accrued liabilities | ' | ' | -527 | -416 | -117,159 | [1] |
Deferred income taxes | ' | ' | 0 | 0 | -411,881 | [1] |
Other long-term liabilities | ' | ' | 0 | 0 | -72,623 | [1] |
Long-term debt | ' | ' | -214 | -2,561 | 0 | [1] |
Total fair value | ' | ' | 45,688 | 97,326 | 2,409,612 | [1] |
Less: Fair value attributable to noncontrolling interests | ' | ' | 21,251 | 38,123 | 23,361 | [1] |
Acquisition date fair value of total consideration transferred | ' | ' | $24,437 | $59,203 | $2,386,251 | [1] |
[1] | The allocation of fair value of acquired assets and liabilities associated with the Sheridan acquisition is preliminary at September 30, 2014. |
Acquisitions_Revs_and_Earnings
Acquisitions (Revs and Earnings) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenues | $503,233 | $263,035 | $1,042,873 | $780,714 |
Net earnings | 37,423 | 62,267 | 165,709 | 190,376 |
Less: Net earnings attributable to noncontrolling interests | 47,257 | 45,496 | 139,387 | 137,231 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | -9,834 | 16,771 | 26,322 | 53,145 |
Series of Individually Immaterial Business Acquisitions [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenues | ' | ' | 9,925 | 6,422 |
Net earnings | ' | ' | 2,293 | 1,922 |
Less: Net earnings attributable to noncontrolling interests | ' | ' | 1,412 | 1,081 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | ' | 881 | 841 |
Sheridan Healthcare [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenues | ' | ' | 226,545 | ' |
Net earnings | ' | ' | 19,684 | ' |
Less: Net earnings attributable to noncontrolling interests | ' | ' | 164 | ' |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | ' | $19,520 | ' |
Acquisitions_Consolidated_Pro_
Acquisitions (Consolidated Pro Forma Results Of Acquisition) (Details) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Business Combinations [Abstract] | ' | ' |
Revenues | $1,617,342 | $1,611,110 |
Net earnings | 204,675 | 195,624 |
Net earnings attributable to AmSurg Corp. common shareholders | $62,914 | $51,613 |
Net earnings per common share, Basic (usd per share) | $1.20 | $0.96 |
Net earnings per common share, Diluted (usd per share) | $1.18 | $0.95 |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Affliliates (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 16, 2014 | Sep. 30, 2014 | |
Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Ambulatory Services [Member] | Physician Services [Member] | Physician Services [Member] | Physician Services [Member] | ||||||
Joint Venture [Member] | Joint Venture [Member] | Controlling Interest [Member] | Controlling Interest [Member] | Noncontrolling Interest In Centers [Member] | Minimum [Member] | Maximum [Member] | Joint Venture [Member] | Joint Venture [Member] | Other Current Assets [Member] | ||||||||
Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | Joint Venture [Member] | ||||||||||||||
center | center | entity | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number consolidated centers contributed to joint venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 1 | ' | ' | ' | ' | ' | ' |
Proceeds from divestiture of interest in consolidated subsidiaries | ' | ' | ' | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of joint venture entities acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Payments to acquire noncontrolling interest in jointly owned entity | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions and related expenses, net | ' | ' | 2,138,648,000 | 59,455,000 | ' | 24,400,000 | 59,500,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in unconsolidated affiliates | 73,126,000 | ' | 73,126,000 | ' | 15,526,000 | ' | ' | 7,000,000 | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings of unconsolidated affiliates | 2,158,000 | 1,095,000 | 3,461,000 | 2,193,000 | ' | ' | ' | 2,100,000 | 2,200,000 | ' | ' | ' | ' | ' | 1,400,000 | ' | ' |
Estimated probability of fair value variables range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 35.00% | ' | ' | ' |
Gain on deconsolidation | 0 | 0 | 3,411,000 | 2,237,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,100,000 | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' |
Management and billing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | ' |
Receivable from entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,300,000 |
Dispositions_Results_Of_Operat
Dispositions (Results Of Operations Of Centers Discontinued) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Revenues | $394 | $5,198 | $6,014 | $16,923 |
Earnings (loss) before income taxes | -323 | 1,280 | 457 | 4,056 |
Results of discontinued operations, net of tax: | ' | ' | ' | ' |
Earnings (loss) from operations of discontinued interests in surgery centers | -257 | 1,017 | 363 | 3,215 |
Loss on disposal of discontinued interests in surgery centers | -1,425 | -278 | -1,780 | -278 |
Net earnings (loss) from discontinued operations | -1,682 | 739 | -1,417 | 2,937 |
Less: Net earnings (loss) from discontinued operations attributable to noncontrolling interests | -313 | 627 | 69 | 1,984 |
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. | -1,369 | 112 | -1,486 | 953 |
Cash proceeds from disposal | ' | ' | $4,969 | $151 |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Goodwill | $3,303,818,000 | ' | $3,303,818,000 | ' | $1,758,970,000 | ||
Increase in goodwill | ' | ' | 1,557,032,000 | ' | ' | ||
Goodwill deductible for tax purposes | 25,100,000 | 56,200,000 | 25,100,000 | 56,200,000 | ' | ||
Amortization of Intangible Assets | 13,700,000 | 1,200,000 | 16,200,000 | 3,400,000 | ' | ||
Estimated amortization of intangible assets, remainder of 2014 | 16,100,000 | ' | 16,100,000 | ' | ' | ||
Estimated amortization of intangible assets, 2015 | 64,200,000 | ' | 64,200,000 | ' | ' | ||
Estimated amortization of intangible assets, 2016 | 63,500,000 | ' | 63,500,000 | ' | ' | ||
Estimated amortization of intangible assets, 2017 | 58,400,000 | ' | 58,400,000 | ' | ' | ||
Estimated amortization of intangible assets, 2018 | 56,700,000 | ' | 56,700,000 | ' | ' | ||
Estimated amortization of intangible assets, 2019 | 55,700,000 | ' | 55,700,000 | ' | ' | ||
Estimated amortization of intangible assets, 2020 and thereafter | 709,400,000 | ' | 709,400,000 | ' | ' | ||
Weighted average amortization period | ' | ' | '18 years 255 days | ' | ' | ||
Ambulatory Services [Member] | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Goodwill | 1,800,000,000 | ' | 1,800,000,000 | ' | ' | ||
Increase in goodwill | ' | ' | 75,600,000 | ' | ' | ||
Physician Services [Member] | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Goodwill | 1,500,000,000 | ' | 1,500,000,000 | ' | ' | ||
Sheridan Healthcare [Member] | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Goodwill | 1,512,663,000 | [1] | ' | 1,512,663,000 | [1] | ' | ' |
Deferred financing costs | 52,900,000 | ' | 52,900,000 | ' | ' | ||
Intangible assets | 1,200,028,000 | [1] | ' | 1,200,028,000 | [1] | ' | ' |
Amount estimated to be amortized over weighted average period | 1,000,000,000 | ' | 1,000,000,000 | ' | ' | ||
Weighted average period of amortization | '20 years | ' | ' | ' | ' | ||
Interest Expense [Member] | Bridge Loan [Member] | Sheridan Healthcare [Member] | ' | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Fees paid to obtain a commitment for financing | $12,800,000 | ' | ' | ' | ' | ||
[1] | The allocation of fair value of acquired assets and liabilities associated with the Sheridan acquisition is preliminary at September 30, 2014. |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Roll Forward] | ' |
Balance, beginning of period | $1,758,970 |
Goodwill acquired, including post acquisition adjustments | 1,557,032 |
Goodwill disposed, including impact of deconsolidation transactions | -12,184 |
Balance, end of period | $3,303,818 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Summary Of Intangible Assets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Non-amortizable intangible assets | $237,995 | $9,825 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,057,408 | 40,298 |
Accumulated Amortization | -33,451 | -22,256 |
Net | 1,023,957 | 18,042 |
Total intangible assets, gross carrying amount | 1,295,403 | 50,123 |
Accumulated Amortization | -33,451 | -22,256 |
Total intangible assets, net | 1,261,952 | 27,867 |
Customer relationships with hospitals [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 957,000 | 0 |
Accumulated Amortization | -9,969 | 0 |
Net | 947,031 | 0 |
Accumulated Amortization | -9,969 | 0 |
Deferred financing cost [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 59,441 | 15,814 |
Accumulated Amortization | -3,086 | -4,953 |
Net | 56,355 | 10,861 |
Accumulated Amortization | -3,086 | -4,953 |
Capitalized software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 37,519 | 21,036 |
Accumulated Amortization | -17,716 | -14,831 |
Net | 19,803 | 6,205 |
Accumulated Amortization | -17,716 | -14,831 |
Agreements, contracts, and other intangible assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 3,448 | 3,448 |
Accumulated Amortization | -2,680 | -2,472 |
Net | 768 | 976 |
Accumulated Amortization | -2,680 | -2,472 |
Trade name [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Non-amortizable intangible assets | 228,000 | 0 |
Restrictive covenant arrangements [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Non-amortizable intangible assets | $9,995 | $9,825 |
Other_Accrued_Liabilities_Deta
Other Accrued Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Refunds payable | $15,946 | $0 |
Accrued professional liabilities | 15,601 | 3,189 |
Total other accrued liabilities | 27,657 | 4,157 |
Accrued Liabilities, Current | $59,204 | $7,346 |
Accrued_Professional_Liabiliti2
Accrued Professional Liabilities - Components of Reserves (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Estimated losses under self-insured programs | $25,700 | ' |
Incurred but not reported losses | 38,780 | ' |
Total accrued professional liabilities | 64,480 | 3,189 |
Less estimated losses payable within one year | 15,601 | 3,189 |
Total | $48,879 | ' |
Accrued_Professional_Liabiliti3
Accrued Professional Liabilities - Rollforward of Reserves (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Self Insurance Reserve [Roll Forward] | ' |
Balance at December 31, 2013 | $3,189 |
Assumed liabilities through acquisitions | 65,430 |
Provision related to current period reserves | 2,769 |
Payments for current period reserves | -1,377 |
Payments for prior period reserves | -3,332 |
Other, net | -2,199 |
Balance at September 30, 2014 | $64,480 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Nov. 20, 2012 | Jul. 16, 2014 | Sep. 30, 2014 | Jul. 16, 2014 | Sep. 30, 2014 | Nov. 07, 2012 | Nov. 06, 2012 | 28-May-10 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | Jul. 16, 2014 | Jul. 15, 2014 | |
5.625% Senior Unsecured Notes due 2020 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | 8.04% Senior Secured Notes due 2020 [Member] | 8.04% Senior Secured Notes due 2020 [Member] | 8.04% Senior Secured Notes due 2020 [Member] | 8.04% Senior Secured Notes due 2020 [Member] | Period Prior to November 30, 2015 [Member] | Period Prior to July 15, 2017 [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] | Senior Secured Credit Facility [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | |||||
Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | 5.625% Senior Unsecured Notes due 2022 [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] | 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] | |||||||||||
Senior Notes [Member] | Senior Notes [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | |||||||||||||||||||||
Term Loan and Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity of new revolving credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $870,000,000 | ' | $475,000,000 | $300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.75% | 2.00% | 1.00% | 1.75% | 0.25% | ' | 3.00% | 2.75% | 3.00% | 2.00% | 2.75% | 1.25% |
Floor rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' |
Current variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' |
Quarterly principal payment as a percent of face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual principal payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unused capacity commitment fee, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly installments as a percent of initial principal amount of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum increase in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extinguishment costs | -16,887,000 | 0 | -16,887,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Unsecured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | 1,100,000,000 | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 5.63% | ' | ' | 5.63% | ' | 8.04% | 6.04% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable principal percentage | ' | ' | ' | ' | 35.00% | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price as percent of the principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.63% | 105.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt registration rights agreement, filing period maximum | ' | ' | ' | ' | ' | ' | '270 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt registration rights agreement, registration effectiveness penalty maximum, percentage | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | 1,100,000,000 | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 5.63% | ' | ' | 5.63% | ' | 8.04% | 6.04% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Early termination fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Components_Of_Lo
Long-Term Debt (Components Of Long-Term Debt) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Other debt due through 2025 | $19,915 | $21,149 |
Capitalized lease arrangements due through 2026 | 10,942 | 10,850 |
Long-term debt and capitalized lease arrangements | 2,248,682 | 604,142 |
Less current portion | 18,368 | 20,844 |
Long-term debt | 2,230,314 | 583,298 |
Line of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 0 | 252,500 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 867,825 | 0 |
5.625% Senior Unsecured Notes due 2020 [Member] | Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 250,000 | 250,000 |
5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 1,100,000 | 0 |
8.04% Senior Secured Notes due 2020 [Member] | Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $0 | $69,643 |
LongTerm_Debt_Redemption_Price
Long-Term Debt (Redemption Price) (Details) (Senior Notes [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
2015 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | ' |
Redemption price as percent of the principal amount | 104.22% |
2016 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | ' |
Redemption price as percent of the principal amount | 102.81% |
2017 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | ' |
Redemption price as percent of the principal amount | 101.41% |
2017 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ' |
Redemption price as percent of the principal amount | 104.22% |
2018 and thereafter [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | ' |
Redemption price as percent of the principal amount | 100.00% |
2018 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ' |
Redemption price as percent of the principal amount | 102.81% |
2019 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ' |
Redemption price as percent of the principal amount | 101.41% |
2020 and thereafter [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | ' |
Redemption price as percent of the principal amount | 100.00% |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement [Line Items] | ' | ' |
Restricted marketable securities | $3,500,000 | ' |
Fixed Interest Rate [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Long-term debt, carrying value | 1,378,700,000 | ' |
Long-term debt, fair value | 1,362,000,000 | ' |
Variable Interest Rate [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Long-term debt, fair value | 870,000,000 | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Supplemental executive retirement savings plan investments - Level 2 | $16,800,000 | $13,300,000 |
Shareholders_Equity_Narrative_
Shareholder's Equity (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||
Aug. 29, 2014 | Aug. 09, 2013 | Apr. 24, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 02, 2014 | Aug. 29, 2014 | Jul. 02, 2014 | Sep. 30, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Jul. 16, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Stock Repurchased Under Repurchase Program [Member] | Stock Repurchased To Cover Employee Tax Withholdings [Member] | Stock Repurchased To Cover Employee Tax Withholdings [Member] | Stock Options [Member] | Outside Directors [Member] | Employees [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Sheridan Healthcare [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Y | Restricted Stock [Member] | Restricted Stock [Member] | Delay | Common Stock [Member] | Mandatory Convertible Preferred Stock [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||||||||||||||
Y | registration | |||||||||||||||||||||||||
Issuance of stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,775,000 | ' | 1,725,000 | ' | ' | ' | ' | ' | ' |
Issuance of stock, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45 | ' | $100 | ' | ' | ' | ' | ' | ' |
Stock offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,500,000 | ' | $5,900,000 | ' | ' | ' | ' | ' | ' |
Common Stock: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,713,909 | ' | ' |
Minimum offering price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' |
Minimum anticipated offering price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' |
Number of demand registrations in a 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 | ' | ' | ' | ' |
Stock repurchased program authorized by the board of directors | ' | 40,000,000 | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount remaining under stock repurchase plan | ' | ' | ' | ' | ' | 27,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock, shares | ' | ' | ' | ' | ' | ' | ' | 920,851 | 68,748 | 102,252 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | ' | ' | ' | ' | ' | ' | ' | 32,200,000 | 2,900,000 | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average price per share | ' | ' | ' | ' | ' | ' | ' | $34.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mandatory Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | ' | ' |
Initial liquidation preference (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' | ' | ' | ' |
Conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.8141 | 2.2222 |
Consecutive trading day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' |
Dividends declared (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.30 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividends | 2,200,000 | ' | ' | 2,239,000 | 0 | 2,239,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future preferred stock dividends (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.31 | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 1,132,862 | ' | 1,132,862 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '1 year | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of installments in restricted stock granted. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost on non vested awards | ' | ' | ' | $10,900,000 | ' | $10,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period | ' | ' | ' | ' | ' | '1 year 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of anti-dilutive options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shareholders_Equity_ShareBased
Shareholders' Equity (Share-Based Activity) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Equity [Abstract] | ' | ' | ' | ' |
Share-based compensation expense | $2,424 | $2,104 | $7,388 | $6,070 |
Fair value of shares vested | 123 | 1,242 | 10,481 | 11,743 |
Cash received from option exercises | 504 | 9,561 | 2,150 | 23,289 |
Tax benefit from option exercises | $198 | $680 | $2,288 | $1,890 |
Shareholders_Equity_Schedule_O
Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) (USD $) | 9 Months Ended |
Sep. 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 |
Shares granted, Number of Shares | 272,780 |
Shares vested, Number of Shares | -249,854 |
Shares forfeited, Number of Shares | -12,380 |
Non-vested shares at end of period, Number of Shares | 754,415 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' |
Non-vested shares at beginning of period, Weighted Average Grant Price | $26.54 |
Shares granted, Weighted Average Grant Price | $43.12 |
Shares vested, Weighted Average Grant Price | $23.39 |
Shares forfeited, Weighted Average Grant Price | $38.94 |
Non-vested shares at end of period, Weighted Average Grant Price | $33.38 |
Recovered_Sheet1
Shareholder's Equity (Schedule of Stock Option Activity (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Outstanding at beginning of period, Number of Shares | 270,464 | ' |
Options exercised, Number of Shares | -89,481 | ' |
Outstanding at end of period, Number of Shares | 180,983 | 270,464 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' | ' |
Outstanding at beginning of period, Weighted Average Exercise Price | $23.16 | ' |
Options exercised, Weighted Average Exercise Price | $24.03 | ' |
Outstanding at end of period, Weighted Average Exercise Price | $22.73 | $23.16 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' |
Outstanding at beginning of period, Weighted Average Remaining Contractual Life (in years) | '1 year 292 days | '2 years 6 months 0 days |
Outstanding at end of period, Weighted Average Remaining Contractual Life (in years) | '1 year 292 days | '2 years 6 months 0 days |
Shareholders_Equity_Schedule_o1
Shareholder's Equity (Schedule of Stock Option Activity (Parenthetical) (Details) (USD $) | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 |
Equity [Abstract] | ' |
Total intrinsic value with options exercised | $2.20 |
Aggregate intrinsic value of options outstanding | 4.9 |
Total intrinsic value of options vested or expected to vest | 4.9 |
Vested or expected to vest at end of period, Number of Shares | 180,983 |
Vested or expected to vest at end of period, weighted average exercise price | $22.73 |
Vested or expected to vest at end of period, Weighted Average Remaining Contractual Life (in years) | '1 year 292 days |
Total Intrinsic value of options exercisable | $4.90 |
Exercisable at end of period, Number of Shares | 180,983 |
Exercisable at end of period, Weighted Average Exercise Price | $22.73 |
Exercisable at end of period, Weighted Average Remaining Contractual Life (in years) | '1 year 292 days |
Recovered_Sheet2
Shareholder's Equity (Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (Numerator) | ($10,704) | $16,659 | $25,569 | $52,192 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic), shares (Denominator) | 46,320,000 | 31,376,000 | 36,620,000 | 31,267,000 |
Effect of dilutive securities options and non-vested shares | 0 | 615,000 | 406,000 | 645,000 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. (diluted), shares (Denominator) | 46,320,000 | 31,991,000 | 37,026,000 | 31,912,000 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic), (usd per share) | ($0.23) | $0.53 | $0.70 | $1.67 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (diluted), (usd per share) | ($0.23) | $0.52 | $0.69 | $1.64 |
Mandatory Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Number of anti-dilutive shares | 3,400,000 | ' | 3,400,000 | ' |
Income_Taxes_Income_Taxes_Deta
Income Taxes Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Effective tax rate | 13.40% |
Federal statutory income tax rate | 35.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Dec. 27, 2012 | Sep. 30, 2014 |
sqft | ||
Y | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Contractual obligation term | 15 | ' |
Lease square footage | 110,000 | ' |
Annual rental obligation | ' | $2.30 |
Annual increase to annual rental obligation | ' | 1.90% |
Allowance for certain interior tenant improvements | ' | $4.40 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||||
segment | segment | |||||||||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' | ' | ' | |||||
Number of reportable segments | 2 | ' | ' | 1 | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | |||||
Net revenue | ' | $503,233 | $263,035 | ' | $1,042,873 | $780,714 | ' | |||||
Adjusted EBITDA | ' | 95,887 | 45,566 | ' | 193,754 | 138,523 | ' | |||||
Earnings from continuing operations attributable to noncontrolling interests | ' | 47,570 | 44,869 | ' | 139,318 | 135,247 | ' | |||||
Interest expense, net | ' | -39,055 | -7,293 | ' | -52,909 | -22,346 | ' | |||||
Depreciation and amortization | ' | -20,866 | -8,239 | ' | -37,620 | -24,152 | ' | |||||
Share-based compensation | ' | -2,424 | -2,104 | ' | -7,388 | -6,070 | ' | |||||
Transaction costs | ' | -25,102 | -110 | ' | -28,681 | -285 | ' | |||||
Debt extinguishment costs | ' | -16,887 | 0 | ' | -16,887 | 0 | ' | |||||
Gain on deconsolidation | ' | 0 | 0 | ' | 3,411 | 2,237 | ' | |||||
Earnings from continuing operations before income taxes | ' | 39,123 | 72,689 | ' | 192,998 | 223,154 | ' | |||||
Acquisition and Capital Expenditures | ' | 8,098 | 49,348 | ' | 47,546 | 80,166 | ' | |||||
Assets | 5,421,357 | 5,421,357 | ' | ' | 5,421,357 | ' | 2,177,944 | |||||
Ambulatory Services [Member] | ' | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | |||||
Net revenue | ' | 277,302 | 263,035 | ' | 816,942 | 780,714 | ' | |||||
Adjusted EBITDA | ' | 47,871 | 45,566 | ' | 145,738 | 138,523 | ' | |||||
Acquisition and Capital Expenditures | ' | 5,759 | [1] | 49,348 | [1] | ' | 45,207 | [1] | 80,166 | [1] | ' | |
Assets | 2,450,543 | 2,450,543 | ' | ' | 2,450,543 | ' | 2,177,944 | |||||
Physician Services [Member] | ' | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | |||||
Net revenue | 225,931 | [2] | 225,931 | 0 | ' | 225,931 | 0 | ' | ||||
Adjusted EBITDA | ' | 48,016 | 0 | ' | 48,016 | 0 | ' | |||||
Acquisition and Capital Expenditures | ' | 2,339 | 0 | ' | 2,339 | 0 | ' | |||||
Assets | $2,970,814 | $2,970,814 | ' | ' | $2,970,814 | ' | $0 | |||||
[1] | Excludes the purchase price to acquire Sheridan. | |||||||||||
[2] | Net revenue by payor is from the period July 16, 2014, the date of the acquisition, through September 30, 2014. As such, historical amounts are not included. |
Financial_Information_for_the_2
Financial Information for the Company and Its Subsidiaries (Balance Sheets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ' | ' |
Cash and cash equivalents | $194,081 | $50,840 | $45,503 | $46,398 |
Restricted cash and marketable securities | 30,251 | 0 | ' | ' |
Accounts receivable, net | 229,250 | 105,072 | ' | ' |
Supplies inventory | 19,060 | 18,414 | ' | ' |
Prepaid and other current assets | 128,319 | 36,699 | ' | ' |
Total current assets | 600,961 | 211,025 | ' | ' |
Property and equipment, net | 175,896 | 163,690 | ' | ' |
Investments in and receivables from unconsolidated affiliates | 73,126 | 15,526 | ' | ' |
Goodwill | 3,303,818 | 1,758,970 | ' | ' |
Intangible assets, net | 1,261,952 | 27,867 | ' | ' |
Other assets | 5,604 | 866 | ' | ' |
Total assets | 5,421,357 | 2,177,944 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 18,368 | 20,844 | ' | ' |
Accounts payable | 24,453 | 27,501 | ' | ' |
Accrued salaries and benefits | 133,050 | 32,294 | ' | ' |
Accrued interest | 18,717 | 1,885 | ' | ' |
Other accrued liabilities | 59,204 | 7,346 | ' | ' |
Total current liabilities | 253,792 | 89,870 | ' | ' |
Long-term debt | 2,230,314 | 583,298 | ' | ' |
Deferred income taxes | 611,098 | 176,020 | ' | ' |
Other long-term liabilities | 92,066 | 25,503 | ' | ' |
Intercompany payable | 0 | ' | ' | ' |
Noncontrolling interests – redeemable | 176,516 | 177,697 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 1,654,676 | 764,197 | ' | ' |
Noncontrolling interests – non-redeemable | 402,895 | 361,359 | ' | ' |
Total equity | 2,057,571 | 1,125,556 | ' | ' |
Total liabilities and equity | 5,421,357 | 2,177,944 | ' | ' |
Consolidation, Eliminations [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash and marketable securities | 0 | ' | ' | ' |
Accounts receivable, net | 0 | 0 | ' | ' |
Supplies inventory | 0 | 0 | ' | ' |
Prepaid and other current assets | 978 | -4,362 | ' | ' |
Total current assets | 978 | -4,362 | ' | ' |
Property and equipment, net | 0 | 0 | ' | ' |
Investments in and receivables from unconsolidated affiliates | -5,369,815 | -2,922,178 | ' | ' |
Goodwill | 1,834,621 | 1,758,970 | ' | ' |
Intangible assets, net | 0 | 0 | ' | ' |
Other assets | -1,998 | 0 | ' | ' |
Total assets | -3,536,214 | -1,167,570 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 0 | 0 | ' | ' |
Accounts payable | -4,188 | -3,958 | ' | ' |
Accrued salaries and benefits | 0 | 0 | ' | ' |
Accrued interest | 0 | 0 | ' | ' |
Other accrued liabilities | -662 | -404 | ' | ' |
Total current liabilities | -4,850 | -4,362 | ' | ' |
Long-term debt | -30,646 | -31,377 | ' | ' |
Deferred income taxes | -1,999 | 0 | ' | ' |
Other long-term liabilities | 0 | 0 | ' | ' |
Intercompany payable | -1,228,157 | ' | ' | ' |
Noncontrolling interests – redeemable | 114,257 | 113,993 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | -2,723,750 | -1,568,267 | ' | ' |
Noncontrolling interests – non-redeemable | 338,931 | 322,443 | ' | ' |
Total equity | -2,384,819 | -1,245,824 | ' | ' |
Total liabilities and equity | -3,536,214 | -1,167,570 | ' | ' |
Parent Company [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 123,829 | 6,710 | 4,261 | 7,259 |
Restricted cash and marketable securities | 0 | ' | ' | ' |
Accounts receivable, net | 0 | 0 | ' | ' |
Supplies inventory | 45 | 33 | ' | ' |
Prepaid and other current assets | 46,467 | 27,090 | ' | ' |
Total current assets | 170,341 | 33,833 | ' | ' |
Property and equipment, net | 10,294 | 6,024 | ' | ' |
Investments in and receivables from unconsolidated affiliates | 3,875,039 | 1,484,108 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Intangible assets, net | 66,349 | 24,489 | ' | ' |
Other assets | 2,831 | 866 | ' | ' |
Total assets | 4,124,854 | 1,549,320 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 8,700 | 10,714 | ' | ' |
Accounts payable | 3,493 | 1,972 | ' | ' |
Accrued salaries and benefits | 18,677 | 21,115 | ' | ' |
Accrued interest | 18,697 | 1,847 | ' | ' |
Other accrued liabilities | 5,132 | 4,457 | ' | ' |
Total current liabilities | 54,699 | 40,105 | ' | ' |
Long-term debt | 2,209,125 | 561,429 | ' | ' |
Deferred income taxes | 199,194 | 176,020 | ' | ' |
Other long-term liabilities | 7,160 | 7,569 | ' | ' |
Intercompany payable | 0 | ' | ' | ' |
Noncontrolling interests – redeemable | 0 | 0 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 1,654,676 | 764,197 | ' | ' |
Noncontrolling interests – non-redeemable | 0 | 0 | ' | ' |
Total equity | 1,654,676 | 764,197 | ' | ' |
Total liabilities and equity | 4,124,854 | 1,549,320 | ' | ' |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 25,270 | 0 | 0 | 0 |
Restricted cash and marketable securities | 0 | ' | ' | ' |
Accounts receivable, net | 118,984 | 0 | ' | ' |
Supplies inventory | 451 | 0 | ' | ' |
Prepaid and other current assets | 68,766 | 0 | ' | ' |
Total current assets | 213,471 | 0 | ' | ' |
Property and equipment, net | 11,412 | 0 | ' | ' |
Investments in and receivables from unconsolidated affiliates | 1,567,902 | 1,453,596 | ' | ' |
Goodwill | 1,469,197 | 0 | ' | ' |
Intangible assets, net | 1,192,678 | 0 | ' | ' |
Other assets | 1,780 | 0 | ' | ' |
Total assets | 4,456,440 | 1,453,596 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 0 | 0 | ' | ' |
Accounts payable | 0 | 0 | ' | ' |
Accrued salaries and benefits | 99,198 | 0 | ' | ' |
Accrued interest | 0 | 0 | ' | ' |
Other accrued liabilities | 45,536 | 0 | ' | ' |
Total current liabilities | 144,734 | 0 | ' | ' |
Long-term debt | 0 | 0 | ' | ' |
Deferred income taxes | 413,903 | 0 | ' | ' |
Other long-term liabilities | 52,862 | 0 | ' | ' |
Intercompany payable | 1,228,157 | ' | ' | ' |
Noncontrolling interests – redeemable | 0 | 0 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 2,594,477 | 1,453,596 | ' | ' |
Noncontrolling interests – non-redeemable | 22,307 | 0 | ' | ' |
Total equity | 2,616,784 | 1,453,596 | ' | ' |
Total liabilities and equity | 4,456,440 | 1,453,596 | ' | ' |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash and cash equivalents | 44,982 | 44,130 | 41,242 | 39,139 |
Restricted cash and marketable securities | 30,251 | ' | ' | ' |
Accounts receivable, net | 110,266 | 105,072 | ' | ' |
Supplies inventory | 18,564 | 18,381 | ' | ' |
Prepaid and other current assets | 12,108 | 13,971 | ' | ' |
Total current assets | 216,171 | 181,554 | ' | ' |
Property and equipment, net | 154,190 | 157,666 | ' | ' |
Investments in and receivables from unconsolidated affiliates | 0 | 0 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Intangible assets, net | 2,925 | 3,378 | ' | ' |
Other assets | 2,991 | 0 | ' | ' |
Total assets | 376,277 | 342,598 | ' | ' |
Liabilities and Equity | ' | ' | ' | ' |
Current portion of long-term debt | 9,668 | 10,130 | ' | ' |
Accounts payable | 25,148 | 29,487 | ' | ' |
Accrued salaries and benefits | 15,175 | 11,179 | ' | ' |
Accrued interest | 20 | 38 | ' | ' |
Other accrued liabilities | 9,198 | 3,293 | ' | ' |
Total current liabilities | 59,209 | 54,127 | ' | ' |
Long-term debt | 51,835 | 53,246 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Other long-term liabilities | 32,044 | 17,934 | ' | ' |
Intercompany payable | 0 | ' | ' | ' |
Noncontrolling interests – redeemable | 62,259 | 63,704 | ' | ' |
Equity: | ' | ' | ' | ' |
Total AmSurg Corp. equity | 129,273 | 114,671 | ' | ' |
Noncontrolling interests – non-redeemable | 41,657 | 38,916 | ' | ' |
Total equity | 170,930 | 153,587 | ' | ' |
Total liabilities and equity | $376,277 | $342,598 | ' | ' |
Financial_Information_for_the_3
Financial Information for the Company and Its Subsidiaries (Income Statements) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Revenues | ' | $503,233 | $263,035 | $1,042,873 | $780,714 |
Operating expenses: | ' | ' | ' | ' | ' |
Salaries and benefits | ' | 240,585 | 83,416 | 407,247 | 243,587 |
Supply cost | ' | 42,241 | 37,360 | 121,392 | 112,329 |
Other operating expenses | ' | 81,532 | 55,023 | 192,011 | 159,291 |
Transaction costs | ' | 25,102 | 110 | 28,681 | 285 |
Depreciation and amortization | ' | 20,866 | 8,239 | 37,620 | 24,152 |
Total operating expenses | ' | 410,326 | 184,148 | 786,951 | 539,644 |
Gain on deconsolidation | ' | 0 | 0 | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | ' | 2,158 | 1,095 | 3,461 | 2,193 |
Operating income | ' | 95,065 | 79,982 | 262,794 | 245,500 |
Interest expense, net | ' | 39,055 | 7,293 | 52,909 | 22,346 |
Debt extinguishment costs | ' | 16,887 | 0 | 16,887 | 0 |
Earnings from continuing operations before income taxes | ' | 39,123 | 72,689 | 192,998 | 223,154 |
Income tax expense | ' | 18 | 11,161 | 25,872 | 35,715 |
Net earnings from continuing operations | ' | 39,105 | 61,528 | 167,126 | 187,439 |
Net earnings (loss) from discontinued operations | ' | -1,682 | 739 | -1,417 | 2,937 |
Net earnings | ' | 37,423 | 62,267 | 165,709 | 190,376 |
Net earnings attributable to noncontrolling interests | ' | 47,257 | 45,496 | 139,387 | 137,231 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | -9,834 | 16,771 | 26,322 | 53,145 |
Preferred stock dividends | -2,200 | -2,239 | 0 | -2,239 | 0 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -12,073 | 16,771 | 24,083 | 53,145 |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | ' | -10,704 | 16,659 | 25,569 | 52,192 |
Discontinued operations, net of income tax | ' | -1,369 | 112 | -1,486 | 953 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -12,073 | 16,771 | 24,083 | 53,145 |
Consolidation, Eliminations [Member] | ' | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Revenues | ' | -4,803 | -4,281 | -14,189 | -12,872 |
Operating expenses: | ' | ' | ' | ' | ' |
Salaries and benefits | ' | -123 | -118 | -369 | -348 |
Supply cost | ' | 0 | 0 | 0 | 0 |
Other operating expenses | ' | -4,680 | -4,163 | -13,820 | -12,524 |
Transaction costs | ' | 0 | 0 | 0 | 0 |
Depreciation and amortization | ' | 0 | 0 | 0 | 0 |
Total operating expenses | ' | -4,803 | -4,281 | -14,189 | -12,872 |
Gain on deconsolidation | ' | ' | ' | -3,411 | -2,237 |
Equity in earnings of unconsolidated affiliates | ' | -104,716 | -100,843 | -308,795 | -305,507 |
Operating income | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Interest expense, net | ' | 0 | 0 | 0 | 0 |
Debt extinguishment costs | ' | 0 | ' | 0 | ' |
Earnings from continuing operations before income taxes | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Income tax expense | ' | 0 | 0 | 0 | 0 |
Net earnings from continuing operations | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Net earnings (loss) from discontinued operations | ' | 0 | 0 | 0 | 0 |
Net earnings | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Net earnings attributable to noncontrolling interests | ' | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Preferred stock dividends | ' | 0 | ' | 0 | ' |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -104,716 | ' | -312,206 | ' |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | ' | -104,716 | -100,843 | -312,206 | -307,744 |
Discontinued operations, net of income tax | ' | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -104,716 | ' | -312,206 | ' |
Parent Company [Member] | ' | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Revenues | ' | 5,551 | 6,273 | 18,042 | 17,449 |
Operating expenses: | ' | ' | ' | ' | ' |
Salaries and benefits | ' | 14,961 | 16,087 | 44,728 | 45,940 |
Supply cost | ' | 0 | 0 | 0 | 0 |
Other operating expenses | ' | 6,424 | 5,427 | 15,440 | 15,483 |
Transaction costs | ' | 23,111 | 110 | 26,690 | 285 |
Depreciation and amortization | ' | 790 | 847 | 2,429 | 2,379 |
Total operating expenses | ' | 45,286 | 22,471 | 89,287 | 64,087 |
Gain on deconsolidation | ' | ' | ' | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | ' | 58,649 | 50,969 | 161,340 | 153,850 |
Operating income | ' | 18,914 | 34,771 | 93,506 | 109,449 |
Interest expense, net | ' | 23,864 | 6,711 | 36,658 | 20,661 |
Debt extinguishment costs | ' | 16,887 | ' | 16,887 | ' |
Earnings from continuing operations before income taxes | ' | -21,837 | 28,060 | 39,961 | 88,788 |
Income tax expense | ' | -8,442 | 10,747 | 16,687 | 34,532 |
Net earnings from continuing operations | ' | -13,395 | 17,313 | 23,274 | 54,256 |
Net earnings (loss) from discontinued operations | ' | 3,561 | -542 | 3,048 | -1,111 |
Net earnings | ' | -9,834 | 16,771 | 26,322 | 53,145 |
Net earnings attributable to noncontrolling interests | ' | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | -9,834 | 16,771 | 26,322 | 53,145 |
Preferred stock dividends | ' | -2,239 | ' | -2,239 | ' |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -12,073 | ' | 24,083 | ' |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | ' | -15,634 | 17,313 | 21,035 | 54,256 |
Discontinued operations, net of income tax | ' | 3,561 | -542 | 3,048 | -1,111 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | -12,073 | ' | 24,083 | ' |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Revenues | ' | 221,013 | 0 | 221,013 | 0 |
Operating expenses: | ' | ' | ' | ' | ' |
Salaries and benefits | ' | 153,653 | 0 | 153,653 | 0 |
Supply cost | ' | 816 | 0 | 816 | 0 |
Other operating expenses | ' | 19,127 | 0 | 19,127 | 0 |
Transaction costs | ' | 1,991 | 0 | 1,991 | 0 |
Depreciation and amortization | ' | 12,320 | 0 | 12,320 | 0 |
Total operating expenses | ' | 187,907 | 0 | 187,907 | 0 |
Gain on deconsolidation | ' | ' | ' | 3,411 | 2,237 |
Equity in earnings of unconsolidated affiliates | ' | 48,225 | 50,969 | 150,916 | 153,850 |
Operating income | ' | 81,331 | 50,969 | 187,433 | 156,087 |
Interest expense, net | ' | 14,631 | 0 | 14,630 | 0 |
Debt extinguishment costs | ' | 0 | ' | 0 | ' |
Earnings from continuing operations before income taxes | ' | 66,700 | 50,969 | 172,803 | 156,087 |
Income tax expense | ' | 8,051 | 0 | 8,051 | 0 |
Net earnings from continuing operations | ' | 58,649 | 50,969 | 164,752 | 156,087 |
Net earnings (loss) from discontinued operations | ' | 0 | 0 | 0 | 0 |
Net earnings | ' | 58,649 | 50,969 | 164,752 | 156,087 |
Net earnings attributable to noncontrolling interests | ' | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | 58,649 | 50,969 | 164,752 | 156,087 |
Preferred stock dividends | ' | 0 | ' | 0 | ' |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | 58,649 | ' | 164,752 | ' |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | ' | 58,649 | 50,969 | 164,752 | 156,087 |
Discontinued operations, net of income tax | ' | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | 58,649 | ' | 164,752 | ' |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Revenues | ' | 281,472 | 261,043 | 818,007 | 776,137 |
Operating expenses: | ' | ' | ' | ' | ' |
Salaries and benefits | ' | 72,094 | 67,447 | 209,235 | 197,995 |
Supply cost | ' | 41,425 | 37,360 | 120,576 | 112,329 |
Other operating expenses | ' | 60,661 | 53,759 | 171,264 | 156,332 |
Transaction costs | ' | 0 | 0 | 0 | 0 |
Depreciation and amortization | ' | 7,756 | 7,392 | 22,871 | 21,773 |
Total operating expenses | ' | 181,936 | 165,958 | 523,946 | 488,429 |
Gain on deconsolidation | ' | ' | ' | 0 | 0 |
Equity in earnings of unconsolidated affiliates | ' | 0 | 0 | 0 | 0 |
Operating income | ' | 99,536 | 95,085 | 294,061 | 287,708 |
Interest expense, net | ' | 560 | 582 | 1,621 | 1,685 |
Debt extinguishment costs | ' | 0 | ' | 0 | ' |
Earnings from continuing operations before income taxes | ' | 98,976 | 94,503 | 292,440 | 286,023 |
Income tax expense | ' | 409 | 414 | 1,134 | 1,183 |
Net earnings from continuing operations | ' | 98,567 | 94,089 | 291,306 | 284,840 |
Net earnings (loss) from discontinued operations | ' | -5,243 | 1,281 | -4,465 | 4,048 |
Net earnings | ' | 93,324 | 95,370 | 286,841 | 288,888 |
Net earnings attributable to noncontrolling interests | ' | 47,257 | 45,496 | 139,387 | 137,231 |
Net earnings (loss) attributable to AmSurg Corp. shareholders | ' | 46,067 | 49,874 | 147,454 | 151,657 |
Preferred stock dividends | ' | 0 | ' | 0 | ' |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | 46,067 | ' | 147,454 | ' |
Amounts attributable to AmSurg Corp. common shareholders: | ' | ' | ' | ' | ' |
Earnings (loss) from continuing operations, net of income tax | ' | 50,997 | 49,220 | 151,988 | 149,593 |
Discontinued operations, net of income tax | ' | -4,930 | 654 | -4,534 | 2,064 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders | ' | $46,067 | ' | $147,454 | ' |
Financial_Information_for_the_4
Financial Information for the Company and Its Subsidiaries (Cash Flow Statements) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | $276,051 | $248,933 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related transactions | -2,138,648 | -59,455 |
Acquisition of property and equipment | -23,109 | -20,711 |
Proceeds from sale of interests in surgery centers | 4,969 | 151 |
Purchases of marketable securities | -3,486 | 0 |
Other | 2,082 | 107 |
Net cash flows used in investing activities | -2,158,192 | -79,908 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 2,046,399 | 129,435 |
Repayment on long-term borrowings | -403,043 | -151,676 |
Distributions to owners, including noncontrolling interests | -139,443 | -137,081 |
Capital contributions | 0 | ' |
Proceeds from preferred stock offering | 172,500 | 0 |
Cash dividends for preferred shares | -2,239 | 0 |
Proceeds from common stock offering | 439,875 | 0 |
Payments of equity issuance costs | -24,366 | 0 |
Financing cost incurred | -65,673 | -1,257 |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other financing activities, net | 1,372 | -10,598 |
Net cash flows provided by (used in) financing activities | 2,025,382 | -169,920 |
Net increase (decrease) in cash and cash equivalents | 143,241 | -895 |
Cash and cash equivalents, beginning of period | 50,840 | 46,398 |
Cash and cash equivalents, end of period | 194,081 | 45,503 |
Consolidation, Eliminations [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | -361,171 | -247,704 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related transactions | 2,149,974 | 444 |
Acquisition of property and equipment | 0 | 0 |
Proceeds from sale of interests in surgery centers | 0 | 0 |
Purchases of marketable securities | 0 | ' |
Other | 0 | 0 |
Net cash flows used in investing activities | 2,149,974 | 444 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 |
Distributions to owners, including noncontrolling interests | 361,171 | 247,704 |
Capital contributions | -2,147,585 | ' |
Proceeds from preferred stock offering | 0 | ' |
Cash dividends for preferred shares | 0 | ' |
Proceeds from common stock offering | 0 | ' |
Payments of equity issuance costs | 0 | ' |
Financing cost incurred | 0 | ' |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other financing activities, net | -2,389 | -444 |
Net cash flows provided by (used in) financing activities | -1,788,803 | 247,260 |
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 | 103,091 | 29,083 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related transactions | -2,147,585 | 0 |
Acquisition of property and equipment | -3,653 | -3,264 |
Proceeds from sale of interests in surgery centers | 0 | 0 |
Purchases of marketable securities | 0 | ' |
Other | -2,555 | 107 |
Net cash flows used in investing activities | -2,153,793 | -3,157 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 2,040,000 | 122,200 |
Repayment on long-term borrowings | -394,318 | -141,403 |
Distributions to owners, including noncontrolling interests | 0 | 0 |
Capital contributions | 0 | ' |
Proceeds from preferred stock offering | 172,500 | ' |
Cash dividends for preferred shares | -2,239 | ' |
Proceeds from common stock offering | 439,875 | ' |
Payments of equity issuance costs | -24,366 | ' |
Financing cost incurred | -65,673 | ' |
Changes in intercompany balances with affiliates, net | 731 | 1,899 |
Other financing activities, net | 1,311 | -11,620 |
Net cash flows provided by (used in) financing activities | 2,167,821 | -28,924 |
Net increase (decrease) in cash and cash equivalents | 117,119 | -2,998 |
Cash and cash equivalents, beginning of period | 6,710 | 7,259 |
Cash and cash equivalents, end of period | 123,829 | 4,261 |
Guarantor Subsidiaries [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | 225,098 | 153,382 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related transactions | -2,142,611 | -59,899 |
Acquisition of property and equipment | -2,337 | 0 |
Proceeds from sale of interests in surgery centers | 4,969 | 151 |
Purchases of marketable securities | 0 | ' |
Other | -648 | 0 |
Net cash flows used in investing activities | -2,140,627 | -59,748 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 |
Distributions to owners, including noncontrolling interests | -206,580 | -94,322 |
Capital contributions | 2,147,585 | ' |
Proceeds from preferred stock offering | 0 | ' |
Cash dividends for preferred shares | 0 | ' |
Proceeds from common stock offering | 0 | ' |
Payments of equity issuance costs | 0 | ' |
Financing cost incurred | 0 | ' |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other financing activities, net | -206 | 688 |
Net cash flows provided by (used in) financing activities | 1,940,799 | -93,634 |
Net increase (decrease) in cash and cash equivalents | 25,270 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 25,270 | 0 |
Non-Guarantor Subsidiaries [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash flows provided by operating activities | 309,033 | 314,172 |
Cash flows from investing activities: | ' | ' |
Acquisitions and related transactions | 1,574 | 0 |
Acquisition of property and equipment | -17,119 | -17,447 |
Proceeds from sale of interests in surgery centers | 0 | 0 |
Purchases of marketable securities | -3,486 | ' |
Other | 5,285 | 0 |
Net cash flows used in investing activities | -13,746 | -17,447 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term borrowings | 6,399 | 7,235 |
Repayment on long-term borrowings | -8,725 | -10,273 |
Distributions to owners, including noncontrolling interests | -294,034 | -290,463 |
Capital contributions | 0 | ' |
Proceeds from preferred stock offering | 0 | ' |
Cash dividends for preferred shares | 0 | ' |
Proceeds from common stock offering | 0 | ' |
Payments of equity issuance costs | 0 | ' |
Financing cost incurred | 0 | ' |
Changes in intercompany balances with affiliates, net | -731 | -1,899 |
Other financing activities, net | 2,656 | 778 |
Net cash flows provided by (used in) financing activities | -294,435 | -294,622 |
Net increase (decrease) in cash and cash equivalents | 852 | 2,103 |
Cash and cash equivalents, beginning of period | 44,130 | 39,139 |
Cash and cash equivalents, end of period | $44,982 | $41,242 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Nov. 07, 2014 |
center | |
Surgery Center [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of centers acquired | 1 |
Consideration transferred | $13.50 |
Physician Practices [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of centers acquired | 2 |
Consideration transferred | $19 |