Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | AMSURG CORP | |
Entity Central Index Key | 895,930 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,810,106 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 74,105 | $ 106,660 |
Restricted cash and marketable securities | 12,794 | 13,506 |
Accounts receivable, net of allowance of $208,780 and $167,411, respectively | 375,352 | 337,330 |
Supplies inventory | 21,980 | 21,406 |
Prepaid and other current assets | 74,565 | 75,771 |
Total current assets | 558,796 | 554,673 |
Property and equipment, net | 204,922 | 189,168 |
Investments in unconsolidated affiliates | 179,056 | 169,170 |
Goodwill | 4,175,008 | 3,970,210 |
Intangible assets, net | 1,679,275 | 1,594,637 |
Other assets | 46,263 | 21,450 |
Total assets | 6,843,320 | 6,499,308 |
Liabilities and Equity | ||
Current portion of long-term debt | 20,772 | 20,377 |
Accounts payable | 30,721 | 32,561 |
Accrued salaries and benefits | 186,908 | 202,537 |
Accrued interest | 30,400 | 30,480 |
Other accrued liabilities | 92,571 | 119,237 |
Total current liabilities | 361,372 | 405,192 |
Long-term debt | 2,581,043 | 2,357,956 |
Deferred income taxes | 743,447 | 699,498 |
Other long-term liabilities | 119,478 | 96,183 |
Commitments and contingencies | ||
Noncontrolling interests – redeemable | 177,845 | 175,732 |
Equity: | ||
Preferred stock, no par value, 5,000 shares authorized, 1,725 shares issued and outstanding | 166,632 | 166,632 |
Common stock, no par value, 120,000 shares authorized, 54,816 and 54,294 shares issued and outstanding, respectively | 1,356,829 | 1,345,418 |
Retained earnings | 853,817 | 781,413 |
Total AmSurg Corp. equity | 2,377,278 | 2,293,463 |
Noncontrolling interests – non-redeemable | 482,857 | 471,284 |
Total equity | 2,860,135 | 2,764,747 |
Total liabilities and equity | $ 6,843,320 | $ 6,499,308 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 208,780 | $ 167,411 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,725,000 | 1,725,000 |
Preferred stock, shares outstanding | 1,725,000 | 1,725,000 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 54,816,000 | 54,294,000 |
Common stock, shares outstanding | 54,816,000 | 54,294,000 |
Consolidated Statements Of Earn
Consolidated Statements Of Earnings - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 859,832 | $ 707,733 | $ 1,678,118 | $ 1,345,930 |
Provision for uncollectibles | (207,046) | (144,514) | ||
Net revenue | 758,499 | 641,950 | 1,483,177 | 1,212,395 |
Operating expenses: | ||||
Salaries and benefits | 404,011 | 320,396 | 813,850 | 622,575 |
Supply cost | 49,703 | 45,790 | 96,666 | 88,374 |
Other operating expenses | 111,145 | 105,002 | 218,827 | 195,572 |
Transaction costs | 5,135 | 1,982 | 6,525 | 3,453 |
Depreciation and amortization | 30,054 | 23,612 | 59,126 | 46,430 |
Total operating expenses | 600,048 | 496,782 | 1,194,994 | 956,404 |
Net gain (loss) on disposals and deconsolidations | 2,595 | (3,035) | 2,595 | (3,258) |
Equity in earnings of unconsolidated affiliates | 7,351 | 3,989 | 13,930 | 6,640 |
Operating income | 168,397 | 146,122 | 304,708 | 259,373 |
Interest expense, net | 31,913 | 30,182 | 62,723 | 60,429 |
Earnings before income taxes | 136,484 | 115,940 | 241,985 | 198,944 |
Income tax expense | 33,365 | 25,193 | 54,162 | 39,442 |
Net earnings | 103,119 | 90,747 | 187,823 | 159,502 |
Less net earnings attributable to noncontrolling interests | 57,050 | 57,072 | 110,891 | 104,789 |
Net earnings attributable to AmSurg Corp. shareholders | 46,069 | 33,675 | 76,932 | 54,713 |
Preferred stock dividends | (2,264) | (2,264) | (4,528) | (4,528) |
Net earnings attributable to AmSurg Corp. common shareholders | $ 43,805 | $ 31,411 | $ 72,404 | $ 50,185 |
Net earnings per share attributable to common shareholders: | ||||
Earnings Per Share, Basic | $ 0.82 | $ 0.66 | $ 1.35 | $ 1.05 |
Earnings Per Share, Diluted | $ 0.80 | $ 0.65 | $ 1.34 | $ 1.05 |
Weighted average number of shares and share equivalents outstanding: | ||||
Basic (in shares) | 53,739 | 47,678 | 53,702 | 47,625 |
Diluted (in shares) | 57,327 | 48,099 | 57,229 | 48,002 |
Physician Services [Member] | ||||
Provision for uncollectibles | $ (101,333) | $ (65,783) | $ (194,941) | $ (133,535) |
Net revenue | $ 438,752 | $ 330,959 | $ 856,296 | $ 617,494 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Equity - USD ($) $ in Thousands | 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] |
Balance at Dec. 31, 2014 | $ 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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | $ 159,502 | 54,713 | 33,117 | 87,830 | 71,672 | ||
Issuance of restricted common stock (in shares) | 314,000 | ||||||
Cancellation of restricted common stock (in shares) | (7,000) | ||||||
Stock options exercised | $ 2,080 | 2,080 | |||||
Stock options exercised (in shares) | 90,000 | ||||||
Stock repurchased | $ (3,700) | $ (3,684) | (3,684) | ||||
Stock repurchased (in shares) | (67,000) | (67,000) | |||||
Share-based compensation | $ 7,592 | 7,592 | |||||
Tax benefit related to exercise of share-based awards | 3,533 | 3,533 | |||||
Dividends paid on preferred stock | (4,528) | (4,528) | |||||
Acquisitions and other transactions impacting noncontrolling interests | 599 | 59,888 | 60,487 | (408) | |||
Distributions to noncontrolling interests, net of capital contributions | (30,989) | (30,989) | (69,819) | ||||
Disposals and other transactions impacting noncontrolling interests | (2,194) | 2,229 | 35 | (367) | |||
Balance at Jun. 30, 2015 | $ 893,319 | $ 166,632 | 677,707 | 482,929 | 2,220,587 | 185,177 | |
Balance (in shares) at Jun. 30, 2015 | 48,443,000 | 1,725,000 | |||||
Balance at Dec. 31, 2015 | $ 2,764,747 | $ 1,345,418 | $ 166,632 | 781,413 | 471,284 | 2,764,747 | 175,732 |
Balance (in shares) at Dec. 31, 2015 | 54,294,000 | 1,725,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | $ 187,823 | 76,932 | 36,046 | 112,978 | 74,845 | ||
Issuance of restricted common stock (in shares) | 587,000 | ||||||
Cancellation of restricted common stock (in shares) | (7,000) | ||||||
Stock options exercised | $ 450 | 450 | |||||
Stock options exercised (in shares) | 19,718 | 20,000 | |||||
Stock repurchased | $ (5,700) | $ (5,688) | (5,688) | ||||
Stock repurchased (in shares) | (77,780) | (78,000) | |||||
Share-based compensation | $ 15,068 | 15,068 | |||||
Tax benefit related to exercise of share-based awards | 3,734 | 3,734 | |||||
Dividends paid on preferred stock | (4,528) | (4,528) | |||||
Acquisitions and other transactions impacting noncontrolling interests | 780 | 13,584 | 14,364 | 4,013 | |||
Distributions to noncontrolling interests, net of capital contributions | (38,149) | (38,149) | (77,158) | ||||
Disposals and other transactions impacting noncontrolling interests | (2,933) | 92 | (2,841) | 413 | |||
Balance at Jun. 30, 2016 | $ 2,860,135 | $ 1,356,829 | $ 166,632 | $ 853,817 | $ 482,857 | $ 2,860,135 | $ 177,845 |
Balance (in shares) at Jun. 30, 2016 | 54,816,000 | 1,725,000 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net earnings | $ 187,823 | $ 159,502 |
Adjustments to reconcile net earnings to net cash flows provided by operating activities: | ||
Depreciation and amortization | 59,126 | 46,430 |
Amortization of deferred loan costs | 4,279 | 4,155 |
Provision for uncollectibles | 207,046 | 144,514 |
Net (gain) loss on disposals and deconsolidations | (2,595) | 3,258 |
Share-based compensation | 15,068 | 7,592 |
Excess tax benefit from share-based compensation | (3,734) | (3,533) |
Deferred income taxes | 20,987 | 2,699 |
Equity in earnings of unconsolidated affiliates | (13,930) | (6,640) |
Net change in fair value of contingent consideration | (2,598) | 6,410 |
Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions: | ||
Accounts receivable | (228,374) | (157,056) |
Supplies inventory | (412) | (110) |
Prepaid and other current assets | (23,744) | 30,327 |
Accounts payable | (3,347) | (696) |
Accrued expenses and other liabilities | (28,204) | 12,648 |
Other, net | 7,714 | 1,895 |
Net cash flows provided by operating activities | 195,105 | 251,395 |
Cash flows from investing activities: | ||
Acquisitions and related expenses | (281,113) | (196,032) |
Acquisition of property and equipment | (37,618) | (32,665) |
Proceeds from sale of interests in surgery centers | 25 | 0 |
Purchases of marketable securities | (498) | (1,245) |
Maturities of marketable securities | 2,738 | 2,988 |
Other | (8,749) | (1,987) |
Net cash flows used in investing activities | (325,215) | (228,941) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 317,151 | 7,795 |
Repayment on long-term borrowings and revolving credit facility | (98,763) | (10,288) |
Distributions to noncontrolling interests | (115,589) | (101,033) |
Proceeds from issuance of common stock upon exercise of stock options | 450 | 2,080 |
Repurchase of common stock | (5,688) | (3,684) |
Other | (6) | 886 |
Net cash flows provided by (used in) financing activities | 97,555 | (104,244) |
Net decrease in cash and cash equivalents | (32,555) | (81,790) |
Cash and cash equivalents, beginning of period | 106,660 | 208,079 |
Cash and cash equivalents, end of period | 74,105 | 126,289 |
Supplemental cash flow information: | ||
Interest payments | 58,788 | 56,252 |
Income tax paid, net of refunds | $ 45,726 | $ 7,772 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the unaudited interim consolidated financial statements contained in this report reflect all normal recurring adjustments, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in AmSurg Corp.'s (Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2015 . Ambulatory Services The Company, through its wholly-owned subsidiaries, owns interests, primarily 51%, in limited liability companies (LLCs) and limited partnerships (LPs) which own and operate ambulatory surgery centers (ASCs, surgery centers or centers). All LLCs and LPs are referred to herein as “partnerships” and “partners,” respectively. The Company has variable interests in the partnerships through its equity ownership interests. Each partnership is considered a variable interest entity (VIE) due to its structure as a limited partnership or functional equivalent under Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2015-02 “Consolidations (Topic 810) - Amendments to the Consolidation Analysis,” which was adopted effective January 1, 2016. For those partnerships in which the Company’s ownership interest is 51% or greater, the Company is considered the primary beneficiary. The Company is the primary beneficiary due to 1) ownership interest, operating agreements allowing the Company to govern the day-to-day activities, and the Company’s position as the managing member or general partner and 2) the Company's obligation to absorb losses or the right to receive returns proportionate to its equity interest in the partnerships. For the 24 partnerships in which the Company’s ownership interest is less than 51%, the Company is not deemed the primary beneficiary and therefore those partnerships are not consolidated with the exception of 2 partnerships which are consolidated because the Company holds substantive participation rights and has the obligation to absorb losses or right to receive returns proportionate to its equity interest in the partnerships. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and the consolidated partnerships. 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. 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 earnings attributable to the Company and to the noncontrolling interests are identified and presented on the consolidated statements of earnings; changes in ownership interests are accounted for as equity transactions when there is no change in control; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its income 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 The Company, through its wholly-owned subsidiary Sheridan Healthcare, is a national provider of multi-specialty physician and administrative services to hospitals, ambulatory surgery centers and other healthcare facilities. The Company focuses on delivering comprehensive physician services, primarily in the areas of anesthesiology, radiology, children's services and emergency medicine to healthcare facilities. Through its contracts with healthcare facilities, the Company 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 to supplement payments from third-party payors. The Company also provides physician services and manages office-based practices in the areas of pain management, gynecology, obstetrics and perinatology. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries along with the accounts of affiliated professional corporations (PCs) with which the Company has management arrangements. The Company'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. The PC structure is primarily used in states which prohibit the corporate practice of medicine. The 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 nominee shareholder is a medical doctor who is generally a senior corporate employee 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 all assets and to receive income, both as ongoing fees and as proceeds from the sale of any 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 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 which is consistent with the operation of the Company's wholly-owned subsidiaries. Based on 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 ASC 810 “ Consolidations. ” Variable Interest Entities For its PCs and certain of its partnerships, the Company is considered the primary beneficiary of the variable interest entities and consolidates under the Variable Interest Model in ASC 810. The total assets of the VIEs, which are included in the accompanying consolidated balance sheets, as of June 30, 2016 and December 31, 2015 , were $780.5 million and $740.1 million , respectively, and the total liabilities of the VIEs were $297.7 million and $299.0 million , respectively. Included in total assets as of June 30, 2016 and December 31, 2015 , respectively, were $178.6 million and $176.8 million of assets which were restricted to use and could only be used to settle the obligations of the VIE. The creditors of the VIE have no recourse to the Company, with the exception of $18.2 million and $21.7 million of debt guaranteed by the Company at June 30, 2016 and December 31, 2015 , respectively. The restricted assets and obligations, which are either restricted for use in the VIE or the creditor did not have recourse to the Company, generally consisted of the portion of assets and liabilities attributable to the Company's non-controlling partners. The Company also has certain equity interests in unconsolidated affiliates which meet the definition of a variable interest entity. The Company has a variable interest in these investments through its equity interests; however, the Company is not the primary beneficiary of these entities as it holds 50% or less of the voting rights and does not have the power to direct the activities that most significantly impact the entities' economic performance as a result of the Company's shared or lack of control. As a result, the Company has accounted for these investments under the equity method of accounting. The Company's investment in these entities was $179.1 million and $169.2 million as of June 30, 2016 and December 31, 2015 , respectively, and is reflected in the accompanying consolidated balance sheets as a component of investments in unconsolidated affiliates. The Company has recorded its share of the earnings of these investments of $7.4 million and $4.0 million as a component of equity in earnings of the unconsolidated affiliates in the accompanying statements of earnings during the three months ended June 30, 2016 and 2015 , respectively, and $13.9 million and $6.6 million during the six months ended June 30, 2016 and 2015 , respectively. The Company recognized management and billing fees associated with these investments totaling $5.3 million and $3.8 million during the three months ended June 30, 2016 and 2015 , respectively, and $11.6 million and $7.2 million during the six months ended June 30, 2016 and 2015 , respectively, which are included in net revenue in the accompanying consolidated statements of earnings. The Company has also recorded receivables from these entities in the amount of $9.2 million and $6.0 million as of June 30, 2016 and December 31, 2015 , respectively. These receivables are included in the other current assets in the accompanying consolidated balance sheets. Restricted Cash and Marketable Securities As of June 30, 2016 and December 31, 2015 , the Company had $29.9 million and $27.4 million , respectively, of restricted cash and marketable securities in the accompanying consolidated balance sheets the majority of which is restricted for the purpose of satisfying the obligations of the Company's wholly-owned captive insurance company. The Company has reflected $17.1 million and $13.9 million as of June 30, 2016 and December 31, 2015 , respectively, of its restricted cash and marketable securities as a component of other assets in the accompanying consolidated balance sheets. Restricted cash and marketable securities reflected as a component of total current assets in the accompanying consolidated balance sheets represent amounts available to satisfy the claims payments estimated to occur in the next 12 months. As of June 30, 2016 and December 31, 2015 , the Company had $0.5 million and $2.7 million , respectively, included in restricted cash and marketable securities, consisting of certificates of deposit with maturities less than 180 days, which approximates fair value. 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 Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to reflect the adoption of ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” as discussed further under “Recent Accounting Pronouncements.” The impact of the reclassification made to prior period balance sheet is presented below (in thousands). December 31, 2015 Consolidated Balance Sheet: Previously reported Reclassification Revised Intangible assets, net $ 1,641,811 $ (47,174 ) $ 1,594,637 Long-term debt $ 2,405,130 $ (47,174 ) $ 2,357,956 Recent Accounting Pronouncements In May 2014, the FASB 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. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date” which granted a one-year deferral of this ASU. In 2016, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU 2016-10 “Identifying Performance Obligations and Licensing” • ASU 2016-12 “Narrow-Scope Improvements and Practical Expedients” The guidance in ASU 2014-09 and the subsequently related ASUs will now be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early adoption will be permitted for annual reporting periods beginning after December 15, 2016, including interim periods therein. 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 made amendments to the 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 are 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 adopted this standard effective January 1, 2016 and applied the adoption retrospectively. The adoption of the standard did not result in a change of consolidated subsidiaries nor did it result in any impact to the Company's consolidated financial position, results of operations or cash flows as of and for the three months ended March 31, 2016 or for any previous period. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 amended current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-50), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” which incorporated into the Accounting Standards Codification an SEC staff announcement that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standards were effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2016 and accordingly, reclassified $47.2 million of deferred debt issuance costs from intangible assets, net to a reduction in long-term debt at December 31, 2015, in the accompanying balance sheets (see reclassification above). In February 2016, the FASB issued ASU No. 2016-02, “Leases” which amends existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the balance sheet and making changes to lessor accounting. The standard is effective for annual periods beginning after December 15, 2018 with early adoption permitted. The new standard requires a modified retrospective application for all leases existing at, or entered into, after the date of initial application, with an option to use certain transition relief. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” which will change how companies account for certain aspects of share-based payments to employees by requiring companies to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On June 15, 2016, the Company entered into a definitive merger agreement with Envision Healthcare Holdings, Inc. (Envision). Pursuant to the merger agreement, AmSurg Corp. will change its state of incorporation from Tennessee to Delaware by merging AmSurg Corp. with and into New Amethyst Corp. (New Amethyst), a newly-formed Delaware corporation and a wholly-owned subsidiary of AmSurg Corp., with New Amethyst being the surviving corporation. AmSurg Corp. shareholders will receive one share of New Amethyst common stock for each share of AmSurg Corp. common stock owned and one share of New Amethyst mandatory convertible preferred stock for each share of AmSurg Corp. mandatory convertible preferred stock owned. Following the merger of AmSurg and New Amethyst, Envision will merge with and into New Amethyst, with New Amethyst being the surviving corporation. If the merger is completed, Envision stockholders will receive 0.334 shares of New Amethyst common stock for each share of Envision common stock owned (the Exchange Ratio). The Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing. Upon completion of the merger, former Envision stockholders will own approximately 53% of the then outstanding New Amethyst common stock (on a fully diluted basis), including preferred shares. The value of the merger consideration to be received will fluctuate with the market value of AmSurg common stock and Envision common stock until the merger is completed. The merger is currently expected to be completed in the fourth quarter of 2016 and is subject to customary closing conditions, including obtaining regulatory approval and approval from the common shareholders of both AmSurg and Envision. Upon completion of the merger, New Amethyst will change its name to “Envision Healthcare Corporation.” |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2016 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Ambulatory Services Ambulatory services revenues consist of billing for the use of the centers’ facilities directly to the patient or third-party payor and, at certain of the Company’s centers (primarily centers that perform gastrointestinal endoscopy procedures), billing for anesthesia services provided by medical professionals employed or contracted by the Company’s centers. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor. Revenues from ambulatory services are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid. During each of the six months ended June 30, 2016 and 2015 , the Company derived approximately 26% of its ambulatory services net revenues from governmental healthcare programs, primarily Medicare and managed Medicare programs. Physician Services Physician services revenues primarily consist of fee for service revenue and contract revenue and are 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 supplement payments from third-party payors. 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 that have not been 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 patient’s 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 (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Medicare $ 61,775 14 % $ 45,967 14 % $ 120,549 14 % $ 87,296 14 % Medicaid 30,698 7 19,298 6 61,523 7 37,878 6 Commercial and managed care 337,553 77 254,481 77 661,724 77 474,599 77 Self-pay 71,648 16 45,298 14 133,365 16 88,569 14 Net fee for service revenue 501,674 114 365,044 110 977,161 114 688,342 111 Contract and other revenue 38,411 9 31,698 10 74,076 9 62,687 10 Provision for uncollectibles (101,333 ) (23 ) (65,783 ) (20 ) (194,941 ) (23 ) (133,535 ) (22 ) Net revenue for physician services $ 438,752 100 % $ 330,959 100 % $ 856,296 100 % $ 617,494 100 % |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2016 | |
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 analysis for its physician services segment quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous twelve month period to estimate the allowance for doubtful accounts at a point in time. Changes in these estimates, if any, 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 statements 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 statements 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 statements 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 ambulatory services is included in other operating expenses and was $6.3 million and $12.1 million for the three and six months ended June 30, 2016 , respectively, and $4.7 million and $11.0 million for the three and six months ended June 30, 2015 , respectively. Bad debt expense related to physician services was $101.3 million and $194.9 million for the three and six months ended June 30, 2016 , respectively, and $65.8 million and $133.5 million for the three and six months ended June 30, 2015 , respectively. At June 30, 2016 and December 31, 2015 , allowances for doubtful accounts were $208.8 million and $167.4 million , respectively. The increase in the allowance for doubtful accounts is primarily a result of having a full quarter of operations for acquisitions completed during the fourth quarter of 2015 . At June 30, 2016 and December 31, 2015 , approximately 82% and 80% , respectively, of the Company’s allowance for doubtful accounts was related to fee for service patient receivables associated with the physician services segment. 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 facilities, patients, payors, and by the geographic dispersion of the Company's operations. |
Acquisitions and Disposals
Acquisitions and Disposals | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Disposals | Acquisitions and Disposals 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. Ambulatory Services Activity During each of the six months ended June 30, 2016 and 2015 , the Company, through a wholly-owned subsidiary, acquired a controlling interest in four surgery centers. The aggregate amount paid for the centers and for settlement of purchase price payable obligations during the six months ended June 30, 2016 and 2015 was approximately $25.7 million and $95.4 million , respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company's revolving credit agreement. 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 six months ended June 30, 2016 , the Company disposed of two surgery centers and recognized a net gain from the disposals of $3.3 million in the six months ended June 30, 2016 . The Company did not dispose of any surgery centers during the six months ended June 30, 2015 . Physician Services Activity The Company completed the acquisition of six physician practices in the six months ended June 30, 2016 and four physician practices in the six months ended June 30, 2015 . The aggregate amount paid for the physician practices and for settlement of purchase price payable obligations during the six months ended June 30, 2016 and 2015 was approximately $255.4 million and $100.7 million , respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company's revolving credit agreement. In addition to the cash paid, approximately $15.4 million of consideration for one physician practice was deferred and will be paid in the next two years , $9.7 million of which is reflected in other accrued liabilities and $5.7 million is reflected in other long-term liabilities in the accompanying consolidated balance sheets. As a result of certain acquisitions completed during prior periods, the Company has agreed to pay as additional consideration amounts which are contingent on the acquired entities achieving future performance metrics. As of June 30, 2016 and December 31, 2015 , the Company had accrued $1.0 million and $5.5 million , respectively, as a component of other accrued liabilities in the accompanying consolidated balance sheets, which represents management's estimate of the fair values of the contingent consideration. During the six months ended June 30, 2016 , the Company made a cash payment of $1.9 million for one acquisition and recognized a decrease of $2.6 million associated with the change in fair value of its remaining accrued contingent consideration. As of June 30, 2016 , the Company estimates it may have to pay approximately $1.0 million in future contingent payments for one acquisition made prior to December 31, 2015 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. The acquisitions completed during the six months ended June 30, 2016 did not contain provisions for contingent consideration. The Company utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the contingent consideration. 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. The timing of the potential remaining payments of contingent consideration is expected to occur within one year. Purchase Price Allocations The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major financial class for both the ambulatory services and physician services acquisitions completed in the six months ended June 30, 2016 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): Six Months Ended June 30, 2016 (1) Accounts receivable $ 16,809 Other current assets 1,397 Property and equipment 4,258 Goodwill 209,194 Intangible assets 115,902 Other long-term assets 67 Accounts payable (450 ) Other accrued liabilities (20,331 ) Deferred income taxes (20,706 ) Other long-term liabilities (5,700 ) Long-term debt (128 ) Total fair value 300,312 Less: Fair value attributable to noncontrolling interests 19,199 Acquisition date fair value of total consideration transferred $ 281,113 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with these acquisitions at June 30, 2016 . During 2016 , no significant changes were made to the purchase price allocation of assets and liabilities, existing at the date of acquisition, related to individual acquisitions completed in 2015 . The total fair value of acquisitions completed by the Company include amounts allocated to goodwill, which result from the acquisitions' 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. 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. Additionally, the Company continues to obtain information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests associated with acquisitions completed in the last 12 months. 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 its most recent acquisitions as soon as practical. During the three and six months ended June 30, 2016 , the Company incurred approximately $5.1 million and $6.5 million of transaction costs, respectively, and during the three and six months ended June 30, 2015 , the Company incurred approximately $2.0 million and $3.5 million , respectively. The costs incurred during the three months ended June 30, 2016 were primarily associated with the definitive merger agreement with Envision Healthcare Holdings, Inc. signed on June 15, 2016. See Note 2 for additional information. Net revenue and net earnings included in the six months ended June 30, 2016 and 2015 associated with completed acquisitions are as follows (in thousands): Six Months Ended June 30, 2016 2015 Net revenue $ 12,714 $ 48,042 Net earnings $ 2,198 $ 9,101 Less: Net earnings attributable to noncontrolling interests 563 2,353 Net earnings attributable to AmSurg Corp. common shareholders $ 1,635 $ 6,748 The unaudited consolidated pro forma results for the six months ended June 30, 2016 and 2015 , assuming all 2016 acquisitions had been consummated on January 1, 2015 , and all 2015 acquisitions had been consummated on January 1, 2014 are as follows (in thousands, except earnings per share): Six Months Ended June 30, 2016 2015 Net revenue $ 1,558,347 $ 1,488,632 Net earnings 198,383 221,765 Amounts attributable to AmSurg Corp. common shareholders: Net earnings 82,806 68,374 Net earnings per common share: Basic $ 1.53 $ 1.44 Diluted $ 1.52 $ 1.42 |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2016 | |
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. The fair value measurement utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the retained noncontrolling interest. The fair value determination is generally based on a combination of multiple valuation methods, which can include discounted cash flow, income approach, or market value approach which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. These investments are included as investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements 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. As of June 30, 2016 and December 31, 2015 , the Company recorded in the accompanying consolidated balance sheets its investments in unconsolidated affiliates of $179.1 million and $169.2 million , respectively. The Company's net earnings from these investments during the three months ended June 30, 2016 and 2015 were approximately $7.4 million and $4.0 million , respectively, and during the six months ended June 30, 2016 and 2015 were approximately $13.9 million and $6.6 million , respectively. During the six months ended June 30, 2016 , the Company's ambulatory services segment sold a portion of its interest in one surgery center, which resulted in the surgery center being deconsolidated and subsequently accounted for as an equity method investment. During the six months ended June 30, 2015 , the Company's ambulatory services segment entered into one equity method investment. As a result of this investment, the Company contributed its controlling interest in a center and a noncontrolling interest in an entity that owned one ASC prior to the transaction and, after the completion of the transaction, controls the contributed center and the center it previously owned. During the six months ended June 30, 2015 , the Company's physician services segment contributed one site of service into an entity jointly owned by the Company and a health system. There was no deconsolidation activity for the physician services segment during the six months ended June 30, 2016 . 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 Company's investment in these entities of approximately $1.8 million and $2.3 million during the six months ended June 30, 2016 and 2015 , 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 interest, which was based on estimates of the expected future earnings, in the new entity and the carrying value of both the tangible and intangible assets of the contributed centers immediately prior to each transaction. During the three and six months ended June 30, 2016 , the Company recognized a net loss on deconsolidation related to this center in the accompanying consolidated statements of earnings of approximately $0.7 million , respectively. During the three and six months ended June 30, 2015 , the Company recognized a net loss on deconsolidation in the accompanying consolidated statements of earnings of approximately $3.0 million and $3.3 million , respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Income taxes receivable $ 16,241 $ 7,908 Prepaid expenses 22,104 18,900 Deferred compensation plan assets 23,530 16,623 Other 12,690 32,340 Total prepaid and other current assets $ 74,565 $ 75,771 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the six months ended June 30, 2016 are as follows (in thousands): Balance at December 31, 2015 $ 3,970,210 Goodwill acquired, including post acquisition adjustments 207,333 Goodwill disposed, including impact of deconsolidation transactions (2,535 ) Balance at June 30, 2016 $ 4,175,008 As of June 30, 2016 , the ambulatory services segment and the physician services segment each had approximately $2.1 billion of goodwill. During the six months ended June 30, 2016 , goodwill increased $38.4 million for the ambulatory services segment primarily due to the acquisition of four centers, net of one deconsolidation. During the six months ended June 30, 2016 , goodwill increased by $166.4 million for the physician services segment, primarily due to the acquisition of six physician practices and post-acquisition adjustments associated with acquisitions completed during 2015 . For the six months ended June 30, 2016 and 2015 , respectively, approximately $100.9 million and $107.6 million of goodwill recorded was deductible for tax purposes. Intangible assets at June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 1,494,790 $ (109,444 ) $ 1,385,346 $ 1,379,977 $ (74,490 ) $ 1,305,487 Capitalized software 81,595 (33,500 ) 48,095 71,462 (28,125 ) 43,337 Agreements, contracts and other 12,358 (3,519 ) 8,839 11,267 (2,449 ) 8,818 Total amortizable intangible assets 1,588,743 (146,463 ) 1,442,280 1,462,706 (105,064 ) 1,357,642 Non-amortizable intangible assets: Trade name 228,000 — 228,000 228,000 — 228,000 Restrictive covenant arrangements 8,995 — 8,995 8,995 — 8,995 Total non-amortizable intangible assets 236,995 — 236,995 236,995 — 236,995 Total intangible assets $ 1,825,738 $ (146,463 ) $ 1,679,275 $ 1,699,701 $ (105,064 ) $ 1,594,637 Amortization of intangible assets for the three months ended June 30, 2016 and 2015 was $21.1 million and $14.7 million , respectively, and $41.5 million and $29.2 million for the six months ended June 30, 2016 and 2015 , respectively. Estimated amortization of intangible assets for the remainder of 2016 and each of the following five years and thereafter is $44.9 million , $88.6 million , $87.4 million , $84.7 million , $82.4 million , $78.0 million and $976.3 million , respectively. The Company expects to recognize amortization of all intangible assets over a weighted average period of 17.9 years with no expected residual values. |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Other Accrued Liabilities The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Accrued professional liabilities $ 14,541 $ 14,362 Contingent purchase price payable 1,000 5,509 Current income taxes payable — 7,892 Refunds payable 29,626 48,415 Other 47,404 43,059 Total other accrued liabilities $ 92,571 $ 119,237 |
Accrued Professional Liabilitie
Accrued Professional Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
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. 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 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, which are not discounted. At June 30, 2016 and December 31, 2015 , the Company's accrued professional liabilities are presented in the accompanying consolidated balance sheets as a component of other accrued liabilities and other long-term liabilities as follows (in thousands): June 30, 2016 December 31, 2015 Estimated losses under self-insured programs $ 32,652 $ 30,748 Incurred but not reported losses 35,955 36,166 Total accrued professional liabilities 68,607 66,914 Less estimated losses payable within one year 14,541 14,362 Total $ 54,066 $ 52,552 The changes to the Company's estimated losses under self-insured programs as of June 30, 2016 were as follows (in thousands): Balance at December 31, 2015 $ 66,914 Assumed liabilities through acquisitions 1,862 Provision related to current period reserves 10,037 Payments for current period reserves (39 ) Benefit related to changes in prior period reserves (249 ) Payments for prior period reserves (6,307 ) Other, net including post-acquisition adjustments (3,611 ) Balance at June 30, 2016 $ 68,607 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term Debt Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, December 31, 2016 2015 Revolving credit agreement $ 400,000 $ 175,000 Term loan 852,600 856,950 5.625% Senior Unsecured Notes due 2020 250,000 250,000 5.625% Senior Unsecured Notes due 2022 1,100,000 1,100,000 Other debt due through 2025 23,920 24,944 Capitalized lease arrangements due through 2026 18,202 18,613 2,644,722 2,425,507 Less current portion 20,772 20,377 Less net deferred financing costs 42,907 47,174 Long-term debt $ 2,581,043 $ 2,357,956 The fair value of fixed rate long-term debt, with a carrying value of $1,391.1 million , was $1,438.2 million at June 30, 2016 . The fair value of variable rate long-term debt approximates its carrying value of $1,253.6 million at June 30, 2016 . With the exception of the Company’s 2020 Senior Unsecured Notes and 2022 Senior Unsecured Notes (each defined below), the fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders. The fair value of the Company’s 2020 Senior Unsecured Notes and 2022 Senior Unsecured Notes (Level 1) is determined based on quoted prices in an active market. a. Term Loan and Credit Facility The Company has a credit facility that is comprised of an $870.0 million term loan and a $500.0 million revolving credit facility. On October 21, 2015, the Company exercised the accordion feature of its revolving credit facility and increased the Company's borrowing capacity by $200.0 million to $500.0 million . As of June 30, 2016 , the Company had available $100.0 million under the revolving credit facility. The term loan matures on July 16, 2021 and bears interest at a rate equal to, at the Company’s option, the alternative base rate as defined in the agreement (ABR) plus 1.75% to 2.00% or LIBOR plus 2.75% to 3.00% , with a LIBOR floor of 0.75% , or a combination thereof ( 3.50% on June 30, 2016 ). The term loan requires quarterly principal payments of 0.25% of the face amount totaling $8.7 million annually. The revolving credit facility matures on July 16, 2019 and permits the Company to borrow up to $500.0 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. The Company has the option to increase borrowings under the senior secured credit facility by an unlimited amount as long as certain financial covenants are met and lender approval is obtained. The 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 less than wholly-owned subsidiaries. As of June 30, 2016 , the Company was in compliance with the covenants contained in the term loan and credit facility. b. Senior Unsecured Notes 2020 Senior Unsecured Notes The Company has $250.0 million aggregate principal amount of 5.625% senior unsecured notes due 2020 (the 2020 Senior Unsecured Notes). The 2020 Senior Unsecured Notes are 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 . 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 100.000 % 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. Based on the terms of the 2020 Senior Unsecured Notes, the Company has adequate ability to meet its obligations to pay dividends as required under the terms of its mandatory convertible preferred stock. The Company was in compliance with the covenants contained in the indenture relating to the 2020 Senior Unsecured Notes at June 30, 2016 . 2022 Senior Unsecured Notes The Company has $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 unsecured obligations of the Company and are guaranteed by the Company and existing and subsequently acquired or organized wholly-owned domestic subsidiaries. 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, through 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 100.000 % 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 Senior Unsecured 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 June 30, 2016 . |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Long-Term Liabilities [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): June 30, December 31, 2016 2015 Accrued professional liabilities $ 54,066 $ 52,552 Deferred rent 27,330 18,958 Tax-effected unrecognized benefits 3,426 3,426 Other 34,656 21,247 Other long-term liabilities $ 119,478 $ 96,183 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity a. Common Stock During December 2015, the Company issued 5,835,000 shares of its common stock in a public offering, at $80.00 per share, prior to underwriting discounts, commissions, and other related offering expenses of approximately $19.1 million . Proceeds were used to repay a portion of the Company's revolving credit facility, to fund a portion of the acquisitions completed during the three months ended December 31, 2015 and for general corporate purposes. In addition, the Company repurchases shares by withholding a portion of employee restricted stock that vests to cover payroll withholding taxes in accordance with the restricted stock agreements. During the six months ended June 30, 2016 and 2015 , the Company repurchased 77,780 shares and 67,000 shares, respectively, of common stock for approximately $5.7 million and $3.7 million , respectively. b. Preferred Stock The Company has 1,725,000 shares outstanding of its mandatory convertible preferred stock. 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 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 the conversion rate will be adjusted under certain circumstances and such holder will also be entitled to a fundamental change dividend make-whole amount. During each of the six months ended June 30, 2016 and 2015 , the Company's Board of Directors declared two dividends each of $1.3125 per share in cash, or $2.3 million , for the Company’s mandatory convertible preferred stock. As of June 30, 2016 , the dividend declared in May 2016 was funded to the paying agent to be paid to shareholders of record as of June 15, 2016 . c. Stock Incentive Plans In May 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan (the “2014 Plan”), which was amended in May 2016. The amendment increased the number of shares that may be awarded under the 2014 Plan from 1,200,000 to 3,200,000 . The Company also has unvested restricted stock and fully vested options outstanding under the AmSurg Corp. 2006 Stock Incentive Plan, as amended, under which no additional awards may be granted. Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock. At June 30, 2016 , 3,200,000 shares were authorized for grant under the 2014 Plan and 2,396,435 shares were available for future equity grants. Restricted stock granted to outside directors vests on the first anniversary of the date of grant. Restricted stock granted to employees generally 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 requirements and restrictions. The Company has not issued options subsequent to 2008, and all outstanding options are fully vested. Options were granted at market value on the date of the grant and vested over four years. Outstanding options have a term of ten years from the date of grant. Other information pertaining to share-based activity during the three and six months ended June 30, 2016 and 2015 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Share-based compensation expense $ 7,900 $ 3,883 $ 15,068 $ 7,592 Fair value of shares vested 1,282 1,746 18,243 13,220 Cash received from option exercises 174 334 450 2,080 Tax benefit from exercises of share based awards 129 216 3,734 3,533 As of June 30, 2016 , the Company had total unrecognized compensation cost of approximately $45.6 million related to non-vested awards, which the Company expects to recognize through 2020 and over a weighted average period of 1.2 years. For the three and six months ended June 30, 2016 and 2015 , there were no options that were anti-dilutive. A summary of the status of non-vested restricted shares at June 30, 2016 and changes during the six months ended June 30, 2016 is as follows: Weighted Number Average of Shares Grant Price Non-vested shares at December 31, 2015 734,101 $ 44.73 Shares granted 586,791 74.00 Shares vested (249,421 ) 38.61 Shares forfeited (5,407 ) 55.40 Non-vested shares at June 30, 2016 1,066,064 $ 62.22 In addition to the non-vested restricted shares, during the six months ended June 30, 2016 , the Company granted 74,752 performance-based restricted stock units (RSUs) to certain of its officers and physician employees. The weighted average fair value of the Company's common stock on the grant date of these RSUs was $74.09 . Subject to achieving applicable performance thresholds, the RSUs will vest ratably over a three year period from the grant date. The conversion of the RSUs to restricted stock is contingent on the Company’s achievement of a specified one -year financial performance goal for the year ended December 31, 2016 and, if achieved, would occur during the first quarter of 2017. If the financial performance goal is not achieved, the RSUs will be forfeited. The number of RSUs that will ultimately be received by the holders range from 0% to 150% of the units granted, depending on the Company’s level of achievement with respect to the financial performance goal. At June 30, 2016 , the Company believes the RSUs will vest at approximately 150% . A summary of stock option activity for the six months ended June 30, 2016 is summarized as follows: Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Term (in years) Outstanding at December 31, 2015 33,751 $ 22.98 1.1 Options exercised with total intrinsic value of $1.0 million (19,718 ) 22.84 Options terminated (4,200 ) 21.07 Outstanding, Vested and Exercisable at June 30, 2016 with an aggregate intrinsic value of $0.5 million 9,833 $ 24.09 0.5 The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at June 30, 2016 exercised their options at the Company’s closing stock price on June 30, 2016 . 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 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 three and six months ended June 30, 2015 , approximately 3.1 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): Three Months Ended June 30, Six Months Ended June 30, Earnings Shares Per Share Earnings Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount 2016: Net earnings attributable to AmSurg Corp. common shareholders (basic) $ 43,805 53,739 $ 0.82 $ 72,404 53,702 $ 1.35 Preferred stock dividends 2,264 — 4,528 — Effect of dilutive securities, options and non-vested shares — 3,588 — 3,527 Net earnings attributable to AmSurg Corp. common shareholders (diluted) $ 46,069 57,327 $ 0.80 $ 76,932 57,229 $ 1.34 2015: Net earnings attributable to AmSurg Corp. common shareholders (basic) $ 31,411 47,678 $ 0.66 $ 50,185 47,625 $ 1.05 Effect of dilutive securities, options and non-vested shares — 421 — 377 Net earnings attributable to AmSurg Corp. common shareholders (diluted) $ 31,411 48,099 $ 0.65 $ 50,185 48,002 $ 1.05 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its consolidated statements 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 U.S. federal and various state tax returns. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2012 . During the six months ended June 30, 2016 and 2015 the Company had net income tax payments of $45.7 million and $7.8 million , respectively. The increase in net payments made is primarily due to lower taxes paid in the six months ended June 30, 2015 due to the tax benefit resulting from significant transaction costs incurred in association with the Sheridan acquisition completed during 2014. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 insurance subsidiary. In addition, the captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the 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 are responsible for all debts incurred but unpaid by the Company's less than wholly-owned partnerships as these subsidiaries are the general partner. As manager of the operations of these partnerships, the Company has the ability to limit potential liabilities by curtailing operations or taking other operating actions. In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in a substantial majority of the Company’s partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2016 . 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. Physician Services Operating Lease On January 16, 2015, the Company entered into an agreement to lease approximately 222,000 square feet of office space in Plantation, Florida, which will be utilized by its physician services segment. The Company took possession of the space in the fourth quarter of 2015 and began tenant improvements on approximately 167,000 square feet of space, which it intends to begin to occupy during the third quarter of 2016. In addition, the Company plans to begin tenant improvements on an additional 55,000 square feet of space during the third quarter of 2016, which it intends to occupy during the first quarter of 2017. Annual rent expense is expected to be approximately $2.9 million . The initial term of this lease agreement expires in February 2029. Merger with Envision Healthcare Holdings, Inc. On June 15, 2016, the Company signed a definitive merger agreement with Envision as previously mentioned in Note 2. If the Company were to terminate the merger agreement, under certain circumstances, it would be required to pay Envision a termination fee of $180.0 million and would be obligated to provide reimbursement for up to $15.0 million of expenses. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in two major lines of business - ambulatory surgery centers and 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, radiology, children’s services, and emergency medicine. The Company’s financial information by operating segment is prepared on an internal management reporting basis and includes allocations of corporate overhead to each segment. This financial information is used by the chief operating decision maker 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): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net Revenue: Ambulatory Services $ 319,747 $ 310,991 $ 626,881 $ 594,901 Physician Services 438,752 330,959 856,296 617,494 Total $ 758,499 $ 641,950 $ 1,483,177 $ 1,212,395 Adjusted EBITDA: Ambulatory Services $ 61,746 $ 60,304 $ 115,372 $ 107,612 Physician Services 87,497 67,668 153,971 114,115 Total $ 149,243 $ 127,972 $ 269,343 $ 221,727 Adjusted EBITDA: $ 149,243 $ 127,972 $ 269,343 $ 221,727 Net earnings attributable to noncontrolling interests 57,050 57,072 110,891 104,789 Interest expense, net (31,913 ) (30,182 ) (62,723 ) (60,429 ) Depreciation and amortization (30,054 ) (23,612 ) (59,126 ) (46,430 ) Share-based compensation (7,900 ) (3,883 ) (15,068 ) (7,592 ) Net change in fair value of contingent consideration 2,598 (6,410 ) 2,598 (6,410 ) Transaction costs (5,135 ) (1,982 ) (6,525 ) (3,453 ) Net gain (loss) on disposals and deconsolidations 2,595 (3,035 ) 2,595 (3,258 ) Earnings before income taxes $ 136,484 $ 115,940 $ 241,985 $ 198,944 Acquisition and Capital Expenditures: Ambulatory Services $ 35,031 $ 64,514 $ 43,401 $ 118,610 Physician Services 265,019 22,822 275,330 110,087 Total $ 300,050 $ 87,336 $ 318,731 $ 228,697 |
Financial Information for the C
Financial Information for the Company and Its Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
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 - June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 4,591 $ 16,215 $ 53,299 $ — $ 74,105 Restricted cash and marketable securities — — 12,794 — 12,794 Accounts receivable, net — 258,863 116,489 — 375,352 Supplies inventory — — 21,980 — 21,980 Prepaid and other current assets 45,542 24,074 26,261 (21,312 ) 74,565 Total current assets 50,133 299,152 230,823 (21,312 ) 558,796 Property and equipment, net 11,877 27,822 165,223 — 204,922 Investments in and receivables from unconsolidated affiliates 5,219,975 1,807,424 — (6,848,343 ) 179,056 Goodwill — 2,123,067 — 2,051,941 4,175,008 Intangible assets, net 13,037 1,664,313 1,925 — 1,679,275 Other assets 7,186 20,825 20,251 (1,999 ) 46,263 Total assets $ 5,302,208 $ 5,942,603 $ 418,222 $ (4,819,713 ) $ 6,843,320 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8,700 $ 20 $ 12,052 $ — $ 20,772 Accounts payable 3,073 1,640 29,569 (3,561 ) 30,721 Accrued salaries and benefits 29,533 140,149 17,226 — 186,908 Accrued interest 30,386 — 14 — 30,400 Other accrued liabilities 5,171 69,166 35,985 (17,751 ) 92,571 Total current liabilities 76,863 210,975 94,846 (21,312 ) 361,372 Long-term debt 2,550,996 36 56,065 (26,054 ) 2,581,043 Deferred income taxes 288,503 456,942 — (1,998 ) 743,447 Other long-term liabilities 8,568 76,144 34,766 — 119,478 Intercompany payable — 1,228,157 — (1,228,157 ) — Noncontrolling interests – redeemable — — 60,886 116,959 177,845 Equity: Total AmSurg Corp. equity 2,377,278 3,967,431 125,450 (4,092,881 ) 2,377,278 Noncontrolling interests – non-redeemable — 2,918 46,209 433,730 482,857 Total equity 2,377,278 3,970,349 171,659 (3,659,151 ) 2,860,135 Total liabilities and equity $ 5,302,208 $ 5,942,603 $ 418,222 $ (4,819,713 ) $ 6,843,320 Condensed Consolidating Balance Sheet - December 31, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 20,437 $ 27,507 $ 58,716 $ — $ 106,660 Restricted cash and marketable securities — — 13,506 — 13,506 Accounts receivable, net — 223,434 113,896 — 337,330 Supplies inventory — — 21,406 — 21,406 Prepaid and other current assets 28,739 39,046 16,062 (8,076 ) 75,771 Total current assets 49,176 289,987 223,586 (8,076 ) 554,673 Property and equipment, net 12,515 14,601 162,052 — 189,168 Investments in and receivables from unconsolidated affiliates 4,901,026 1,775,272 — (6,507,128 ) 169,170 Goodwill — 1,956,741 — 2,013,469 3,970,210 Intangible assets, net 12,780 1,579,537 2,320 — 1,594,637 Other assets 4,653 1,717 17,078 (1,998 ) 21,450 Total assets $ 4,980,150 $ 5,617,855 $ 405,036 $ (4,503,733 ) $ 6,499,308 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8,700 $ — $ 11,677 $ — $ 20,377 Accounts payable 2,816 3,760 29,837 (3,852 ) 32,561 Accrued salaries and benefits 31,510 158,705 12,322 — 202,537 Accrued interest 30,463 — 17 — 30,480 Other accrued liabilities 13,962 76,590 32,909 (4,224 ) 119,237 Total current liabilities 87,451 239,055 86,762 (8,076 ) 405,192 Long-term debt 2,326,103 — 55,249 (23,396 ) 2,357,956 Deferred income taxes 268,573 432,923 — (1,998 ) 699,498 Other long-term liabilities 4,560 71,509 20,114 — 96,183 Intercompany payable — 1,228,157 — (1,228,157 ) — Noncontrolling interests – redeemable — — 63,060 112,672 175,732 Equity: Total AmSurg Corp. equity 2,293,463 3,646,211 132,267 (3,778,478 ) 2,293,463 Noncontrolling interests – non-redeemable — — 47,584 423,700 471,284 Total equity 2,293,463 3,646,211 179,851 (3,354,778 ) 2,764,747 Total liabilities and equity $ 4,980,150 $ 5,617,855 $ 405,036 $ (4,503,733 ) $ 6,499,308 Condensed Consolidating Statement of Operations - For the Three Months Ended June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 7,700 $ 437,042 $ 324,047 $ (10,290 ) $ 758,499 Operating expenses: Salaries and benefits 22,246 305,173 76,727 (135 ) 404,011 Supply cost — 1,145 48,578 (20 ) 49,703 Other operating expenses 6,034 44,213 71,033 (10,135 ) 111,145 Transaction costs 2,099 3,036 — — 5,135 Depreciation and amortization 1,103 21,192 7,759 — 30,054 Total operating expenses 31,482 374,759 204,097 (10,290 ) 600,048 Net gain (loss) on disposals and deconsolidations — 2,857 (262 ) — 2,595 Equity in earnings of unconsolidated affiliates 87,700 68,939 — (149,288 ) 7,351 Operating income 63,918 134,079 119,688 (149,288 ) 168,397 Interest expense (income), net (4,215 ) 35,528 600 — 31,913 Earnings before income taxes 68,133 98,551 119,088 (149,288 ) 136,484 Income tax expense 22,064 10,858 443 — 33,365 Net earnings 46,069 87,693 118,645 (149,288 ) 103,119 Less net earnings (loss) attributable to noncontrolling interests — (7 ) 57,057 — 57,050 Net earnings attributable to AmSurg Corp. shareholders 46,069 87,700 61,588 (149,288 ) 46,069 Preferred stock dividends (2,264 ) — — — (2,264 ) Net earnings attributable to AmSurg Corp. common shareholders $ 43,805 $ 87,700 $ 61,588 $ (149,288 ) $ 43,805 Condensed Consolidating Statement of Operations - For the Six Months Ended June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 16,244 $ 852,872 $ 634,659 $ (20,598 ) $ 1,483,177 Operating expenses: Salaries and benefits 46,341 614,753 153,024 (268 ) 813,850 Supply cost — 2,152 94,547 (33 ) 96,666 Other operating expenses 13,652 87,552 137,920 (20,297 ) 218,827 Transaction costs 2,276 4,249 — — 6,525 Depreciation and amortization 2,175 41,528 15,423 — 59,126 Total operating expenses 64,444 750,234 400,914 (20,598 ) 1,194,994 Net gain (loss) on disposals and deconsolidations — 2,857 (262 ) — 2,595 Equity in earnings of unconsolidated affiliates 156,742 134,375 — (277,187 ) 13,930 Operating income 108,542 239,870 233,483 (277,187 ) 304,708 Interest expense (income), net (7,034 ) 68,504 1,253 — 62,723 Earnings before income taxes 115,576 171,366 232,230 (277,187 ) 241,985 Income tax expense 38,644 14,632 886 — 54,162 Net earnings 76,932 156,734 231,344 (277,187 ) 187,823 Less net earnings (loss) attributable to noncontrolling interests — (7 ) 110,898 — 110,891 Net earnings attributable to AmSurg Corp. shareholders 76,932 156,741 120,446 (277,187 ) 76,932 Preferred stock dividends (4,528 ) — — — (4,528 ) Net earnings attributable to AmSurg Corp. common shareholders $ 72,404 $ 156,741 $ 120,446 $ (277,187 ) $ 72,404 Condensed Consolidating Statement of Operations - For the Three Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 7,079 $ 329,579 $ 314,780 $ (9,488 ) $ 641,950 Operating expenses: Salaries and benefits 15,511 228,618 76,391 (124 ) 320,396 Supply cost — 489 45,335 (34 ) 45,790 Other operating expenses 5,783 42,099 66,450 (9,330 ) 105,002 Transaction costs 324 1,658 — — 1,982 Depreciation and amortization 1,056 14,617 7,939 — 23,612 Total operating expenses 22,674 287,481 196,115 (9,488 ) 496,782 Net gain (loss) on disposals and deconsolidations — (3,035 ) — — (3,035 ) Equity in earnings of unconsolidated affiliates 76,931 64,513 — (137,455 ) 3,989 Operating income 61,336 103,576 118,665 (137,455 ) 146,122 Interest expense, net 11,978 17,624 580 — 30,182 Earnings before income taxes 49,358 85,952 118,085 (137,455 ) 115,940 Income tax expense 15,683 9,021 489 — 25,193 Net earnings 33,675 76,931 117,596 (137,455 ) 90,747 Less net earnings attributable to noncontrolling interests — — 57,072 — 57,072 Net earnings attributable to AmSurg Corp. shareholders 33,675 76,931 60,524 (137,455 ) 33,675 Preferred stock dividends (2,264 ) — — — (2,264 ) Net earnings attributable to AmSurg Corp. common shareholders $ 31,411 $ 76,931 $ 60,524 $ (137,455 ) $ 31,411 Condensed Consolidating Statement of Operations - For the Six Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 14,170 $ 615,158 $ 601,409 $ (18,342 ) $ 1,212,395 Operating expenses: Salaries and benefits 33,154 440,219 149,454 (252 ) 622,575 Supply cost — 885 87,523 (34 ) 88,374 Other operating expenses 12,417 71,710 129,501 (18,056 ) 195,572 Transaction costs 592 2,861 — — 3,453 Depreciation and amortization 1,890 28,924 15,616 — 46,430 Total operating expenses 48,053 544,599 382,094 (18,342 ) 956,404 Net gain (loss) on disposals and deconsolidations (188 ) (3,223 ) (35 ) 188 (3,258 ) Equity in earnings of unconsolidated affiliates 137,318 119,096 — (249,774 ) 6,640 Operating income 103,247 186,432 219,280 (249,586 ) 259,373 Interest expense, net 23,864 35,378 1,187 — 60,429 Earnings before income taxes 79,383 151,054 218,093 (249,586 ) 198,944 Income tax expense 24,670 13,924 848 — 39,442 Net earnings 54,713 137,130 217,245 (249,586 ) 159,502 Less net earnings attributable to noncontrolling interests — — 104,789 — 104,789 Net earnings attributable to AmSurg Corp. shareholders 54,713 137,130 112,456 (249,586 ) 54,713 Preferred stock dividends (4,528 ) — — — (4,528 ) Net earnings attributable to AmSurg Corp. common shareholders $ 50,185 $ 137,130 $ 112,456 $ (249,586 ) $ 50,185 Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2016 (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 $ 39,294 $ 131,227 $ 255,297 $ (230,713 ) $ 195,105 Cash flows from investing activities: Acquisitions and related expenses (265,258 ) (284,010 ) — 268,155 (281,113 ) Acquisition of property and equipment (1,676 ) (19,916 ) (16,026 ) — (37,618 ) Proceeds from sale of interests in surgery centers — 25 — — 25 Purchases of marketable securities — — (498 ) — (498 ) Maturities of marketable securities — — 2,738 — 2,738 Other — (4,057 ) (4,692 ) — (8,749 ) Net cash flows used in investing activities (266,934 ) (307,958 ) (18,478 ) 268,155 (325,215 ) Cash flows from financing activities: Proceeds from long-term borrowings 313,000 — 4,151 — 317,151 Repayment on long-term borrowings (92,350 ) (9 ) (6,404 ) — (98,763 ) Distributions to owners, including noncontrolling interests — (102,330 ) (243,972 ) 230,713 (115,589 ) Capital contributions — 265,258 — (265,258 ) — Changes in intercompany balances with affiliates, net (2,657 ) — 2,657 — — Other, net (6,199 ) 2,520 1,332 (2,897 ) (5,244 ) Net cash flows provided by (used in) financing activities 211,794 165,439 (242,236 ) (37,442 ) 97,555 Net decrease in cash and cash equivalents (15,846 ) (11,292 ) (5,417 ) — (32,555 ) Cash and cash equivalents, beginning of period 20,437 27,507 58,716 — 106,660 Cash and cash equivalents, end of period $ 4,591 $ 16,215 $ 53,299 $ — $ 74,105 Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by (used in) operating activities $ (27,553 ) $ 172,907 $ 232,423 $ (126,382 ) $ 251,395 Cash flows from investing activities: Acquisitions and related expenses (51,852 ) (197,718 ) — 53,538 (196,032 ) Acquisition of property and equipment (4,490 ) (9,424 ) (18,751 ) — (32,665 ) Purchases of marketable securities — — (1,245 ) — (1,245 ) Maturities of marketable securities — — 2,988 — 2,988 Other — (1,441 ) (546 ) — (1,987 ) Net cash flows used in investing activities (56,342 ) (208,583 ) (17,554 ) 53,538 (228,941 ) Cash flows from financing activities: Proceeds from long-term borrowings — — 7,795 — 7,795 Repayment on long-term borrowings (4,350 ) — (5,938 ) — (10,288 ) Distributions to owners, including noncontrolling interests — (15,108 ) (212,307 ) 126,382 (101,033 ) Capital contributions — 51,852 — (51,852 ) — Changes in intercompany balances with affiliates, net 444 — (444 ) — — Other financing activities, net (2,892 ) 2,573 1,287 (1,686 ) (718 ) Net cash flows provided by (used in) financing activities (6,798 ) 39,317 (209,607 ) 72,844 (104,244 ) Net increase (decrease) in cash and cash equivalents (90,693 ) 3,641 5,262 — (81,790 ) Cash and cash equivalents, beginning of period 134,351 23,471 50,257 — 208,079 Cash and cash equivalents, end of period $ 43,658 $ 27,112 $ 55,519 $ — $ 126,289 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the unaudited interim consolidated financial statements contained in this report reflect all normal recurring adjustments, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in AmSurg Corp.'s (Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2015 . Ambulatory Services The Company, through its wholly-owned subsidiaries, owns interests, primarily 51%, in limited liability companies (LLCs) and limited partnerships (LPs) which own and operate ambulatory surgery centers (ASCs, surgery centers or centers). All LLCs and LPs are referred to herein as “partnerships” and “partners,” respectively. The Company has variable interests in the partnerships through its equity ownership interests. Each partnership is considered a variable interest entity (VIE) due to its structure as a limited partnership or functional equivalent under Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2015-02 “Consolidations (Topic 810) - Amendments to the Consolidation Analysis,” which was adopted effective January 1, 2016. For those partnerships in which the Company’s ownership interest is 51% or greater, the Company is considered the primary beneficiary. The Company is the primary beneficiary due to 1) ownership interest, operating agreements allowing the Company to govern the day-to-day activities, and the Company’s position as the managing member or general partner and 2) the Company's obligation to absorb losses or the right to receive returns proportionate to its equity interest in the partnerships. For the 24 partnerships in which the Company’s ownership interest is less than 51%, the Company is not deemed the primary beneficiary and therefore those partnerships are not consolidated with the exception of 2 partnerships which are consolidated because the Company holds substantive participation rights and has the obligation to absorb losses or right to receive returns proportionate to its equity interest in the partnerships. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and the consolidated partnerships. 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. 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 earnings attributable to the Company and to the noncontrolling interests are identified and presented on the consolidated statements of earnings; changes in ownership interests are accounted for as equity transactions when there is no change in control; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary are measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company’s center partnerships typically are organized as general partnerships, LPs or LLCs that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its income 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 The Company, through its wholly-owned subsidiary Sheridan Healthcare, is a national provider of multi-specialty physician and administrative services to hospitals, ambulatory surgery centers and other healthcare facilities. The Company focuses on delivering comprehensive physician services, primarily in the areas of anesthesiology, radiology, children's services and emergency medicine to healthcare facilities. Through its contracts with healthcare facilities, the Company 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 to supplement payments from third-party payors. The Company also provides physician services and manages office-based practices in the areas of pain management, gynecology, obstetrics and perinatology. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries along with the accounts of affiliated professional corporations (PCs) with which the Company has management arrangements. The Company'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. The PC structure is primarily used in states which prohibit the corporate practice of medicine. The 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 nominee shareholder is a medical doctor who is generally a senior corporate employee 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 all assets and to receive income, both as ongoing fees and as proceeds from the sale of any 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 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 which is consistent with the operation of the Company's wholly-owned subsidiaries. Based on 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 ASC 810 “ Consolidations. ” |
Restricted Cash | Restricted Cash and Marketable Securities As of June 30, 2016 and December 31, 2015 , the Company had $29.9 million and $27.4 million , respectively, of restricted cash and marketable securities in the accompanying consolidated balance sheets the majority of which is restricted for the purpose of satisfying the obligations of the Company's wholly-owned captive insurance company. The Company has reflected $17.1 million and $13.9 million as of June 30, 2016 and December 31, 2015 , respectively, of its restricted cash and marketable securities as a component of other assets in the accompanying consolidated balance sheets. Restricted cash and marketable securities reflected as a component of total current assets in the accompanying consolidated balance sheets represent amounts available to satisfy the claims payments estimated to occur in the next 12 months. As of June 30, 2016 and December 31, 2015 , the Company had $0.5 million and $2.7 million , respectively, included in restricted cash and marketable securities, consisting of certificates of deposit with maturities less than 180 days, which approximates fair value. |
Reclassifications | Reclassifications Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to reflect the adoption of ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” as discussed further under “Recent Accounting Pronouncements. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB 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. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date” which granted a one-year deferral of this ASU. In 2016, the FASB issued the following ASUs to provide entities further clarity on the application of ASU 2014-09: • ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” • ASU 2016-10 “Identifying Performance Obligations and Licensing” • ASU 2016-12 “Narrow-Scope Improvements and Practical Expedients” The guidance in ASU 2014-09 and the subsequently related ASUs will now be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early adoption will be permitted for annual reporting periods beginning after December 15, 2016, including interim periods therein. 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 made amendments to the 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 are 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 adopted this standard effective January 1, 2016 and applied the adoption retrospectively. The adoption of the standard did not result in a change of consolidated subsidiaries nor did it result in any impact to the Company's consolidated financial position, results of operations or cash flows as of and for the three months ended March 31, 2016 or for any previous period. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 amended current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-50), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” which incorporated into the Accounting Standards Codification an SEC staff announcement that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standards were effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2016 and accordingly, reclassified $47.2 million of deferred debt issuance costs from intangible assets, net to a reduction in long-term debt at December 31, 2015, in the accompanying balance sheets (see reclassification above). In February 2016, the FASB issued ASU No. 2016-02, “Leases” which amends existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the balance sheet and making changes to lessor accounting. The standard is effective for annual periods beginning after December 15, 2018 with early adoption permitted. The new standard requires a modified retrospective application for all leases existing at, or entered into, after the date of initial application, with an option to use certain transition relief. The Company has not yet determined the impact this ASU will have on the Company's consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” which will change how companies account for certain aspects of share-based payments to employees by requiring companies to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has not yet determined the impact 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 each of the six months ended June 30, 2016 and 2015 , the Company derived approximately 26% of its ambulatory services net revenues from governmental healthcare programs, primarily Medicare and managed Medicare programs. Physician Services Physician services revenues primarily consist of fee for service revenue and contract revenue and are 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 supplement payments from third-party payors. 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 that have not been 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 patient’s healthcare plan, mandated payment rates under the Medicare and Medicaid programs, and historical cash collections. The Company's provision for uncollectibles includes its estimate of uncollectible balances due from uninsured patients, uncollectible co-pay and deductible balances due from insured patients and special charges, if any, for uncollectible balances due from managed care, commercial and governmental payors. The Company records net revenue from uninsured patients at its estimated realizable value, which includes a provision for uncollectible balances, based on historical cash collections (net of recoveries). |
Accounts Receivable | The Company manages accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for contractual 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 analysis for its physician services segment quarterly using a hindsight calculation that utilizes write-off data for all payor classes during the previous twelve month period to estimate the allowance for doubtful accounts at a point in time. Changes in these estimates, if any, 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 statements 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 statements 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 statements 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. |
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 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. The fair value measurement utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the retained noncontrolling interest. The fair value determination is generally based on a combination of multiple valuation methods, which can include discounted cash flow, income approach, or market value approach which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. These investments are included as investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements 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. |
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 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. |
Income Taxes | The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its consolidated statements of earnings. The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months. |
Insurance Programs | Insurance Programs Given the nature of the services provided, the Company and its subsidiaries are subject to professional and general liability claims and related lawsuits in the ordinary course of business. The Company maintains professional insurance with third-party insurers generally on a claims-made basis, subject to self-insured retentions, exclusions and other restrictions. A substantial portion of the professional liability loss risks are being provided by a third-party insurer, which is fully reinsured by the Company's wholly-owned captive insurance subsidiary. In addition, the captive provides stop loss coverage for the Company’s self-insured employee health program. The assets, liabilities and results of operations of the 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. |
Segments | The Company operates in two major lines of business - ambulatory surgery centers and 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, radiology, children’s services, and emergency medicine. The Company’s financial information by operating segment is prepared on an internal management reporting basis and includes allocations of corporate overhead to each segment. This financial information is used by the chief operating decision maker 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncement Impact | The impact of the reclassification made to prior period balance sheet is presented below (in thousands). December 31, 2015 Consolidated Balance Sheet: Previously reported Reclassification Revised Intangible assets, net $ 1,641,811 $ (47,174 ) $ 1,594,637 Long-term debt $ 2,405,130 $ (47,174 ) $ 2,357,956 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Medicare $ 61,775 14 % $ 45,967 14 % $ 120,549 14 % $ 87,296 14 % Medicaid 30,698 7 19,298 6 61,523 7 37,878 6 Commercial and managed care 337,553 77 254,481 77 661,724 77 474,599 77 Self-pay 71,648 16 45,298 14 133,365 16 88,569 14 Net fee for service revenue 501,674 114 365,044 110 977,161 114 688,342 111 Contract and other revenue 38,411 9 31,698 10 74,076 9 62,687 10 Provision for uncollectibles (101,333 ) (23 ) (65,783 ) (20 ) (194,941 ) (23 ) (133,535 ) (22 ) Net revenue for physician services $ 438,752 100 % $ 330,959 100 % $ 856,296 100 % $ 617,494 100 % |
Acquisitions and Disposals (Tab
Acquisitions and Disposals (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major financial class for both the ambulatory services and physician services acquisitions completed in the six months ended June 30, 2016 , including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands): Six Months Ended June 30, 2016 (1) Accounts receivable $ 16,809 Other current assets 1,397 Property and equipment 4,258 Goodwill 209,194 Intangible assets 115,902 Other long-term assets 67 Accounts payable (450 ) Other accrued liabilities (20,331 ) Deferred income taxes (20,706 ) Other long-term liabilities (5,700 ) Long-term debt (128 ) Total fair value 300,312 Less: Fair value attributable to noncontrolling interests 19,199 Acquisition date fair value of total consideration transferred $ 281,113 (1) Represents the preliminary allocation of fair value of acquired assets and liabilities associated with these acquisitions at June 30, 2016 |
Revenues And Net Earnings Associated With Acquisitions | Net revenue and net earnings included in the six months ended June 30, 2016 and 2015 associated with completed acquisitions are as follows (in thousands): Six Months Ended June 30, 2016 2015 Net revenue $ 12,714 $ 48,042 Net earnings $ 2,198 $ 9,101 Less: Net earnings attributable to noncontrolling interests 563 2,353 Net earnings attributable to AmSurg Corp. common shareholders $ 1,635 $ 6,748 |
Consolidated Pro Forma Results Of Acquisition | The unaudited consolidated pro forma results for the six months ended June 30, 2016 and 2015 , assuming all 2016 acquisitions had been consummated on January 1, 2015 , and all 2015 acquisitions had been consummated on January 1, 2014 are as follows (in thousands, except earnings per share): Six Months Ended June 30, 2016 2015 Net revenue $ 1,558,347 $ 1,488,632 Net earnings 198,383 221,765 Amounts attributable to AmSurg Corp. common shareholders: Net earnings 82,806 68,374 Net earnings per common share: Basic $ 1.53 $ 1.44 Diluted $ 1.52 $ 1.42 |
Prepaid and Other Current Ass28
Prepaid and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Income taxes receivable $ 16,241 $ 7,908 Prepaid expenses 22,104 18,900 Deferred compensation plan assets 23,530 16,623 Other 12,690 32,340 Total prepaid and other current assets $ 74,565 $ 75,771 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2016 are as follows (in thousands): Balance at December 31, 2015 $ 3,970,210 Goodwill acquired, including post acquisition adjustments 207,333 Goodwill disposed, including impact of deconsolidation transactions (2,535 ) Balance at June 30, 2016 $ 4,175,008 |
Schedule of Finite-Lived Intangible Assets | Intangible assets at June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Net Amount Amortization Net Amortizable intangible assets: Customer relationships with hospitals $ 1,494,790 $ (109,444 ) $ 1,385,346 $ 1,379,977 $ (74,490 ) $ 1,305,487 Capitalized software 81,595 (33,500 ) 48,095 71,462 (28,125 ) 43,337 Agreements, contracts and other 12,358 (3,519 ) 8,839 11,267 (2,449 ) 8,818 Total amortizable intangible assets 1,588,743 (146,463 ) 1,442,280 1,462,706 (105,064 ) 1,357,642 Non-amortizable intangible assets: Trade name 228,000 — 228,000 228,000 — 228,000 Restrictive covenant arrangements 8,995 — 8,995 8,995 — 8,995 Total non-amortizable intangible assets 236,995 — 236,995 236,995 — 236,995 Total intangible assets $ 1,825,738 $ (146,463 ) $ 1,679,275 $ 1,699,701 $ (105,064 ) $ 1,594,637 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | The following table presents a summary of items comprising other accrued liabilities in the accompanying consolidated balance sheets as of June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Accrued professional liabilities $ 14,541 $ 14,362 Contingent purchase price payable 1,000 5,509 Current income taxes payable — 7,892 Refunds payable 29,626 48,415 Other 47,404 43,059 Total other accrued liabilities $ 92,571 $ 119,237 |
Accrued Professional Liabilit31
Accrued Professional Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Professional Liabilities | At June 30, 2016 and December 31, 2015 , the Company's accrued professional liabilities are presented in the accompanying consolidated balance sheets as a component of other accrued liabilities and other long-term liabilities as follows (in thousands): June 30, 2016 December 31, 2015 Estimated losses under self-insured programs $ 32,652 $ 30,748 Incurred but not reported losses 35,955 36,166 Total accrued professional liabilities 68,607 66,914 Less estimated losses payable within one year 14,541 14,362 Total $ 54,066 $ 52,552 |
Schedule of Self Insurance Reserve Roll Forward | The changes to the Company's estimated losses under self-insured programs as of June 30, 2016 were as follows (in thousands): Balance at December 31, 2015 $ 66,914 Assumed liabilities through acquisitions 1,862 Provision related to current period reserves 10,037 Payments for current period reserves (39 ) Benefit related to changes in prior period reserves (249 ) Payments for prior period reserves (6,307 ) Other, net including post-acquisition adjustments (3,611 ) Balance at June 30, 2016 $ 68,607 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Components Of Long-Term Debt | Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, December 31, 2016 2015 Revolving credit agreement $ 400,000 $ 175,000 Term loan 852,600 856,950 5.625% Senior Unsecured Notes due 2020 250,000 250,000 5.625% Senior Unsecured Notes due 2022 1,100,000 1,100,000 Other debt due through 2025 23,920 24,944 Capitalized lease arrangements due through 2026 18,202 18,613 2,644,722 2,425,507 Less current portion 20,772 20,377 Less net deferred financing costs 42,907 47,174 Long-term debt $ 2,581,043 $ 2,357,956 |
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 100.000 % 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 100.000 % |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Long-Term Liabilities [Abstract] | |
Other Noncurrent Liabilities | Other long-term liabilities consist of the following (in thousands): June 30, December 31, 2016 2015 Accrued professional liabilities $ 54,066 $ 52,552 Deferred rent 27,330 18,958 Tax-effected unrecognized benefits 3,426 3,426 Other 34,656 21,247 Other long-term liabilities $ 119,478 $ 96,183 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Share-Based Activity | Other information pertaining to share-based activity during the three and six months ended June 30, 2016 and 2015 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Share-based compensation expense $ 7,900 $ 3,883 $ 15,068 $ 7,592 Fair value of shares vested 1,282 1,746 18,243 13,220 Cash received from option exercises 174 334 450 2,080 Tax benefit from exercises of share based awards 129 216 3,734 3,533 |
Schedule Of Changes In Non-Vested Restricted Shares | A summary of the status of non-vested restricted shares at June 30, 2016 and changes during the six months ended June 30, 2016 is as follows: Weighted Number Average of Shares Grant Price Non-vested shares at December 31, 2015 734,101 $ 44.73 Shares granted 586,791 74.00 Shares vested (249,421 ) 38.61 Shares forfeited (5,407 ) 55.40 Non-vested shares at June 30, 2016 1,066,064 $ 62.22 |
Schedule Of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2016 is summarized as follows: Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Term (in years) Outstanding at December 31, 2015 33,751 $ 22.98 1.1 Options exercised with total intrinsic value of $1.0 million (19,718 ) 22.84 Options terminated (4,200 ) 21.07 Outstanding, Vested and Exercisable at June 30, 2016 with an aggregate intrinsic value of $0.5 million 9,833 $ 24.09 0.5 |
Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share | The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, Earnings Shares Per Share Earnings Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount 2016: Net earnings attributable to AmSurg Corp. common shareholders (basic) $ 43,805 53,739 $ 0.82 $ 72,404 53,702 $ 1.35 Preferred stock dividends 2,264 — 4,528 — Effect of dilutive securities, options and non-vested shares — 3,588 — 3,527 Net earnings attributable to AmSurg Corp. common shareholders (diluted) $ 46,069 57,327 $ 0.80 $ 76,932 57,229 $ 1.34 2015: Net earnings attributable to AmSurg Corp. common shareholders (basic) $ 31,411 47,678 $ 0.66 $ 50,185 47,625 $ 1.05 Effect of dilutive securities, options and non-vested shares — 421 — 377 Net earnings attributable to AmSurg Corp. common shareholders (diluted) $ 31,411 48,099 $ 0.65 $ 50,185 48,002 $ 1.05 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents financial information for each reportable segment (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net Revenue: Ambulatory Services $ 319,747 $ 310,991 $ 626,881 $ 594,901 Physician Services 438,752 330,959 856,296 617,494 Total $ 758,499 $ 641,950 $ 1,483,177 $ 1,212,395 Adjusted EBITDA: Ambulatory Services $ 61,746 $ 60,304 $ 115,372 $ 107,612 Physician Services 87,497 67,668 153,971 114,115 Total $ 149,243 $ 127,972 $ 269,343 $ 221,727 Adjusted EBITDA: $ 149,243 $ 127,972 $ 269,343 $ 221,727 Net earnings attributable to noncontrolling interests 57,050 57,072 110,891 104,789 Interest expense, net (31,913 ) (30,182 ) (62,723 ) (60,429 ) Depreciation and amortization (30,054 ) (23,612 ) (59,126 ) (46,430 ) Share-based compensation (7,900 ) (3,883 ) (15,068 ) (7,592 ) Net change in fair value of contingent consideration 2,598 (6,410 ) 2,598 (6,410 ) Transaction costs (5,135 ) (1,982 ) (6,525 ) (3,453 ) Net gain (loss) on disposals and deconsolidations 2,595 (3,035 ) 2,595 (3,258 ) Earnings before income taxes $ 136,484 $ 115,940 $ 241,985 $ 198,944 Acquisition and Capital Expenditures: Ambulatory Services $ 35,031 $ 64,514 $ 43,401 $ 118,610 Physician Services 265,019 22,822 275,330 110,087 Total $ 300,050 $ 87,336 $ 318,731 $ 228,697 |
Financial Information for the36
Financial Information for the Company and Its Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet - June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 4,591 $ 16,215 $ 53,299 $ — $ 74,105 Restricted cash and marketable securities — — 12,794 — 12,794 Accounts receivable, net — 258,863 116,489 — 375,352 Supplies inventory — — 21,980 — 21,980 Prepaid and other current assets 45,542 24,074 26,261 (21,312 ) 74,565 Total current assets 50,133 299,152 230,823 (21,312 ) 558,796 Property and equipment, net 11,877 27,822 165,223 — 204,922 Investments in and receivables from unconsolidated affiliates 5,219,975 1,807,424 — (6,848,343 ) 179,056 Goodwill — 2,123,067 — 2,051,941 4,175,008 Intangible assets, net 13,037 1,664,313 1,925 — 1,679,275 Other assets 7,186 20,825 20,251 (1,999 ) 46,263 Total assets $ 5,302,208 $ 5,942,603 $ 418,222 $ (4,819,713 ) $ 6,843,320 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8,700 $ 20 $ 12,052 $ — $ 20,772 Accounts payable 3,073 1,640 29,569 (3,561 ) 30,721 Accrued salaries and benefits 29,533 140,149 17,226 — 186,908 Accrued interest 30,386 — 14 — 30,400 Other accrued liabilities 5,171 69,166 35,985 (17,751 ) 92,571 Total current liabilities 76,863 210,975 94,846 (21,312 ) 361,372 Long-term debt 2,550,996 36 56,065 (26,054 ) 2,581,043 Deferred income taxes 288,503 456,942 — (1,998 ) 743,447 Other long-term liabilities 8,568 76,144 34,766 — 119,478 Intercompany payable — 1,228,157 — (1,228,157 ) — Noncontrolling interests – redeemable — — 60,886 116,959 177,845 Equity: Total AmSurg Corp. equity 2,377,278 3,967,431 125,450 (4,092,881 ) 2,377,278 Noncontrolling interests – non-redeemable — 2,918 46,209 433,730 482,857 Total equity 2,377,278 3,970,349 171,659 (3,659,151 ) 2,860,135 Total liabilities and equity $ 5,302,208 $ 5,942,603 $ 418,222 $ (4,819,713 ) $ 6,843,320 Condensed Consolidating Balance Sheet - December 31, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Assets Current assets: Cash and cash equivalents $ 20,437 $ 27,507 $ 58,716 $ — $ 106,660 Restricted cash and marketable securities — — 13,506 — 13,506 Accounts receivable, net — 223,434 113,896 — 337,330 Supplies inventory — — 21,406 — 21,406 Prepaid and other current assets 28,739 39,046 16,062 (8,076 ) 75,771 Total current assets 49,176 289,987 223,586 (8,076 ) 554,673 Property and equipment, net 12,515 14,601 162,052 — 189,168 Investments in and receivables from unconsolidated affiliates 4,901,026 1,775,272 — (6,507,128 ) 169,170 Goodwill — 1,956,741 — 2,013,469 3,970,210 Intangible assets, net 12,780 1,579,537 2,320 — 1,594,637 Other assets 4,653 1,717 17,078 (1,998 ) 21,450 Total assets $ 4,980,150 $ 5,617,855 $ 405,036 $ (4,503,733 ) $ 6,499,308 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 8,700 $ — $ 11,677 $ — $ 20,377 Accounts payable 2,816 3,760 29,837 (3,852 ) 32,561 Accrued salaries and benefits 31,510 158,705 12,322 — 202,537 Accrued interest 30,463 — 17 — 30,480 Other accrued liabilities 13,962 76,590 32,909 (4,224 ) 119,237 Total current liabilities 87,451 239,055 86,762 (8,076 ) 405,192 Long-term debt 2,326,103 — 55,249 (23,396 ) 2,357,956 Deferred income taxes 268,573 432,923 — (1,998 ) 699,498 Other long-term liabilities 4,560 71,509 20,114 — 96,183 Intercompany payable — 1,228,157 — (1,228,157 ) — Noncontrolling interests – redeemable — — 63,060 112,672 175,732 Equity: Total AmSurg Corp. equity 2,293,463 3,646,211 132,267 (3,778,478 ) 2,293,463 Noncontrolling interests – non-redeemable — — 47,584 423,700 471,284 Total equity 2,293,463 3,646,211 179,851 (3,354,778 ) 2,764,747 Total liabilities and equity $ 4,980,150 $ 5,617,855 $ 405,036 $ (4,503,733 ) $ 6,499,308 |
Condensed Consolidating Statement of Operations | Condensed Consolidating Statement of Operations - For the Three Months Ended June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 7,700 $ 437,042 $ 324,047 $ (10,290 ) $ 758,499 Operating expenses: Salaries and benefits 22,246 305,173 76,727 (135 ) 404,011 Supply cost — 1,145 48,578 (20 ) 49,703 Other operating expenses 6,034 44,213 71,033 (10,135 ) 111,145 Transaction costs 2,099 3,036 — — 5,135 Depreciation and amortization 1,103 21,192 7,759 — 30,054 Total operating expenses 31,482 374,759 204,097 (10,290 ) 600,048 Net gain (loss) on disposals and deconsolidations — 2,857 (262 ) — 2,595 Equity in earnings of unconsolidated affiliates 87,700 68,939 — (149,288 ) 7,351 Operating income 63,918 134,079 119,688 (149,288 ) 168,397 Interest expense (income), net (4,215 ) 35,528 600 — 31,913 Earnings before income taxes 68,133 98,551 119,088 (149,288 ) 136,484 Income tax expense 22,064 10,858 443 — 33,365 Net earnings 46,069 87,693 118,645 (149,288 ) 103,119 Less net earnings (loss) attributable to noncontrolling interests — (7 ) 57,057 — 57,050 Net earnings attributable to AmSurg Corp. shareholders 46,069 87,700 61,588 (149,288 ) 46,069 Preferred stock dividends (2,264 ) — — — (2,264 ) Net earnings attributable to AmSurg Corp. common shareholders $ 43,805 $ 87,700 $ 61,588 $ (149,288 ) $ 43,805 Condensed Consolidating Statement of Operations - For the Six Months Ended June 30, 2016 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 16,244 $ 852,872 $ 634,659 $ (20,598 ) $ 1,483,177 Operating expenses: Salaries and benefits 46,341 614,753 153,024 (268 ) 813,850 Supply cost — 2,152 94,547 (33 ) 96,666 Other operating expenses 13,652 87,552 137,920 (20,297 ) 218,827 Transaction costs 2,276 4,249 — — 6,525 Depreciation and amortization 2,175 41,528 15,423 — 59,126 Total operating expenses 64,444 750,234 400,914 (20,598 ) 1,194,994 Net gain (loss) on disposals and deconsolidations — 2,857 (262 ) — 2,595 Equity in earnings of unconsolidated affiliates 156,742 134,375 — (277,187 ) 13,930 Operating income 108,542 239,870 233,483 (277,187 ) 304,708 Interest expense (income), net (7,034 ) 68,504 1,253 — 62,723 Earnings before income taxes 115,576 171,366 232,230 (277,187 ) 241,985 Income tax expense 38,644 14,632 886 — 54,162 Net earnings 76,932 156,734 231,344 (277,187 ) 187,823 Less net earnings (loss) attributable to noncontrolling interests — (7 ) 110,898 — 110,891 Net earnings attributable to AmSurg Corp. shareholders 76,932 156,741 120,446 (277,187 ) 76,932 Preferred stock dividends (4,528 ) — — — (4,528 ) Net earnings attributable to AmSurg Corp. common shareholders $ 72,404 $ 156,741 $ 120,446 $ (277,187 ) $ 72,404 Condensed Consolidating Statement of Operations - For the Three Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 7,079 $ 329,579 $ 314,780 $ (9,488 ) $ 641,950 Operating expenses: Salaries and benefits 15,511 228,618 76,391 (124 ) 320,396 Supply cost — 489 45,335 (34 ) 45,790 Other operating expenses 5,783 42,099 66,450 (9,330 ) 105,002 Transaction costs 324 1,658 — — 1,982 Depreciation and amortization 1,056 14,617 7,939 — 23,612 Total operating expenses 22,674 287,481 196,115 (9,488 ) 496,782 Net gain (loss) on disposals and deconsolidations — (3,035 ) — — (3,035 ) Equity in earnings of unconsolidated affiliates 76,931 64,513 — (137,455 ) 3,989 Operating income 61,336 103,576 118,665 (137,455 ) 146,122 Interest expense, net 11,978 17,624 580 — 30,182 Earnings before income taxes 49,358 85,952 118,085 (137,455 ) 115,940 Income tax expense 15,683 9,021 489 — 25,193 Net earnings 33,675 76,931 117,596 (137,455 ) 90,747 Less net earnings attributable to noncontrolling interests — — 57,072 — 57,072 Net earnings attributable to AmSurg Corp. shareholders 33,675 76,931 60,524 (137,455 ) 33,675 Preferred stock dividends (2,264 ) — — — (2,264 ) Net earnings attributable to AmSurg Corp. common shareholders $ 31,411 $ 76,931 $ 60,524 $ (137,455 ) $ 31,411 Condensed Consolidating Statement of Operations - For the Six Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net revenue $ 14,170 $ 615,158 $ 601,409 $ (18,342 ) $ 1,212,395 Operating expenses: Salaries and benefits 33,154 440,219 149,454 (252 ) 622,575 Supply cost — 885 87,523 (34 ) 88,374 Other operating expenses 12,417 71,710 129,501 (18,056 ) 195,572 Transaction costs 592 2,861 — — 3,453 Depreciation and amortization 1,890 28,924 15,616 — 46,430 Total operating expenses 48,053 544,599 382,094 (18,342 ) 956,404 Net gain (loss) on disposals and deconsolidations (188 ) (3,223 ) (35 ) 188 (3,258 ) Equity in earnings of unconsolidated affiliates 137,318 119,096 — (249,774 ) 6,640 Operating income 103,247 186,432 219,280 (249,586 ) 259,373 Interest expense, net 23,864 35,378 1,187 — 60,429 Earnings before income taxes 79,383 151,054 218,093 (249,586 ) 198,944 Income tax expense 24,670 13,924 848 — 39,442 Net earnings 54,713 137,130 217,245 (249,586 ) 159,502 Less net earnings attributable to noncontrolling interests — — 104,789 — 104,789 Net earnings attributable to AmSurg Corp. shareholders 54,713 137,130 112,456 (249,586 ) 54,713 Preferred stock dividends (4,528 ) — — — (4,528 ) Net earnings attributable to AmSurg Corp. common shareholders $ 50,185 $ 137,130 $ 112,456 $ (249,586 ) $ 50,185 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2016 (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 $ 39,294 $ 131,227 $ 255,297 $ (230,713 ) $ 195,105 Cash flows from investing activities: Acquisitions and related expenses (265,258 ) (284,010 ) — 268,155 (281,113 ) Acquisition of property and equipment (1,676 ) (19,916 ) (16,026 ) — (37,618 ) Proceeds from sale of interests in surgery centers — 25 — — 25 Purchases of marketable securities — — (498 ) — (498 ) Maturities of marketable securities — — 2,738 — 2,738 Other — (4,057 ) (4,692 ) — (8,749 ) Net cash flows used in investing activities (266,934 ) (307,958 ) (18,478 ) 268,155 (325,215 ) Cash flows from financing activities: Proceeds from long-term borrowings 313,000 — 4,151 — 317,151 Repayment on long-term borrowings (92,350 ) (9 ) (6,404 ) — (98,763 ) Distributions to owners, including noncontrolling interests — (102,330 ) (243,972 ) 230,713 (115,589 ) Capital contributions — 265,258 — (265,258 ) — Changes in intercompany balances with affiliates, net (2,657 ) — 2,657 — — Other, net (6,199 ) 2,520 1,332 (2,897 ) (5,244 ) Net cash flows provided by (used in) financing activities 211,794 165,439 (242,236 ) (37,442 ) 97,555 Net decrease in cash and cash equivalents (15,846 ) (11,292 ) (5,417 ) — (32,555 ) Cash and cash equivalents, beginning of period 20,437 27,507 58,716 — 106,660 Cash and cash equivalents, end of period $ 4,591 $ 16,215 $ 53,299 $ — $ 74,105 Condensed Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2015 (In thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash flows from operating activities: Net cash flows provided by (used in) operating activities $ (27,553 ) $ 172,907 $ 232,423 $ (126,382 ) $ 251,395 Cash flows from investing activities: Acquisitions and related expenses (51,852 ) (197,718 ) — 53,538 (196,032 ) Acquisition of property and equipment (4,490 ) (9,424 ) (18,751 ) — (32,665 ) Purchases of marketable securities — — (1,245 ) — (1,245 ) Maturities of marketable securities — — 2,988 — 2,988 Other — (1,441 ) (546 ) — (1,987 ) Net cash flows used in investing activities (56,342 ) (208,583 ) (17,554 ) 53,538 (228,941 ) Cash flows from financing activities: Proceeds from long-term borrowings — — 7,795 — 7,795 Repayment on long-term borrowings (4,350 ) — (5,938 ) — (10,288 ) Distributions to owners, including noncontrolling interests — (15,108 ) (212,307 ) 126,382 (101,033 ) Capital contributions — 51,852 — (51,852 ) — Changes in intercompany balances with affiliates, net 444 — (444 ) — — Other financing activities, net (2,892 ) 2,573 1,287 (1,686 ) (718 ) Net cash flows provided by (used in) financing activities (6,798 ) 39,317 (209,607 ) 72,844 (104,244 ) Net increase (decrease) in cash and cash equivalents (90,693 ) 3,641 5,262 — (81,790 ) Cash and cash equivalents, beginning of period 134,351 23,471 50,257 — 208,079 Cash and cash equivalents, end of period $ 43,658 $ 27,112 $ 55,519 $ — $ 126,289 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)center | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)center | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Variable Interest Entity [Line Items] | |||||
Number of ownership interests of less than 51% | center | 24 | 24 | |||
Investments in unconsolidated affiliates | $ 179,056 | $ 179,056 | $ 169,170 | ||
Income (Loss) from Equity Method Investments | 7,351 | $ 3,989 | 13,930 | $ 6,640 | |
Net revenue | 758,499 | 641,950 | 1,483,177 | 1,212,395 | |
Prepaid and other current assets | 74,565 | 74,565 | 75,771 | ||
Restricted Cash and Marketable Securities | |||||
Restricted cash and marketable securities, total | 29,900 | 29,900 | 27,400 | ||
Restricted cash and investments, noncurrent | 17,100 | 17,100 | 13,900 | ||
Restricted marketable securities | 500 | 500 | 2,700 | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets of VIEs | 780,500 | 780,500 | 740,100 | ||
Liabilities of VIEs | 297,700 | 297,700 | 299,000 | ||
Restricted use assets of VIEs | 178,600 | 178,600 | 176,800 | ||
Debt of VIEs guaranteed by AmSurg | 18,200 | 18,200 | 21,700 | ||
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Net revenue | 5,300 | 3,800 | 11,600 | 7,200 | |
Prepaid and other current assets | $ 9,200 | $ 9,200 | $ 6,000 | ||
Consolidated [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of ownership interests of less than 51% | center | 2 | 2 | |||
Ambulatory Services [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Net revenue | $ 319,747 | $ 310,991 | $ 626,881 | $ 594,901 | |
Maximum [Member] | Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Percent of voting rights in unconsolidated affiliates | 50.00% |
Basis of Presentation - Reclass
Basis of Presentation - Reclassifications (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible assets, net | $ 1,679,275 | $ 1,594,637 |
Long-term debt | 2,581,043 | 2,357,956 |
Deferred debt issuance costs | $ (42,907) | (47,174) |
Accounting Standards Update 2015-03 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible assets, net | (47,174) | |
Long-term debt | (47,174) | |
Accounting Standards Update 2015-03 [Member] | Intangible Assets, Net [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred debt issuance costs | (47,200) | |
Accounting Standards Update 2015-03 [Member] | Long-term Debt [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred debt issuance costs | 47,200 | |
Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible assets, net | 1,641,811 | |
Long-term debt | $ 2,405,130 |
Business Combinations (Details)
Business Combinations (Details) - Scenario, Forecast [Member] - Merger of AmSurg and Envision into New Amethyst [Member] | Dec. 31, 2016 |
AmSurg [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares to be issued for one share of acquiree's stock | 1 |
AmSurg [Member] | Mandatory Convertible Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares to be issued for one share of acquiree's stock | 1 |
Envision [Member] | |
Business Acquisition [Line Items] | |
Envision stockholders' percent of ownership in New Amethyst on date of merger | 53.00% |
Envision [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares to be issued for one share of acquiree's stock | 0.334 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue, Major Customer [Line Items] | ||||
Provision for uncollectibles | $ (207,046) | $ (144,514) | ||
Net revenue | $ 758,499 | $ 641,950 | $ 1,483,177 | $ 1,212,395 |
Ambulatory Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenues from governmental healthcare programs | 26.00% | 26.00% | ||
Net revenue | 319,747 | 310,991 | $ 626,881 | $ 594,901 |
Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net fee for service revenue | 501,674 | 365,044 | 977,161 | 688,342 |
Contract and other revenue | 38,411 | 31,698 | 74,076 | 62,687 |
Provision for uncollectibles | (101,333) | (65,783) | (194,941) | (133,535) |
Net revenue | 438,752 | 330,959 | 856,296 | 617,494 |
Medicare [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net fee for service revenue | 61,775 | 45,967 | 120,549 | 87,296 |
Medicaid [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net fee for service revenue | 30,698 | 19,298 | 61,523 | 37,878 |
Commercial and Managed Care [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net fee for service revenue | 337,553 | 254,481 | 661,724 | 474,599 |
Self-Pay [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net fee for service revenue | $ 71,648 | $ 45,298 | $ 133,365 | $ 88,569 |
Sales Revenue, Net [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percent of net revenue, over | 100.00% | 100.00% | 100.00% | 100.00% |
Health Care Organization, Patient Service Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percent of net revenue, over | 114.00% | 110.00% | 114.00% | 111.00% |
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 | 14.00% | 14.00% | 14.00% | 14.00% |
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 | 7.00% | 6.00% | 7.00% | 6.00% |
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 | 77.00% | 77.00% | 77.00% | 77.00% |
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 | 16.00% | 14.00% | 16.00% | 14.00% |
Contract and Other Revenue [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percent of net revenue, over | 9.00% | 10.00% | 9.00% | 10.00% |
Provision for Uncollectibles [Member] | Sales Revenue, Net [Member] | Physician Services [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percent of net revenue, over | 23.00% | 20.00% | 23.00% | 22.00% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | $ 207,046 | $ 144,514 | |||
Allowances for accounts receivable | $ 208,780 | $ 208,780 | $ 167,411 | ||
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 | 82.00% | 80.00% | |||
Ambulatory Services [Member] | Other Operating Expenses [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | 6,300 | $ 4,700 | $ 12,100 | 11,000 | |
Physician Services [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bad debt expense | $ 101,333 | $ 65,783 | $ 194,941 | $ 133,535 |
Acquisitions and Disposals (Nar
Acquisitions and Disposals (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)physician_practicecenter | Jun. 30, 2015USD ($)physician_practicecenter | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||
Acquisitions and related expenses, net | $ 281,113 | $ 196,032 | |||
Net change in fair value of contingent consideration | $ (2,598) | $ 6,410 | (2,598) | 6,410 | |
Transaction costs | 5,135 | $ 1,982 | $ 6,525 | $ 3,453 | |
Ambulatory Services [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of business acquisitions | center | 4 | 4 | |||
Acquisitions and related expenses, net | $ 25,700 | $ 95,400 | |||
Ambulatory Services [Member] | Disposal Group, Not Discontinued Operations [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of center disposals | center | 2 | 0 | |||
Net gain from disposals | $ 3,300 | ||||
Physician Services [Member] | |||||
Business Acquisition [Line Items] | |||||
Net change in fair value of contingent consideration | $ (2,600) | ||||
Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of business acquisitions | physician_practice | 6 | 4 | |||
Cash paid to acquire business | $ 255,400 | $ 100,700 | |||
Deferred Consideration | $ 15,400 | ||||
Deferred consideration period | 2 years | ||||
Accrued liability, contingent consideration | 1,000 | $ 1,000 | $ 5,500 | ||
Cash payment for previous acquisition | 1,900 | ||||
Contingent consideration arrangements, high | $ 1,000 | 1,000 | |||
Other Accrued Liabilities [Member] | Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred Consideration | 9,700 | ||||
Other Long-term Liabilities [Member] | Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred Consideration | $ 5,700 |
Acquisitions and Disposals (Rev
Acquisitions and Disposals (Revs and Earnings) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Net revenue | $ 758,499 | $ 641,950 | $ 1,483,177 | $ 1,212,395 |
Net earnings | 103,119 | 90,747 | 187,823 | 159,502 |
Less: Net earnings attributable to noncontrolling interests | 57,050 | 57,072 | 110,891 | 104,789 |
Net earnings attributable to AmSurg Corp. shareholders | $ 46,069 | $ 33,675 | 76,932 | 54,713 |
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 12,714 | 48,042 | ||
Net earnings | 2,198 | 9,101 | ||
Less: Net earnings attributable to noncontrolling interests | 563 | 2,353 | ||
Net earnings attributable to AmSurg Corp. shareholders | $ 1,635 | $ 6,748 |
Acquisitions and Disposals (Con
Acquisitions and Disposals (Consolidated Pro Forma Results Of Acquisition) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||
Net revenue | $ 1,558,347 | $ 1,488,632 |
Net earnings | 198,383 | 221,765 |
Net earnings attributable to AmSurg Corp. common shareholders | $ 82,806 | $ 68,374 |
Net earnings per common share, Basic (usd per share) | $ 1.53 | $ 1.44 |
Net earnings per common share, Diluted (usd per share) | $ 1.52 | $ 1.42 |
Acquisitions and Disposals (Fai
Acquisitions and Disposals (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 4,175,008 | $ 3,970,210 |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 16,809 | |
Other current assets | 1,397 | |
Property and equipment | 4,258 | |
Goodwill | 209,194 | |
Intangible assets | 115,902 | |
Other long-term assets | 67 | |
Accounts payable | (450) | |
Other accrued liabilities | (20,331) | |
Deferred income taxes | (20,706) | |
Other long-term liabilities | (5,700) | |
Long-term debt | (128) | |
Total fair value | 300,312 | |
Less: Fair value attributable to noncontrolling interests | 19,199 | |
Acquisition date fair value of total consideration transferred | $ 281,113 |
Investments in Unconsolidated46
Investments in Unconsolidated Affiliates (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)equity_method_investmentcenter | Jun. 30, 2015USD ($)equity_method_investmentcenter | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | $ 179,056 | $ 179,056 | $ 169,170 | ||
Equity in earnings of unconsolidated affiliates | 7,351 | $ 3,989 | 13,930 | $ 6,640 | |
Net loss on deconsolidation | (700) | (3,000) | $ (700) | $ (3,300) | |
Joint Venture [Member] | Ambulatory Services [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number Of Consolidated Entities Contributed To Joint Venture | center | 1 | ||||
Joint Venture [Member] | Ambulatory Services [Member] | Noncontrolling Interest In Centers [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of separate equity method investments | equity_method_investment | 1 | 1 | |||
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | $ 1,800 | $ 2,300 | $ 1,800 | $ 2,300 | |
Controlling Interest [Member] | Joint Venture [Member] | Physician Services [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number Of Consolidated Entities Contributed To Joint Venture | center | 0 | 1 |
Prepaid and Other Current Ass47
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income Taxes Receivable | $ 16,241 | $ 7,908 |
Prepaid expenses | 22,104 | 18,900 |
Deferred compensation plan assets | 23,530 | 16,623 |
Other | 12,690 | 32,340 |
Total prepaid and other current assets | $ 74,565 | $ 75,771 |
Goodwill And Intangible Asset48
Goodwill And Intangible Assets (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)physician_practicecenter | Jun. 30, 2015USD ($)physician_practicecenter | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 4,175,008 | $ 4,175,008 | $ 3,970,210 | ||
Increase in goodwill | 207,333 | ||||
Goodwill deductible for tax purposes | 100,900 | $ 107,600 | 100,900 | $ 107,600 | |
Amortization of Intangible Assets | 21,100 | $ 14,700 | 41,500 | $ 29,200 | |
Estimated amortization of intangible assets, remainder of 2016 | 44,900 | 44,900 | |||
Estimated amortization of intangible assets, 2017 | 88,600 | 88,600 | |||
Estimated amortization of intangible assets, 2018 | 87,400 | 87,400 | |||
Estimated amortization of intangible assets, 2019 | 84,700 | 84,700 | |||
Estimated amortization of intangible assets, 2020 | 82,400 | 82,400 | |||
Estimated amortization of intangible assets, 2021 | 78,000 | 78,000 | |||
Estimated amortization of intangible assets, 2022 and thereafter | 976,300 | $ 976,300 | |||
Weighted average amortization period | 17 years 328 days | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 209,194 | $ 209,194 | |||
Ambulatory Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 2,100,000 | 2,100,000 | |||
Increase in goodwill | $ 38,400 | ||||
Number of business acquisitions | center | 4 | 4 | |||
Physician Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 2,100,000 | $ 2,100,000 | |||
Increase in goodwill | $ 166,400 | ||||
Physician Services [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of business acquisitions | physician_practice | 6 | 4 | |||
Joint Venture [Member] | Ambulatory Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number Of Consolidated Entities Contributed To Joint Venture | center | 1 |
Goodwill And Intangible Asset49
Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning of period | $ 3,970,210 |
Goodwill acquired, including post acquisition adjustments | 207,333 |
Goodwill disposed, including impact of deconsolidation transactions | (2,535) |
Balance, end of period | $ 4,175,008 |
Goodwill And Intangible Asset50
Goodwill And Intangible Assets (Summary Of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | $ 236,995 | $ 236,995 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,588,743 | 1,462,706 |
Accumulated Amortization | (146,463) | (105,064) |
Net | 1,442,280 | 1,357,642 |
Total intangible assets, gross carrying amount | 1,825,738 | 1,699,701 |
Accumulated Amortization | (146,463) | (105,064) |
Total intangible assets, net | 1,679,275 | 1,594,637 |
Trade name [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | 228,000 | 228,000 |
Restrictive covenant arrangements [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable intangible assets | 8,995 | 8,995 |
Customer relationships with hospitals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,494,790 | 1,379,977 |
Accumulated Amortization | (109,444) | (74,490) |
Net | 1,385,346 | 1,305,487 |
Accumulated Amortization | (109,444) | (74,490) |
Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 81,595 | 71,462 |
Accumulated Amortization | (33,500) | (28,125) |
Net | 48,095 | 43,337 |
Accumulated Amortization | (33,500) | (28,125) |
Agreements, contracts, and other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,358 | 11,267 |
Accumulated Amortization | (3,519) | (2,449) |
Net | 8,839 | 8,818 |
Accumulated Amortization | $ (3,519) | $ (2,449) |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Accrued professional liabilities | $ 14,541 | $ 14,362 |
Contingent purchase price payable | 1,000 | 5,509 |
Current income taxes payable | 0 | 7,892 |
Refunds payable | 29,626 | 48,415 |
Other | 47,404 | 43,059 |
Total other accrued liabilities | $ 92,571 | $ 119,237 |
Accrued Professional Liabilit52
Accrued Professional Liabilities - Components of Reserves (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Estimated losses under self-insured programs | $ 32,652 | $ 30,748 |
Incurred but not reported losses | 35,955 | 36,166 |
Total accrued professional liabilities | 68,607 | 66,914 |
Less estimated losses payable within one year | 14,541 | 14,362 |
Total | $ 54,066 | $ 52,552 |
Accrued Professional Liabilit53
Accrued Professional Liabilities - Rollforward of Reserves (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Self Insurance Reserve [Roll Forward] | |
Balance at December 31, 2015 | $ 66,914 |
Assumed liabilities through acquisitions | 1,862 |
Provision related to current period reserves | 10,037 |
Payments for current period reserves | (39) |
Benefit related to changes in prior period reserves | (249) |
Payments for prior period reserves | (6,307) |
Other, net including post-acquisition adjustments | (3,611) |
Balance at June 30, 2016 | $ 68,607 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Thousands | Jul. 16, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Oct. 21, 2015 | Nov. 20, 2012 |
Revolving Credit Facility [Member] | |||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||
Long-term Debt | $ 400,000 | $ 175,000 | |||
Term Loan and Credit Facility | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 100,000 | ||||
Senior Secured Credit Facility - Term Loan [Member] | |||||
Term Loan and Credit Facility | |||||
Borrowing capacity of new revolving credit agreement | $ 870,000 | ||||
Quarterly principal payment as a percent of face amount | 0.25% | ||||
Annual principal payment | $ 8,700 | ||||
Senior Secured Credit Facility - Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 2.00% | ||||
Senior Secured Credit Facility - Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 1.75% | ||||
Senior Secured Credit Facility - Term Loan [Member] | LIBOR [Member] | |||||
Term Loan and Credit Facility | |||||
Floor rate | 0.75% | ||||
Current variable rate | 3.50% | ||||
Senior Secured Credit Facility - Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 3.00% | ||||
Senior Secured Credit Facility - Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 2.75% | ||||
Revolving Credit Facility [Member] | |||||
Term Loan and Credit Facility | |||||
Borrowing capacity of new revolving credit agreement | $ 500,000 | $ 500,000 | |||
Increase to borrowing capacity from exercise of accordion feature | $ 200,000 | ||||
Unused capacity commitment fee, percentage | 0.375% | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 2.00% | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 1.75% | ||||
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 3.00% | ||||
Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||
Term Loan and Credit Facility | |||||
Basis spread | 2.75% | ||||
Fixed Interest Rate [Member] | |||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||
Long-term Debt | $ 1,391,100 | ||||
Long-term Debt, Fair Value | 1,438,200 | ||||
Variable Interest Rate [Member] | |||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||
Long-term Debt, Fair Value | 1,253,600 | ||||
5.625% Senior Unsecured Notes due 2020 [Member] | Senior Notes [Member] | |||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||
Long-term Debt | 250,000 | 250,000 | |||
Senior Unsecured Debt | |||||
Face amount | $ 250,000 | ||||
Interest rate | 5.625% | ||||
Senior Secured Debt | |||||
Face amount | $ 250,000 | ||||
Interest rate | 5.625% | ||||
5.625% Senior Unsecured Notes due 2022 [Member] | Senior Notes [Member] | |||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||
Long-term Debt | $ 1,100,000 | $ 1,100,000 | |||
Senior Unsecured Debt | |||||
Face amount | $ 1,100,000 | ||||
Interest rate | 5.625% | ||||
Redeemable principal percentage | 35.00% | ||||
Senior Secured Debt | |||||
Face amount | $ 1,100,000 | ||||
Interest rate | 5.625% | ||||
5.625% Senior Unsecured Notes due 2022 [Member] | Period Prior to July 15, 2017 [Member] | Senior Notes [Member] | |||||
Senior Unsecured Debt | |||||
Redemption price as percent of the principal amount | 105.625% |
Long-Term Debt (Components Of L
Long-Term Debt (Components Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Other debt due through 2025 | $ 23,920 | $ 24,944 |
Capitalized lease arrangements due through 2026 | 18,202 | 18,613 |
Long-term debt and capitalized lease arrangements | 2,644,722 | 2,425,507 |
Less current portion | 20,772 | 20,377 |
Deferred Finance Costs, Noncurrent, Net | 42,907 | 47,174 |
Long-term debt | 2,581,043 | 2,357,956 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 400,000 | 175,000 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 852,600 | 856,950 |
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 | $ 1,100,000 |
Long-Term Debt (Redemption Pric
Long-Term Debt (Redemption Price) (Details) - Senior Notes [Member] | 6 Months Ended |
Jun. 30, 2016 | |
2015 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | |
Redemption price as percent of the principal amount | 104.219% |
2016 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | |
Redemption price as percent of the principal amount | 102.813% |
2017 [Member] | 5.625% Senior Unsecured Notes due 2020 [Member] | |
Redemption price as percent of the principal amount | 101.406% |
2017 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | |
Redemption price as percent of the principal amount | 104.219% |
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 | 102.813% |
2019 [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | |
Redemption price as percent of the principal amount | 101.406% |
2020 and thereafter [Member] | 5.625% Senior Unsecured Notes due 2022 [Member] | |
Redemption price as percent of the principal amount | 100.00% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Other Long-Term Liabilities [Abstract] | ||
Accrued professional liabilities | $ 54,066 | $ 52,552 |
Deferred Rent | 27,330 | 18,958 |
Tax-effected unrecognized benefits | 3,426 | 3,426 |
Other | 34,656 | 21,247 |
Other long-term liabilities | $ 119,478 | $ 96,183 |
Shareholder's Equity (Narrative
Shareholder's Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / shares | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / shares | Jun. 30, 2016USD ($)installment$ / sharesshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014shares | |
Common Stock: | ||||||||
Repurchase of common stock, shares | 77,780 | 67,000 | ||||||
Repurchase of common stock | $ | $ 5,700 | $ 3,700 | ||||||
Mandatory Convertible Preferred Stock | ||||||||
Preferred stock dividends | $ | $ (2,264) | $ (2,300) | $ (2,264) | $ (2,300) | $ (4,528) | $ (4,528) | ||
Preferred Stock, Shares Outstanding | 1,725,000 | 1,725,000 | 1,725,000 | |||||
Stock Incentive Plans: | ||||||||
Number of shares authorized for grant under share incentive plan | 3,200,000 | 3,200,000 | 1,200,000 | |||||
Shares available for future grants/issuance under stock incentive plan | 2,396,435 | 2,396,435 | ||||||
Unrecognized compensation cost on non vested awards | $ | $ 45,600 | $ 45,600 | ||||||
Weighted average period | 1 year 2 months | |||||||
Number of units granted | 586,791 | |||||||
Grant date value of common stock | $ / shares | $ 74 | |||||||
Stock Options [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Options term | 10 years | |||||||
Employees [Member] | Restricted Stock [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Number of installments in restricted stock granted. | installment | 3 | |||||||
Mandatory Convertible Preferred Stock [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Number of anti-dilutive options | 3,100,000 | 3,100,000 | ||||||
Stock Options [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Number of anti-dilutive options | 0 | 0 | 0 | 0 | ||||
Common Stock [Member] | ||||||||
Issuance of stock (in shares) | 5,835,000 | |||||||
Issuance of stock, price per share | $ / shares | $ 80 | |||||||
Stock offering expenses | $ | $ 19,100 | |||||||
Mandatory Convertible Preferred Stock [Member] | ||||||||
Mandatory Convertible Preferred Stock | ||||||||
Dividend rate | 5.25% | |||||||
Initial liquidation preference (usd per share) | $ / shares | $ 100 | $ 100 | ||||||
Consecutive trading day | 20 days | |||||||
Dividends declared (usd per share) | $ / shares | $ 1.3125 | $ 1.3125 | $ 1.3125 | $ 1.3125 | ||||
Minimum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||
Mandatory Convertible Preferred Stock | ||||||||
Conversion rate | 1.8141 | 1.8141 | ||||||
Maximum [Member] | Mandatory Convertible Preferred Stock [Member] | ||||||||
Mandatory Convertible Preferred Stock | ||||||||
Conversion rate | 2.2222 | 2.2222 | ||||||
Performance-based Restricted Stock Units [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||
Number of units granted | 74,752 | |||||||
Grant date value of common stock | $ / shares | $ 74.09 | |||||||
Performance goal period for vesting | 1 year | |||||||
Projected vesting percentage | 150.00% | |||||||
Performance-based Restricted Stock Units [Member] | Minimum [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Projected vesting percentage | 0.00% | |||||||
Performance-based Restricted Stock Units [Member] | Maximum [Member] | ||||||||
Stock Incentive Plans: | ||||||||
Projected vesting percentage | 150.00% |
Shareholders' Equity (Share-Bas
Shareholders' Equity (Share-Based Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity [Abstract] | ||||
Share-based compensation expense | $ 7,900 | $ 3,883 | $ 15,068 | $ 7,592 |
Fair value of shares vested | 1,282 | 1,746 | 18,243 | 13,220 |
Cash received from option exercises | 174 | 334 | 450 | 2,080 |
Tax benefit from exercises of share-based awards | $ 129 | $ 216 | $ 3,734 | $ 3,533 |
Shareholders Equity (Schedule O
Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
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 | shares | 734,101 |
Shares granted, Number of Shares | shares | 586,791 |
Shares vested, Number of Shares | shares | (249,421) |
Shares forfeited, Number of Shares | shares | (5,407) |
Non-vested shares at end of period, Number of Shares | shares | 1,066,064 |
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 | $ / shares | $ 44.73 |
Shares granted, Weighted Average Grant Price | $ / shares | 74 |
Shares vested, Weighted Average Grant Price | $ / shares | 38.61 |
Shares forfeited, Weighted Average Grant Price | $ / shares | 55.40 |
Non-vested shares at end of period, Weighted Average Grant Price | $ / shares | $ 62.22 |
Shareholder's Equity (Schedule
Shareholder's Equity (Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period, Number of Shares | 33,751 | |
Options exercised, Number of Shares | (19,718) | |
Options terminated, Number of Shares | (4,200) | |
Outstanding at end of period, Number of Shares | 9,833 | 33,751 |
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 | $ 22.98 | |
Options exercised, Weighted Average Exercise Price | 22.84 | |
Options terminated, Weighted Average Exercise Price | 21.07 | |
Outstanding at end of period, Weighted Average Exercise Price | $ 24.09 | $ 22.98 |
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) | 180 days | 1 year 36 days |
Outstanding at end of period, Weighted Average Remaining Contractual Life (in years) | 180 days | 1 year 36 days |
Shareholder's Equity (Schedul62
Shareholder's Equity (Schedule of Stock Option Activity-Additional) (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Equity [Abstract] | |
Total intrinsic value with options exercised | $ 1 |
Aggregate intrinsic value of options outstanding | 0.5 |
Total intrinsic value of options vested or expected to vest | $ 0.5 |
Vested or expected to vest at end of period, Number of Shares | shares | 9,833 |
Vested or expected to vest at end of period, weighted average exercise price | $ / shares | $ 24.09 |
Vested or expected to vest at end of period, Weighted Average Remaining Contractual Life (in years) | 180 days |
Total Intrinsic value of options exercisable | $ 0.5 |
Exercisable at end of period, Number of Shares | shares | 9,833 |
Exercisable at end of period, Weighted Average Exercise Price | $ / shares | $ 24.09 |
Exercisable at end of period, Weighted Average Remaining Contractual Life (in years) | 180 days |
Shareholder's Equity (Schedul63
Shareholder's Equity (Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Convertible Preferred Dividends, Net of Tax | $ 2,264 | $ 4,528 | ||
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (Numerator) | $ 43,805 | $ 31,411 | $ 72,404 | $ 50,185 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. common shareholders (basic), shares (Denominator) | 53,739 | 47,678 | 53,702 | 47,625 |
Earnings Per Share, Basic | $ 0.82 | $ 0.66 | $ 1.35 | $ 1.05 |
Effect of dilutive securities, options and non-vested shares | 3,588 | 421 | 3,527 | 377 |
Net Income (Loss) Attributable to Parent, Diluted | $ 46,069 | $ 31,411 | $ 76,932 | $ 50,185 |
Net earnings (loss) from continuing operations attributable to AmSurg Corp. (diluted), shares (Denominator) | 57,327 | 48,099 | 57,229 | 48,002 |
Earnings Per Share, Diluted | $ 0.80 | $ 0.65 | $ 1.34 | $ 1.05 |
Mandatory Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive shares | 3,100 | 3,100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax paid, net of refunds | $ 45,726 | $ 7,772 |
Commitments and Contingencies (
Commitments and Contingencies (Details) ft² in Thousands, $ in Millions | Jan. 16, 2015USD ($)ft² | Mar. 31, 2017ft² | Sep. 30, 2016ft² | Jun. 15, 2016USD ($) |
Schedule Of Operating Leases Square Footage [Line Items] | ||||
Lease square footage | ft² | 222 | |||
Annual rent expense | $ 2.9 | |||
Scenario, Forecast [Member] | ||||
Schedule Of Operating Leases Square Footage [Line Items] | ||||
Lease square footage | ft² | 55 | 167 | ||
Merger of AmSurg and Envision into New Amethyst [Member] | ||||
Schedule Of Operating Leases Square Footage [Line Items] | ||||
Potential merger termination fee | $ 180 | |||
Potential merger termination reimbursement of expenses | $ 15 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 758,499 | $ 641,950 | $ 1,483,177 | $ 1,212,395 |
Adjusted EBITDA | 149,243 | 127,972 | 269,343 | 221,727 |
Earnings from continuing operations attributable to noncontrolling interests | 57,050 | 57,072 | 110,891 | 104,789 |
Interest expense, net | (31,913) | (30,182) | (62,723) | (60,429) |
Depreciation and amortization | (30,054) | (23,612) | (59,126) | (46,430) |
Share-based compensation | (7,900) | (3,883) | (15,068) | (7,592) |
Net change in fair value of contingent consideration | 2,598 | (6,410) | 2,598 | (6,410) |
Transaction costs | (5,135) | (1,982) | (6,525) | (3,453) |
Deconsolidation And Disposals, Gain (Loss), Amount | 2,595 | (3,035) | 2,595 | (3,258) |
Earnings before income taxes | 136,484 | 115,940 | 241,985 | 198,944 |
Acquisition and Capital Expenditures | 300,050 | 87,336 | 318,731 | 228,697 |
Ambulatory Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 319,747 | 310,991 | 626,881 | 594,901 |
Adjusted EBITDA | 61,746 | 60,304 | 115,372 | 107,612 |
Acquisition and Capital Expenditures | 35,031 | 64,514 | 43,401 | 118,610 |
Physician Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 438,752 | 330,959 | 856,296 | 617,494 |
Adjusted EBITDA | 87,497 | 67,668 | 153,971 | 114,115 |
Net change in fair value of contingent consideration | 2,600 | |||
Acquisition and Capital Expenditures | $ 265,019 | $ 22,822 | $ 275,330 | $ 110,087 |
Financial Information for the67
Financial Information for the Company and Its Subsidiaries (Balance Sheets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 74,105 | $ 106,660 | $ 126,289 | $ 208,079 |
Restricted cash and marketable securities | 12,794 | 13,506 | ||
Accounts receivable, net | 375,352 | 337,330 | ||
Supplies inventory | 21,980 | 21,406 | ||
Prepaid and other current assets | 74,565 | 75,771 | ||
Total current assets | 558,796 | 554,673 | ||
Property and equipment, net | 204,922 | 189,168 | ||
Investments in and receivables from unconsolidated affiliates | 179,056 | 169,170 | ||
Goodwill | 4,175,008 | 3,970,210 | ||
Intangible assets, net | 1,679,275 | 1,594,637 | ||
Other assets | 46,263 | 21,450 | ||
Total assets | 6,843,320 | 6,499,308 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 20,772 | 20,377 | ||
Accounts payable | 30,721 | 32,561 | ||
Accrued salaries and benefits | 186,908 | 202,537 | ||
Accrued interest | 30,400 | 30,480 | ||
Other accrued liabilities | 92,571 | 119,237 | ||
Total current liabilities | 361,372 | 405,192 | ||
Long-term debt | 2,581,043 | 2,357,956 | ||
Deferred income taxes | 743,447 | 699,498 | ||
Other long-term liabilities | 119,478 | 96,183 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 177,845 | 175,732 | ||
Equity: | ||||
Total AmSurg Corp. equity | 2,377,278 | 2,293,463 | ||
Noncontrolling interests – non-redeemable | 482,857 | 471,284 | ||
Total equity | 2,860,135 | 2,764,747 | ||
Total liabilities and equity | 6,843,320 | 6,499,308 | ||
Consolidation, Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash and marketable securities | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | (21,312) | (8,076) | ||
Total current assets | (21,312) | (8,076) | ||
Property and equipment, net | 0 | 0 | ||
Investments in and receivables from unconsolidated affiliates | (6,848,343) | (6,507,128) | ||
Goodwill | 2,051,941 | 2,013,469 | ||
Intangible assets, net | 0 | 0 | ||
Other assets | (1,999) | (1,998) | ||
Total assets | (4,819,713) | (4,503,733) | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | (3,561) | (3,852) | ||
Accrued salaries and benefits | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | (17,751) | (4,224) | ||
Total current liabilities | (21,312) | (8,076) | ||
Long-term debt | (26,054) | (23,396) | ||
Deferred income taxes | (1,998) | (1,998) | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany payable | (1,228,157) | (1,228,157) | ||
Noncontrolling interests – redeemable | 116,959 | 112,672 | ||
Equity: | ||||
Total AmSurg Corp. equity | (4,092,881) | (3,778,478) | ||
Noncontrolling interests – non-redeemable | 433,730 | 423,700 | ||
Total equity | (3,659,151) | (3,354,778) | ||
Total liabilities and equity | (4,819,713) | (4,503,733) | ||
Parent Company [Member] | ||||
Assets | ||||
Cash and cash equivalents | 4,591 | 20,437 | 43,658 | 134,351 |
Restricted cash and marketable securities | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | 45,542 | 28,739 | ||
Total current assets | 50,133 | 49,176 | ||
Property and equipment, net | 11,877 | 12,515 | ||
Investments in and receivables from unconsolidated affiliates | 5,219,975 | 4,901,026 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 13,037 | 12,780 | ||
Other assets | 7,186 | 4,653 | ||
Total assets | 5,302,208 | 4,980,150 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 8,700 | 8,700 | ||
Accounts payable | 3,073 | 2,816 | ||
Accrued salaries and benefits | 29,533 | 31,510 | ||
Accrued interest | 30,386 | 30,463 | ||
Other accrued liabilities | 5,171 | 13,962 | ||
Total current liabilities | 76,863 | 87,451 | ||
Long-term debt | 2,550,996 | 2,326,103 | ||
Deferred income taxes | 288,503 | 268,573 | ||
Other long-term liabilities | 8,568 | 4,560 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total AmSurg Corp. equity | 2,377,278 | 2,293,463 | ||
Noncontrolling interests – non-redeemable | 0 | 0 | ||
Total equity | 2,377,278 | 2,293,463 | ||
Total liabilities and equity | 5,302,208 | 4,980,150 | ||
Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 16,215 | 27,507 | 27,112 | 23,471 |
Restricted cash and marketable securities | 0 | 0 | ||
Accounts receivable, net | 258,863 | 223,434 | ||
Supplies inventory | 0 | 0 | ||
Prepaid and other current assets | 24,074 | 39,046 | ||
Total current assets | 299,152 | 289,987 | ||
Property and equipment, net | 27,822 | 14,601 | ||
Investments in and receivables from unconsolidated affiliates | 1,807,424 | 1,775,272 | ||
Goodwill | 2,123,067 | 1,956,741 | ||
Intangible assets, net | 1,664,313 | 1,579,537 | ||
Other assets | 20,825 | 1,717 | ||
Total assets | 5,942,603 | 5,617,855 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 20 | 0 | ||
Accounts payable | 1,640 | 3,760 | ||
Accrued salaries and benefits | 140,149 | 158,705 | ||
Accrued interest | 0 | 0 | ||
Other accrued liabilities | 69,166 | 76,590 | ||
Total current liabilities | 210,975 | 239,055 | ||
Long-term debt | 36 | 0 | ||
Deferred income taxes | 456,942 | 432,923 | ||
Other long-term liabilities | 76,144 | 71,509 | ||
Intercompany payable | 1,228,157 | 1,228,157 | ||
Noncontrolling interests – redeemable | 0 | 0 | ||
Equity: | ||||
Total AmSurg Corp. equity | 3,967,431 | 3,646,211 | ||
Noncontrolling interests – non-redeemable | 2,918 | 0 | ||
Total equity | 3,970,349 | 3,646,211 | ||
Total liabilities and equity | 5,942,603 | 5,617,855 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 53,299 | 58,716 | $ 55,519 | $ 50,257 |
Restricted cash and marketable securities | 12,794 | 13,506 | ||
Accounts receivable, net | 116,489 | 113,896 | ||
Supplies inventory | 21,980 | 21,406 | ||
Prepaid and other current assets | 26,261 | 16,062 | ||
Total current assets | 230,823 | 223,586 | ||
Property and equipment, net | 165,223 | 162,052 | ||
Investments in and receivables from unconsolidated affiliates | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 1,925 | 2,320 | ||
Other assets | 20,251 | 17,078 | ||
Total assets | 418,222 | 405,036 | ||
Liabilities and Equity | ||||
Current portion of long-term debt | 12,052 | 11,677 | ||
Accounts payable | 29,569 | 29,837 | ||
Accrued salaries and benefits | 17,226 | 12,322 | ||
Accrued interest | 14 | 17 | ||
Other accrued liabilities | 35,985 | 32,909 | ||
Total current liabilities | 94,846 | 86,762 | ||
Long-term debt | 56,065 | 55,249 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 34,766 | 20,114 | ||
Intercompany payable | 0 | 0 | ||
Noncontrolling interests – redeemable | 60,886 | 63,060 | ||
Equity: | ||||
Total AmSurg Corp. equity | 125,450 | 132,267 | ||
Noncontrolling interests – non-redeemable | 46,209 | 47,584 | ||
Total equity | 171,659 | 179,851 | ||
Total liabilities and equity | $ 418,222 | $ 405,036 |
Financial Information for the68
Financial Information for the Company and Its Subsidiaries (Income Statements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Net revenue | $ 758,499 | $ 641,950 | $ 1,483,177 | $ 1,212,395 | ||
Operating expenses: | ||||||
Salaries and benefits | 404,011 | 320,396 | 813,850 | 622,575 | ||
Supply cost | 49,703 | 45,790 | 96,666 | 88,374 | ||
Other operating expenses | 111,145 | 105,002 | 218,827 | 195,572 | ||
Transaction costs | 5,135 | 1,982 | 6,525 | 3,453 | ||
Depreciation and amortization | 30,054 | 23,612 | 59,126 | 46,430 | ||
Total operating expenses | 600,048 | 496,782 | 1,194,994 | 956,404 | ||
Net gain (loss) on disposals and deconsolidations | 2,595 | (3,035) | 2,595 | (3,258) | ||
Equity in earnings of unconsolidated affiliates | 7,351 | 3,989 | 13,930 | 6,640 | ||
Operating income | 168,397 | 146,122 | 304,708 | 259,373 | ||
Interest expense (income), net | 31,913 | 30,182 | 62,723 | 60,429 | ||
Earnings before income taxes | 136,484 | 115,940 | 241,985 | 198,944 | ||
Income tax expense | 33,365 | 25,193 | 54,162 | 39,442 | ||
Net earnings | 103,119 | 90,747 | 187,823 | 159,502 | ||
Less net earnings attributable to noncontrolling interests | 57,050 | 57,072 | 110,891 | 104,789 | ||
Net earnings attributable to AmSurg Corp. shareholders | 46,069 | 33,675 | 76,932 | 54,713 | ||
Preferred stock dividends | (2,264) | $ (2,300) | (2,264) | $ (2,300) | (4,528) | (4,528) |
Net earnings attributable to AmSurg Corp. common shareholders | 43,805 | 31,411 | 72,404 | 50,185 | ||
Consolidation, Eliminations [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net revenue | (10,290) | (9,488) | (20,598) | (18,342) | ||
Operating expenses: | ||||||
Salaries and benefits | (135) | (124) | (268) | (252) | ||
Supply cost | (20) | (34) | (33) | (34) | ||
Other operating expenses | (10,135) | (9,330) | (20,297) | (18,056) | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
Total operating expenses | (10,290) | (9,488) | (20,598) | (18,342) | ||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | 188 | ||
Equity in earnings of unconsolidated affiliates | (149,288) | (137,455) | (277,187) | (249,774) | ||
Operating income | (149,288) | (137,455) | (277,187) | (249,586) | ||
Interest expense (income), net | 0 | 0 | 0 | 0 | ||
Earnings before income taxes | (149,288) | (137,455) | (277,187) | (249,586) | ||
Income tax expense | 0 | 0 | 0 | 0 | ||
Net earnings | (149,288) | (137,455) | (277,187) | (249,586) | ||
Less net earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Net earnings attributable to AmSurg Corp. shareholders | (149,288) | (137,455) | (277,187) | (249,586) | ||
Preferred stock dividends | 0 | 0 | 0 | 0 | ||
Net earnings attributable to AmSurg Corp. common shareholders | (149,288) | (137,455) | (277,187) | (249,586) | ||
Parent Company [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net revenue | 7,700 | 7,079 | 16,244 | 14,170 | ||
Operating expenses: | ||||||
Salaries and benefits | 22,246 | 15,511 | 46,341 | 33,154 | ||
Supply cost | 0 | 0 | 0 | 0 | ||
Other operating expenses | 6,034 | 5,783 | 13,652 | 12,417 | ||
Transaction costs | 2,099 | 324 | 2,276 | 592 | ||
Depreciation and amortization | 1,103 | 1,056 | 2,175 | 1,890 | ||
Total operating expenses | 31,482 | 22,674 | 64,444 | 48,053 | ||
Net gain (loss) on disposals and deconsolidations | 0 | 0 | 0 | (188) | ||
Equity in earnings of unconsolidated affiliates | 87,700 | 76,931 | 156,742 | 137,318 | ||
Operating income | 63,918 | 61,336 | 108,542 | 103,247 | ||
Interest expense (income), net | (4,215) | 11,978 | (7,034) | 23,864 | ||
Earnings before income taxes | 68,133 | 49,358 | 115,576 | 79,383 | ||
Income tax expense | 22,064 | 15,683 | 38,644 | 24,670 | ||
Net earnings | 46,069 | 33,675 | 76,932 | 54,713 | ||
Less net earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Net earnings attributable to AmSurg Corp. shareholders | 46,069 | 33,675 | 76,932 | 54,713 | ||
Preferred stock dividends | (2,264) | (2,264) | (4,528) | (4,528) | ||
Net earnings attributable to AmSurg Corp. common shareholders | 43,805 | 31,411 | 72,404 | 50,185 | ||
Guarantor Subsidiaries [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net revenue | 437,042 | 329,579 | 852,872 | 615,158 | ||
Operating expenses: | ||||||
Salaries and benefits | 305,173 | 228,618 | 614,753 | 440,219 | ||
Supply cost | 1,145 | 489 | 2,152 | 885 | ||
Other operating expenses | 44,213 | 42,099 | 87,552 | 71,710 | ||
Transaction costs | 3,036 | 1,658 | 4,249 | 2,861 | ||
Depreciation and amortization | 21,192 | 14,617 | 41,528 | 28,924 | ||
Total operating expenses | 374,759 | 287,481 | 750,234 | 544,599 | ||
Net gain (loss) on disposals and deconsolidations | 2,857 | (3,035) | 2,857 | (3,223) | ||
Equity in earnings of unconsolidated affiliates | 68,939 | 64,513 | 134,375 | 119,096 | ||
Operating income | 134,079 | 103,576 | 239,870 | 186,432 | ||
Interest expense (income), net | 35,528 | 17,624 | 68,504 | 35,378 | ||
Earnings before income taxes | 98,551 | 85,952 | 171,366 | 151,054 | ||
Income tax expense | 10,858 | 9,021 | 14,632 | 13,924 | ||
Net earnings | 87,693 | 76,931 | 156,734 | 137,130 | ||
Less net earnings attributable to noncontrolling interests | (7) | 0 | (7) | 0 | ||
Net earnings attributable to AmSurg Corp. shareholders | 87,700 | 76,931 | 156,741 | 137,130 | ||
Preferred stock dividends | 0 | 0 | 0 | 0 | ||
Net earnings attributable to AmSurg Corp. common shareholders | 87,700 | 76,931 | 156,741 | 137,130 | ||
Non-Guarantor Subsidiaries [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net revenue | 324,047 | 314,780 | 634,659 | 601,409 | ||
Operating expenses: | ||||||
Salaries and benefits | 76,727 | 76,391 | 153,024 | 149,454 | ||
Supply cost | 48,578 | 45,335 | 94,547 | 87,523 | ||
Other operating expenses | 71,033 | 66,450 | 137,920 | 129,501 | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 7,759 | 7,939 | 15,423 | 15,616 | ||
Total operating expenses | 204,097 | 196,115 | 400,914 | 382,094 | ||
Net gain (loss) on disposals and deconsolidations | (262) | 0 | (262) | (35) | ||
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 | ||
Operating income | 119,688 | 118,665 | 233,483 | 219,280 | ||
Interest expense (income), net | 600 | 580 | 1,253 | 1,187 | ||
Earnings before income taxes | 119,088 | 118,085 | 232,230 | 218,093 | ||
Income tax expense | 443 | 489 | 886 | 848 | ||
Net earnings | 118,645 | 117,596 | 231,344 | 217,245 | ||
Less net earnings attributable to noncontrolling interests | 57,057 | 57,072 | 110,898 | 104,789 | ||
Net earnings attributable to AmSurg Corp. shareholders | 61,588 | 60,524 | 120,446 | 112,456 | ||
Preferred stock dividends | 0 | 0 | 0 | 0 | ||
Net earnings attributable to AmSurg Corp. common shareholders | $ 61,588 | $ 60,524 | $ 120,446 | $ 112,456 |
Financial Information for the69
Financial Information for the Company and Its Subsidiaries (Cash Flow Statements) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net cash flows provided by operating activities | $ 195,105 | $ 251,395 |
Cash flows from investing activities: | ||
Acquisitions and related expenses | (281,113) | (196,032) |
Acquisition of property and equipment | (37,618) | (32,665) |
Proceeds from sale of interests in surgery centers | 25 | 0 |
Purchases of marketable securities | (498) | (1,245) |
Maturities of marketable securities | 2,738 | 2,988 |
Other | (8,749) | (1,987) |
Net cash flows used in investing activities | (325,215) | (228,941) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 317,151 | 7,795 |
Repayment on long-term borrowings and revolving credit facility | (98,763) | (10,288) |
Distributions to owners, including noncontrolling interests | (115,589) | (101,033) |
Capital contributions | 0 | 0 |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other, net | (5,244) | (718) |
Net cash flows provided by (used in) financing activities | 97,555 | (104,244) |
Net decrease in cash and cash equivalents | (32,555) | (81,790) |
Cash and cash equivalents, beginning of period | 106,660 | 208,079 |
Cash and cash equivalents, end of period | 74,105 | 126,289 |
Consolidation, Eliminations [Member] | ||
Cash flows from operating activities: | ||
Net cash flows provided by operating activities | (230,713) | (126,382) |
Cash flows from investing activities: | ||
Acquisitions and related expenses | 268,155 | 53,538 |
Acquisition of property and equipment | 0 | 0 |
Proceeds from sale of interests in surgery centers | 0 | |
Purchases of marketable securities | 0 | 0 |
Maturities of marketable securities | 0 | 0 |
Other | 0 | 0 |
Net cash flows used in investing activities | 268,155 | 53,538 |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 0 | 0 |
Repayment on long-term borrowings and revolving credit facility | 0 | 0 |
Distributions to owners, including noncontrolling interests | 230,713 | 126,382 |
Capital contributions | (265,258) | (51,852) |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other, net | (2,897) | (1,686) |
Net cash flows provided by (used in) financing activities | (37,442) | 72,844 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent Company [Member] | ||
Cash flows from operating activities: | ||
Net cash flows provided by operating activities | 39,294 | (27,553) |
Cash flows from investing activities: | ||
Acquisitions and related expenses | (265,258) | (51,852) |
Acquisition of property and equipment | (1,676) | (4,490) |
Proceeds from sale of interests in surgery centers | 0 | |
Purchases of marketable securities | 0 | 0 |
Maturities of marketable securities | 0 | 0 |
Other | 0 | 0 |
Net cash flows used in investing activities | (266,934) | (56,342) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 313,000 | 0 |
Repayment on long-term borrowings and revolving credit facility | (92,350) | (4,350) |
Distributions to owners, including noncontrolling interests | 0 | 0 |
Capital contributions | 0 | 0 |
Changes in intercompany balances with affiliates, net | (2,657) | 444 |
Other, net | (6,199) | (2,892) |
Net cash flows provided by (used in) financing activities | 211,794 | (6,798) |
Net decrease in cash and cash equivalents | (15,846) | (90,693) |
Cash and cash equivalents, beginning of period | 20,437 | 134,351 |
Cash and cash equivalents, end of period | 4,591 | 43,658 |
Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net cash flows provided by operating activities | 131,227 | 172,907 |
Cash flows from investing activities: | ||
Acquisitions and related expenses | (284,010) | (197,718) |
Acquisition of property and equipment | (19,916) | (9,424) |
Proceeds from sale of interests in surgery centers | 25 | |
Purchases of marketable securities | 0 | 0 |
Maturities of marketable securities | 0 | 0 |
Other | (4,057) | (1,441) |
Net cash flows used in investing activities | (307,958) | (208,583) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 0 | 0 |
Repayment on long-term borrowings and revolving credit facility | (9) | 0 |
Distributions to owners, including noncontrolling interests | (102,330) | (15,108) |
Capital contributions | 265,258 | 51,852 |
Changes in intercompany balances with affiliates, net | 0 | 0 |
Other, net | 2,520 | 2,573 |
Net cash flows provided by (used in) financing activities | 165,439 | 39,317 |
Net decrease in cash and cash equivalents | (11,292) | 3,641 |
Cash and cash equivalents, beginning of period | 27,507 | 23,471 |
Cash and cash equivalents, end of period | 16,215 | 27,112 |
Non-Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net cash flows provided by operating activities | 255,297 | 232,423 |
Cash flows from investing activities: | ||
Acquisitions and related expenses | 0 | 0 |
Acquisition of property and equipment | (16,026) | (18,751) |
Proceeds from sale of interests in surgery centers | 0 | |
Purchases of marketable securities | (498) | (1,245) |
Maturities of marketable securities | 2,738 | 2,988 |
Other | (4,692) | (546) |
Net cash flows used in investing activities | (18,478) | (17,554) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings and revolving credit facility | 4,151 | 7,795 |
Repayment on long-term borrowings and revolving credit facility | (6,404) | (5,938) |
Distributions to owners, including noncontrolling interests | (243,972) | (212,307) |
Capital contributions | 0 | 0 |
Changes in intercompany balances with affiliates, net | 2,657 | (444) |
Other, net | 1,332 | 1,287 |
Net cash flows provided by (used in) financing activities | (242,236) | (209,607) |
Net decrease in cash and cash equivalents | (5,417) | 5,262 |
Cash and cash equivalents, beginning of period | 58,716 | 50,257 |
Cash and cash equivalents, end of period | $ 53,299 | $ 55,519 |