Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 26, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AMSURG CORP | ||
Entity Central Index Key | 895930 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 48,367,128 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $1,438,900,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $208,079 | $50,840 |
Restricted cash and marketable securities | 10,219 | 0 |
Accounts receivable, net of allowance of $113,357 and $27,862, respectively | 233,053 | 105,072 |
Supplies inventory | 19,974 | 18,414 |
Prepaid and other current assets | 115,362 | 36,699 |
Total current assets | 586,687 | 211,025 |
Property and equipment, net | 180,448 | 163,690 |
Investments in unconsolidated affiliates | 75,475 | 15,526 |
Goodwill | 3,381,149 | 1,758,970 |
Intangible assets, net | 1,273,879 | 27,867 |
Other assets | 25,886 | 866 |
Total assets | 5,523,524 | 2,177,944 |
Liabilities and Equity | ||
Current portion of long-term debt | 18,826 | 20,844 |
Accounts payable | 29,585 | 27,501 |
Accrued salaries and benefits | 140,044 | 32,294 |
Accrued interest | 29,644 | 1,885 |
Other accrued liabilities | 67,986 | 7,346 |
Total current liabilities | 286,085 | 89,870 |
Long-term debt | 2,232,186 | 583,298 |
Deferred income taxes | 633,480 | 176,020 |
Other long-term liabilities | 89,443 | 25,503 |
Commitments and contingencies | ||
Noncontrolling interests – redeemable | 184,099 | 177,697 |
Equity: | ||
Mandatory convertible preferred stock, no par value, 5,000 shares authorized, 1,725 and 0 shares issued and outstanding, respectively | 166,632 | 0 |
Common stock, no par value, 70,000 shares authorized, 48,113 and 32,353 shares outstanding, respectively | 885,393 | 185,873 |
Retained earnings | 627,522 | 578,324 |
Total AmSurg Corp. equity | 1,679,547 | 764,197 |
Noncontrolling interests – non-redeemable | 418,684 | 361,359 |
Total equity | 2,098,231 | 1,125,556 |
Total liabilities and equity | $5,523,524 | $2,177,944 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $113,357 | $27,862 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 1,725 | 0 |
Preferred stock, shares outstanding | 1,725 | 0 |
Common stock, shares authorized | 70,000 | 70,000 |
Common stock, shares outstanding | 48,113 | 32,353 |
Consolidated_Statements_Of_Ear
Consolidated Statements Of Earnings (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | $1,738,950 | $1,057,196 | $899,245 |
Provision for uncollectibles | -139,274 | -21,947 | -20,005 |
Net revenues | 1,621,949 | 1,057,196 | 899,245 |
Operating expenses: | |||
Salaries and benefits | 694,576 | 327,585 | 284,528 |
Supply cost | 164,296 | 153,126 | 126,919 |
Other operating expenses | 284,928 | 216,501 | 185,866 |
Transaction costs | 33,890 | 300 | 700 |
Depreciation and amortization | 60,344 | 32,400 | 29,255 |
Total operating expenses | 1,238,034 | 729,912 | 627,268 |
Gain on deconsolidation | 3,411 | 2,237 | 0 |
Equity in earnings of unconsolidated affiliates | 7,038 | 3,151 | 1,564 |
Operating income | 394,364 | 332,672 | 273,541 |
Interest expense, net | 83,285 | 29,525 | 16,950 |
Debt extinguishment costs | 16,887 | 0 | 0 |
Earnings from continuing operations before income taxes | 294,192 | 303,147 | 256,591 |
Income tax expense | 48,103 | 48,654 | 40,893 |
Net earnings from continuing operations | 246,089 | 254,493 | 215,698 |
Net earnings (loss) from discontinued operations | -1,296 | 7,051 | 7,945 |
Net earnings | 244,793 | 261,544 | 223,643 |
Less net earnings attributable to noncontrolling interests | 191,092 | 188,841 | 161,080 |
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | 72,703 | 62,563 |
Preferred stock dividends | -4,503 | 0 | 0 |
Net earnings attributable to AmSurg Corp. common shareholders | 49,198 | 72,703 | 62,563 |
Amounts attributable to AmSurg Corp. common shareholders: | |||
Earnings from continuing operations, net of income tax | 50,777 | 71,009 | 60,037 |
Earnings (loss) from discontinued operations, net of income tax | -1,579 | 1,694 | 2,526 |
Net earnings attributable to AmSurg Corp. common shareholders | 49,198 | 72,703 | 62,563 |
Basic earnings per share attributable to AmSurg Corp. common shareholders: | |||
Net earnings from continuing operations (usd per share) | $1.29 | $2.27 | $1.95 |
Net earnings from discontinued operations (usd per share) | ($0.04) | $0.05 | $0.08 |
Net earnings (usd per share) | $1.25 | $2.32 | $2.03 |
Diluted earnings per share attributable to AmSurg Corp. common shareholders: | |||
Net earnings from continuing operations (usd per share) | $1.28 | $2.22 | $1.90 |
Net earnings from discontinued operations (usd per share) | ($0.04) | $0.05 | $0.08 |
Net earnings (usd per share) | $1.24 | $2.28 | $1.98 |
Weighted average number of shares and share equivalents outstanding: | |||
Basic (in shares) | 39,311 | 31,338 | 30,773 |
Diluted (in shares) | 39,625 | 31,954 | 31,608 |
Physician Services [Member] | |||
Provision for uncollectibles | -117,001 | 0 | 0 |
Net revenues | $512,014 | $0 | $0 |
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, 2011 | $173,187 | $0 | $443,058 | $132,222 | $748,467 | $170,636 | |
Balance (in shares) at Dec. 31, 2011 | 31,284,000 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 223,643 | 62,563 | 26,303 | 88,866 | 134,777 | ||
Issuance of restricted stock (in shares) | 281,000 | ||||||
Cancellation of restricted stock (in shares) | -2,000 | ||||||
Stock options exercised | 18,214 | 18,214 | |||||
Stock options exercised (in shares) | 841,599 | 842,000 | |||||
Stock repurchased | -13,101 | -13,101 | |||||
Stock repurchased (in shares) | -464,000 | ||||||
Share-based compensation | 6,692 | 6,692 | |||||
Tax benefit related to exercise of stock options | 1,834 | 1,834 | |||||
Distributions to noncontrolling interests, net of capital contributions | -26,514 | -26,514 | -136,356 | ||||
Acquisitions and other transactions impacting noncontrolling interests | 252 | 174,615 | 174,867 | 6,957 | |||
Disposals and other transactions impacting noncontrolling interests | -3,211 | 4,352 | 1,141 | -632 | |||
Balance at Dec. 31, 2012 | 183,867 | 0 | 505,621 | 310,978 | 1,000,466 | 175,382 | |
Balance (in shares) at Dec. 31, 2012 | 31,941,000 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 261,544 | 72,703 | 49,789 | 122,492 | 139,052 | ||
Issuance of restricted stock (in shares) | 292,000 | ||||||
Cancellation of restricted stock (in shares) | -16,000 | ||||||
Stock options exercised | 33,349 | 33,349 | |||||
Stock options exercised (in shares) | 1,392,366 | 1,393,000 | |||||
Stock repurchased | -45,964 | -45,964 | |||||
Stock repurchased (in shares) | -1,257,000 | ||||||
Share-based compensation | 8,321 | 8,321 | |||||
Tax benefit related to exercise of stock options | 7,247 | 7,247 | |||||
Distributions to noncontrolling interests, net of capital contributions | -49,533 | -49,533 | -134,298 | ||||
Acquisitions and other transactions impacting noncontrolling interests | 679 | 48,115 | 48,794 | -319 | |||
Disposals and other transactions impacting noncontrolling interests | -1,626 | 2,010 | 384 | -2,120 | |||
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 | 244,793 | 53,701 | 56,048 | 109,749 | 135,044 | ||
Issuance of stock | 693,289 | 166,632 | 859,921 | ||||
Issuance of stock (in shares) | 15,490,000 | 1,725,000 | |||||
Issuance of restricted stock (in shares) | 272,000 | ||||||
Cancellation of restricted stock (in shares) | -12,000 | ||||||
Stock options exercised | 2,630 | 2,630 | |||||
Stock options exercised (in shares) | 111,743 | 111,000 | |||||
Stock repurchased | -4,615 | -4,615 | |||||
Stock repurchased (in shares) | -101,000 | ||||||
Share-based compensation | 10,104 | 10,104 | |||||
Tax benefit related to exercise of stock options | 3,177 | 3,177 | |||||
Dividends paid on preferred stock | -4,503 | -4,503 | |||||
Distributions to noncontrolling interests, net of capital contributions | -56,439 | -56,439 | -133,594 | ||||
Acquisitions and other transactions impacting noncontrolling interests | 744 | 54,725 | 55,469 | 6,482 | |||
Disposals and other transactions impacting noncontrolling interests | -5,809 | 2,991 | -2,818 | -1,530 | |||
Balance at Dec. 31, 2014 | $2,098,231 | $885,393 | $166,632 | $627,522 | $418,684 | $2,098,231 | $184,099 |
Balance (in shares) at Dec. 31, 2014 | 48,113,000 | 1,725,000 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net earnings | $244,793 | $261,544 | $223,643 |
Adjustments to reconcile net earnings to net cash flows provided by operating activities: | |||
Depreciation and amortization | 60,344 | 32,400 | 29,255 |
Amortization of deferred loan costs | 17,715 | 1,977 | 1,215 |
Provision for uncollectibles | 139,274 | 21,947 | 20,005 |
Net (gain) loss on sale of long-lived assets | 2,843 | -1,468 | -1,065 |
Gain on deconsolidation | -3,411 | -2,237 | 0 |
Share-based compensation | 10,104 | 8,321 | 6,692 |
Excess tax benefit from share-based compensation | -3,177 | -7,247 | -1,784 |
Deferred income taxes | 30,780 | 38,363 | 24,558 |
Equity in earnings of unconsolidated affiliates | -7,038 | -3,151 | -1,564 |
Debt extinguishment costs | 4,536 | 0 | 0 |
Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions: | |||
Accounts receivable | -137,663 | -23,244 | -11,944 |
Supplies inventory | -206 | 132 | 110 |
Prepaid, supplies and other current assets | -9,091 | -5,308 | -4,651 |
Accounts payable | -8,440 | 441 | 579 |
Accrued expenses and other liabilities | 66,175 | 6,693 | 7,550 |
Other, net | 4,833 | 3,661 | 3,053 |
Net cash flows provided by operating activities | 412,371 | 332,824 | 295,652 |
Cash flows from investing activities: | |||
Acquisitions and related expenses | -2,184,058 | -73,594 | -277,388 |
Acquisition of property and equipment | -40,217 | -28,856 | -28,864 |
Proceeds from sale of interests in surgery centers | 7,069 | 3,553 | 7,309 |
Purchases of marketable securities | -6,474 | 0 | 0 |
Maturities of marketable securities | 3,486 | 0 | 0 |
Other | -4,941 | 159 | 0 |
Net cash flows used in investing activities | -2,225,135 | -98,738 | -298,943 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 2,048,958 | 162,204 | 565,566 |
Repayment on long-term borrowings | -408,475 | -202,083 | -394,164 |
Distributions to noncontrolling interests | -190,097 | -184,149 | -162,941 |
Proceeds from preferred stock offering | 172,500 | 0 | 0 |
Cash dividends for preferred shares | -4,503 | 0 | 0 |
Proceeds from common stock offering | 439,875 | 0 | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 2,630 | 33,349 | 18,214 |
Repurchase of common stock | -4,615 | -45,964 | -13,101 |
Excess tax benefit from share-based compensation | 3,177 | 7,247 | 1,784 |
Payments of equity issuance costs | -24,494 | 0 | 0 |
Financing costs incurred | -65,811 | -1,322 | -7,982 |
Other | 858 | 1,074 | 1,595 |
Net cash flows provided by (used in) financing activities | 1,970,003 | -229,644 | 8,971 |
Net increase in cash and cash equivalents | 157,239 | 4,442 | 5,680 |
Cash and cash equivalents, beginning of year | 50,840 | 46,398 | 40,718 |
Cash and cash equivalents, end of year | 208,079 | 50,840 | 46,398 |
Supplemental cash flow information: | |||
Interest payments | 38,129 | 28,378 | 14,786 |
Income tax payments, net of refunds | $19,224 | $7,756 | $19,615 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Accounting Policies |
Below are a summary of the Company's policies that are not otherwise found within other notes. | |
a. Principles of Consolidation | |
Ambulatory Services | |
AmSurg Corp. (the “Company”), through its wholly-owned subsidiaries, owns interests, primarily 51%, in LPs and LLCs which own and operate ASCs primarily in the following specialties: gastroenterology; multi-specialty; ophthalmology; and orthopaedics. 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. | |
As further described in note 19, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships. While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of December 31, 2014, the occurrence of such regulatory changes is outside the control of the Company. As a result, these noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets. | |
Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. | |
Physician Services | |
On July 16, 2014, the Company completed its acquisition of 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 consolidated financial statements include the accounts of Sheridan and its wholly-owned subsidiaries along with the accounts of affiliated 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. | |
b. Cash and Cash Equivalents | |
Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of less than three months when purchased. Cash and cash equivalents are reflected in the financial statements at cost, which approximates fair value. | |
c. Restricted Cash and Marketable Securities | |
As of December 31, 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. The Company has reflected $20.1 million of its restricted cash and marketable securities as a component of other assets in the accompanying consolidated balance sheet. The remaining $10.2 million is reflected as a component of total current assets in the accompanying consolidated balance sheet as such amount is available to satisfy the claims payments estimated to occur in the next twelve months. As of December 31, 2014, the Company had $3.0 million included in restricted cash and marketable securities which are certificates of deposit with maturities less than 180 days, which approximates fair value. | |
d. Supplies Inventory | |
Supplies inventory consists of medical and drug supplies and is recorded at cost on a first-in, first-out basis. | |
e. 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 December 31, 2014 and 2013, with the exception of the contingent purchase price payable (further discussed in note 4), the Company utilized Level 1 and 2 inputs to perform such measurements methods, which were commensurate with the market approach. There were no transfers to or from Levels 1 and 2 during the year ended December 31, 2014. The Company's non-patient receivables and accounts payable are reflected in the financial statements at cost, which approximates fair value. | |
f. 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. | |
g. 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 6. | |
h. Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board issued 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. Upon adoption in the first quarter of 2015, 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 position, results of operations or cash flows. | |
In February 2015, the FASB issued ASU No. 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis". The new guidance makes amendments to the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for annual periods beginning after December 15, 2015. The Company has yet to assess the impact, if any, this ASU will have on the Company's consolidated financial position, results of operations or cash flows. |
Revenue_Recognition
Revenue Recognition | 12 Months Ended | ||||||
Dec. 31, 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 the years ended December 31, 2014, 2013 and 2012, the Company derived approximately 25%, 25% and 27%, respectively, 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 revenue for the physician services segment consists of the following major payors (in thousands): | |||||||
July 16, 2014 - December 31, 2014 (1) | |||||||
Medicare | $ | 61,378 | 12 | % | |||
Medicaid | 28,224 | 5.5 | |||||
Commercial and managed care | 382,343 | 74.7 | |||||
Self-pay | 102,727 | 20.1 | |||||
Net fee for service revenue | 574,672 | 112.3 | |||||
Contract and other revenue | 54,343 | 10.6 | |||||
Provision for uncollectibles | (117,001 | ) | (22.9 | ) | |||
Net revenue for physician services | $ | 512,014 | 100 | % | |||
-1 | Net revenue by payor is for the period July 16, 2014, the date of the acquisition of Sheridan, through December 31, 2014. As such, historical amounts are not included. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 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 adjustments 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 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 collectability of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. The Company also supplements its allowance for doubtful accounts policy for its physician services 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. Changes in these estimates are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimates 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 earnings. 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 earnings, 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 earnings. 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. Bad debt expense for the ambulatory services segment is included in other operating expenses and was approximately $21.9 million, $21.7 million and $19.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Bad debt expense related to physician services was $117.0 million during the period from July 16, 2014 through December 31, 2014 and is included as a reduction to revenues in the accompanying consolidated statements of earnings. | |
At December 31, 2014 and 2013 allowances for doubtful accounts were $113.4 million and $27.9 million, respectively. The significant increase in the Company's allowance for doubtful accounts as of December 31, 2014 was primarily due to the Sheridan acquisition. At December 31, 2014, approximately 73% of the Company’s allowance for doubtful accounts was 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. Concentration of credit risk is limited by the diversity and number of hospitals, patients, payors and by the geographic dispersion of the Company’s operations. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Dec. 31, 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. | ||||||||||||
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 $421.3 million and $166.6 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 $139.1 million during the year ended December 31, 2014. Approximately $53.0 million was capitalized as deferred financing costs, $24.5 million was related to the equity offerings and recorded as a reduction to equity, $31.9 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 year ended December 31, 2014. | ||||||||||||
The accounting for the acquisition of Sheridan is currently preliminary. The Company continues to obtain information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests in the transaction. Acquired assets and assumed liabilities include, but are not limited to, fixed assets, licenses, intangible assets and professional liabilities. The valuations are based on 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. | ||||||||||||
Ambulatory Services Acquisitions | ||||||||||||
As a significant part of its growth strategy, the Company seeks to acquire interests in surgery centers. During 2014 and 2013, the Company, through a wholly-owned subsidiary, acquired a controlling interest in eight and five surgery centers, respectively. Of the centers acquired during 2014, three were acquired as part of the Sheridan transaction and five were individually acquired in separate transactions. The aggregate amount paid for the individually acquired centers and for settlement of purchase price payable obligations during December 31, 2014 and 2013 was approximately $50.9 million and $73.6 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 year ended December 31, 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 2011. | ||||||||||||
Physician Services Acquisitions | ||||||||||||
The Company completed the acquisition of two physician group practices in 2014 following the acquisition of Sheridan. The total consideration consisted of cash of $19.0 million, which was funded at closing through operating cash flow, plus contingent consideration payable in the future based on meeting certain performance targets which include new contract, volume and other performance metrics. | ||||||||||||
As a result of recent acquisitions, the Company has agreed to pay as additional consideration, certain amounts which are dependent on the acquired entity achieving future performance metrics. As of December 31, 2014, the Company has accrued $20.7 million as a component of accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet which represents management's estimate of the fair values of the contingent consideration. As of December 31, 2014, the Company estimates it may have to pay between $18 to $23 million in future contingent payments for acquisitions made prior to December 31, 2014 based upon the current projected financial performance or anticipated achievement of other targets of the acquired operations. The current estimate of future contingent payments could increase or decrease depending upon the actual performance of the acquisition over each respective measurement period. At December 31, 2013, the Company had no liability recorded related to contingent consideration. | ||||||||||||
The Company utilizes Level 3 inputs, which includes unobservable data, to measure the fair value of the contingent consideration related to the physician practices acquired during the year ended December 31, 2014. The fair value was determined utilizing future forecasts of both earnings and other performance metrics which are expected to be achieved during the performance period, in accordance with each respective purchase agreement. In estimating the fair value, management developed various scenarios and weighted the probable outcome of each scenario using a range of expected probability specific to each agreement. Management utilized a market rate to discount the results of such analysis in order to record the present value of the expected future payout. During the year ended December 31, 2014, there was no change in the fair value of the Company's contingent liabilities primarily due to the fact that the acquisitions occurred in the latter half of the year. The timing of the payments of the additional consideration varies by agreement but are expected to occur within one to three years from the date of acquisition. | ||||||||||||
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 during 2014 and 2013, including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan (1) | Acquisitions (1) | Acquisitions | ||||||||||
Accounts receivable | $ | 130,260 | $ | 1,816 | $ | 4,011 | ||||||
Other current assets | 105,757 | 1,075 | 2,014 | |||||||||
Property and equipment | 20,185 | 3,294 | 6,894 | |||||||||
Goodwill | 1,534,656 | 101,865 | 116,243 | |||||||||
Intangible assets | 1,200,028 | 14,207 | — | |||||||||
Other long-term assets | 50,304 | — | — | |||||||||
Accounts payable | (5,862 | ) | (2,519 | ) | (2,214 | ) | ||||||
Other accrued liabilities | (118,548 | ) | (626 | ) | (532 | ) | ||||||
Deferred income taxes | (432,792 | ) | — | — | ||||||||
Other long-term liabilities | (69,456 | ) | (8,588 | ) | (254 | ) | ||||||
Long-term debt | (4,594 | ) | (717 | ) | (3,028 | ) | ||||||
Total fair value | 2,409,938 | 109,807 | 123,134 | |||||||||
Less: Fair value attributable to noncontrolling interests | 24,365 | 39,371 | 49,792 | |||||||||
Acquisition date fair value of total consideration transferred | $ | 2,385,573 | $ | 70,436 | $ | 73,342 | ||||||
-1 | Represents the preliminary allocation of fair value of acquired assets and liabilities associated with these acquisitions at December 31, 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 2014, the Company expensed transaction costs of approximately $33.9 million primarily associated with the acquisition of Sheridan. Such costs excluded those amounts that were either capitalized or expensed as part of the financing transactions associated with the acquisition. During 2013, the Company expensed transaction costs of approximately $0.3 million associated with its acquisition of surgery centers. | ||||||||||||
Revenues and net earnings included in the years ended December 31, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan | Acquisitions | Acquisitions | ||||||||||
Net revenues | $ | 517,213 | $ | 20,844 | $ | 15,616 | ||||||
Net earnings | 26,776 | 5,155 | 4,596 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 459 | 2,859 | 2,603 | |||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 26,317 | $ | 2,296 | $ | 1,993 | ||||||
The unaudited consolidated pro forma results for the years ended December 31, 2014 and 2013, assuming all 2014 acquisitions had been consummated on January 1, 2013, all 2013 acquisitions had been consummated on January 1, 2012 are as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 2,217,682 | $ | 2,171,999 | ||||||||
Net earnings | 295,156 | 243,675 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | ||||||||||||
Net earnings | 97,538 | 39,980 | ||||||||||
Net earnings per common share: | ||||||||||||
Basic | $ | 1.88 | $ | 0.66 | ||||||||
Diluted | $ | 1.86 | $ | 0.65 | ||||||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 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. 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. 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 are reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings. 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. The Company has recorded in the accompanying consolidated balance sheets, in investments in unconsolidated affiliates, approximately $75.5 million and $15.5 million as of December 31, 2014 and 2013, respectively, which represents the carrying value of the Company's equity method investments. During 2014 and 2013, the Company also recorded its share of the profits and losses from these investments of $7.0 million and $3.2 million, respectively, as a component of equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings, respectively. | |
Partnerships with Health Systems - Ambulatory Services | |
During 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 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. As part of the Sheridan acquisition, the Company acquired a noncontrolling interest in an entity jointly owned by physician partners that control a center. During 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 for the years ended December 31, 2014 and 2013, respectively. Additionally, the Company also recorded its share of the profits and losses from these investments of $0.7 million and $0.2 million, as a component of equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings, for the years ended December 31, 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 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 for the years ended December 31, 2014 and 2013, respectively. | |
Partnerships with Health Systems - Physician Services | |
As part of the Sheridan acquisition, the Company acquired an interest in a joint venture with HCA Holdings, Inc. (HCA) that provides hospital-based physician services to certain HCA affiliates. In conjunction with the acquisition of Sheridan, the Company recorded its estimate of the fair value of its investment of $49.4 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 company 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 $3.4 million as a component of equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings during 2014. In addition, the Company recognized management and billing fees totaling $4.7 million during 2014, which are included in net revenue in the accompanying consolidated statement of earnings. Additionally, the Company has recorded a receivable from the entity in the amount of $3.5 million as of December 31, 2014 for certain operating expenses incurred on behalf of the entity. This receivable is included in other current assets in the accompanying consolidated balance sheets. |
Dispositions
Dispositions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Dispositions | Dispositions | |||||||||||
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 years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues | $ | 9,545 | $ | 25,373 | $ | 34,911 | ||||||
Earnings before income taxes | 893 | 5,607 | 9,919 | |||||||||
Results of discontinued operations, net of tax: | ||||||||||||
Earnings from operations of discontinued interests in surgery centers | 710 | 4,449 | 7,920 | |||||||||
Gain (loss) on disposal of discontinued interests in surgery centers | (2,006 | ) | 2,602 | 25 | ||||||||
Net earnings (loss) from discontinued operations | (1,296 | ) | 7,051 | 7,945 | ||||||||
Less: Net earnings from discontinued operations attributable to noncontrolling interests | 283 | 5,357 | 5,419 | |||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders | $ | (1,579 | ) | $ | 1,694 | $ | 2,526 | |||||
Cash proceeds from disposal for the years ended December 31, 2014, 2013 and 2012 were $7.1 million, $3.6 million and $7.3 million, respectively. | ||||||||||||
As further described in note 1, beginning in 2015, dispositions of centers similar to those disposed of in prior years will no longer qualify for classification in discontinued operations. |
Prepaid_and_Other_Current_Asse
Prepaid and Other Current Assets | 12 Months Ended | |||||||
Dec. 31, 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 December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Income taxes receivable | $ | 28,694 | $ | 1,865 | ||||
Prepaid expenses | 18,682 | 12,730 | ||||||
Deferred compensation plan assets | 17,320 | 13,313 | ||||||
Deferred income taxes | 22,462 | 3,097 | ||||||
Other | 28,204 | 5,694 | ||||||
Total prepaid and other current assets | $ | 115,362 | $ | 36,699 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment are stated at cost. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Depreciation for buildings and improvements is recognized under the straight-line method over 20 to 40 years or, for leasehold improvements, over the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Depreciation for movable equipment is recognized over useful lives of three to ten years. | ||||||||
Property and equipment at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | |||||||
Building and improvements | $ | 170,420 | $ | 161,805 | ||||
Movable equipment | 215,444 | 207,176 | ||||||
Construction in progress | 11,940 | 2,321 | ||||||
397,804 | 371,302 | |||||||
Less accumulated depreciation | (217,356 | ) | (207,612 | ) | ||||
Property and equipment, net | $ | 180,448 | $ | 163,690 | ||||
At December 31, 2014, the Company and its partnerships had unfunded construction and equipment purchases of approximately $7.7 million in order to complete construction in progress. Depreciation expense for continuing and discontinued operations for the years ended December 31, 2014, 2013 and 2012 was $33.2 million, $29.8 million and $26.7 million, respectively. The Company's capitalized interest for the years ended December 31, 2014, 2013 and 2012 was not significant. |
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill And Intangible Assets | Goodwill and Intangible Assets | |||||||||||||||||||||||
The Company’s intangible assets include goodwill and other intangibles, which include the fair value of both the customer relationships with hospitals and trade names acquired in our physician services segment. The Company's indefinite lived intangibles include goodwill and trade names. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates indefinite-lived intangible assets, including goodwill, for impairment at least on an annual basis and more frequently if certain indicators are encountered. Indefinite lived intangibles are to be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, the indefinite lived intangibles associated with the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of October 1, 2014, and determined that its indefinite lived intangibles were not impaired. The Company's finite lived intangibles includes its customer relationship with hospitals. The Company tests its finite lived intangibles for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The Company's policy is to recognize an impairment charge when the carrying amount is not recoverable and such amount exceeds fair value. During the year ended December 31, 2014, there were no events or circumstances that indicated a potential impairment in the Company's finite lived intangibles. | ||||||||||||||||||||||||
In the fourth quarter of 2014, the Company prospectively changed its annual goodwill impairment testing date from the last day of its fiscal year to the first day of October. The voluntary change was to better align its goodwill impairment testing procedures with the completion of its annual financial and strategic planning process and to provide the Company with adequate time to evaluate goodwill for impairment. As a result, during 2014, the Company tested the goodwill of all of its reporting units for impairment as of October 1, 2014 and concluded that there was no impairment of the carrying value of goodwill. The change in accounting principle related to changing the annual goodwill impairment testing date did not accelerate, delay, avoid, or cause an impairment charge. This change was not applied retrospectively, as it is impracticable to objectively determine the assumptions that would have been used as of each October 1 for periods prior to October 1, 2014 without the use of hindsight. Accordingly, the change will be applied prospectively. | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Balance, beginning of year | $ | 1,758,970 | $ | 1,652,002 | ||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 1,636,521 | 112,951 | ||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (14,342 | ) | (5,983 | ) | ||||||||||||||||||||
Balance, end of year | $ | 3,381,149 | $ | 1,758,970 | ||||||||||||||||||||
Although the determination of goodwill generated as a result of the Sheridan transaction is still preliminary as of December 31, 2014, the ambulatory services segment and the physician services segment had approximately $1.9 billion and $1.5 billion, respectively, of goodwill. During the year ended December 31, 2014, goodwill increased $131.2 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 year ended December 31, 2014, the majority of goodwill included in the physician services segment was generated as a result of the Sheridan acquisition with the remainder attributable to two acquisitions completed during the fourth quarter of 2014. For the years ended December 31, 2014 and 2013 approximately $51.7 million and $70.2 million, respectively, of goodwill recorded was deductible for tax purposes that relates to the ambulatory services segment. As of December 31, 2014, approximately $12.8 million of goodwill recorded was deductible for tax purposes related to the physician services segment. The acquisition of Sheridan did not result in additional tax deductible goodwill. | ||||||||||||||||||||||||
Intangible assets consist primarily of customer relationships with hospitals, deferred financing costs, capitalized software and certain amortizable and non-amortizable non-compete and customer agreements. Customer relationships with hospitals are initially recorded at their estimated fair value and typically amortized on a straight-line basis over 20 years. Deferred financing costs and amortizable non-compete agreements and customer agreements are amortized over the term of the related debt as interest expense and the contractual term or estimated life (five to ten years) of the agreements as amortization expense. Capitalized software is amortized over estimated useful lives of three to eight years. | ||||||||||||||||||||||||
Intangible assets at December 31, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Customer relationships with hospitals | $ | 971,645 | $ | (22,145 | ) | $ | 949,500 | $ | — | $ | — | $ | — | |||||||||||
Deferred financing costs | 59,574 | (5,151 | ) | 54,423 | 15,814 | (4,953 | ) | 10,861 | ||||||||||||||||
Capitalized software | 50,387 | (19,197 | ) | 31,190 | 21,036 | (14,831 | ) | 6,205 | ||||||||||||||||
Agreements, contracts and other | 3,523 | (2,752 | ) | 771 | 3,448 | (2,472 | ) | 976 | ||||||||||||||||
Total amortizable intangible assets | 1,085,129 | (49,245 | ) | 1,035,884 | 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 | $ | 1,323,124 | $ | (49,245 | ) | $ | 1,273,879 | $ | 50,123 | $ | (22,256 | ) | $ | 27,867 | ||||||||||
As a result of the financing for the Sheridan acquisition, the Company recorded an additional $53.0 million and a write-off of $4.5 million of deferred financing costs during the year ended December 31, 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 year ended December 31, 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 preliminary 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 years ended December 31, 2014, 2013 and 2012 was $32.5 million, $2.2 million and $1.4 million, respectively, and reflects amounts expensed to depreciation and amortization as well as the portion of amortized deferred financing cost charged to interest expense. Included in the 2014 amount above is also $12.8 million that was charged to interest expenses related to a write-off of a commitment fee for bridge financing, which the Company had secured in order to complete the acquisition of Sheridan but did not require upon obtaining permanent financing. | ||||||||||||||||||||||||
Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2014 is $64.7 million, $63.8 million, $62.5 million, $61.6 million, $59.1 million and $724.2 million, respectively. The Company expects to recognize amortization of all intangible assets over a weighted average period of 18.3 years with no expected residual values. |
Other_Accrued_Liabilities
Other Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 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 December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Refunds payable | $ | 17,752 | $ | — | ||||
Accrued professional liabilities | 11,983 | 1,171 | ||||||
Contingent purchase price payable | 12,213 | — | ||||||
Other | 26,038 | 6,175 | ||||||
Total other accrued liabilities | $ | 67,986 | $ | 7,346 | ||||
Accrued_Professional_Liabiliti
Accrued Professional Liabilities | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Payables and Accruals [Abstract] | ||||
Accounts Professional Liabilities | Accrued Professional Liabilities | |||
The Company maintains professional liability insurance policies with third-party insurers generally on a claims-made basis, subject to self-insured retention, exclusions and other restrictions. The Company’s self-insured retention under its professional liability insurance program is also maintained through a wholly-owned captive insurance subsidiary. The Company records an estimate of liabilities for self-insured amounts and claims incurred but not reported based on an actuarial valuation using historical loss patterns and are not discounted. | ||||
At December 31, 2014, the Company had total accrued professional liabilities of $53.8 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): | ||||
2014 | ||||
Estimated losses under self-insured programs | $ | 25,337 | ||
Incurred but not reported losses | 28,448 | |||
Total accrued professional liabilities | 53,785 | |||
Less estimated losses payable within one year | 11,983 | |||
Total | $ | 41,802 | ||
The changes to the Company's estimated losses under self-insured programs as of December 31, 2014 were as follows (in thousands): | ||||
Balance at December 31, 2013 | $ | 1,171 | ||
Assumed liabilities through acquisitions | 53,512 | |||
Provision related to current period reserves | 5,423 | |||
Payments for current period reserves | (1,595 | ) | ||
Benefit related to changes in prior period reserves | (661 | ) | ||
Payments for prior period reserves | (6,055 | ) | ||
Other, net | 1,990 | |||
Balance at December 31, 2014 | $ | 53,785 | ||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-term Debt | |||||||
Long-term debt at December 31, 2014 and 2013 consisted of the following (in thousands): | ||||||||
2014 | 2013 | |||||||
Revolving credit agreement | $ | — | $ | 252,500 | ||||
Term loan | 865,650 | — | ||||||
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 at an average rate of 3.4%, due through 2025 | 20,156 | 21,149 | ||||||
Capitalized lease arrangements at an average rate of 5.4%, due through 2031 | 15,206 | 10,850 | ||||||
2,251,012 | 604,142 | |||||||
Less current portion | 18,826 | 20,844 | ||||||
Long-term debt | $ | 2,232,186 | $ | 583,298 | ||||
Principal payments required on the Company’s long-term debt and capital leases in the five years and thereafter subsequent to December 31, 2014 are $18.8 million, $15.9 million, $13.7 million, $11.4 million, $10.2 million, and $2,181.0 million. The fair value of fixed rate long-term debt, with a carrying value of $1,383.4 million, was $1,418.6 million at December 31, 2014. The fair value of variable rate long-term debt approximates its carrying value of $867.6 million at December 31, 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. | ||||||||
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, 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 December 31, 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 December 31, 2014, the Company was in compliance with the covenants contained in the term loan and credit facility. As of December 31, 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 during the year ended December 31, 2014 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 December 31, 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 December 31, 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”). On January 16, 2015, under the terms of the Registrations Rights Agreement, the Company commenced an offer to exchange the outstanding 2022 Senior Unsecured Notes for an equal amount of such notes that are registered under the Securities Act of 1933, as amended. The exchange offer was completed on February 19, 2015, and all holders of the 2022 Senior Unsecured Notes participated in the exchange. | ||||||||
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, resulting in an increase in the annual interest rate to 8.04%, and certain other adjustments to the existing covenants. Principal payments on the Senior Secured Notes did not begin until August 2013. On July 16, 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 $12.4 million to the holders of the Senior Secured Notes, which is recognized as a component of debt extinguishment costs during the year ended December 31, 2014 in the accompanying statements of operations. | ||||||||
d. Other debt | ||||||||
Certain partnerships included in the Company’s consolidated financial statements have loans with local lending institutions, included above in other debt, which are collateralized by certain assets of the surgery centers with a book value of approximately $47.8 million. The Company and the partners have guaranteed payment of the loans in proportion to the relative partnership interests. |
Other_Longterm_Liabilities
Other Long-term Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Long-term Liabilities | Other Long-term Liabilities | |||||||
The following table presents a summary of items comprising other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Accrued professional liabilities | $ | 41,802 | $ | — | ||||
Contingent purchase price payable | 8,470 | — | ||||||
Deferred rent | 16,814 | 14,637 | ||||||
Tax-effected unrecognized benefits | 8,353 | 6,888 | ||||||
Other | 14,004 | 3,978 | ||||||
Other long-term liabilities | $ | 89,443 | $ | 25,503 | ||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||
The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of earnings. 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 income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2011. | ||||||||||||
Total income taxes expense (benefit) for the years ended December 31, 2014, 2013 and 2012 was included within the following sections of the consolidated financial statements as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income from continuing operations | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
Discontinued operations | (643 | ) | 9 | 3,045 | ||||||||
Shareholders’ equity | (3,177 | ) | (7,381 | ) | (1,581 | ) | ||||||
Total | $ | 44,283 | $ | 41,282 | $ | 42,357 | ||||||
Income tax expense from continuing operations for the years ended December 31, 2014, 2013 and 2012 was comprised of the following (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 8,640 | $ | 7,895 | $ | 14,602 | ||||||
State | 4,396 | 3,598 | 4,806 | |||||||||
Deferred: | ||||||||||||
Federal | 27,505 | 31,509 | 18,018 | |||||||||
State | 7,562 | 5,652 | 3,467 | |||||||||
Income tax expense | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
Income tax expense from continuing operations for the years ended December 31, 2014, 2013 and 2012 differed from the amount computed by applying the U.S. federal income tax rate of 35% to earnings before income taxes as a result of the following (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal income tax | $ | 102,967 | $ | 106,101 | $ | 89,806 | ||||||
Less federal income tax assumed directly by noncontrolling interests | (66,783 | ) | (64,219 | ) | (56,378 | ) | ||||||
State income taxes, net of federal income tax benefit | 6,616 | 5,539 | 7,020 | |||||||||
Increase in valuation allowances | 4,662 | 924 | 419 | |||||||||
Interest related to unrecognized tax benefits | (161 | ) | (155 | ) | (109 | ) | ||||||
Other | 802 | 464 | 135 | |||||||||
Income tax expense | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Decreases in interest and penalty obligations of $0.1 million, $0.2 million and $0.1 million were recognized in the consolidated statement of earnings for the years ended December 31, 2014, 2013 and 2012, respectively, resulting in a total recognition of interest and penalty obligations of approximately $1.2 million and $0.9 million in the consolidated balance sheet at December 31, 2014 and 2013, respectively. | ||||||||||||
The Company primarily has unrecognized tax benefits that represent an amortization deduction which is temporary in nature. A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of year | $ | 6,330 | $ | 9,235 | $ | 7,252 | ||||||
Additions for tax positions of current year | 204 | 46 | 119 | |||||||||
Increases for tax positions taken during a prior period | 1,069 | — | 1,985 | |||||||||
Lapse of statute of limitations | (267 | ) | (2,951 | ) | (121 | ) | ||||||
Balance at end of year | $ | 7,336 | $ | 6,330 | $ | 9,235 | ||||||
The Company believes that the total amount of increases in unrecognized tax benefits within the next 12 months will not be significant. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized is approximately $0.4 million. | ||||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Allowance for uncollectible accounts | $ | 1,096 | $ | 897 | ||||||||
Accrued assets and other | 27,537 | 5,292 | ||||||||||
Valuation allowances | (3,736 | ) | (2,021 | ) | ||||||||
Total current deferred tax assets | 24,897 | 4,168 | ||||||||||
Share-based compensation | 7,719 | 7,635 | ||||||||||
Interest on unrecognized tax benefits | 245 | 230 | ||||||||||
Accrued liabilities and other | 3,931 | 3,629 | ||||||||||
Medical malpractice | 16,240 | — | ||||||||||
Operating and capital loss carryforwards | 22,709 | 9,185 | ||||||||||
Valuation allowances | (13,721 | ) | (7,665 | ) | ||||||||
Total non-current deferred tax assets | 37,123 | 13,014 | ||||||||||
Total deferred tax assets | 62,020 | 17,182 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid expenses | 2,435 | 1,071 | ||||||||||
Property and equipment, principally due to differences in depreciation | 15,235 | 4,137 | ||||||||||
Goodwill, intangible assets and other, principally due to differences in amortization | 655,368 | 184,897 | ||||||||||
Total deferred tax liabilities | 673,038 | 190,105 | ||||||||||
Net deferred tax liabilities | $ | 611,018 | $ | 172,923 | ||||||||
The net deferred tax liabilities at December 31, 2014 and 2013 were recorded as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred income tax assets | $ | 22,462 | $ | 3,097 | ||||||||
Non-current deferred income tax liabilities | 633,480 | 176,020 | ||||||||||
Net deferred tax liabilities | $ | 611,018 | $ | 172,923 | ||||||||
The Company has provided valuation allowances on its gross deferred tax assets to the extent that management does not believe that it is more likely than not that such asset will be realized. Capital loss carryforwards began to expire in 2014, and state net operating losses will begin to expire in 2015. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 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 was 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. 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. During November 2014, the shares registered on Form S-3 were sold. As a result of that transaction, the Company has no future obligation to register additional shares under the Equity Registration Rights Agreement. | ||||||||||||
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 which expired on February 9, 2015. As of December 31, 2014, there was approximately $27.1 million available under the stock repurchase program. | ||||||||||||
During the year ended 2014, the Company did not purchase any shares under the stock repurchase program. During the year ended 2013, the Company purchased 1,154,378 shares of the Company’s common stock for approximately $42.7 million, at an average price of $36.93 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 2014 and 2013, the Company repurchased 100,720 shares and 102,252 shares, respectively, of common stock for approximately $4.6 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. Subsequent quarterly dividends, to the extent lawful and declared by the Company’s Board of Directors, will be $1.3125 per share, or $2.3 million, of Mandatory Convertible Preferred Stock. For the year ended December 31, 2014, the Company's Board of Directors declared dividend payments in August and November, respectively, totaling $4.5 million. | ||||||||||||
c. Stock Incentive Plans | ||||||||||||
Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted using a fair value method. The Company applies the Black-Scholes method of valuation in determining share-based compensation expense for option awards. | ||||||||||||
Benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow, thus reducing the Company’s net operating cash flows and increasing its financing cash flows by $3.2 million, $7.2 million and $1.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company examines its concentrations of holdings, its historical patterns of award exercises and forfeitures as well as forward-looking factors, in an effort to determine if there were any discernible employee populations. From this analysis, the Company has identified three employee populations, consisting of senior executives, officers and all other recipients. The expected volatility rate applied was estimated based on historical volatility. The expected term assumption applied is based on contractual terms, historical exercise and cancellation patterns and forward-looking factors where present for each population identified. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company will adjust the estimated forfeiture rate to its actual experience. The Company intends to retain its earnings to finance growth and development of the business and does not expect to declare or pay any cash dividends in the foreseeable future except as required in accordance with the terms of the Company's mandatory convertible preferred stock. | ||||||||||||
In May 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan. The Company also has unvested restricted stock and fully vested 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 December 31, 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 for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Share-based compensation expense | $ | 10,104 | $ | 8,321 | $ | 6,692 | ||||||
Fair value of shares vested | 15,126 | 11,742 | 6,425 | |||||||||
Cash received from option exercises | 2,630 | 33,349 | 18,214 | |||||||||
Tax benefit from option exercises | 3,177 | 7,247 | 1,784 | |||||||||
As of December 31, 2014, the Company had total unrecognized compensation cost of approximately $8.4 million related to non-vested awards, which the Company expects to recognize through 2018 and over a weighted average period of 1.2 years. | ||||||||||||
Average outstanding share-based awards to purchase approximately 20,000 shares of common stock that had an exercise price in excess of the average market price of the common stock during the year ended December 31, 2012 were not included in the calculation of diluted securities under the treasury method for purposes of determining diluted earnings per share due to their anti-dilutive impact. During the years ended December 31, 2014 and 2013, there were no options that were anti-dilutive. | ||||||||||||
A summary of the status of and changes for non-vested restricted shares for the three years ended December 31, 2014, is as follows: | ||||||||||||
Weighted | ||||||||||||
Number | Average | |||||||||||
of Shares | Grant Price | |||||||||||
Non-vested shares at January 1, 2012 | 732,412 | $ | 21.91 | |||||||||
Shares granted | 281,429 | 26.78 | ||||||||||
Shares vested | (183,019 | ) | 25.98 | |||||||||
Shares forfeited | (2,136 | ) | 26.26 | |||||||||
Non-vested shares at December 31, 2012 | 828,686 | $ | 22.5 | |||||||||
Shares granted | 291,863 | 31.66 | ||||||||||
Shares vested | (360,337 | ) | 21.55 | |||||||||
Shares forfeited | (16,343 | ) | 23.11 | |||||||||
Non-vested shares at December 31, 2013 | 743,869 | $ | 26.54 | |||||||||
Shares granted | 272,780 | 43.12 | ||||||||||
Shares vested | (336,160 | ) | 25.69 | |||||||||
Shares forfeited | (12,380 | ) | 38.94 | |||||||||
Non-vested shares at December 31, 2014 | 668,109 | $ | 33.51 | |||||||||
A summary of stock option activity for the three years ended December 31, 2014 is summarized as follows: | ||||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise | Contractual | ||||||||||
of Shares | Price | Term (in years) | ||||||||||
Outstanding at January 1, 2012 | 2,510,054 | $ | 23.09 | 3.4 | ||||||||
Options exercised with total intrinsic value of $6.3 million | (841,599 | ) | 21.64 | |||||||||
Options terminated | (5,625 | ) | 21.85 | |||||||||
Outstanding at December 31, 2012 | 1,662,830 | $ | 23.82 | 2.9 | ||||||||
Options exercised with total intrinsic value of $33.3 million | (1,392,366 | ) | 23.95 | |||||||||
Outstanding at December 31, 2013 | 270,464 | $ | 23.16 | 2.5 | ||||||||
Options exercised with total intrinsic value of $2.6 million | (111,743 | ) | 23.53 | |||||||||
Outstanding, Vested and Exercisable at December 31, 2014 with an aggregate intrinsic value of $3.6 million | 158,721 | $ | 22.89 | 1.7 | ||||||||
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 December 31, 2014 exercised their options at the Company’s closing stock price on December 31, 2014. | ||||||||||||
d. Earnings per Share | ||||||||||||
Basic net earnings attributable to AmSurg Corp. common stockholders, per common share, excludes dilution and is computed by dividing net earnings attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings attributable to AmSurg common stockholders, per common share is computed by dividing net earnings 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 from continuing operations attributable to AmSurg Corp. and net earnings attributable to AmSurg Corp. common shareholders in periods in which utilizing the if-converted method would be anti-dilutive. For the year ended December 31, 2014, 1.8 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 per share (in thousands, except per share amounts): | ||||||||||||
Earnings | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
For the year ended December 31, 2014: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 50,777 | 39,311 | $ | 1.29 | |||||||
Effect of dilutive securities options and non-vested shares | — | 314 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 50,777 | 39,625 | $ | 1.28 | |||||||
For the year ended December 31, 2013: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 71,009 | 31,338 | $ | 2.27 | |||||||
Effect of dilutive securities options and non-vested shares | — | 616 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 71,009 | 31,954 | $ | 2.22 | |||||||
For the year ended December 31, 2012: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 60,037 | 30,773 | $ | 1.95 | |||||||
Effect of dilutive securities options and non-vested shares | — | 835 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 60,037 | 31,608 | $ | 1.9 | |||||||
Leases
Leases | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Leases | Leases | ||||||||
The Company has entered into various building and equipment capital and operating leases in operation and under development and for office space, expiring at various dates through 2036. Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2014 were as follows (in thousands): | |||||||||
Year Ended December 31, | Capital Leases | Operating Leases | |||||||
2015 | $ | 2,613 | $ | 53,007 | |||||
2016 | 2,146 | 51,687 | |||||||
2017 | 1,901 | 50,260 | |||||||
2018 | 1,594 | 47,978 | |||||||
2019 | 1,388 | 46,880 | |||||||
Thereafter | 11,361 | 356,337 | |||||||
Total minimum rentals | 21,003 | $ | 606,149 | ||||||
Less amounts representing interest at rates ranging from 2.7% to 11.8% | 5,797 | ||||||||
Capital lease obligations | $ | 15,206 | |||||||
At December 31, 2014, buildings and equipment with a cost of approximately $19.2 million and accumulated depreciation of approximately $4.7 million were held under capital leases. The Company and the partners in the partnerships have guaranteed payment of certain of these leases. Rental expense for operating leases for the years ended December 31, 2014, 2013 and 2012 was approximately $66.1 million, $52.6 million and $47.3 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Related Party Transactions | Related Party Transactions | |||||||||||
Certain surgery centers lease space from entities affiliated with their physician partners at negotiated rates that management believes were equal to fair market value at the inception of the leases based on relevant market data. Certain surgery centers reimburse their physician partners for salaries and benefits and billing fees related to time spent by employees of their practices on activities of the centers at current market rates. In addition, certain centers compensate at market rates their physician partners for physician advisory services provided to the surgery centers, including medical director and performance improvement services. | ||||||||||||
Related party payments for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Operating leases | $ | 27,559 | $ | 29,240 | $ | 29,079 | ||||||
Salaries and benefits | 66,763 | 72,892 | 65,908 | |||||||||
Billing fees | 9,899 | 11,591 | 11,126 | |||||||||
Medical advisory services | 2,811 | 2,993 | 2,671 | |||||||||
The Company also reimburses their physician partners for operating expenses paid by the physician partners to third party providers on the behalf of the surgery center. The Company believes that the foregoing transactions are reasonably expected to benefit the Company and that the amount of reimbursed expenses included in other operating expenses in the accompanying consolidated statements of earnings for each of the years ended December 31, 2014, 2013 and 2012 were not significant. | ||||||||||||
It is the Company’s policy that all transactions by the Company with officers, directors, five percent shareholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors. |
Employee_Benefit_Programs
Employee Benefit Programs | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Programs |
The Company maintains the AmSurg 401(k) Plan and Trust. This plan is a defined contribution plan covering substantially all employees of the Company and provides for voluntary contributions by these employees, subject to certain limits. Company contributions are based on specified percentages of employee compensation. The Company funds contributions as accrued. The Company’s contributions for the years ended December 31, 2014, 2013 and 2012 were approximately $1.6 million, $1.1 million and $1.0 million, respectively, and vest immediately or incrementally over five years, depending on the tenures of the respective employees for which the contributions were made. | |
As part of the Sheridan acquisition, the Company maintains qualified contributory savings plans as allowed under Section 401(k) of the Internal Revenue Code. In addition, in connection with certain acquisitions, the Company continues to maintain defined contribution savings plans allowed under the Internal Revenue Code. The plans permit participant contributions and allow elective Company contributions or required Company contributions subject to the limits defined by each of the Plans. For the year ended December 31, 2014, the Company has recorded expense of approximately $5.6 million related to the Company's contributions to these plans. Employees generally vest incrementally over four years, depending on the tenures of the respective employees for which the contributions were made. | |
The Company maintains the Supplemental Executive and Director Retirement Savings Plan. This plan is a defined contribution plan covering all officers of the Company and provides for voluntary contributions of up to 50% of employee annual compensation. Company contributions are at the discretion of the Compensation Committee of the Board of Directors and vest incrementally over five years. The employee and employer contributions are placed in a Rabbi Trust and recorded in the accompanying consolidated balance sheets in prepaid and other current assets. Employer contributions to this plan for the years ended December 31, 2014, 2013 and 2012 were approximately $0.8 million, $2.3 million and $1.7 million, respectively. As of December 31, 2014 and 2013, the cash surrender 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 $17.3 million and $13.3 million, respectively. |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 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 which is fully reinsured by the Company's wholly-owned captive. In addition, the wholly-owned captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the wholly-owned 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 December 31, 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 to lease an approximately 110,000 square foot building in Nashville, Tennessee that will serve as its corporate headquarters. The Company took possession of the building in the fourth quarter of 2014. |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Reporting | Segment Reporting | |||||||||||
Prior to the Sheridan acquisition, the Company operated its centers as individual components of one operating and reportable segment. Upon completion of the Sheridan acquisition, the Company operates in two major lines of business - the operation of ambulatory surgery centers and providing multi-specialty outsourced physician services, which have been identified as its operating and reportable segments. Through the ambulatory services segment, the Company acquires, develops and operates ambulatory surgery centers in partnership with physicians. Through the physician services segment, the Company provides outsourced physician services in multiple specialties to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. | ||||||||||||
The Company’s financial information by operating segment is prepared on an internal management reporting basis that the chief operating decision maker uses to allocate resources and assess the performance of the operating segments. The Company’s operating segments have been defined based on the separate financial information that is regularly produced and reviewed by the Company’s chief operating decision maker which is its Chief Executive Officer. | ||||||||||||
The following table presents financial information for each reportable segment (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Revenue: | ||||||||||||
Ambulatory Services | $ | 1,109,935 | $ | 1,057,196 | $ | 899,245 | ||||||
Physician Services | 512,014 | — | — | |||||||||
Total | $ | 1,621,949 | $ | 1,057,196 | $ | 899,245 | ||||||
Adjusted Segment EBITDA: | ||||||||||||
Ambulatory Services | $ | 197,377 | $ | 187,972 | $ | 154,527 | ||||||
Physician Services | 107,105 | — | — | |||||||||
Total | $ | 304,482 | $ | 187,972 | $ | 154,527 | ||||||
Adjusted Segment EBITDA: | $ | 304,482 | $ | 187,972 | $ | 154,527 | ||||||
Earnings from continuing operations attributable to noncontrolling interests | 190,809 | 183,484 | 155,661 | |||||||||
Interest expense, net | (83,285 | ) | (29,525 | ) | (16,950 | ) | ||||||
Depreciation and amortization | (60,344 | ) | (32,400 | ) | (29,255 | ) | ||||||
Share-based compensation | (10,104 | ) | (8,321 | ) | (6,692 | ) | ||||||
Transaction costs | (33,890 | ) | (300 | ) | (700 | ) | ||||||
Debt extinguishment costs | (16,887 | ) | — | — | ||||||||
Gain on deconsolidation | 3,411 | 2,237 | — | |||||||||
Earnings from continuing operations before income taxes | $ | 294,192 | $ | 303,147 | $ | 256,591 | ||||||
Acquisition and Capital Expenditures: | ||||||||||||
Ambulatory Services (1) | $ | 81,156 | $ | 102,450 | $ | 306,252 | ||||||
Physician Services | 28,909 | — | — | |||||||||
Total | $ | 110,065 | $ | 102,450 | $ | 306,252 | ||||||
2014 | 2013 | |||||||||||
Assets: | ||||||||||||
Ambulatory Services | $ | 2,528,525 | $ | 2,177,944 | ||||||||
Physician Services | 2,994,999 | — | ||||||||||
Total | $ | 5,523,524 | $ | 2,177,944 | ||||||||
-1 | Excludes the purchase price to acquire Sheridan. |
Financial_Information_for_the_
Financial Information for the Company and Its Subsidiaries | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Financial Information for the Company and Its Subsidiaries | Financial Information for the Company and Its Subsidiaries | ||||||||||||||||||||
The 2020 Senior Unsecured Notes and 2022 Senior Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized 100% owned domestic subsidiaries. The 2020 Senior Unsecured Notes 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 - December 31, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 134,351 | $ | 23,471 | $ | 50,257 | $ | — | $ | 208,079 | |||||||||||
Restricted cash and marketable securities | — | — | 10,219 | — | 10,219 | ||||||||||||||||
Accounts receivable, net | — | 123,772 | 109,281 | — | 233,053 | ||||||||||||||||
Supplies inventory | — | 301 | 19,673 | — | 19,974 | ||||||||||||||||
Prepaid and other current assets | 47,997 | 58,388 | 13,795 | (4,818 | ) | 115,362 | |||||||||||||||
Total current assets | 182,348 | 205,932 | 203,225 | (4,818 | ) | 586,687 | |||||||||||||||
Property and equipment, net | 10,391 | 9,972 | 160,085 | — | 180,448 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 3,912,804 | 1,587,881 | — | (5,425,210 | ) | 75,475 | |||||||||||||||
Goodwill | — | 1,490,981 | — | 1,890,168 | 3,381,149 | ||||||||||||||||
Intangible assets, net | 67,678 | 1,203,218 | 2,983 | — | 1,273,879 | ||||||||||||||||
Other assets | 3,323 | 943 | 23,086 | (1,466 | ) | 25,886 | |||||||||||||||
Total assets | $ | 4,176,544 | $ | 4,498,927 | $ | 389,379 | $ | (3,541,326 | ) | $ | 5,523,524 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 8,700 | $ | — | $ | 10,126 | $ | — | $ | 18,826 | |||||||||||
Accounts payable | 1,849 | 35 | 31,781 | (4,080 | ) | 29,585 | |||||||||||||||
Accrued salaries and benefits | 25,035 | 101,395 | 13,614 | — | 140,044 | ||||||||||||||||
Accrued interest | 29,621 | — | 23 | — | 29,644 | ||||||||||||||||
Other accrued liabilities | 8,051 | 44,305 | 16,368 | (738 | ) | 67,986 | |||||||||||||||
Total current liabilities | 73,256 | 145,735 | 71,912 | (4,818 | ) | 286,085 | |||||||||||||||
Long-term debt | 2,206,950 | — | 53,648 | (28,412 | ) | 2,232,186 | |||||||||||||||
Deferred income taxes | 209,400 | 425,546 | — | (1,466 | ) | 633,480 | |||||||||||||||
Other long-term liabilities | 7,391 | 63,616 | 18,436 | — | 89,443 | ||||||||||||||||
Intercompany payable | — | 1,219,979 | 8,010 | (1,227,989 | ) | — | |||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,544 | 120,555 | 184,099 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 1,679,547 | 2,644,051 | 130,206 | (2,774,257 | ) | 1,679,547 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 43,623 | 375,061 | 418,684 | ||||||||||||||||
Total equity | 1,679,547 | 2,644,051 | 173,829 | (2,399,196 | ) | 2,098,231 | |||||||||||||||
Total liabilities and equity | $ | 4,176,544 | $ | 4,498,927 | $ | 389,379 | $ | (3,541,326 | ) | $ | 5,523,524 | ||||||||||
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 Earnings - Year Ended December 31, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 24,773 | $ | 508,572 | $ | 1,112,940 | $ | (24,336 | ) | $ | 1,621,949 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 65,697 | 350,615 | 284,050 | (5,786 | ) | 694,576 | |||||||||||||||
Supply cost | — | 1,292 | 163,004 | — | 164,296 | ||||||||||||||||
Other operating expenses | 18,667 | 53,413 | 231,398 | (18,550 | ) | 284,928 | |||||||||||||||
Transaction costs | 29,004 | 4,886 | — | — | 33,890 | ||||||||||||||||
Depreciation and amortization | 4,044 | 25,610 | 30,690 | — | 60,344 | ||||||||||||||||
Total operating expenses | 117,412 | 435,816 | 709,142 | (24,336 | ) | 1,238,034 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 234,246 | 211,889 | — | (439,097 | ) | 7,038 | |||||||||||||||
Operating income | 145,018 | 288,056 | 403,798 | (442,508 | ) | 394,364 | |||||||||||||||
Interest expense, net | 47,997 | 33,026 | 2,262 | — | 83,285 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings from continuing operations before income taxes | 80,134 | 255,030 | 401,536 | (442,508 | ) | 294,192 | |||||||||||||||
Income tax expense | 29,166 | 17,373 | 1,564 | — | 48,103 | ||||||||||||||||
Net earnings from continuing operations | 50,968 | 237,657 | 399,972 | (442,508 | ) | 246,089 | |||||||||||||||
Net earnings (loss) from discontinued operations | 2,733 | — | (4,029 | ) | — | (1,296 | ) | ||||||||||||||
Net earnings | 53,701 | 237,657 | 395,943 | (442,508 | ) | 244,793 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | 21 | 191,071 | — | 191,092 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | 237,636 | 204,872 | (442,508 | ) | 53,701 | |||||||||||||||
Preferred stock dividends | (4,503 | ) | — | — | — | (4,503 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 49,198 | $ | 237,636 | $ | 204,872 | $ | (442,508 | ) | $ | 49,198 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 46,465 | $ | 237,636 | $ | 209,184 | $ | (442,508 | ) | $ | 50,777 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | 2,733 | — | (4,312 | ) | — | (1,579 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 49,198 | $ | 237,636 | $ | 204,872 | $ | (442,508 | ) | $ | 49,198 | ||||||||||
Condensed Consolidating Statement of Earnings - Year Ended December 31, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 24,167 | $ | — | $ | 1,050,547 | $ | (17,518 | ) | $ | 1,057,196 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 61,038 | — | 267,014 | (467 | ) | 327,585 | |||||||||||||||
Supply cost | — | — | 153,126 | — | 153,126 | ||||||||||||||||
Other operating expenses | 22,360 | — | 211,192 | (17,051 | ) | 216,501 | |||||||||||||||
Transaction costs | 300 | — | — | — | 300 | ||||||||||||||||
Depreciation and amortization | 3,186 | — | 29,214 | — | 32,400 | ||||||||||||||||
Total operating expenses | 86,884 | — | 660,546 | (17,518 | ) | 729,912 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 204,962 | 204,962 | — | (406,773 | ) | 3,151 | |||||||||||||||
Operating income | 144,482 | 207,199 | 390,001 | (409,010 | ) | 332,672 | |||||||||||||||
Interest expense, net | 27,282 | — | 2,243 | — | 29,525 | ||||||||||||||||
Earnings from continuing operations before income taxes | 117,200 | 207,199 | 387,758 | (409,010 | ) | 303,147 | |||||||||||||||
Income tax expense | 47,139 | — | 1,515 | — | 48,654 | ||||||||||||||||
Net earnings from continuing operations | 70,061 | 207,199 | 386,243 | (409,010 | ) | 254,493 | |||||||||||||||
Net earnings from discontinued operations | 2,642 | — | 4,409 | — | 7,051 | ||||||||||||||||
Net earnings | 72,703 | 207,199 | 390,652 | (409,010 | ) | 261,544 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 188,841 | — | 188,841 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 72,703 | $ | 207,199 | $ | 201,811 | $ | (409,010 | ) | $ | 72,703 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 70,061 | $ | 207,199 | $ | 202,759 | $ | (409,010 | ) | $ | 71,009 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | 2,642 | — | (948 | ) | — | 1,694 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 72,703 | $ | 207,199 | $ | 201,811 | $ | (409,010 | ) | $ | 72,703 | ||||||||||
Condensed Consolidating Statement of Earnings - Year Ended December 31, 2012 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 19,907 | $ | — | $ | 894,239 | $ | (14,901 | ) | $ | 899,245 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 54,895 | — | 230,083 | (450 | ) | 284,528 | |||||||||||||||
Supply cost | — | — | 126,919 | — | 126,919 | ||||||||||||||||
Other operating expenses | 19,799 | — | 180,518 | (14,451 | ) | 185,866 | |||||||||||||||
Transaction costs | 700 | — | — | — | 700 | ||||||||||||||||
Depreciation and amortization | 2,860 | — | 26,395 | — | 29,255 | ||||||||||||||||
Total operating expenses | 78,254 | — | 563,915 | (14,901 | ) | 627,268 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 178,137 | 178,137 | — | (354,710 | ) | 1,564 | |||||||||||||||
Operating income | 119,790 | 178,137 | 330,324 | (354,710 | ) | 273,541 | |||||||||||||||
Interest expense, net | 14,803 | — | 2,147 | — | 16,950 | ||||||||||||||||
Earnings from continuing operations before income taxes | 104,987 | 178,137 | 328,177 | (354,710 | ) | 256,591 | |||||||||||||||
Income tax expense | 39,339 | — | 1,554 | — | 40,893 | ||||||||||||||||
Net earnings from continuing operations | 65,648 | 178,137 | 326,623 | (354,710 | ) | 215,698 | |||||||||||||||
Net earnings (loss) from discontinued operations | (3,085 | ) | — | 11,030 | — | 7,945 | |||||||||||||||
Net earnings | 62,563 | 178,137 | 337,653 | (354,710 | ) | 223,643 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 161,080 | — | 161,080 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 62,563 | $ | 178,137 | $ | 176,573 | $ | (354,710 | ) | $ | 62,563 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 65,648 | $ | 178,137 | $ | 170,962 | $ | (354,710 | ) | $ | 60,037 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | (3,085 | ) | — | 5,611 | — | 2,526 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 62,563 | $ | 178,137 | $ | 176,573 | $ | (354,710 | ) | $ | 62,563 | ||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 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 | $ | 96,681 | $ | 298,415 | $ | 430,880 | $ | (413,605 | ) | $ | 412,371 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (2,124,124 | ) | (2,188,191 | ) | 1,520 | 2,126,737 | (2,184,058 | ) | |||||||||||||
Acquisition of property and equipment | (7,877 | ) | (9,933 | ) | (22,407 | ) | — | (40,217 | ) | ||||||||||||
Proceeds from sale of interests in surgery centers | — | 7,069 | — | — | 7,069 | ||||||||||||||||
Purchases of marketable securities | — | — | (6,474 | ) | — | (6,474 | ) | ||||||||||||||
Maturities of marketable securities | — | — | 3,486 | — | 3,486 | ||||||||||||||||
Other | (3,068 | ) | (6,594 | ) | 4,721 | — | (4,941 | ) | |||||||||||||
Net cash flows used in investing activities | (2,135,069 | ) | (2,197,649 | ) | (19,154 | ) | 2,126,737 | (2,225,135 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 2,040,000 | — | 8,958 | — | 2,048,958 | ||||||||||||||||
Repayment on long-term borrowings | (396,493 | ) | — | (11,982 | ) | — | (408,475 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (202,247 | ) | (401,455 | ) | 413,605 | (190,097 | ) | |||||||||||||
Capital contributions | — | 2,124,124 | — | (2,124,124 | ) | — | |||||||||||||||
Proceeds from preferred stock offering | 172,500 | — | — | — | 172,500 | ||||||||||||||||
Cash dividends for preferred shares | (4,503 | ) | — | — | — | (4,503 | ) | ||||||||||||||
Proceeds from common stock offering | 439,875 | — | — | — | 439,875 | ||||||||||||||||
Payments of equity issuance costs | (24,494 | ) | — | — | — | (24,494 | ) | ||||||||||||||
Financing cost incurred | (65,811 | ) | — | — | — | (65,811 | ) | ||||||||||||||
Changes in intercompany balances with affiliates, net | 2,965 | — | (2,965 | ) | — | — | |||||||||||||||
Other financing activities, net | 1,990 | 828 | 1,845 | (2,613 | ) | 2,050 | |||||||||||||||
Net cash flows provided by (used in) financing activities | 2,166,029 | 1,922,705 | (405,599 | ) | (1,713,132 | ) | 1,970,003 | ||||||||||||||
Net increase in cash and cash equivalents | 127,641 | 23,471 | 6,127 | — | 157,239 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 134,351 | $ | 23,471 | $ | 50,257 | $ | — | $ | 208,079 | |||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 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 | $ | 45,127 | $ | 208,773 | $ | 426,572 | $ | (347,648 | ) | $ | 332,824 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | — | (74,288 | ) | — | 694 | (73,594 | ) | ||||||||||||||
Acquisition of property and equipment | (3,693 | ) | — | (25,163 | ) | — | (28,856 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 3,553 | — | — | 3,553 | ||||||||||||||||
Other | — | 159 | — | — | 159 | ||||||||||||||||
Net cash flows used in investing activities | (3,693 | ) | (70,576 | ) | (25,163 | ) | 694 | (98,738 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 152,700 | — | 9,504 | — | 162,204 | ||||||||||||||||
Repayment on long-term borrowings | (188,081 | ) | — | (14,002 | ) | — | (202,083 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (138,875 | ) | (392,922 | ) | 347,648 | (184,149 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 88 | — | (88 | ) | — | — | |||||||||||||||
Other financing activities, net | (6,690 | ) | 678 | 1,090 | (694 | ) | (5,616 | ) | |||||||||||||
Net cash flows used in financing activities | (41,983 | ) | (138,197 | ) | (396,418 | ) | 346,954 | (229,644 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (549 | ) | — | 4,991 | — | 4,442 | |||||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 6,710 | $ | — | $ | 44,130 | $ | — | $ | 50,840 | |||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2012 (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 | $ | (83,605 | ) | $ | 182,851 | $ | 379,257 | $ | (182,851 | ) | $ | 295,652 | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (90,029 | ) | (280,189 | ) | — | 92,830 | (277,388 | ) | |||||||||||||
Acquisition of property and equipment | (3,681 | ) | — | (25,183 | ) | — | (28,864 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 7,309 | — | — | 7,309 | ||||||||||||||||
Net cash flows used in investing activities | (93,710 | ) | (272,880 | ) | (25,183 | ) | 92,830 | (298,943 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 560,000 | — | 5,566 | — | 565,566 | ||||||||||||||||
Repayment on long-term borrowings | (381,220 | ) | — | (12,944 | ) | — | (394,164 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | — | (345,792 | ) | 182,851 | (162,941 | ) | ||||||||||||||
Capital contributions | — | 90,029 | — | (90,029 | ) | — | |||||||||||||||
Changes in intercompany balances with affiliates, net | (2,666 | ) | — | 2,666 | — | — | |||||||||||||||
Other financing activities, net | (70 | ) | — | 3,381 | (2,801 | ) | 510 | ||||||||||||||
Net cash flows provided by (used in) financing activities | 176,044 | 90,029 | (347,123 | ) | 90,021 | 8,971 | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (1,271 | ) | — | 6,951 | — | 5,680 | |||||||||||||||
Cash and cash equivalents, beginning of period | 8,530 | — | 32,188 | — | 40,718 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 7,259 | $ | — | $ | 39,139 | $ | — | $ | 46,398 | |||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
The Company assessed events occurring subsequent to December 31, 2014 for potential recognition and disclosure in the consolidated financial statements. In January and February 2015, the Company, through a wholly-owned subsidiary, acquired a majority interest in a surgery center for a purchase price of approximately $42.0 million and acquired two physician practices for an aggregate purchase price of approximately $35.0 million. | |
On January 16, 2015, the Company entered into an agreement to lease approximately 222,000 square feet of office space in Plantation, Florida which it intends to be the future headquarters of the Company’s Physician Services Division. The Company expects to occupy approximately 167,000 square feet of office space by September 1, 2016 and an additional approximately 55,000 square feet of space commencing May 1, 2017. The initial term of this lease agreement is set to expire in February 2029. According to the terms of the lease, the Company will take possession in March of 2015 to begin tenant improvements. As the lease is expected to be operating in nature, the Company will begin to recognize rent expense on a straight line basis when possession is obtained. Annual rent expense is expected to be approximately $2.7 million per year. | |
Other than the items described above, no events have occurred that would require adjustment to or disclosure in the consolidated financial statements. |
Quarterly_Statement_of_Earning
Quarterly Statement of Earnings Data (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Quarterly Statement of Earnings Data (Unaudited) | Quarterly Statement of Earnings Data (Unaudited) | |||||||||||||||||||||||||||||||
The following table presents certain quarterly statement of earnings data for the years ended December 31, 2014 and 2013. The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. | ||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 (2) | Q4 | Q1 | Q2 | Q3 | Q4 | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenues | $ | 259,561 | $ | 278,227 | $ | 502,350 | $ | 581,811 | $ | 253,364 | $ | 262,497 | $ | 262,240 | $ | 279,095 | ||||||||||||||||
Earnings from continuing operations before income taxes | 73,029 | 80,487 | 39,141 | 101,535 | 73,069 | 77,100 | 72,615 | 80,363 | ||||||||||||||||||||||||
Net earnings from continuing operations | 60,047 | 67,689 | 39,119 | 79,234 | 61,068 | 64,607 | 61,470 | 67,348 | ||||||||||||||||||||||||
Net earnings (loss) from discontinued operations(1) | 68 | 483 | (1,697 | ) | (150 | ) | 1,205 | 1,229 | 797 | 3,820 | ||||||||||||||||||||||
Net earnings | 60,115 | 68,172 | 37,422 | 79,084 | 62,273 | 65,836 | 62,267 | 71,168 | ||||||||||||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders: | ||||||||||||||||||||||||||||||||
Continuing | 17,392 | 18,771 | (10,697 | ) | 25,311 | 17,349 | 18,093 | 16,636 | 18,931 | |||||||||||||||||||||||
Discontinued | (197 | ) | 190 | (1,376 | ) | (196 | ) | 462 | 470 | 135 | 627 | |||||||||||||||||||||
Net earnings (loss) | $ | 17,195 | $ | 18,961 | $ | (12,073 | ) | $ | 25,115 | $ | 17,811 | $ | 18,563 | $ | 16,771 | $ | 19,558 | |||||||||||||||
Basic net earnings (loss) from | $ | 0.55 | $ | 0.59 | $ | (0.23 | ) | $ | 0.53 | $ | 0.56 | $ | 0.58 | $ | 0.53 | $ | 0.6 | |||||||||||||||
continuing operations per share | ||||||||||||||||||||||||||||||||
Basic net earnings (loss) per share | $ | 0.54 | $ | 0.6 | $ | (0.26 | ) | $ | 0.53 | $ | 0.57 | $ | 0.59 | $ | 0.53 | $ | 0.62 | |||||||||||||||
Diluted net earnings (loss) from continuing operations per share | $ | 0.54 | $ | 0.58 | $ | (0.23 | ) | $ | 0.53 | $ | 0.54 | $ | 0.57 | $ | 0.52 | $ | 0.59 | |||||||||||||||
Diluted net earnings (loss) per share | $ | 0.54 | $ | 0.59 | $ | (0.26 | ) | $ | 0.53 | $ | 0.56 | $ | 0.58 | $ | 0.52 | $ | 0.61 | |||||||||||||||
(1) Certain previously reported amounts have been reclassified for current year presentation for discontinued operations. | ||||||||||||||||||||||||||||||||
(2) The results of operations for Sheridan are effective July 16, 2014. Additionally, $16.9 million of debt extinguishment costs and $25.1 million of transaction | ||||||||||||||||||||||||||||||||
costs were incurred during the quarter. |
Schedule_II_Valuation_and_Qual
Schedule II – Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||
Schedule II – Valuation and Qualifying Accounts | AmSurg Corp. | |||||||||||||||
Schedule II – Valuation and Qualifying Accounts | ||||||||||||||||
For the Years Ended December 31, 2014, 2013 and 2012 | ||||||||||||||||
(In thousands) | ||||||||||||||||
Balance at | Charged to | Charge-off | Balance | |||||||||||||
Beginning | Cost and | Against | at End of | |||||||||||||
of Period | Expenses | Allowances | Period | |||||||||||||
Allowance for uncollectible accounts included under the balance sheet caption “Accounts receivable”: | ||||||||||||||||
Year ended December 31, 2014 | $ | 27,862 | $ | 139,274 | $ | (53,779 | ) | $ | 113,357 | |||||||
Year ended December 31, 2013 | $ | 22,379 | $ | 21,983 | $ | (16,500 | ) | $ | 27,862 | |||||||
Year ended December 31, 2012 | $ | 18,844 | $ | 20,340 | $ | (16,805 | ) | $ | 22,379 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Ambulatory Services | |
AmSurg Corp. (the “Company”), through its wholly-owned subsidiaries, owns interests, primarily 51%, in LPs and LLCs which own and operate ASCs primarily in the following specialties: gastroenterology; multi-specialty; ophthalmology; and orthopaedics. 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. | |
As further described in note 19, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships. While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of December 31, 2014, the occurrence of such regulatory changes is outside the control of the Company. As a result, these noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets. | |
Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company’s wholly-owned subsidiaries and the partners on a pre-tax basis. | |
Physician Services | |
On July 16, 2014, the Company completed its acquisition of 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 consolidated financial statements include the accounts of Sheridan and its wholly-owned subsidiaries along with the accounts of affiliated 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. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of less than three months when purchased. Cash and cash equivalents are reflected in the financial statements at cost, which approximates fair value. | |
Restricted Cash | Restricted Cash and Marketable Securities |
As of December 31, 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. The Company has reflected $20.1 million of its restricted cash and marketable securities as a component of other assets in the accompanying consolidated balance sheet. The remaining $10.2 million is reflected as a component of total current assets in the accompanying consolidated balance sheet as such amount is available to satisfy the claims payments estimated to occur in the next twelve months. As of December 31, 2014, the Company had $3.0 million included in restricted cash and marketable securities which are certificates of deposit with maturities less than 180 days, which approximates fair value. | |
Supplies Inventory | Supplies Inventory |
Supplies inventory consists of medical and drug supplies and is recorded at cost on a first-in, first-out basis. | |
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 December 31, 2014 and 2013, with the exception of the contingent purchase price payable (further discussed in note 4), the Company utilized Level 1 and 2 inputs to perform such measurements methods, which were commensurate with the market approach. There were no transfers to or from Levels 1 and 2 during the year ended December 31, 2014. The Company's non-patient receivables and accounts payable are reflected in the financial statements at cost, which approximates fair value. | |
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. | |
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 6. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In April 2014, the Financial Accounting Standards Board issued 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. Upon adoption in the first quarter of 2015, 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 position, results of operations or cash flows. | |
In February 2015, the FASB issued ASU No. 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis". The new guidance makes amendments to the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a variable-interest entity unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for annual periods beginning after December 15, 2015. The Company has yet to assess the impact, if any, this ASU will have on the Company's consolidated financial position, results of operations or cash flows. | |
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 the years ended December 31, 2014, 2013 and 2012, the Company derived approximately 25%, 25% and 27%, respectively, 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 | Accounts Receivable |
The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual adjustments 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 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 collectability of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. The Company also supplements its allowance for doubtful accounts policy for its physician services 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. Changes in these estimates are charged or credited to the consolidated statements of operations in the period of change. Material changes in estimates 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 | 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. | |
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. 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. 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 are reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings. 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. | |
Property and Equipment | Property and Equipment |
Property and equipment are stated at cost. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Depreciation for buildings and improvements is recognized under the straight-line method over 20 to 40 years or, for leasehold improvements, over the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the Company is subject is the economic detriment associated with existing leasehold improvements which might be impaired if a decision is made not to continue the use of the leased property. Depreciation for movable equipment is recognized over useful lives of three to ten years. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets |
The Company’s intangible assets include goodwill and other intangibles, which include the fair value of both the customer relationships with hospitals and trade names acquired in our physician services segment. The Company's indefinite lived intangibles include goodwill and trade names. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates indefinite-lived intangible assets, including goodwill, for impairment at least on an annual basis and more frequently if certain indicators are encountered. Indefinite lived intangibles are to be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, the indefinite lived intangibles associated with the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of October 1, 2014, and determined that its indefinite lived intangibles were not impaired. The Company's finite lived intangibles includes its customer relationship with hospitals. The Company tests its finite lived intangibles for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The Company's policy is to recognize an impairment charge when the carrying amount is not recoverable and such amount exceeds fair value. During the year ended December 31, 2014, there were no events or circumstances that indicated a potential impairment in the Company's finite lived intangibles. | |
In the fourth quarter of 2014, the Company prospectively changed its annual goodwill impairment testing date from the last day of its fiscal year to the first day of October. The voluntary change was to better align its goodwill impairment testing procedures with the completion of its annual financial and strategic planning process and to provide the Company with adequate time to evaluate goodwill for impairment. As a result, during 2014, the Company tested the goodwill of all of its reporting units for impairment as of October 1, 2014 and concluded that there was no impairment of the carrying value of goodwill. The change in accounting principle related to changing the annual goodwill impairment testing date did not accelerate, delay, avoid, or cause an impairment charge. This change was not applied retrospectively, as it is impracticable to objectively determine the assumptions that would have been used as of each October 1 for periods prior to October 1, 2014 without the use of hindsight. Accordingly, the change will be applied prospectively. | |
Amortization of Intangible Assets | Intangible assets consist primarily of customer relationships with hospitals, deferred financing costs, capitalized software and certain amortizable and non-amortizable non-compete and customer agreements. Customer relationships with hospitals are initially recorded at their estimated fair value and typically amortized on a straight-line basis over 20 years. Deferred financing costs and amortizable non-compete agreements and customer agreements are amortized over the term of the related debt as interest expense and the contractual term or estimated life (five to ten years) of the agreements as amortization expense. Capitalized software is amortized over estimated useful lives of three to eight years. |
Insurance Programs | The Company maintains professional liability insurance policies with third-party insurers generally on a claims-made basis, subject to self-insured retention, exclusions and other restrictions. The Company’s self-insured retention under its professional liability insurance program is also maintained through a wholly-owned captive insurance subsidiary. The Company records an estimate of liabilities for self-insured amounts and claims incurred but not reported based on an actuarial valuation using historical loss patterns and are not discounted. |
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 which is fully reinsured by the Company's wholly-owned captive. In addition, the wholly-owned captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the wholly-owned 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. | |
Income Taxes | Income Taxes |
The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of earnings. 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 income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2011. | |
Stock Incentive Plans | Stock Incentive Plans |
Transactions in which the Company receives employee and non-employee services in exchange for the Company’s equity instruments or liabilities that are based on the fair value of the Company’s equity securities or may be settled by the issuance of these securities are accounted using a fair value method. The Company applies the Black-Scholes method of valuation in determining share-based compensation expense for option awards. | |
Benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow, thus reducing the Company’s net operating cash flows and increasing its financing cash flows by $3.2 million, $7.2 million and $1.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company examines its concentrations of holdings, its historical patterns of award exercises and forfeitures as well as forward-looking factors, in an effort to determine if there were any discernible employee populations. From this analysis, the Company has identified three employee populations, consisting of senior executives, officers and all other recipients. The expected volatility rate applied was estimated based on historical volatility. The expected term assumption applied is based on contractual terms, historical exercise and cancellation patterns and forward-looking factors where present for each population identified. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company will adjust the estimated forfeiture rate to its actual experience. The Company intends to retain its earnings to finance growth and development of the business and does not expect to declare or pay any cash dividends in the foreseeable future except as required in accordance with the terms of the Company's mandatory convertible preferred stock. | |
Earnings per Share | Earnings per Share |
Basic net earnings attributable to AmSurg Corp. common stockholders, per common share, excludes dilution and is computed by dividing net earnings attributable to AmSurg Corp. common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings attributable to AmSurg common stockholders, per common share is computed by dividing net earnings 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 from continuing operations attributable to AmSurg Corp. and net earnings attributable to AmSurg Corp. common shareholders in periods in which utilizing the if-converted method would be anti-dilutive. | |
Related Party Transactions | It is the Company’s policy that all transactions by the Company with officers, directors, five percent shareholders and their affiliates be entered into only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors. |
Segment Reporting | Segment Reporting |
Prior to the Sheridan acquisition, the Company operated its centers as individual components of one operating and reportable segment. Upon completion of the Sheridan acquisition, the Company operates in two major lines of business - the operation of ambulatory surgery centers and providing multi-specialty outsourced physician services, which have been identified as its operating and reportable segments. Through the ambulatory services segment, the Company acquires, develops and operates ambulatory surgery centers in partnership with physicians. Through the physician services segment, the Company provides outsourced physician services in multiple specialties to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. | |
The Company’s financial information by operating segment is prepared on an internal management reporting basis that the chief operating decision maker uses to allocate resources and assess the performance of the operating segments. The Company’s operating segments have been defined based on the separate financial information that is regularly produced and reviewed by the Company’s chief operating decision maker which is its Chief Executive Officer. |
Revenue_Recognition_Tables
Revenue Recognition (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Revenue Recognition [Abstract] | |||||||
Schedule of Revenue and Fees by Segment and Major Payors | Net revenue for the physician services segment consists of the following major payors (in thousands): | ||||||
July 16, 2014 - December 31, 2014 (1) | |||||||
Medicare | $ | 61,378 | 12 | % | |||
Medicaid | 28,224 | 5.5 | |||||
Commercial and managed care | 382,343 | 74.7 | |||||
Self-pay | 102,727 | 20.1 | |||||
Net fee for service revenue | 574,672 | 112.3 | |||||
Contract and other revenue | 54,343 | 10.6 | |||||
Provision for uncollectibles | (117,001 | ) | (22.9 | ) | |||
Net revenue for physician services | $ | 512,014 | 100 | % | |||
-1 | Net revenue by payor is for the period July 16, 2014, the date of the acquisition of Sheridan, through December 31, 2014. As such, historical amounts are not included. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 during 2014 and 2013, including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan (1) | Acquisitions (1) | Acquisitions | ||||||||||
Accounts receivable | $ | 130,260 | $ | 1,816 | $ | 4,011 | ||||||
Other current assets | 105,757 | 1,075 | 2,014 | |||||||||
Property and equipment | 20,185 | 3,294 | 6,894 | |||||||||
Goodwill | 1,534,656 | 101,865 | 116,243 | |||||||||
Intangible assets | 1,200,028 | 14,207 | — | |||||||||
Other long-term assets | 50,304 | — | — | |||||||||
Accounts payable | (5,862 | ) | (2,519 | ) | (2,214 | ) | ||||||
Other accrued liabilities | (118,548 | ) | (626 | ) | (532 | ) | ||||||
Deferred income taxes | (432,792 | ) | — | — | ||||||||
Other long-term liabilities | (69,456 | ) | (8,588 | ) | (254 | ) | ||||||
Long-term debt | (4,594 | ) | (717 | ) | (3,028 | ) | ||||||
Total fair value | 2,409,938 | 109,807 | 123,134 | |||||||||
Less: Fair value attributable to noncontrolling interests | 24,365 | 39,371 | 49,792 | |||||||||
Acquisition date fair value of total consideration transferred | $ | 2,385,573 | $ | 70,436 | $ | 73,342 | ||||||
-1 | Represents the preliminary allocation of fair value of acquired assets and liabilities associated with these acquisitions at December 31, 2014. | |||||||||||
Revenues And Net Earnings Associated With Acquisitions | Revenues and net earnings included in the years ended December 31, 2014 and 2013 associated with completed acquisitions are as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Individual | Individual | |||||||||||
Sheridan | Acquisitions | Acquisitions | ||||||||||
Net revenues | $ | 517,213 | $ | 20,844 | $ | 15,616 | ||||||
Net earnings | 26,776 | 5,155 | 4,596 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 459 | 2,859 | 2,603 | |||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 26,317 | $ | 2,296 | $ | 1,993 | ||||||
Consolidated Pro Forma Results Of Acquisition | The unaudited consolidated pro forma results for the years ended December 31, 2014 and 2013, assuming all 2014 acquisitions had been consummated on January 1, 2013, all 2013 acquisitions had been consummated on January 1, 2012 are as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 2,217,682 | $ | 2,171,999 | ||||||||
Net earnings | 295,156 | 243,675 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | ||||||||||||
Net earnings | 97,538 | 39,980 | ||||||||||
Net earnings per common share: | ||||||||||||
Basic | $ | 1.88 | $ | 0.66 | ||||||||
Diluted | $ | 1.86 | $ | 0.65 | ||||||||
Dispositions_Tables
Dispositions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues | $ | 9,545 | $ | 25,373 | $ | 34,911 | ||||||
Earnings before income taxes | 893 | 5,607 | 9,919 | |||||||||
Results of discontinued operations, net of tax: | ||||||||||||
Earnings from operations of discontinued interests in surgery centers | 710 | 4,449 | 7,920 | |||||||||
Gain (loss) on disposal of discontinued interests in surgery centers | (2,006 | ) | 2,602 | 25 | ||||||||
Net earnings (loss) from discontinued operations | (1,296 | ) | 7,051 | 7,945 | ||||||||
Less: Net earnings from discontinued operations attributable to noncontrolling interests | 283 | 5,357 | 5,419 | |||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders | $ | (1,579 | ) | $ | 1,694 | $ | 2,526 | |||||
Prepaid_and_Other_Current_Asse1
Prepaid and Other Current Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 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 December 31, 2014 and 2013 (in thousands): | |||||||
2014 | 2013 | |||||||
Income taxes receivable | $ | 28,694 | $ | 1,865 | ||||
Prepaid expenses | 18,682 | 12,730 | ||||||
Deferred compensation plan assets | 17,320 | 13,313 | ||||||
Deferred income taxes | 22,462 | 3,097 | ||||||
Other | 28,204 | 5,694 | ||||||
Total prepaid and other current assets | $ | 115,362 | $ | 36,699 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and equipment at December 31, 2014 and 2013 were as follows (in thousands): | |||||||
2014 | 2013 | |||||||
Building and improvements | $ | 170,420 | $ | 161,805 | ||||
Movable equipment | 215,444 | 207,176 | ||||||
Construction in progress | 11,940 | 2,321 | ||||||
397,804 | 371,302 | |||||||
Less accumulated depreciation | (217,356 | ) | (207,612 | ) | ||||
Property and equipment, net | $ | 180,448 | $ | 163,690 | ||||
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Balance, beginning of year | $ | 1,758,970 | $ | 1,652,002 | ||||||||||||||||||||
Goodwill acquired, including post acquisition adjustments | 1,636,521 | 112,951 | ||||||||||||||||||||||
Goodwill disposed, including impact of deconsolidation transactions | (14,342 | ) | (5,983 | ) | ||||||||||||||||||||
Balance, end of year | $ | 3,381,149 | $ | 1,758,970 | ||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets at December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Customer relationships with hospitals | $ | 971,645 | $ | (22,145 | ) | $ | 949,500 | $ | — | $ | — | $ | — | |||||||||||
Deferred financing costs | 59,574 | (5,151 | ) | 54,423 | 15,814 | (4,953 | ) | 10,861 | ||||||||||||||||
Capitalized software | 50,387 | (19,197 | ) | 31,190 | 21,036 | (14,831 | ) | 6,205 | ||||||||||||||||
Agreements, contracts and other | 3,523 | (2,752 | ) | 771 | 3,448 | (2,472 | ) | 976 | ||||||||||||||||
Total amortizable intangible assets | 1,085,129 | (49,245 | ) | 1,035,884 | 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 | $ | 1,323,124 | $ | (49,245 | ) | $ | 1,273,879 | $ | 50,123 | $ | (22,256 | ) | $ | 27,867 | ||||||||||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 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 December 31, 2014 and 2013 (in thousands): | |||||||
2014 | 2013 | |||||||
Refunds payable | $ | 17,752 | $ | — | ||||
Accrued professional liabilities | 11,983 | 1,171 | ||||||
Contingent purchase price payable | 12,213 | — | ||||||
Other | 26,038 | 6,175 | ||||||
Total other accrued liabilities | $ | 67,986 | $ | 7,346 | ||||
Accrued_Professional_Liabiliti1
Accrued Professional Liabilities (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Payables and Accruals [Abstract] | ||||
Schedule of Accrued Professional Liabilities | At December 31, 2014, the Company had total accrued professional liabilities of $53.8 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): | |||
2014 | ||||
Estimated losses under self-insured programs | $ | 25,337 | ||
Incurred but not reported losses | 28,448 | |||
Total accrued professional liabilities | 53,785 | |||
Less estimated losses payable within one year | 11,983 | |||
Total | $ | 41,802 | ||
Schedule of Self Insurance Reserve Roll Forward | The changes to the Company's estimated losses under self-insured programs as of December 31, 2014 were as follows (in thousands): | |||
Balance at December 31, 2013 | $ | 1,171 | ||
Assumed liabilities through acquisitions | 53,512 | |||
Provision related to current period reserves | 5,423 | |||
Payments for current period reserves | (1,595 | ) | ||
Benefit related to changes in prior period reserves | (661 | ) | ||
Payments for prior period reserves | (6,055 | ) | ||
Other, net | 1,990 | |||
Balance at December 31, 2014 | $ | 53,785 | ||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Components Of Long-Term Debt | Long-term debt at December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||
2014 | 2013 | |||||||
Revolving credit agreement | $ | — | $ | 252,500 | ||||
Term loan | 865,650 | — | ||||||
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 at an average rate of 3.4%, due through 2025 | 20,156 | 21,149 | ||||||
Capitalized lease arrangements at an average rate of 5.4%, due through 2031 | 15,206 | 10,850 | ||||||
2,251,012 | 604,142 | |||||||
Less current portion | 18,826 | 20,844 | ||||||
Long-term debt | $ | 2,232,186 | $ | 583,298 | ||||
Redemption Price Percentage | The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on November 30 of the years indicated below: | |||||||
Period | Redemption Price | |||||||
2015 | 104.219 | % | ||||||
2016 | 102.813 | % | ||||||
2017 | 101.406 | % | ||||||
2018 and thereafter | 100 | % | ||||||
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 | % |
Other_Longterm_Liabilities_Tab
Other Long-term Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Long-term Liabilities | The following table presents a summary of items comprising other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2014 and 2013 (in thousands): | |||||||
2014 | 2013 | |||||||
Accrued professional liabilities | $ | 41,802 | $ | — | ||||
Contingent purchase price payable | 8,470 | — | ||||||
Deferred rent | 16,814 | 14,637 | ||||||
Tax-effected unrecognized benefits | 8,353 | 6,888 | ||||||
Other | 14,004 | 3,978 | ||||||
Other long-term liabilities | $ | 89,443 | $ | 25,503 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule Of Total Income Tax Expense | Total income taxes expense (benefit) for the years ended December 31, 2014, 2013 and 2012 was included within the following sections of the consolidated financial statements as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Income from continuing operations | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
Discontinued operations | (643 | ) | 9 | 3,045 | ||||||||
Shareholders’ equity | (3,177 | ) | (7,381 | ) | (1,581 | ) | ||||||
Total | $ | 44,283 | $ | 41,282 | $ | 42,357 | ||||||
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense from continuing operations for the years ended December 31, 2014, 2013 and 2012 was comprised of the following (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 8,640 | $ | 7,895 | $ | 14,602 | ||||||
State | 4,396 | 3,598 | 4,806 | |||||||||
Deferred: | ||||||||||||
Federal | 27,505 | 31,509 | 18,018 | |||||||||
State | 7,562 | 5,652 | 3,467 | |||||||||
Income tax expense | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense from continuing operations for the years ended December 31, 2014, 2013 and 2012 differed from the amount computed by applying the U.S. federal income tax rate of 35% to earnings before income taxes as a result of the following (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal income tax | $ | 102,967 | $ | 106,101 | $ | 89,806 | ||||||
Less federal income tax assumed directly by noncontrolling interests | (66,783 | ) | (64,219 | ) | (56,378 | ) | ||||||
State income taxes, net of federal income tax benefit | 6,616 | 5,539 | 7,020 | |||||||||
Increase in valuation allowances | 4,662 | 924 | 419 | |||||||||
Interest related to unrecognized tax benefits | (161 | ) | (155 | ) | (109 | ) | ||||||
Other | 802 | 464 | 135 | |||||||||
Income tax expense | $ | 48,103 | $ | 48,654 | $ | 40,893 | ||||||
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of the liability associated with unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of year | $ | 6,330 | $ | 9,235 | $ | 7,252 | ||||||
Additions for tax positions of current year | 204 | 46 | 119 | |||||||||
Increases for tax positions taken during a prior period | 1,069 | — | 1,985 | |||||||||
Lapse of statute of limitations | (267 | ) | (2,951 | ) | (121 | ) | ||||||
Balance at end of year | $ | 7,336 | $ | 6,330 | $ | 9,235 | ||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Allowance for uncollectible accounts | $ | 1,096 | $ | 897 | ||||||||
Accrued assets and other | 27,537 | 5,292 | ||||||||||
Valuation allowances | (3,736 | ) | (2,021 | ) | ||||||||
Total current deferred tax assets | 24,897 | 4,168 | ||||||||||
Share-based compensation | 7,719 | 7,635 | ||||||||||
Interest on unrecognized tax benefits | 245 | 230 | ||||||||||
Accrued liabilities and other | 3,931 | 3,629 | ||||||||||
Medical malpractice | 16,240 | — | ||||||||||
Operating and capital loss carryforwards | 22,709 | 9,185 | ||||||||||
Valuation allowances | (13,721 | ) | (7,665 | ) | ||||||||
Total non-current deferred tax assets | 37,123 | 13,014 | ||||||||||
Total deferred tax assets | 62,020 | 17,182 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid expenses | 2,435 | 1,071 | ||||||||||
Property and equipment, principally due to differences in depreciation | 15,235 | 4,137 | ||||||||||
Goodwill, intangible assets and other, principally due to differences in amortization | 655,368 | 184,897 | ||||||||||
Total deferred tax liabilities | 673,038 | 190,105 | ||||||||||
Net deferred tax liabilities | $ | 611,018 | $ | 172,923 | ||||||||
Schedule Of Deferred Tax Assets And Liabilities | The net deferred tax liabilities at December 31, 2014 and 2013 were recorded as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Current deferred income tax assets | $ | 22,462 | $ | 3,097 | ||||||||
Non-current deferred income tax liabilities | 633,480 | 176,020 | ||||||||||
Net deferred tax liabilities | $ | 611,018 | $ | 172,923 | ||||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Share-Based Activity | Other information pertaining to share-based activity for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Share-based compensation expense | $ | 10,104 | $ | 8,321 | $ | 6,692 | ||||||
Fair value of shares vested | 15,126 | 11,742 | 6,425 | |||||||||
Cash received from option exercises | 2,630 | 33,349 | 18,214 | |||||||||
Tax benefit from option exercises | 3,177 | 7,247 | 1,784 | |||||||||
Schedule Of Changes In Non-Vested Restricted Shares | A summary of the status of and changes for non-vested restricted shares for the three years ended December 31, 2014, is as follows: | |||||||||||
Weighted | ||||||||||||
Number | Average | |||||||||||
of Shares | Grant Price | |||||||||||
Non-vested shares at January 1, 2012 | 732,412 | $ | 21.91 | |||||||||
Shares granted | 281,429 | 26.78 | ||||||||||
Shares vested | (183,019 | ) | 25.98 | |||||||||
Shares forfeited | (2,136 | ) | 26.26 | |||||||||
Non-vested shares at December 31, 2012 | 828,686 | $ | 22.5 | |||||||||
Shares granted | 291,863 | 31.66 | ||||||||||
Shares vested | (360,337 | ) | 21.55 | |||||||||
Shares forfeited | (16,343 | ) | 23.11 | |||||||||
Non-vested shares at December 31, 2013 | 743,869 | $ | 26.54 | |||||||||
Shares granted | 272,780 | 43.12 | ||||||||||
Shares vested | (336,160 | ) | 25.69 | |||||||||
Shares forfeited | (12,380 | ) | 38.94 | |||||||||
Non-vested shares at December 31, 2014 | 668,109 | $ | 33.51 | |||||||||
Schedule Of Stock Option Activity | A summary of stock option activity for the three years ended December 31, 2014 is summarized as follows: | |||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise | Contractual | ||||||||||
of Shares | Price | Term (in years) | ||||||||||
Outstanding at January 1, 2012 | 2,510,054 | $ | 23.09 | 3.4 | ||||||||
Options exercised with total intrinsic value of $6.3 million | (841,599 | ) | 21.64 | |||||||||
Options terminated | (5,625 | ) | 21.85 | |||||||||
Outstanding at December 31, 2012 | 1,662,830 | $ | 23.82 | 2.9 | ||||||||
Options exercised with total intrinsic value of $33.3 million | (1,392,366 | ) | 23.95 | |||||||||
Outstanding at December 31, 2013 | 270,464 | $ | 23.16 | 2.5 | ||||||||
Options exercised with total intrinsic value of $2.6 million | (111,743 | ) | 23.53 | |||||||||
Outstanding, Vested and Exercisable at December 31, 2014 with an aggregate intrinsic value of $3.6 million | 158,721 | $ | 22.89 | 1.7 | ||||||||
Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share | The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts): | |||||||||||
Earnings | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
For the year ended December 31, 2014: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 50,777 | 39,311 | $ | 1.29 | |||||||
Effect of dilutive securities options and non-vested shares | — | 314 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 50,777 | 39,625 | $ | 1.28 | |||||||
For the year ended December 31, 2013: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 71,009 | 31,338 | $ | 2.27 | |||||||
Effect of dilutive securities options and non-vested shares | — | 616 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 71,009 | 31,954 | $ | 2.22 | |||||||
For the year ended December 31, 2012: | ||||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) | $ | 60,037 | 30,773 | $ | 1.95 | |||||||
Effect of dilutive securities options and non-vested shares | — | 835 | ||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) | $ | 60,037 | 31,608 | $ | 1.9 | |||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Future Minimum Lease Payment Schedule | Future minimum lease payments, including payments during expected renewal option periods, at December 31, 2014 were as follows (in thousands): | ||||||||
Year Ended December 31, | Capital Leases | Operating Leases | |||||||
2015 | $ | 2,613 | $ | 53,007 | |||||
2016 | 2,146 | 51,687 | |||||||
2017 | 1,901 | 50,260 | |||||||
2018 | 1,594 | 47,978 | |||||||
2019 | 1,388 | 46,880 | |||||||
Thereafter | 11,361 | 356,337 | |||||||
Total minimum rentals | 21,003 | $ | 606,149 | ||||||
Less amounts representing interest at rates ranging from 2.7% to 11.8% | 5,797 | ||||||||
Capital lease obligations | $ | 15,206 | |||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Schedule of Related Party Payments | Related party payments for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Operating leases | $ | 27,559 | $ | 29,240 | $ | 29,079 | ||||||
Salaries and benefits | 66,763 | 72,892 | 65,908 | |||||||||
Billing fees | 9,899 | 11,591 | 11,126 | |||||||||
Medical advisory services | 2,811 | 2,993 | 2,671 | |||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of Segment Reporting Information, by Segment | The following table presents financial information for each reportable segment (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Revenue: | ||||||||||||
Ambulatory Services | $ | 1,109,935 | $ | 1,057,196 | $ | 899,245 | ||||||
Physician Services | 512,014 | — | — | |||||||||
Total | $ | 1,621,949 | $ | 1,057,196 | $ | 899,245 | ||||||
Adjusted Segment EBITDA: | ||||||||||||
Ambulatory Services | $ | 197,377 | $ | 187,972 | $ | 154,527 | ||||||
Physician Services | 107,105 | — | — | |||||||||
Total | $ | 304,482 | $ | 187,972 | $ | 154,527 | ||||||
Adjusted Segment EBITDA: | $ | 304,482 | $ | 187,972 | $ | 154,527 | ||||||
Earnings from continuing operations attributable to noncontrolling interests | 190,809 | 183,484 | 155,661 | |||||||||
Interest expense, net | (83,285 | ) | (29,525 | ) | (16,950 | ) | ||||||
Depreciation and amortization | (60,344 | ) | (32,400 | ) | (29,255 | ) | ||||||
Share-based compensation | (10,104 | ) | (8,321 | ) | (6,692 | ) | ||||||
Transaction costs | (33,890 | ) | (300 | ) | (700 | ) | ||||||
Debt extinguishment costs | (16,887 | ) | — | — | ||||||||
Gain on deconsolidation | 3,411 | 2,237 | — | |||||||||
Earnings from continuing operations before income taxes | $ | 294,192 | $ | 303,147 | $ | 256,591 | ||||||
Acquisition and Capital Expenditures: | ||||||||||||
Ambulatory Services (1) | $ | 81,156 | $ | 102,450 | $ | 306,252 | ||||||
Physician Services | 28,909 | — | — | |||||||||
Total | $ | 110,065 | $ | 102,450 | $ | 306,252 | ||||||
2014 | 2013 | |||||||||||
Assets: | ||||||||||||
Ambulatory Services | $ | 2,528,525 | $ | 2,177,944 | ||||||||
Physician Services | 2,994,999 | — | ||||||||||
Total | $ | 5,523,524 | $ | 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) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||||||
Condensed Consolidating Balance Sheet - December 31, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 134,351 | $ | 23,471 | $ | 50,257 | $ | — | $ | 208,079 | |||||||||||
Restricted cash and marketable securities | — | — | 10,219 | — | 10,219 | ||||||||||||||||
Accounts receivable, net | — | 123,772 | 109,281 | — | 233,053 | ||||||||||||||||
Supplies inventory | — | 301 | 19,673 | — | 19,974 | ||||||||||||||||
Prepaid and other current assets | 47,997 | 58,388 | 13,795 | (4,818 | ) | 115,362 | |||||||||||||||
Total current assets | 182,348 | 205,932 | 203,225 | (4,818 | ) | 586,687 | |||||||||||||||
Property and equipment, net | 10,391 | 9,972 | 160,085 | — | 180,448 | ||||||||||||||||
Investments in and receivables from unconsolidated affiliates | 3,912,804 | 1,587,881 | — | (5,425,210 | ) | 75,475 | |||||||||||||||
Goodwill | — | 1,490,981 | — | 1,890,168 | 3,381,149 | ||||||||||||||||
Intangible assets, net | 67,678 | 1,203,218 | 2,983 | — | 1,273,879 | ||||||||||||||||
Other assets | 3,323 | 943 | 23,086 | (1,466 | ) | 25,886 | |||||||||||||||
Total assets | $ | 4,176,544 | $ | 4,498,927 | $ | 389,379 | $ | (3,541,326 | ) | $ | 5,523,524 | ||||||||||
Liabilities and Equity | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 8,700 | $ | — | $ | 10,126 | $ | — | $ | 18,826 | |||||||||||
Accounts payable | 1,849 | 35 | 31,781 | (4,080 | ) | 29,585 | |||||||||||||||
Accrued salaries and benefits | 25,035 | 101,395 | 13,614 | — | 140,044 | ||||||||||||||||
Accrued interest | 29,621 | — | 23 | — | 29,644 | ||||||||||||||||
Other accrued liabilities | 8,051 | 44,305 | 16,368 | (738 | ) | 67,986 | |||||||||||||||
Total current liabilities | 73,256 | 145,735 | 71,912 | (4,818 | ) | 286,085 | |||||||||||||||
Long-term debt | 2,206,950 | — | 53,648 | (28,412 | ) | 2,232,186 | |||||||||||||||
Deferred income taxes | 209,400 | 425,546 | — | (1,466 | ) | 633,480 | |||||||||||||||
Other long-term liabilities | 7,391 | 63,616 | 18,436 | — | 89,443 | ||||||||||||||||
Intercompany payable | — | 1,219,979 | 8,010 | (1,227,989 | ) | — | |||||||||||||||
Noncontrolling interests – redeemable | — | — | 63,544 | 120,555 | 184,099 | ||||||||||||||||
Equity: | |||||||||||||||||||||
Total AmSurg Corp. equity | 1,679,547 | 2,644,051 | 130,206 | (2,774,257 | ) | 1,679,547 | |||||||||||||||
Noncontrolling interests – non-redeemable | — | — | 43,623 | 375,061 | 418,684 | ||||||||||||||||
Total equity | 1,679,547 | 2,644,051 | 173,829 | (2,399,196 | ) | 2,098,231 | |||||||||||||||
Total liabilities and equity | $ | 4,176,544 | $ | 4,498,927 | $ | 389,379 | $ | (3,541,326 | ) | $ | 5,523,524 | ||||||||||
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 Earnings | |||||||||||||||||||||
Condensed Consolidating Statement of Earnings - Year Ended December 31, 2014 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 24,773 | $ | 508,572 | $ | 1,112,940 | $ | (24,336 | ) | $ | 1,621,949 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 65,697 | 350,615 | 284,050 | (5,786 | ) | 694,576 | |||||||||||||||
Supply cost | — | 1,292 | 163,004 | — | 164,296 | ||||||||||||||||
Other operating expenses | 18,667 | 53,413 | 231,398 | (18,550 | ) | 284,928 | |||||||||||||||
Transaction costs | 29,004 | 4,886 | — | — | 33,890 | ||||||||||||||||
Depreciation and amortization | 4,044 | 25,610 | 30,690 | — | 60,344 | ||||||||||||||||
Total operating expenses | 117,412 | 435,816 | 709,142 | (24,336 | ) | 1,238,034 | |||||||||||||||
Gain on deconsolidation | 3,411 | 3,411 | — | (3,411 | ) | 3,411 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 234,246 | 211,889 | — | (439,097 | ) | 7,038 | |||||||||||||||
Operating income | 145,018 | 288,056 | 403,798 | (442,508 | ) | 394,364 | |||||||||||||||
Interest expense, net | 47,997 | 33,026 | 2,262 | — | 83,285 | ||||||||||||||||
Debt extinguishment costs | 16,887 | — | — | — | 16,887 | ||||||||||||||||
Earnings from continuing operations before income taxes | 80,134 | 255,030 | 401,536 | (442,508 | ) | 294,192 | |||||||||||||||
Income tax expense | 29,166 | 17,373 | 1,564 | — | 48,103 | ||||||||||||||||
Net earnings from continuing operations | 50,968 | 237,657 | 399,972 | (442,508 | ) | 246,089 | |||||||||||||||
Net earnings (loss) from discontinued operations | 2,733 | — | (4,029 | ) | — | (1,296 | ) | ||||||||||||||
Net earnings | 53,701 | 237,657 | 395,943 | (442,508 | ) | 244,793 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | 21 | 191,071 | — | 191,092 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | 237,636 | 204,872 | (442,508 | ) | 53,701 | |||||||||||||||
Preferred stock dividends | (4,503 | ) | — | — | — | (4,503 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 49,198 | $ | 237,636 | $ | 204,872 | $ | (442,508 | ) | $ | 49,198 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 46,465 | $ | 237,636 | $ | 209,184 | $ | (442,508 | ) | $ | 50,777 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | 2,733 | — | (4,312 | ) | — | (1,579 | ) | ||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 49,198 | $ | 237,636 | $ | 204,872 | $ | (442,508 | ) | $ | 49,198 | ||||||||||
Condensed Consolidating Statement of Earnings - Year Ended December 31, 2013 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 24,167 | $ | — | $ | 1,050,547 | $ | (17,518 | ) | $ | 1,057,196 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 61,038 | — | 267,014 | (467 | ) | 327,585 | |||||||||||||||
Supply cost | — | — | 153,126 | — | 153,126 | ||||||||||||||||
Other operating expenses | 22,360 | — | 211,192 | (17,051 | ) | 216,501 | |||||||||||||||
Transaction costs | 300 | — | — | — | 300 | ||||||||||||||||
Depreciation and amortization | 3,186 | — | 29,214 | — | 32,400 | ||||||||||||||||
Total operating expenses | 86,884 | — | 660,546 | (17,518 | ) | 729,912 | |||||||||||||||
Gain on deconsolidation | 2,237 | 2,237 | — | (2,237 | ) | 2,237 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 204,962 | 204,962 | — | (406,773 | ) | 3,151 | |||||||||||||||
Operating income | 144,482 | 207,199 | 390,001 | (409,010 | ) | 332,672 | |||||||||||||||
Interest expense, net | 27,282 | — | 2,243 | — | 29,525 | ||||||||||||||||
Earnings from continuing operations before income taxes | 117,200 | 207,199 | 387,758 | (409,010 | ) | 303,147 | |||||||||||||||
Income tax expense | 47,139 | — | 1,515 | — | 48,654 | ||||||||||||||||
Net earnings from continuing operations | 70,061 | 207,199 | 386,243 | (409,010 | ) | 254,493 | |||||||||||||||
Net earnings from discontinued operations | 2,642 | — | 4,409 | — | 7,051 | ||||||||||||||||
Net earnings | 72,703 | 207,199 | 390,652 | (409,010 | ) | 261,544 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 188,841 | — | 188,841 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 72,703 | $ | 207,199 | $ | 201,811 | $ | (409,010 | ) | $ | 72,703 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 70,061 | $ | 207,199 | $ | 202,759 | $ | (409,010 | ) | $ | 71,009 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | 2,642 | — | (948 | ) | — | 1,694 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 72,703 | $ | 207,199 | $ | 201,811 | $ | (409,010 | ) | $ | 72,703 | ||||||||||
Condensed Consolidating Statement of Earnings - Year Ended December 31, 2012 (In thousands) | |||||||||||||||||||||
Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||||
Net revenues | $ | 19,907 | $ | — | $ | 894,239 | $ | (14,901 | ) | $ | 899,245 | ||||||||||
Operating expenses: | |||||||||||||||||||||
Salaries and benefits | 54,895 | — | 230,083 | (450 | ) | 284,528 | |||||||||||||||
Supply cost | — | — | 126,919 | — | 126,919 | ||||||||||||||||
Other operating expenses | 19,799 | — | 180,518 | (14,451 | ) | 185,866 | |||||||||||||||
Transaction costs | 700 | — | — | — | 700 | ||||||||||||||||
Depreciation and amortization | 2,860 | — | 26,395 | — | 29,255 | ||||||||||||||||
Total operating expenses | 78,254 | — | 563,915 | (14,901 | ) | 627,268 | |||||||||||||||
Equity in earnings of unconsolidated affiliates | 178,137 | 178,137 | — | (354,710 | ) | 1,564 | |||||||||||||||
Operating income | 119,790 | 178,137 | 330,324 | (354,710 | ) | 273,541 | |||||||||||||||
Interest expense, net | 14,803 | — | 2,147 | — | 16,950 | ||||||||||||||||
Earnings from continuing operations before income taxes | 104,987 | 178,137 | 328,177 | (354,710 | ) | 256,591 | |||||||||||||||
Income tax expense | 39,339 | — | 1,554 | — | 40,893 | ||||||||||||||||
Net earnings from continuing operations | 65,648 | 178,137 | 326,623 | (354,710 | ) | 215,698 | |||||||||||||||
Net earnings (loss) from discontinued operations | (3,085 | ) | — | 11,030 | — | 7,945 | |||||||||||||||
Net earnings | 62,563 | 178,137 | 337,653 | (354,710 | ) | 223,643 | |||||||||||||||
Net earnings attributable to noncontrolling interests | — | — | 161,080 | — | 161,080 | ||||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 62,563 | $ | 178,137 | $ | 176,573 | $ | (354,710 | ) | $ | 62,563 | ||||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||||||||||||
Earnings from continuing operations, net of income tax | $ | 65,648 | $ | 178,137 | $ | 170,962 | $ | (354,710 | ) | $ | 60,037 | ||||||||||
Earnings (loss) from discontinued operations, net of income tax | (3,085 | ) | — | 5,611 | — | 2,526 | |||||||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $ | 62,563 | $ | 178,137 | $ | 176,573 | $ | (354,710 | ) | $ | 62,563 | ||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 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 | $ | 96,681 | $ | 298,415 | $ | 430,880 | $ | (413,605 | ) | $ | 412,371 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (2,124,124 | ) | (2,188,191 | ) | 1,520 | 2,126,737 | (2,184,058 | ) | |||||||||||||
Acquisition of property and equipment | (7,877 | ) | (9,933 | ) | (22,407 | ) | — | (40,217 | ) | ||||||||||||
Proceeds from sale of interests in surgery centers | — | 7,069 | — | — | 7,069 | ||||||||||||||||
Purchases of marketable securities | — | — | (6,474 | ) | — | (6,474 | ) | ||||||||||||||
Maturities of marketable securities | — | — | 3,486 | — | 3,486 | ||||||||||||||||
Other | (3,068 | ) | (6,594 | ) | 4,721 | — | (4,941 | ) | |||||||||||||
Net cash flows used in investing activities | (2,135,069 | ) | (2,197,649 | ) | (19,154 | ) | 2,126,737 | (2,225,135 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 2,040,000 | — | 8,958 | — | 2,048,958 | ||||||||||||||||
Repayment on long-term borrowings | (396,493 | ) | — | (11,982 | ) | — | (408,475 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (202,247 | ) | (401,455 | ) | 413,605 | (190,097 | ) | |||||||||||||
Capital contributions | — | 2,124,124 | — | (2,124,124 | ) | — | |||||||||||||||
Proceeds from preferred stock offering | 172,500 | — | — | — | 172,500 | ||||||||||||||||
Cash dividends for preferred shares | (4,503 | ) | — | — | — | (4,503 | ) | ||||||||||||||
Proceeds from common stock offering | 439,875 | — | — | — | 439,875 | ||||||||||||||||
Payments of equity issuance costs | (24,494 | ) | — | — | — | (24,494 | ) | ||||||||||||||
Financing cost incurred | (65,811 | ) | — | — | — | (65,811 | ) | ||||||||||||||
Changes in intercompany balances with affiliates, net | 2,965 | — | (2,965 | ) | — | — | |||||||||||||||
Other financing activities, net | 1,990 | 828 | 1,845 | (2,613 | ) | 2,050 | |||||||||||||||
Net cash flows provided by (used in) financing activities | 2,166,029 | 1,922,705 | (405,599 | ) | (1,713,132 | ) | 1,970,003 | ||||||||||||||
Net increase in cash and cash equivalents | 127,641 | 23,471 | 6,127 | — | 157,239 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 6,710 | — | 44,130 | — | 50,840 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 134,351 | $ | 23,471 | $ | 50,257 | $ | — | $ | 208,079 | |||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 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 | $ | 45,127 | $ | 208,773 | $ | 426,572 | $ | (347,648 | ) | $ | 332,824 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | — | (74,288 | ) | — | 694 | (73,594 | ) | ||||||||||||||
Acquisition of property and equipment | (3,693 | ) | — | (25,163 | ) | — | (28,856 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 3,553 | — | — | 3,553 | ||||||||||||||||
Other | — | 159 | — | — | 159 | ||||||||||||||||
Net cash flows used in investing activities | (3,693 | ) | (70,576 | ) | (25,163 | ) | 694 | (98,738 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 152,700 | — | 9,504 | — | 162,204 | ||||||||||||||||
Repayment on long-term borrowings | (188,081 | ) | — | (14,002 | ) | — | (202,083 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | (138,875 | ) | (392,922 | ) | 347,648 | (184,149 | ) | |||||||||||||
Changes in intercompany balances with affiliates, net | 88 | — | (88 | ) | — | — | |||||||||||||||
Other financing activities, net | (6,690 | ) | 678 | 1,090 | (694 | ) | (5,616 | ) | |||||||||||||
Net cash flows used in financing activities | (41,983 | ) | (138,197 | ) | (396,418 | ) | 346,954 | (229,644 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (549 | ) | — | 4,991 | — | 4,442 | |||||||||||||||
Cash and cash equivalents, beginning of period | 7,259 | — | 39,139 | — | 46,398 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 6,710 | $ | — | $ | 44,130 | $ | — | $ | 50,840 | |||||||||||
Condensed Consolidating Statement of Cash Flows - Year Ended December 31, 2012 (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 | $ | (83,605 | ) | $ | 182,851 | $ | 379,257 | $ | (182,851 | ) | $ | 295,652 | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisitions and related transactions | (90,029 | ) | (280,189 | ) | — | 92,830 | (277,388 | ) | |||||||||||||
Acquisition of property and equipment | (3,681 | ) | — | (25,183 | ) | — | (28,864 | ) | |||||||||||||
Proceeds from sale of interests in surgery centers | — | 7,309 | — | — | 7,309 | ||||||||||||||||
Net cash flows used in investing activities | (93,710 | ) | (272,880 | ) | (25,183 | ) | 92,830 | (298,943 | ) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Proceeds from long-term borrowings | 560,000 | — | 5,566 | — | 565,566 | ||||||||||||||||
Repayment on long-term borrowings | (381,220 | ) | — | (12,944 | ) | — | (394,164 | ) | |||||||||||||
Distributions to owners, including noncontrolling interests | — | — | (345,792 | ) | 182,851 | (162,941 | ) | ||||||||||||||
Capital contributions | — | 90,029 | — | (90,029 | ) | — | |||||||||||||||
Changes in intercompany balances with affiliates, net | (2,666 | ) | — | 2,666 | — | — | |||||||||||||||
Other financing activities, net | (70 | ) | — | 3,381 | (2,801 | ) | 510 | ||||||||||||||
Net cash flows provided by (used in) financing activities | 176,044 | 90,029 | (347,123 | ) | 90,021 | 8,971 | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (1,271 | ) | — | 6,951 | — | 5,680 | |||||||||||||||
Cash and cash equivalents, beginning of period | 8,530 | — | 32,188 | — | 40,718 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 7,259 | $ | — | $ | 39,139 | $ | — | $ | 46,398 | |||||||||||
Quarterly_Statement_of_Earning1
Quarterly Statement of Earnings Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | The following table presents certain quarterly statement of earnings data for the years ended December 31, 2014 and 2013. The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. | |||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 (2) | Q4 | Q1 | Q2 | Q3 | Q4 | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenues | $ | 259,561 | $ | 278,227 | $ | 502,350 | $ | 581,811 | $ | 253,364 | $ | 262,497 | $ | 262,240 | $ | 279,095 | ||||||||||||||||
Earnings from continuing operations before income taxes | 73,029 | 80,487 | 39,141 | 101,535 | 73,069 | 77,100 | 72,615 | 80,363 | ||||||||||||||||||||||||
Net earnings from continuing operations | 60,047 | 67,689 | 39,119 | 79,234 | 61,068 | 64,607 | 61,470 | 67,348 | ||||||||||||||||||||||||
Net earnings (loss) from discontinued operations(1) | 68 | 483 | (1,697 | ) | (150 | ) | 1,205 | 1,229 | 797 | 3,820 | ||||||||||||||||||||||
Net earnings | 60,115 | 68,172 | 37,422 | 79,084 | 62,273 | 65,836 | 62,267 | 71,168 | ||||||||||||||||||||||||
Net earnings (loss) attributable to AmSurg Corp. common shareholders: | ||||||||||||||||||||||||||||||||
Continuing | 17,392 | 18,771 | (10,697 | ) | 25,311 | 17,349 | 18,093 | 16,636 | 18,931 | |||||||||||||||||||||||
Discontinued | (197 | ) | 190 | (1,376 | ) | (196 | ) | 462 | 470 | 135 | 627 | |||||||||||||||||||||
Net earnings (loss) | $ | 17,195 | $ | 18,961 | $ | (12,073 | ) | $ | 25,115 | $ | 17,811 | $ | 18,563 | $ | 16,771 | $ | 19,558 | |||||||||||||||
Basic net earnings (loss) from | $ | 0.55 | $ | 0.59 | $ | (0.23 | ) | $ | 0.53 | $ | 0.56 | $ | 0.58 | $ | 0.53 | $ | 0.6 | |||||||||||||||
continuing operations per share | ||||||||||||||||||||||||||||||||
Basic net earnings (loss) per share | $ | 0.54 | $ | 0.6 | $ | (0.26 | ) | $ | 0.53 | $ | 0.57 | $ | 0.59 | $ | 0.53 | $ | 0.62 | |||||||||||||||
Diluted net earnings (loss) from continuing operations per share | $ | 0.54 | $ | 0.58 | $ | (0.23 | ) | $ | 0.53 | $ | 0.54 | $ | 0.57 | $ | 0.52 | $ | 0.59 | |||||||||||||||
Diluted net earnings (loss) per share | $ | 0.54 | $ | 0.59 | $ | (0.26 | ) | $ | 0.53 | $ | 0.56 | $ | 0.58 | $ | 0.52 | $ | 0.61 | |||||||||||||||
(1) Certain previously reported amounts have been reclassified for current year presentation for discontinued operations. | ||||||||||||||||||||||||||||||||
(2) The results of operations for Sheridan are effective July 16, 2014. Additionally, $16.9 million of debt extinguishment costs and $25.1 million of transaction | ||||||||||||||||||||||||||||||||
costs were incurred during the quarter. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
center | ||
Ownership Interests [Line Items] | ||
Number of centers with ownership interest of less than 51% | 10 | |
Restricted Cash and Marketable Securities | ||
Restricted cash and marketable securities, total | $30,300,000 | |
Restricted cash and marketable securities, noncurrent | 20,100,000 | |
Restricted cash and marketable securities, current | 10,219,000 | 0 |
Restricted marketable securities | $3,000,000 | |
Consolidated [Member] | ||
Ownership Interests [Line Items] | ||
Number of centers with ownership interest of less than 51% | 1 | |
Nonconsolidated [Member] | ||
Ownership Interests [Line Items] | ||
Number of centers with ownership interest of less than 51% | 9 |
Revenue_Recognition_Details
Revenue Recognition (Details) (USD $) | 3 Months Ended | 12 Months Ended | 6 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Revenue, Major Customer [Line Items] | |||||||||||||
Provision for uncollectibles | ($139,274) | ($21,947) | ($20,005) | ||||||||||
Net revenue | 581,811 | 502,350 | 278,227 | 259,561 | 279,095 | 262,240 | 262,497 | 253,364 | 1,621,949 | 1,057,196 | 899,245 | ||
Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Net fee for service revenue | 574,672 | [1] | |||||||||||
Contract and other revenue | 54,343 | [1] | |||||||||||
Provision for uncollectibles | -117,001 | 0 | 0 | -117,001 | [1] | ||||||||
Net revenue | 512,014 | 0 | 0 | 512,014 | [1] | ||||||||
Ambulatory Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percentage of revenues from governmental healthcare programs | 25.00% | 25.00% | 27.00% | ||||||||||
Net revenue | 1,109,935 | 1,057,196 | 899,245 | ||||||||||
Medicare [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Net fee for service revenue | 61,378 | [1] | |||||||||||
Medicaid [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Net fee for service revenue | 28,224 | [1] | |||||||||||
Commercial and Managed Care [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Net fee for service revenue | 382,343 | [1] | |||||||||||
Self-Pay [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Net fee for service revenue | $102,727 | [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 | 112.30% | [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 | 12.00% | [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 | 5.50% | [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 | 74.70% | [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 | 20.10% | [1] | |||||||||||
Contract and Other Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percent of net revenue, over | 10.60% | [1] | |||||||||||
Provision for Uncollectibles [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percent of net revenue, over | -22.90% | [1] | |||||||||||
[1] | Net revenue by payor is for the period July 16, 2014, the date of the acquisition of Sheridan, through December 31, 2014. As such, historical amounts are not included. |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | 6 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | $139,274 | $21,947 | $20,005 | ||
Allowances for accounts receivable | 113,357 | 113,357 | 27,862 | ||
Product Concentration Risk [Member] | Allowance for Doubtful Accounts [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for doubtful accounts related to fee for service patient visits | 73.00% | ||||
Ambulatory Services [Member] | Other Operating Expenses [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | 21,900 | 21,700 | 19,600 | ||
Physician Services [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | $117,001 | [1] | $117,001 | $0 | $0 |
[1] | Net revenue by payor is for the period July 16, 2014, the date of the acquisition of Sheridan, through December 31, 2014. As such, historical amounts are not included. |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2014 | Jul. 02, 2014 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Jul. 15, 2014 | |
center | physician_practice | physician_practice | ||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from common stock offering | $439,875,000 | $0 | $0 | |||||||
Proceeds from preferred stock offering | 172,500,000 | 0 | 0 | |||||||
Payments of equity issuance costs | -24,494,000 | 0 | 0 | |||||||
Transaction costs | 25,100,000 | 33,890,000 | 300,000 | 700,000 | ||||||
Debt extinguishment costs | -16,900,000 | -16,887,000 | 0 | 0 | ||||||
Acquisitions and related expenses, net | 2,184,058,000 | 73,594,000 | 277,388,000 | |||||||
Contingent purchase price payable | 8,470,000 | 0 | 8,470,000 | 8,470,000 | ||||||
Sheridan Healthcare [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash paid to acquire business | 2,100,000,000 | |||||||||
Value of common stock issued for acquisition | 272,000,000 | |||||||||
Fees and expenses associated with acquisition | 139,100,000 | 139,100,000 | 139,100,000 | |||||||
Deferred financing costs | 53,000,000 | 53,000,000 | 53,000,000 | |||||||
Transaction costs | 31,900,000 | |||||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Issuance of common stock (in shares) | 9,775,000 | |||||||||
Proceeds from common stock offering | 421,300,000 | |||||||||
Common Stock [Member] | Sheridan Healthcare [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares of common stock issued for acquisition | 5,713,909 | |||||||||
Mandatory Convertible Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Issuance of common stock (in shares) | 1,725,000 | |||||||||
Proceeds from preferred stock offering | 166,600,000 | |||||||||
Senior Secured Credit Facility - Term Loan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Maximum borrowing capacity | 870,000,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Maximum borrowing capacity | 300,000,000 | 475,000,000 | ||||||||
Debt extinguishment costs | 4,500,000 | |||||||||
Senior Notes [Member] | 2022 Senior Unsecured Notes [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Face amount | 1,100,000,000 | |||||||||
Interest rate | 5.63% | |||||||||
Bridge Loan [Member] | Interest Expense [Member] | Sheridan Healthcare [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fees paid to obtain a commitment for financing | 12,800,000 | |||||||||
Ambulatory Services [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions and related expenses, net | 50,900,000 | 73,600,000 | ||||||||
Ambulatory Services [Member] | Controlling Interest [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of business acquisitions | 8 | 5 | ||||||||
Ambulatory Services [Member] | Sheridan Healthcare [Member] | Controlling Interest [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of business acquisitions | 3 | |||||||||
Ambulatory Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Controlling Interest [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of business acquisitions | 5 | |||||||||
Ambulatory Services [Member] | National Surgical Care, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of business acquisitions | 17 | |||||||||
Final settlement of contingent earn out fee | 2,700,000 | |||||||||
Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash paid to acquire business | 19,000,000 | |||||||||
Number of business acquisitions | 2 | 2 | ||||||||
Contingent purchase price payable | 20,700,000 | 20,700,000 | 20,700,000 | |||||||
Estimate contingent consideration payment, low | 18,000,000 | 18,000,000 | 18,000,000 | |||||||
Estimate contingent consideration payment, high | $23,000,000 | $23,000,000 | $23,000,000 | |||||||
Contingent consideration payment period, low | 1 year | |||||||||
Contingent consideration payment period, high | 3 years |
Acquisitions_Fair_Value_Of_Tot
Acquisitions (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $3,381,149 | $1,758,970 | $1,652,002 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 1,816 | 4,011 | ||
Other current assets | 1,075 | 2,014 | ||
Property and equipment | 3,294 | 6,894 | ||
Goodwill | 101,865 | 116,243 | ||
Intangible assets | 14,207 | 0 | ||
Other long-term assets | 0 | 0 | ||
Accounts payable | -2,519 | -2,214 | ||
Other accrued liabilities | -626 | -532 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | -8,588 | -254 | ||
Long-term debt | -717 | -3,028 | ||
Total fair value | 109,807 | 123,134 | ||
Less: Fair value attributable to noncontrolling interests | 39,371 | 49,792 | ||
Acquisition date fair value of total consideration transferred | 70,436 | 73,342 | ||
Sheridan Healthcare [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 130,260 | [1] | ||
Other current assets | 105,757 | [1] | ||
Property and equipment | 20,185 | [1] | ||
Goodwill | 1,534,656 | [1] | ||
Intangible assets | 1,200,028 | [1] | ||
Other long-term assets | 50,304 | [1] | ||
Accounts payable | -5,862 | [1] | ||
Other accrued liabilities | -118,548 | [1] | ||
Deferred income taxes | -432,792 | [1] | ||
Other long-term liabilities | -69,456 | [1] | ||
Long-term debt | -4,594 | [1] | ||
Total fair value | 2,409,938 | [1] | ||
Less: Fair value attributable to noncontrolling interests | 24,365 | [1] | ||
Acquisition date fair value of total consideration transferred | $2,385,573 | [1] | ||
[1] | allocation of fair value of acquired assets and liabilities associated with these acquisitions at December 31, 2014. |
Acquisitions_Revs_and_Earnings
Acquisitions (Revs and Earnings) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||||||||||
Revenues | $581,811 | $502,350 | $278,227 | $259,561 | $279,095 | $262,240 | $262,497 | $253,364 | $1,621,949 | $1,057,196 | $899,245 |
Net earnings | 79,084 | 37,422 | 68,172 | 60,115 | 71,168 | 62,267 | 65,836 | 62,273 | 244,793 | 261,544 | 223,643 |
Less: Net earnings attributable to noncontrolling interests | 191,092 | 188,841 | 161,080 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | 72,703 | 62,563 | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 20,844 | 15,616 | |||||||||
Net earnings | 5,155 | 4,596 | |||||||||
Less: Net earnings attributable to noncontrolling interests | 2,859 | 2,603 | |||||||||
Net earnings attributable to AmSurg Corp. shareholders | 2,296 | 1,993 | |||||||||
Sheridan Healthcare [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 517,213 | ||||||||||
Net earnings | 26,776 | ||||||||||
Less: Net earnings attributable to noncontrolling interests | 459 | ||||||||||
Net earnings attributable to AmSurg Corp. shareholders | $26,317 |
Acquisitions_Consolidated_Pro_
Acquisitions (Consolidated Pro Forma Results Of Acquisition) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ||
Revenues | $2,217,682 | $2,171,999 |
Net earnings | 295,156 | 243,675 |
Net earnings attributable to AmSurg Corp. common shareholders | $97,538 | $39,980 |
Net earnings per common share, Basic (usd per share) | $1.88 | $0.66 |
Net earnings per common share, Diluted (usd per share) | $1.86 | $0.65 |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Affiliates (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investments in unconsolidated affiliates | $75,475,000 | $15,526,000 | ||
Equity in earnings of unconsolidated affiliates | 7,038,000 | 3,151,000 | 1,564,000 | |
Acquisitions and related expenses | -2,184,058,000 | -73,594,000 | -277,388,000 | |
Gain on deconsolidation | 3,411,000 | 2,237,000 | 0 | |
Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in unconsolidated affiliates | 75,500,000 | 15,500,000 | ||
Ambulatory Services [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Acquisitions and related expenses | -50,900,000 | -73,600,000 | ||
Ambulatory Services [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in unconsolidated affiliates | 7,000,000 | 5,200,000 | ||
Equity in earnings of unconsolidated affiliates | 700,000 | 200,000 | ||
Proceeds from divestiture of interest in consolidated subsidiaries | 1,700,000 | |||
Payments to acquire noncontrolling interest in jointly owned entity | -500,000 | |||
Acquisitions and related expenses | -300,000 | |||
Ambulatory Services [Member] | Controlling Interest [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number consolidated centers contributed to joint venture | 4 | 1 | ||
Ambulatory Services [Member] | Noncontrolling Interest In Centers [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of joint venture entities acquired | 3 | |||
Ambulatory Services [Member] | Minimum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Estimated probability of fair value variables range | 5.00% | |||
Ambulatory Services [Member] | Maximum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Estimated probability of fair value variables range | 35.00% | |||
Arrangement with HCA Holdings, Inc. [Member] | Physician Services [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of unconsolidated affiliates | 3,400,000 | |||
Fair value of investment | 49,400,000 | |||
Ownership percentage | 51.00% | |||
Management and billing fees | 4,700,000 | |||
Arrangement with HCA Holdings, Inc. [Member] | Physician Services [Member] | Other Current Assets [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Receivable from entity | $3,500,000 |
Dispositions_Results_Of_Operat
Dispositions (Results Of Operations Of Centers Discontinued) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Revenues | $9,545 | $25,373 | $34,911 | ||||||||
Earnings before income taxes | 893 | 5,607 | 9,919 | ||||||||
Results of discontinued operations, net of tax: | |||||||||||
Earnings from operations of discontinued interests in surgery centers | 710 | 4,449 | 7,920 | ||||||||
Gain (loss) on disposal of discontinued interests in surgery centers | -2,006 | 2,602 | 25 | ||||||||
Net earnings (loss) from discontinued operations | -150 | -1,697 | 483 | 68 | 3,820 | 797 | 1,229 | 1,205 | -1,296 | 7,051 | 7,945 |
Less: Net earnings from discontinued operations attributable to noncontrolling interests | 283 | 5,357 | 5,419 | ||||||||
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders | -196 | -1,376 | 190 | -197 | 627 | 135 | 470 | 462 | -1,579 | 1,694 | 2,526 |
Cash proceeds from disposal | $7,069 | $3,553 | $7,309 |
Prepaid_and_Other_Current_Asse2
Prepaid and Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes receivable | $28,694 | $1,865 |
Prepaid expenses | 18,682 | 12,730 |
Deferred compensation plan assets | 17,320 | 13,313 |
Deferred income taxes | 22,462 | 3,097 |
Other | 28,204 | 5,694 |
Total prepaid and other current assets | $115,362 | $36,699 |
Property_and_Equipment_Narrati
Property and Equipment (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Unfunded construction and equipment purchases | $7.70 | ||
Depreciation expense | $33.20 | $29.80 | $26.70 |
Building and Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Building and Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Movable Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Movable Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years |
Property_and_Equipment_PPE_Sch
Property and Equipment (PPE Schedule) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Building and improvements | $170,420 | $161,805 |
Movable equipment | 215,444 | 207,176 |
Construction in progress | 11,940 | 2,321 |
Property and equipment, gross | 397,804 | 371,302 |
Less accumulated depreciation | -217,356 | -207,612 |
Property and equipment, net | $180,448 | $163,690 |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | ||||
physician_practice | physician_practice | |||||||
Segment Reporting Information [Line Items] | ||||||||
Goodwill | $3,381,149,000 | $1,758,970,000 | $1,652,002,000 | 3,381,149,000 | 3,381,149,000 | |||
Increase in goodwill | 1,636,521,000 | 112,951,000 | ||||||
Amortization period | 18 years 110 days | |||||||
Debt extinguishment costs | 4,536,000 | 0 | 0 | |||||
Amortization of Intangible Assets | 32,500,000 | 2,200,000 | 1,400,000 | |||||
Estimated amortization of intangible assets, 2015 | 64,700,000 | 64,700,000 | 64,700,000 | |||||
Estimated amortization of intangible assets, 2016 | 63,800,000 | 63,800,000 | 63,800,000 | |||||
Estimated amortization of intangible assets, 2017 | 62,500,000 | 62,500,000 | 62,500,000 | |||||
Estimated amortization of intangible assets, 2018 | 61,600,000 | 61,600,000 | 61,600,000 | |||||
Estimated amortization of intangible assets, 2019 | 59,100,000 | 59,100,000 | 59,100,000 | |||||
Estimated amortization of intangible assets, 2020 and thereafter | 724,200,000 | 724,200,000 | 724,200,000 | |||||
Ambulatory Services [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Goodwill | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 | |||||
Increase in goodwill | 131,200,000 | |||||||
Goodwill deductible for tax purposes | 51,700,000 | 70,200,000 | 51,700,000 | 51,700,000 | ||||
Physician Services [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Goodwill | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||
Goodwill deductible for tax purposes | 12,800,000 | 12,800,000 | 12,800,000 | |||||
Sheridan Healthcare [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Goodwill | 1,534,656,000 | [1] | 1,534,656,000 | [1] | 1,534,656,000 | [1] | ||
Deferred financing costs | 53,000,000 | 53,000,000 | 53,000,000 | |||||
Debt extinguishment costs | 4,500,000 | |||||||
Intangible assets | 1,200,028,000 | [1] | 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 | 1,000,000,000 | |||||
Weighted average period of amortization | 20 years | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Goodwill | 101,865,000 | 116,243,000 | 101,865,000 | 101,865,000 | ||||
Intangible assets | 14,207,000 | 0 | 14,207,000 | 14,207,000 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | Physician Services [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of business acquisitions | 2 | 2 | ||||||
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 | |||||||
Customer Relationships [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Amortization period | 20 years | |||||||
Deferred Financing Costs, Amortizable Non-Compete Agreements, and Customer Agreements [Member] | Minimum [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Amortization period | 5 years | |||||||
Deferred Financing Costs, Amortizable Non-Compete Agreements, and Customer Agreements [Member] | Maximum [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Amortization period | 10 years | |||||||
Capitalized software [Member] | Minimum [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Amortization period | 3 years | |||||||
Capitalized software [Member] | Maximum [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Amortization period | 8 years | |||||||
[1] | allocation of fair value of acquired assets and liabilities associated with these acquisitions at December 31, 2014. |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $1,758,970 | $1,652,002 |
Goodwill acquired, including post acquisition adjustments | 1,636,521 | 112,951 |
Goodwill disposed, including impact of deconsolidation transactions | -14,342 | -5,983 |
Balance, end of year | $3,381,149 | $1,758,970 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Summary Of Intangible Assets) (Details) (USD $) | Dec. 31, 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 | 1,085,129 | 40,298 |
Accumulated Amortization | -49,245 | -22,256 |
Net | 1,035,884 | 18,042 |
Total intangible assets, gross carrying amount | 1,323,124 | 50,123 |
Accumulated Amortization | -49,245 | -22,256 |
Total intangible assets, net | 1,273,879 | 27,867 |
Customer relationships with hospitals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 971,645 | 0 |
Accumulated Amortization | -22,145 | 0 |
Net | 949,500 | 0 |
Accumulated Amortization | -22,145 | 0 |
Deferred financing cost [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,574 | 15,814 |
Accumulated Amortization | -5,151 | -4,953 |
Net | 54,423 | 10,861 |
Accumulated Amortization | -5,151 | -4,953 |
Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,387 | 21,036 |
Accumulated Amortization | -19,197 | -14,831 |
Net | 31,190 | 6,205 |
Accumulated Amortization | -19,197 | -14,831 |
Agreements, contracts, and other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,523 | 3,448 |
Accumulated Amortization | -2,752 | -2,472 |
Net | 771 | 976 |
Accumulated Amortization | -2,752 | -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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ||
Refunds payable | $17,752 | $0 |
Accrued professional liabilities | 11,983 | 1,171 |
Contingent purchase price payable | 12,213 | 0 |
Other | 26,038 | 6,175 |
Total other accrued liabilities | $67,986 | $7,346 |
Accrued_Professional_Liabiliti2
Accrued Professional Liabilities - Components of Reserves (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Estimated losses under self-insured programs | $25,337 | |
Incurred but not reported losses | 28,448 | |
Total accrued professional liabilities | 53,785 | 1,171 |
Less estimated losses payable within one year | 11,983 | 1,171 |
Total | $41,802 | $0 |
Accrued_Professional_Liabiliti3
Accrued Professional Liabilities - Rollforward of Reserves (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Self Insurance Reserve [Roll Forward] | |
Beginning balance | $1,171 |
Assumed liabilities through acquisitions | 53,512 |
Provision related to current period reserves | 5,423 |
Payments for current period reserves | -1,595 |
Benefit related to changes in prior period reserves | -661 |
Payments for prior period reserves | -6,055 |
Other, net | 1,990 |
Ending balance | $53,785 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2014 | Jul. 15, 2014 | Nov. 20, 2012 | Nov. 07, 2012 | Nov. 06, 2012 | 28-May-10 | |
Payments required on Company's long-term debt and capital leases | ||||||||||
2015 | $18,800,000 | |||||||||
2016 | 15,900,000 | |||||||||
2017 | 13,700,000 | |||||||||
2018 | 11,400,000 | |||||||||
2019 | 10,200,000 | |||||||||
Thereafter | 2,181,000,000 | |||||||||
Term Loan and Credit Facility | ||||||||||
Debt extinguishment costs | -16,900,000 | -16,887,000 | 0 | 0 | ||||||
Loans Payable [Member] | ||||||||||
Other Debt | ||||||||||
Book value of certain assets of surgery centers pledged as collateral | 47,800,000 | |||||||||
Fixed Interest Rate [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, carrying value | 1,383,400,000 | |||||||||
Long-term debt, fair value | 1,418,600,000 | |||||||||
Variable Interest Rate [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, fair value | 867,600,000 | |||||||||
5.625% Senior Unsecured Notes due 2020 [Member] | Senior Notes [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, carrying value | 250,000,000 | 250,000,000 | ||||||||
Senior Unsecured Debt | ||||||||||
Face amount | 250,000,000 | |||||||||
Interest rate | 5.63% | |||||||||
Redeemable principal percentage | 35.00% | |||||||||
Senior Secured Debt | ||||||||||
Face amount | 250,000,000 | |||||||||
Interest rate | 5.63% | |||||||||
5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, carrying value | 1,100,000,000 | 0 | ||||||||
Senior Unsecured Debt | ||||||||||
Face amount | 1,100,000,000 | |||||||||
Interest rate | 5.63% | |||||||||
Redeemable principal percentage | 35.00% | |||||||||
Senior Secured Debt | ||||||||||
Face amount | 1,100,000,000 | |||||||||
Interest rate | 5.63% | |||||||||
8.04% Senior Secured Notes due 2020 [Member] | Senior Notes [Member] | ||||||||||
Payments required on Company's long-term debt and capital leases | ||||||||||
Long-term debt, carrying value | 0 | 69,643,000 | ||||||||
Senior Unsecured Debt | ||||||||||
Face amount | 75,000,000 | |||||||||
Interest rate | 8.04% | 6.04% | ||||||||
Senior Secured Debt | ||||||||||
Face amount | 75,000,000 | |||||||||
Interest rate | 8.04% | 6.04% | ||||||||
Early termination fee | 12,400,000 | |||||||||
Period Prior to November 30, 2015 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Redemption price as percent of the principal amount | 105.63% | |||||||||
Period Prior to July 15, 2017 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | ||||||||||
Senior Unsecured Debt | ||||||||||
Redemption price as percent of the principal amount | 105.63% | |||||||||
Senior Secured Credit Facility - Term Loan [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | 870,000,000 | |||||||||
Quarterly principal payment as a percent of face amount | 0.25% | |||||||||
Annual principal payment | 8,700,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Borrowing capacity of new revolving credit agreement | 300,000,000 | 475,000,000 | ||||||||
Unused commitment fee as a percent | 0.38% | |||||||||
Quarterly installments as a percent of initial principal amount of term loan | 0.25% | |||||||||
Debt extinguishment costs | 4,500,000 | |||||||||
Senior Secured Credit Facility [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Maximum increase in borrowing capacity | $300,000,000 | |||||||||
Base Rate [Member] | Senior Secured Credit Facility - Term Loan [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.00% | |||||||||
Base Rate [Member] | Senior Secured Credit Facility - Term Loan [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.75% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.00% | 1.00% | ||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 1.75% | 0.25% | ||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Floor rate | 0.75% | |||||||||
Current variable rate | 3.75% | |||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 3.00% | |||||||||
LIBOR [Member] | Senior Secured Credit Facility - Term Loan [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.75% | |||||||||
LIBOR [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 3.00% | 2.00% | ||||||||
LIBOR [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Term Loan and Credit Facility | ||||||||||
Basis spread | 2.75% | 1.25% |
LongTerm_Debt_Components_Of_Lo
Long-Term Debt (Components Of Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Other debt at an average rate of 3.4%, due through 2025 | $20,156 | $21,149 |
Capitalized lease arrangements at an average rate of 5.4%, due through 2031 | 15,206 | 10,850 |
Long-term debt and capitalized lease arrangements | 2,251,012 | 604,142 |
Less current portion | 18,826 | 20,844 |
Long-term debt | 2,232,186 | 583,298 |
Other debt, average rate | 3.40% | |
Capitalized lease arrangements, average rate | 5.40% | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 252,500 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 865,650 | 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]) | 12 Months Ended |
Dec. 31, 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% |
Other_Longterm_Liabilities_Det
Other Long-term Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Accrued professional liabilities | $41,802 | $0 |
Contingent purchase price payable | 8,470 | 0 |
Deferred rent | 16,814 | 14,637 |
Tax-effected unrecognized benefits | 8,353 | 6,888 |
Other | 14,004 | 3,978 |
Other long-term liabilities | $89,443 | $25,503 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
Decreases in interest and penalty obligations | $0.10 | $0.20 | $0.10 |
Interest obligations | 1.2 | 0.9 | |
Tax-effected unrecognized benefits | $0.40 |
Income_Taxes_Total_Income_Tax_
Income Taxes (Total Income Tax Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations | $48,103 | $48,654 | $40,893 |
Discontinued operations | -643 | 9 | 3,045 |
Shareholders’ equity | -3,177 | -7,381 | -1,581 |
Total | $44,283 | $41,282 | $42,357 |
Income_Taxes_Income_Tax_Expens
Income Taxes (Income Tax Expense from Cont. Ops) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $8,640 | $7,895 | $14,602 |
State | 4,396 | 3,598 | 4,806 |
Deferred: | |||
Federal | 27,505 | 31,509 | 18,018 |
State | 7,562 | 5,652 | 3,467 |
Income tax expense | $48,103 | $48,654 | $40,893 |
Income_Taxes_Income_Tax_Expens1
Income Taxes (Income Tax Expense Reconciliation to Federal Rate) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal income tax | $102,967 | $106,101 | $89,806 |
Less federal income tax assumed directly by noncontrolling interests | -66,783 | -64,219 | -56,378 |
State income taxes, net of federal income tax benefit | 6,616 | 5,539 | 7,020 |
Increase in valuation allowances | 4,662 | 924 | 419 |
Interest related to unrecognized tax benefits | -161 | -155 | -109 |
Other | 802 | 464 | 135 |
Income tax expense | $48,103 | $48,654 | $40,893 |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Liability Rec) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $6,330 | $9,235 | $7,252 |
Additions for tax positions of current year | 204 | 46 | 119 |
Increases for tax positions taken during a prior period | 1,069 | 0 | 1,985 |
Lapse of statute of limitations | -267 | -2,951 | -121 |
Balance at end of year | $7,336 | $6,330 | $9,235 |
Income_Taxes_Deferred_Assets_a
Income Taxes (Deferred Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Allowance for uncollectible accounts | $1,096 | $897 |
Accrued assets and other | 27,537 | 5,292 |
Valuation allowances | -3,736 | -2,021 |
Total current deferred tax assets | 24,897 | 4,168 |
Share-based compensation | 7,719 | 7,635 |
Interest on unrecognized tax benefits | 245 | 230 |
Accrued liabilities and other | 3,931 | 3,629 |
Medical malpractice | 16,240 | 0 |
Operating and capital loss carryforwards | 22,709 | 9,185 |
Valuation allowances | -13,721 | -7,665 |
Total non-current deferred tax assets | 37,123 | 13,014 |
Total deferred tax assets | 62,020 | 17,182 |
Deferred tax liabilities: | ||
Prepaid expenses | 2,435 | 1,071 |
Property and equipment, principally due to differences in depreciation | 15,235 | 4,137 |
Goodwill, intangible assets and other, principally due to differences in amortization | 655,368 | 184,897 |
Total deferred tax liabilities | 673,038 | 190,105 |
Net deferred tax liabilities | $611,018 | $172,923 |
Income_Taxes_Deferred_Tax_Liab
Income Taxes (Deferred Tax Liability Schedule) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net, Classification [Abstract] | ||
Current deferred income tax assets | $22,462 | $3,097 |
Non-current deferred income tax liabilities | 633,480 | 176,020 |
Net deferred tax liabilities | $611,018 | $172,923 |
Shareholders_Equity_Narrative_
Shareholder's Equity (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 02, 2014 | Aug. 29, 2014 | Jul. 16, 2014 | Aug. 09, 2013 | Apr. 24, 2012 | |
Common Stock: | ||||||||
Stock repurchased program authorized by the board of directors | $40,000,000 | $40,000,000 | ||||||
Amount remaining under stock repurchase plan | 27,100,000 | |||||||
Mandatory Convertible Preferred Stock | ||||||||
Preferred stock dividends | 4,503,000 | 0 | 0 | |||||
Stock Incentive Plans: | ||||||||
Restricted marketable securities | 3,000,000 | |||||||
Excess tax benefit from share-based compensation | 3,177,000 | 7,247,000 | 1,784,000 | |||||
Number of shares authorized for grant under share incentive plan | 1,200,000 | |||||||
Shares available for future grants/issuance under stock incentive plan | 1,132,862 | |||||||
Unrecognized compensation cost on non vested awards | 8,400,000 | |||||||
Weighted average period | 1 year 2 months 12 days | |||||||
Stock Repurchased Under Repurchase Program [Member] | ||||||||
Common Stock: | ||||||||
Repurchase of common stock, shares | 1,154,378 | |||||||
Repurchase of common stock | 42,700,000 | |||||||
Average price per share | $36.93 | |||||||
Stock Repurchased To Cover Employee Tax Withholdings [Member] | ||||||||
Common Stock: | ||||||||
Repurchase of common stock, shares | 100,720 | 102,252 | ||||||
Repurchase of common stock | 4,600,000 | 3,300,000 | ||||||
Stock Options [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Award vesting period | 4 years | |||||||
Options term | 10 years | |||||||
Outside Directors [Member] | Restricted Stock [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Award vesting period | 1 year | |||||||
Employees [Member] | Restricted Stock [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Award vesting period | 4 years | |||||||
Number of installments in restricted stock granted. | 3 | |||||||
Stock Options [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Number of anti-dilutive options | 0 | 0 | 20,000 | |||||
Common Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of stock (in shares) | 9,775,000 | |||||||
Issuance of stock, price per share | $45 | |||||||
Stock offering expenses | 18,500,000 | |||||||
Mandatory Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of stock (in shares) | 1,725,000 | |||||||
Issuance of stock, price per share | $100 | |||||||
Stock offering expenses | 5,900,000 | |||||||
Mandatory Convertible Preferred Stock | ||||||||
Dividend rate | 5.25% | |||||||
Initial liquidation preference (usd per share) | $100 | |||||||
Consecutive trading day | 20 days | |||||||
Dividends declared (usd per share) | $1.30 | |||||||
Preferred stock dividends | 2,200,000 | |||||||
Future preferred stock dividends (usd per share) | $1.31 | |||||||
Future preferred stock dividends | $2,300,000 | |||||||
Sheridan Healthcare [Member] | Common Stock [Member] | ||||||||
Common Stock: | ||||||||
Shares of common stock issued for acquisition | 5,713,909 | |||||||
Minimum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||
Mandatory Convertible Preferred Stock | ||||||||
Conversion rate (shares) | 1.8141 | |||||||
Maximum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||
Mandatory Convertible Preferred Stock | ||||||||
Conversion rate (shares) | 2.2222 |
Shareholders_Equity_ShareBased
Shareholders' Equity (Share-Based Activity) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | |||
Share-based compensation expense | $10,104 | $8,321 | $6,692 |
Fair value of shares vested | 15,126 | 11,742 | 6,425 |
Cash received from option exercises | 2,630 | 33,349 | 18,214 |
Tax benefit from option exercises | $3,177 | $7,247 | $1,784 |
Shareholders_Equity_Schedule_O
Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
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 | 828,686 | 732,412 |
Shares granted, Number of Shares | 272,780 | 291,863 | 281,429 |
Shares vested, Number of Shares | -336,160 | -360,337 | -183,019 |
Shares forfeited, Number of Shares | -12,380 | -16,343 | -2,136 |
Non-vested shares at end of period, Number of Shares | 668,109 | 743,869 | 828,686 |
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 (usd per share) | $26.54 | $22.50 | $21.91 |
Shares granted, Weighted Average Grant Price (usd per share) | $43.12 | $31.66 | $26.78 |
Shares vested, Weighted Average Grant Price (usd per share) | $25.69 | $21.55 | $25.98 |
Shares forfeited, Weighted Average Grant Price (usd per share) | $38.94 | $23.11 | $26.26 |
Non-vested shares at end of period, Weighted Average Grant Price (usd per share) | $33.51 | $26.54 | $22.50 |
Recovered_Sheet1
Shareholder's Equity (Schedule of Stock Option Activity (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding at beginning of period, Number of Shares | 270,464 | 1,662,830 | 2,510,054 | |
Options exercised, Number of Shares | -111,743 | -1,392,366 | -841,599 | |
Options terminated, Number of Shares | -5,625 | |||
Outstanding at end of period, Number of Shares | 158,721 | 270,464 | 1,662,830 | 2,510,054 |
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 (usd per share) | $23.16 | $23.82 | $23.09 | |
Options exercised, Weighted Average Exercise Price (usd per share) | $23.53 | $23.95 | $21.64 | |
Options terminated, Weighted Average Exercise Price (usd per share) | $21.85 | |||
Outstanding at end of period, Weighted Average Exercise Price (usd per share) | $22.89 | $23.16 | $23.82 | $23.09 |
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 256 days | 2 years 6 months 0 days | 2 years 329 days | 3 years 146 days |
Outstanding at end of period, Weighted Average Remaining Contractual Life (in years) | 1 year 256 days | 2 years 6 months 0 days | 2 years 329 days | 3 years 146 days |
Shareholders_Equity_Schedule_o1
Shareholder's Equity (Schedule of Stock Option Activity - Additional) (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | |||
Total intrinsic value with options exercised | $2.60 | $33.30 | $6.30 |
Aggregate intrinsic value of options outstanding | 3.6 | ||
Total intrinsic value of options vested or expected to vest | 4.9 | ||
Vested or expected to vest at end of period, Number of Shares | 158,721 | ||
Vested or expected to vest at end of period, weighted average exercise price (usd per share) | |||
Vested or expected to vest at end of period, Weighted Average Remaining Contractual Life (in years) | |||
Total Intrinsic value of options exercisable | $4.90 | ||
Exercisable at end of period, Number of Shares | 158,721 | ||
Exercisable at end of period, Weighted Average Exercise Price (usd per share) | |||
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 | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (Numerator) | $25,311 | ($10,697) | $18,771 | $17,392 | $18,931 | $16,636 | $18,093 | $17,349 | $50,777 | $71,009 | $60,037 |
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic), shares (Denominator) | 39,311,000 | 31,338,000 | 30,773,000 | ||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (basic) (usd per share) | $0.53 | ($0.23) | $0.59 | $0.55 | $0.60 | $0.53 | $0.58 | $0.56 | $1.29 | $2.27 | $1.95 |
Effect of dilutive securities options and non-vested shares, shares | 314,000 | 616,000 | 835,000 | ||||||||
Net earnings from continuing operations attributable to AmSurg Corp. (diluted), shares (Denominator) | 39,625,000 | 31,954,000 | 31,608,000 | ||||||||
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders (diluted) (usd per share) | $0.53 | ($0.23) | $0.58 | $0.54 | $0.59 | $0.52 | $0.57 | $0.54 | $1.28 | $2.22 | $1.90 |
Mandatory Convertible Preferred Stock [Member] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Number of anti-dilutive shares | 1,800,000 |
Leases_Narrative_Details
Leases (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Leases [Abstract] | |||
Lease Expiration Date | 31-Jan-36 | ||
Capital lease assets | $19.20 | ||
Capital lease assets, accumulated depreciation | 4.7 | ||
Operating leases, rental expense | $66.10 | $52.60 | $47.30 |
Leases_Future_Min_Schedule_Det
Leases (Future Min Schedule) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2015 | $2,613 | |
2016 | 2,146 | |
2017 | 1,901 | |
2018 | 1,594 | |
2019 | 1,388 | |
Thereafter | 11,361 | |
Total minimum rentals | 21,003 | |
Less amounts representing interest at rates ranging from 2.7% to 11.8% | 5,797 | |
Capital lease obligations | 15,206 | 10,850 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2015 | 53,007 | |
2016 | 51,687 | |
2017 | 50,260 | |
2018 | 47,978 | |
2019 | 46,880 | |
Thereafter | 356,337 | |
Total minimum rentals | $606,149 |
Leases_Future_Min_Schedule_Add
Leases (Future Min Schedule - Additional) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | |
Capital Lease Interest Rate Range [Line Items] | |
Capital lease interest rates | 2.70% |
Maximum [Member] | |
Capital Lease Interest Rate Range [Line Items] | |
Capital lease interest rates | 11.80% |
Related_Party_Transactions_Rel
Related Party Transactions (Related Party Payments) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Related Party Transactions [Abstract] | |||
Operating leases | $27,559 | $29,240 | $29,079 |
Salaries and benefits | 66,763 | 72,892 | 65,908 |
Billing fees | 9,899 | 11,591 | 11,126 |
Medical advisory services | $2,811 | $2,993 | $2,671 |
Employee_Benefit_Programs_Deta
Employee Benefit Programs (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Cash surrender value | $17,320,000 | $13,313,000 | |
AmSurg 401(k) Plan and Trust [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | 1,600,000 | 1,100,000 | 1,000,000 |
Requisite service period | 5 years | ||
401(k) as Part of Sheridan Acquisition [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Requisite service period | 4 years | ||
Plan expense | 5,600,000 | ||
Supplemental Executive And Director Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | 800,000 | 2,300,000 | 1,700,000 |
Maximum voluntary contribution as a percent of annual compensation | 50.00% | ||
Supplemental Executive And Director Retirement Savings Plan [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Cash surrender value | $17,320,000 | $13,313,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 0 Months Ended |
Dec. 27, 2012 | |
sqft | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease square footage | 110,000 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Jul. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
segment | segment | ||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Number of reportable segments | 2 | 1 | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net revenues | $581,811 | $502,350 | $278,227 | $259,561 | $279,095 | $262,240 | $262,497 | $253,364 | $1,621,949 | $1,057,196 | $899,245 | ||||||
Adjusted EBITDA | 304,482 | 187,972 | 154,527 | ||||||||||||||
Earnings from continuing operations attributable to noncontrolling interests | 190,809 | 183,484 | 155,661 | ||||||||||||||
Interest expense, net | -83,285 | -29,525 | -16,950 | ||||||||||||||
Depreciation and amortization | -60,344 | -32,400 | -29,255 | ||||||||||||||
Share-based compensation | -10,104 | -8,321 | -6,692 | ||||||||||||||
Transaction costs | -25,100 | -33,890 | -300 | -700 | |||||||||||||
Debt extinguishment costs | -16,900 | -16,887 | 0 | 0 | |||||||||||||
Gain on deconsolidation | 3,411 | 2,237 | 0 | ||||||||||||||
Earnings from continuing operations before income taxes | 101,535 | 39,141 | 80,487 | 73,029 | 80,363 | 72,615 | 77,100 | 73,069 | 294,192 | 303,147 | 256,591 | ||||||
Acquisition and Capital Expenditures | 110,065 | 102,450 | 306,252 | ||||||||||||||
Assets | 5,523,524 | 2,177,944 | 5,523,524 | 5,523,524 | 2,177,944 | ||||||||||||
Ambulatory Services [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net revenues | 1,109,935 | 1,057,196 | 899,245 | ||||||||||||||
Adjusted EBITDA | 197,377 | 187,972 | 154,527 | ||||||||||||||
Acquisition and Capital Expenditures | 81,156 | [1] | 102,450 | [1] | 306,252 | [1] | |||||||||||
Assets | 2,528,525 | 2,177,944 | 2,528,525 | 2,528,525 | 2,177,944 | ||||||||||||
Physician Services [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net revenues | 512,014 | [2] | 512,014 | 0 | 0 | ||||||||||||
Adjusted EBITDA | 107,105 | 0 | 0 | ||||||||||||||
Acquisition and Capital Expenditures | 28,909 | 0 | 0 | ||||||||||||||
Assets | $2,994,999 | $0 | $2,994,999 | $2,994,999 | $0 | ||||||||||||
[1] | Excludes the purchase price to acquire Sheridan. | ||||||||||||||||
[2] | Net revenue by payor is for the period July 16, 2014, the date of the acquisition of Sheridan, through December 31, 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 $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Assets | ||||
Cash and cash equivalents | $208,079 | $50,840 | $46,398 | $40,718 |
Restricted cash and marketable securities | 10,219 | 0 | ||
Accounts receivable, net | 233,053 | 105,072 | ||
Supplies inventory | 19,974 | 18,414 | ||
Prepaid and other current assets | 115,362 | 36,699 | ||
Total current assets | 586,687 | 211,025 | ||
Property and equipment, net | 180,448 | 163,690 | ||
Investments in and receivables from unconsolidated affiliates | 75,475 | 15,526 | ||
Goodwill | 3,381,149 | 1,758,970 | 1,652,002 | |
Intangible assets, net | 1,273,879 | 27,867 | ||
Other assets | 25,886 | 866 | ||
Total assets | 5,523,524 | 2,177,944 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 18,826 | 20,844 | ||
Accounts payable | 29,585 | 27,501 | ||
Accrued salaries and benefits | 140,044 | 32,294 | ||
Accrued interest | 29,644 | 1,885 | ||
Other accrued liabilities | 67,986 | 7,346 | ||
Total current liabilities | 286,085 | 89,870 | ||
Long-term debt | 2,232,186 | 583,298 | ||
Deferred income taxes | 633,480 | 176,020 | ||
Other long-term liabilities | 89,443 | 25,503 | ||
Intercompany payable | 0 | |||
Noncontrolling interests – redeemable | 184,099 | 177,697 | ||
Equity: | ||||
Total AmSurg Corp. equity | 1,679,547 | 764,197 | ||
Noncontrolling interests – non-redeemable | 418,684 | 361,359 | ||
Total equity | 2,098,231 | 1,125,556 | ||
Total liabilities and equity | 5,523,524 | 2,177,944 | ||
Consolidating Adjustments [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 | -4,818 | -4,362 | ||
Total current assets | -4,818 | -4,362 | ||
Property and equipment, net | 0 | 0 | ||
Investments in and receivables from unconsolidated affiliates | -5,425,210 | -2,922,178 | ||
Goodwill | 1,890,168 | 1,758,970 | ||
Intangible assets, net | 0 | 0 | ||
Other assets | -1,466 | 0 | ||
Total assets | -3,541,326 | -1,167,570 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | -4,080 | -3,958 | ||
Accrued salaries and benefits | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | -738 | -404 | ||
Total current liabilities | -4,818 | -4,362 | ||
Long-term debt | -28,412 | -31,377 | ||
Deferred income taxes | -1,466 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany payable | -1,227,989 | |||
Noncontrolling interests – redeemable | 120,555 | 113,993 | ||
Equity: | ||||
Total AmSurg Corp. equity | -2,774,257 | -1,568,267 | ||
Noncontrolling interests – non-redeemable | 375,061 | 322,443 | ||
Total equity | -2,399,196 | -1,245,824 | ||
Total liabilities and equity | -3,541,326 | -1,167,570 | ||
Parent Company [Member] | ||||
Assets | ||||
Cash and cash equivalents | 134,351 | 6,710 | 7,259 | 8,530 |
Restricted cash and marketable securities | 0 | |||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 33 | ||
Prepaid and other current assets | 47,997 | 27,090 | ||
Total current assets | 182,348 | 33,833 | ||
Property and equipment, net | 10,391 | 6,024 | ||
Investments in and receivables from unconsolidated affiliates | 3,912,804 | 1,484,108 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 67,678 | 24,489 | ||
Other assets | 3,323 | 866 | ||
Total assets | 4,176,544 | 1,549,320 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 8,700 | 10,714 | ||
Accounts payable | 1,849 | 1,972 | ||
Accrued salaries and benefits | 25,035 | 21,115 | ||
Accrued interest | 29,621 | 1,847 | ||
Other accrued liabilities | 8,051 | 4,457 | ||
Total current liabilities | 73,256 | 40,105 | ||
Long-term debt | 2,206,950 | 561,429 | ||
Deferred income taxes | 209,400 | 176,020 | ||
Other long-term liabilities | 7,391 | 7,569 | ||
Intercompany payable | 0 | |||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total AmSurg Corp. equity | 1,679,547 | 764,197 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 1,679,547 | 764,197 | ||
Total liabilities and equity | 4,176,544 | 1,549,320 | ||
Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 23,471 | 0 | 0 | 0 |
Restricted cash and marketable securities | 0 | |||
Accounts receivable, net | 123,772 | 0 | ||
Supplies inventory | 301 | 0 | ||
Prepaid and other current assets | 58,388 | 0 | ||
Total current assets | 205,932 | 0 | ||
Property and equipment, net | 9,972 | 0 | ||
Investments in and receivables from unconsolidated affiliates | 1,587,881 | 1,453,596 | ||
Goodwill | 1,490,981 | 0 | ||
Intangible assets, net | 1,203,218 | 0 | ||
Other assets | 943 | 0 | ||
Total assets | 4,498,927 | 1,453,596 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 35 | 0 | ||
Accrued salaries and benefits | 101,395 | 0 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 44,305 | 0 | ||
Total current liabilities | 145,735 | 0 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 425,546 | 0 | ||
Other long-term liabilities | 63,616 | 0 | ||
Intercompany payable | 1,219,979 | |||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total AmSurg Corp. equity | 2,644,051 | 1,453,596 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 2,644,051 | 1,453,596 | ||
Total liabilities and equity | 4,498,927 | 1,453,596 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 50,257 | 44,130 | 39,139 | 32,188 |
Restricted cash and marketable securities | 10,219 | |||
Accounts receivable, net | 109,281 | 105,072 | ||
Supplies inventory | 19,673 | 18,381 | ||
Prepaid and other current assets | 13,795 | 13,971 | ||
Total current assets | 203,225 | 181,554 | ||
Property and equipment, net | 160,085 | 157,666 | ||
Investments in and receivables from unconsolidated affiliates | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 2,983 | 3,378 | ||
Other assets | 23,086 | 0 | ||
Total assets | 389,379 | 342,598 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 10,126 | 10,130 | ||
Accounts payable | 31,781 | 29,487 | ||
Accrued salaries and benefits | 13,614 | 11,179 | ||
Accrued interest | 23 | 38 | ||
Other accrued liabilities | 16,368 | 3,293 | ||
Total current liabilities | 71,912 | 54,127 | ||
Long-term debt | 53,648 | 53,246 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 18,436 | 17,934 | ||
Intercompany payable | 8,010 | |||
Noncontrolling interests – redeemable | 63,544 | 63,704 | ||
Equity: | ||||
Total AmSurg Corp. equity | 130,206 | 114,671 | ||
Noncontrolling interests – non-redeemable | 43,623 | 38,916 | ||
Total equity | 173,829 | 153,587 | ||
Total liabilities and equity | $389,379 | $342,598 |
Financial_Information_for_the_3
Financial Information for the Company and Its Subsidiaries (Income Statements) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenues | $581,811 | $502,350 | $278,227 | $259,561 | $279,095 | $262,240 | $262,497 | $253,364 | $1,621,949 | $1,057,196 | $899,245 |
Operating expenses: | |||||||||||
Salaries and benefits | 694,576 | 327,585 | 284,528 | ||||||||
Supply cost | 164,296 | 153,126 | 126,919 | ||||||||
Other operating expenses | 284,928 | 216,501 | 185,866 | ||||||||
Transaction costs | 25,100 | 33,890 | 300 | 700 | |||||||
Depreciation and amortization | 60,344 | 32,400 | 29,255 | ||||||||
Total operating expenses | 1,238,034 | 729,912 | 627,268 | ||||||||
Gain on deconsolidation | 3,411 | 2,237 | 0 | ||||||||
Equity in earnings of unconsolidated affiliates | 7,038 | 3,151 | 1,564 | ||||||||
Operating income | 394,364 | 332,672 | 273,541 | ||||||||
Interest expense, net | 83,285 | 29,525 | 16,950 | ||||||||
Debt extinguishment costs | 16,900 | 16,887 | 0 | 0 | |||||||
Earnings from continuing operations before income taxes | 101,535 | 39,141 | 80,487 | 73,029 | 80,363 | 72,615 | 77,100 | 73,069 | 294,192 | 303,147 | 256,591 |
Income tax expense | 48,103 | 48,654 | 40,893 | ||||||||
Net earnings from continuing operations | 79,234 | 39,119 | 67,689 | 60,047 | 67,348 | 61,470 | 64,607 | 61,068 | 246,089 | 254,493 | 215,698 |
Net earnings (loss) from discontinued operations | -150 | -1,697 | 483 | 68 | 3,820 | 797 | 1,229 | 1,205 | -1,296 | 7,051 | 7,945 |
Net earnings | 79,084 | 37,422 | 68,172 | 60,115 | 71,168 | 62,267 | 65,836 | 62,273 | 244,793 | 261,544 | 223,643 |
Less net earnings attributable to noncontrolling interests | 191,092 | 188,841 | 161,080 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | 72,703 | 62,563 | ||||||||
Preferred stock dividends | -4,503 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 25,115 | -12,073 | 18,961 | 17,195 | 19,558 | 16,771 | 18,563 | 17,811 | 49,198 | 72,703 | 62,563 |
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||
Earnings from continuing operations, net of income tax | 25,311 | -10,697 | 18,771 | 17,392 | 18,931 | 16,636 | 18,093 | 17,349 | 50,777 | 71,009 | 60,037 |
Earnings (loss) from discontinued operations, net of income tax | -196 | -1,376 | 190 | -197 | 627 | 135 | 470 | 462 | -1,579 | 1,694 | 2,526 |
Net earnings attributable to AmSurg Corp. common shareholders | 25,115 | -12,073 | 18,961 | 17,195 | 19,558 | 16,771 | 18,563 | 17,811 | 49,198 | 72,703 | 62,563 |
Consolidating Adjustments [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenues | -24,336 | -17,518 | -14,901 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | -5,786 | -467 | -450 | ||||||||
Supply cost | 0 | 0 | 0 | ||||||||
Other operating expenses | -18,550 | -17,051 | -14,451 | ||||||||
Transaction costs | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating expenses | -24,336 | -17,518 | -14,901 | ||||||||
Gain on deconsolidation | -3,411 | -2,237 | |||||||||
Equity in earnings of unconsolidated affiliates | -439,097 | -406,773 | -354,710 | ||||||||
Operating income | -442,508 | -409,010 | -354,710 | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Earnings from continuing operations before income taxes | -442,508 | -409,010 | -354,710 | ||||||||
Income tax expense | 0 | 0 | 0 | ||||||||
Net earnings from continuing operations | -442,508 | -409,010 | -354,710 | ||||||||
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | ||||||||
Net earnings | -442,508 | -409,010 | -354,710 | ||||||||
Less net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | -442,508 | ||||||||||
Preferred stock dividends | 0 | ||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | -442,508 | -409,010 | -354,710 | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||
Earnings from continuing operations, net of income tax | -442,508 | -409,010 | -354,710 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 0 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. common shareholders | -442,508 | -409,010 | -354,710 | ||||||||
Parent Company [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenues | 24,773 | 24,167 | 19,907 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 65,697 | 61,038 | 54,895 | ||||||||
Supply cost | 0 | 0 | 0 | ||||||||
Other operating expenses | 18,667 | 22,360 | 19,799 | ||||||||
Transaction costs | 29,004 | 300 | 700 | ||||||||
Depreciation and amortization | 4,044 | 3,186 | 2,860 | ||||||||
Total operating expenses | 117,412 | 86,884 | 78,254 | ||||||||
Gain on deconsolidation | 3,411 | 2,237 | |||||||||
Equity in earnings of unconsolidated affiliates | 234,246 | 204,962 | 178,137 | ||||||||
Operating income | 145,018 | 144,482 | 119,790 | ||||||||
Interest expense, net | 47,997 | 27,282 | 14,803 | ||||||||
Debt extinguishment costs | 16,887 | ||||||||||
Earnings from continuing operations before income taxes | 80,134 | 117,200 | 104,987 | ||||||||
Income tax expense | 29,166 | 47,139 | 39,339 | ||||||||
Net earnings from continuing operations | 50,968 | 70,061 | 65,648 | ||||||||
Net earnings (loss) from discontinued operations | 2,733 | 2,642 | -3,085 | ||||||||
Net earnings | 53,701 | 72,703 | 62,563 | ||||||||
Less net earnings attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | 53,701 | ||||||||||
Preferred stock dividends | -4,503 | ||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 49,198 | 72,703 | 62,563 | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||
Earnings from continuing operations, net of income tax | 46,465 | 70,061 | 65,648 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 2,733 | 2,642 | -3,085 | ||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 49,198 | 72,703 | 62,563 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenues | 508,572 | 0 | 0 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 350,615 | 0 | 0 | ||||||||
Supply cost | 1,292 | 0 | 0 | ||||||||
Other operating expenses | 53,413 | 0 | 0 | ||||||||
Transaction costs | 4,886 | 0 | 0 | ||||||||
Depreciation and amortization | 25,610 | 0 | 0 | ||||||||
Total operating expenses | 435,816 | 0 | 0 | ||||||||
Gain on deconsolidation | 3,411 | 2,237 | |||||||||
Equity in earnings of unconsolidated affiliates | 211,889 | 204,962 | 178,137 | ||||||||
Operating income | 288,056 | 207,199 | 178,137 | ||||||||
Interest expense, net | 33,026 | 0 | 0 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Earnings from continuing operations before income taxes | 255,030 | 207,199 | 178,137 | ||||||||
Income tax expense | 17,373 | 0 | 0 | ||||||||
Net earnings from continuing operations | 237,657 | 207,199 | 178,137 | ||||||||
Net earnings (loss) from discontinued operations | 0 | 0 | 0 | ||||||||
Net earnings | 237,657 | 207,199 | 178,137 | ||||||||
Less net earnings attributable to noncontrolling interests | 21 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | 237,636 | ||||||||||
Preferred stock dividends | 0 | ||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 237,636 | 207,199 | 178,137 | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||
Earnings from continuing operations, net of income tax | 237,636 | 207,199 | 178,137 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | 0 | 0 | 0 | ||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 237,636 | 207,199 | 178,137 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net revenues | 1,112,940 | 1,050,547 | 894,239 | ||||||||
Operating expenses: | |||||||||||
Salaries and benefits | 284,050 | 267,014 | 230,083 | ||||||||
Supply cost | 163,004 | 153,126 | 126,919 | ||||||||
Other operating expenses | 231,398 | 211,192 | 180,518 | ||||||||
Transaction costs | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 30,690 | 29,214 | 26,395 | ||||||||
Total operating expenses | 709,142 | 660,546 | 563,915 | ||||||||
Gain on deconsolidation | 0 | 0 | |||||||||
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 | ||||||||
Operating income | 403,798 | 390,001 | 330,324 | ||||||||
Interest expense, net | 2,262 | 2,243 | 2,147 | ||||||||
Debt extinguishment costs | 0 | ||||||||||
Earnings from continuing operations before income taxes | 401,536 | 387,758 | 328,177 | ||||||||
Income tax expense | 1,564 | 1,515 | 1,554 | ||||||||
Net earnings from continuing operations | 399,972 | 386,243 | 326,623 | ||||||||
Net earnings (loss) from discontinued operations | -4,029 | 4,409 | 11,030 | ||||||||
Net earnings | 395,943 | 390,652 | 337,653 | ||||||||
Less net earnings attributable to noncontrolling interests | 191,071 | 188,841 | 161,080 | ||||||||
Net earnings attributable to AmSurg Corp. shareholders | 204,872 | ||||||||||
Preferred stock dividends | 0 | ||||||||||
Net earnings attributable to AmSurg Corp. common shareholders | 204,872 | 201,811 | 176,573 | ||||||||
Amounts attributable to AmSurg Corp. common shareholders: | |||||||||||
Earnings from continuing operations, net of income tax | 209,184 | 202,759 | 170,962 | ||||||||
Earnings (loss) from discontinued operations, net of income tax | -4,312 | -948 | 5,611 | ||||||||
Net earnings attributable to AmSurg Corp. common shareholders | $204,872 | $201,811 | $176,573 |
Financial_Information_for_the_4
Financial Information for the Company and Its Subsidiaries (Cash Flow Statements) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | $412,371 | $332,824 | $295,652 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | -2,184,058 | -73,594 | -277,388 |
Acquisition of property and equipment | -40,217 | -28,856 | -28,864 |
Proceeds from sale of interests in surgery centers | 7,069 | 3,553 | 7,309 |
Purchases of marketable securities | -6,474 | 0 | 0 |
Maturities of marketable securities | 3,486 | 0 | 0 |
Other | -4,941 | 159 | 0 |
Net cash flows used in investing activities | -2,225,135 | -98,738 | -298,943 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 2,048,958 | 162,204 | 565,566 |
Repayment on long-term borrowings | -408,475 | -202,083 | -394,164 |
Distributions to owners, including noncontrolling interests | -190,097 | -184,149 | -162,941 |
Capital contributions | 0 | 0 | |
Proceeds from preferred stock offering | 172,500 | 0 | 0 |
Cash dividends for preferred shares | -4,503 | 0 | 0 |
Proceeds from common stock offering | 439,875 | 0 | 0 |
Payments of equity issuance costs | -24,494 | 0 | 0 |
Financing costs incurred | -65,811 | -1,322 | -7,982 |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Other financing activities, net | 2,050 | -5,616 | 510 |
Net cash flows provided by (used in) financing activities | 1,970,003 | -229,644 | 8,971 |
Net increase in cash and cash equivalents | 157,239 | 4,442 | 5,680 |
Cash and cash equivalents, beginning of year | 50,840 | 46,398 | 40,718 |
Cash and cash equivalents, end of year | 208,079 | 50,840 | 46,398 |
Consolidating Adjustments [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | -413,605 | -347,648 | -182,851 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | 2,126,737 | 694 | 92,830 |
Acquisition of property and equipment | 0 | 0 | 0 |
Proceeds from sale of interests in surgery centers | 0 | 0 | 0 |
Purchases of marketable securities | 0 | ||
Maturities of marketable securities | 0 | ||
Other | 0 | 0 | |
Net cash flows used in investing activities | 2,126,737 | 694 | 92,830 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 0 | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 | 0 |
Distributions to owners, including noncontrolling interests | 413,605 | 347,648 | 182,851 |
Capital contributions | -2,124,124 | -90,029 | |
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 costs incurred | 0 | ||
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Other financing activities, net | -2,613 | -694 | -2,801 |
Net cash flows provided by (used in) financing activities | -1,713,132 | 346,954 | 90,021 |
Net increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of year | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 0 | 0 | 0 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 96,681 | 45,127 | -83,605 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | -2,124,124 | 0 | -90,029 |
Acquisition of property and equipment | -7,877 | -3,693 | -3,681 |
Proceeds from sale of interests in surgery centers | 0 | 0 | 0 |
Purchases of marketable securities | 0 | ||
Maturities of marketable securities | 0 | ||
Other | -3,068 | 0 | |
Net cash flows used in investing activities | -2,135,069 | -3,693 | -93,710 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 2,040,000 | 152,700 | 560,000 |
Repayment on long-term borrowings | -396,493 | -188,081 | -381,220 |
Distributions to owners, including noncontrolling interests | 0 | 0 | 0 |
Capital contributions | 0 | 0 | |
Proceeds from preferred stock offering | 172,500 | ||
Cash dividends for preferred shares | -4,503 | ||
Proceeds from common stock offering | 439,875 | ||
Payments of equity issuance costs | -24,494 | ||
Financing costs incurred | -65,811 | ||
Changes in intercompany balances with affiliates, net | 2,965 | 88 | -2,666 |
Other financing activities, net | 1,990 | -6,690 | -70 |
Net cash flows provided by (used in) financing activities | 2,166,029 | -41,983 | 176,044 |
Net increase in cash and cash equivalents | 127,641 | -549 | -1,271 |
Cash and cash equivalents, beginning of year | 6,710 | 7,259 | 8,530 |
Cash and cash equivalents, end of year | 134,351 | 6,710 | 7,259 |
Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 298,415 | 208,773 | 182,851 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | -2,188,191 | -74,288 | -280,189 |
Acquisition of property and equipment | -9,933 | 0 | 0 |
Proceeds from sale of interests in surgery centers | 7,069 | 3,553 | 7,309 |
Purchases of marketable securities | 0 | ||
Maturities of marketable securities | 0 | ||
Other | -6,594 | 159 | |
Net cash flows used in investing activities | -2,197,649 | -70,576 | -272,880 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 0 | 0 | 0 |
Repayment on long-term borrowings | 0 | 0 | 0 |
Distributions to owners, including noncontrolling interests | -202,247 | -138,875 | 0 |
Capital contributions | 2,124,124 | 90,029 | |
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 costs incurred | 0 | ||
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Other financing activities, net | 828 | 678 | 0 |
Net cash flows provided by (used in) financing activities | 1,922,705 | -138,197 | 90,029 |
Net increase in cash and cash equivalents | 23,471 | 0 | 0 |
Cash and cash equivalents, beginning of year | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 23,471 | 0 | 0 |
Non-Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities: | |||
Net cash flows provided by operating activities | 430,880 | 426,572 | 379,257 |
Cash flows from investing activities: | |||
Acquisitions and related transactions | 1,520 | 0 | 0 |
Acquisition of property and equipment | -22,407 | -25,163 | -25,183 |
Proceeds from sale of interests in surgery centers | 0 | 0 | 0 |
Purchases of marketable securities | -6,474 | ||
Maturities of marketable securities | 3,486 | ||
Other | 4,721 | 0 | |
Net cash flows used in investing activities | -19,154 | -25,163 | -25,183 |
Cash flows from financing activities: | |||
Proceeds from long-term borrowings | 8,958 | 9,504 | 5,566 |
Repayment on long-term borrowings | -11,982 | -14,002 | -12,944 |
Distributions to owners, including noncontrolling interests | -401,455 | -392,922 | -345,792 |
Capital contributions | 0 | 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 costs incurred | 0 | ||
Changes in intercompany balances with affiliates, net | -2,965 | -88 | 2,666 |
Other financing activities, net | 1,845 | 1,090 | 3,381 |
Net cash flows provided by (used in) financing activities | -405,599 | -396,418 | -347,123 |
Net increase in cash and cash equivalents | 6,127 | 4,991 | 6,951 |
Cash and cash equivalents, beginning of year | 44,130 | 39,139 | 32,188 |
Cash and cash equivalents, end of year | $50,257 | $44,130 | $39,139 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 2 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 16, 2015 | Feb. 27, 2015 | 1-May-17 | Sep. 01, 2016 |
sqft | center | sqft | sqft | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Operating lease, square feet | 222,000 | |||
Expected rental expense, per year | $2.70 | |||
Surgery Center [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Consideration transferred | 42 | |||
Number of business acquisitions | 1 | |||
Physician Practices [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Consideration transferred | $35 | |||
Number of business acquisitions | 2 | |||
Scenario, Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Operating lease, square feet | 55,000 | 167,000 |
Quarterly_Statement_of_Earning2
Quarterly Statement of Earnings Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $581,811 | $502,350 | $278,227 | $259,561 | $279,095 | $262,240 | $262,497 | $253,364 | $1,621,949 | $1,057,196 | $899,245 |
Earnings from continuing operations before income taxes | 101,535 | 39,141 | 80,487 | 73,029 | 80,363 | 72,615 | 77,100 | 73,069 | 294,192 | 303,147 | 256,591 |
Net earnings from continuing operations | 79,234 | 39,119 | 67,689 | 60,047 | 67,348 | 61,470 | 64,607 | 61,068 | 246,089 | 254,493 | 215,698 |
Net earnings (loss) from discontinued operations | -150 | -1,697 | 483 | 68 | 3,820 | 797 | 1,229 | 1,205 | -1,296 | 7,051 | 7,945 |
Net earnings | 79,084 | 37,422 | 68,172 | 60,115 | 71,168 | 62,267 | 65,836 | 62,273 | 244,793 | 261,544 | 223,643 |
Net earnings (loss) attributable to AmSurg Corp. common shareholders: | |||||||||||
Continuing | 25,311 | -10,697 | 18,771 | 17,392 | 18,931 | 16,636 | 18,093 | 17,349 | 50,777 | 71,009 | 60,037 |
Discontinued | -196 | -1,376 | 190 | -197 | 627 | 135 | 470 | 462 | -1,579 | 1,694 | 2,526 |
Net earnings attributable to AmSurg Corp. common shareholders | 25,115 | -12,073 | 18,961 | 17,195 | 19,558 | 16,771 | 18,563 | 17,811 | 49,198 | 72,703 | 62,563 |
Basic net earnings (loss) from continuing operations per share | $0.53 | ($0.23) | $0.59 | $0.55 | $0.60 | $0.53 | $0.58 | $0.56 | $1.29 | $2.27 | $1.95 |
Basic net earnings (loss) per share | $0.53 | ($0.26) | $0.60 | $0.54 | $0.62 | $0.53 | $0.59 | $0.57 | $1.25 | $2.32 | $2.03 |
Diluted net earnings (loss) from continuing operations per share | $0.53 | ($0.23) | $0.58 | $0.54 | $0.59 | $0.52 | $0.57 | $0.54 | $1.28 | $2.22 | $1.90 |
Diluted net earnings (loss) per share | $0.53 | ($0.26) | $0.59 | $0.54 | $0.61 | $0.52 | $0.58 | $0.56 | $1.24 | $2.28 | $1.98 |
Debt extinguishment costs | -16,900 | -16,887 | 0 | 0 | |||||||
Transaction costs | $25,100 | $33,890 | $300 | $700 |
Schedule_II_Valuation_and_Qual1
Schedule II – Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance, Beginning Balance | $27,862 | $22,379 | $18,844 |
Charged to Cost and Expenses | 139,274 | 21,983 | 20,340 |
Charge-off Against Allowances | -53,779 | -16,500 | -16,805 |
Valuation Allowances and Reserves, Balance, Ending Balance | $113,357 | $27,862 | $22,379 |