Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 17, 2015 | Jun. 30, 2014 |
Document Information [Line Items] | |||
Entity Registrant Name | HEALTHSOUTH CORP | ||
Entity Central Index Key | 785161 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 87,488,636 | ||
Entity Public Float | $3.10 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net operating revenues | $2,405.90 | $2,273.20 | $2,161.90 |
Less: Provision for doubtful accounts | -31.6 | -26 | -27 |
Net operating revenues less provision for doubtful accounts | 2,374.30 | 2,247.20 | 2,134.90 |
Operating expenses: | |||
Salaries and benefits | 1,161.70 | 1,089.70 | 1,050.20 |
Other operating expenses | 351.6 | 323 | 303.8 |
Occupancy costs | 41.6 | 47 | 48.6 |
Supplies | 111.9 | 105.4 | 102.4 |
General and administrative expenses | 124.8 | 119.1 | 117.9 |
Depreciation and amortization | 107.7 | 94.7 | 82.5 |
Government, class action, and related settlements | -1.7 | -23.5 | -3.5 |
Professional fees-accounting, tax, and legal | 9.3 | 9.5 | 16.1 |
Total operating expenses | 1,906.90 | 1,764.90 | 1,718 |
Loss on early extinguishment of debt | 13.2 | 2.4 | 4 |
Interest expense and amortization of debt discounts and fees | 109.2 | 100.4 | 94.1 |
Other income | -31.2 | -4.5 | -8.5 |
Equity in net income of nonconsolidated affiliates | -10.7 | -11.2 | -12.7 |
Income from continuing operations before income tax expense | 386.9 | 395.2 | 340 |
Provision for income tax expense | 110.7 | 12.7 | 108.6 |
Income from continuing operations | 276.2 | 382.5 | 231.4 |
Income (loss) from discontinued operations, net of tax | 5.5 | -1.1 | 4.5 |
Net income | 281.7 | 381.4 | 235.9 |
Less: Net income attributable to noncontrolling interests | -59.7 | -57.8 | -50.9 |
Net income attributable to HealthSouth | 222 | 323.6 | 185 |
Less: Convertible perpetual preferred stock dividends | -6.3 | -21 | -23.9 |
Less: Repurchase of convertible perpetual preferred stock | 0 | -71.6 | -0.8 |
Net income attributable to HealthSouth common shareholders | 215.7 | 231 | 160.3 |
Weighted average common shares outstanding: | |||
Basic | 86.8 | 88.1 | 94.6 |
Diluted | 100.7 | 102.1 | 108.1 |
Basic earnings per share attributable to HealthSouth common shareholders | |||
Continuing operations | $2.40 | $2.59 | $1.62 |
Discontinued Operations | $0.06 | ($0.01) | $0.05 |
Net income | $2.46 | $2.58 | $1.67 |
Diluted earnings per share attributable to HealthSouth common shareholders: | |||
Continuing operations | $2.24 | $2.59 | $1.62 |
Discontinued operations | $0.05 | ($0.01) | $0.05 |
Net income | $2.29 | $2.58 | $1.67 |
Cash dividends per common share | $0.78 | $0.36 | $0 |
Amounts attributable to HealthSouth common shareholders: | |||
Income from continuing operations | 216.5 | 324.7 | 180.5 |
Income (loss) from discontinued operations, net of tax | 5.5 | -1.1 | 4.5 |
Net income attributable to HealthSouth | $222 | $323.60 | $185 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net income | $281.70 | $381.40 | $235.90 |
Net change in unrealized (loss) gain on available-for-sale securities: | |||
Unrealized net holding (loss) gain arising during the period | -0.2 | -0.7 | 1.6 |
Reclassifications to net income | -0.5 | -0.9 | 0 |
Other comprehensive (loss) income before income taxes | -0.7 | -1.6 | 1.6 |
Provision for income tax benefit related to other comprehensive (loss) income items | 0.3 | 0.1 | 0 |
Other comprehensive (loss) income, net of tax: | -0.4 | -1.5 | 1.6 |
Comprehensive income | 281.3 | 379.9 | 237.5 |
Comprehensive income attributable to noncontrolling interests | -59.7 | -57.8 | -50.9 |
Comprehensive income attributable to HealthSouth | $221.60 | $322.10 | $186.60 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $66.70 | $64.50 |
Restricted Cash | 45.6 | 52.4 |
Accounts receivable, net of allowance for doubtful accounts of $22.2 in 2014; $23.1 in 2013 | 323.2 | 261.8 |
Deferred income tax assets | 188.4 | 139 |
Prepaid expenses and other current assets | 62.7 | 62.7 |
Total current assets | 686.6 | 580.4 |
Property and equipment, net | 1,019.70 | 910.5 |
Goodwill | 1,084 | 456.9 |
Intangible assets, net | 306.1 | 88.2 |
Deferred income tax assets | 129.4 | 354.3 |
Other long-term assets | 183 | 144.1 |
Total assets | 3,408.80 | 2,534.40 |
Current liabilities: | ||
Current portion of long-term debt | 20.8 | 12.3 |
Accounts payable | 53.4 | 61.9 |
Accrued payroll | 123.3 | 90.8 |
Accrued interest payable | 21.2 | 23.8 |
Other current liabilities | 145.6 | 122.8 |
Total current liabilities | 364.3 | 311.6 |
Long-term debt, net of current portion | 2,110.80 | 1,505.20 |
Self-insured risks | 98.7 | 98.2 |
Other long-term liabilities | 37.6 | 44 |
Total liabilities | 2,611.40 | 1,959 |
Commitments and contingencies | ||
Convertible perpetual preferred stock, $.10 par value; 1,500,000 shares authorized; 96,245 shares issued in 2014 and 2013; liquidation preference of $1,000 per share | 93.2 | 93.2 |
Redeemable noncontrolling interests | 84.7 | 13.5 |
HealthSouth shareholders' equity: | ||
Common stock, $.01 par value; 200,000,000 shares authorized; issued: 104,058,832 in 2014; 102,648,302 in 2013 | 1 | 1 |
Capital in excess of par value | 2,810.50 | 2,849.40 |
Accumulated deficit | -1,879.10 | -2,101.10 |
Accumulated other comprehensive loss | -0.5 | -0.1 |
Treasury stock, at cost (16,270,159 shares in 2014 and 14,654,436 shares in 2013) | -458.7 | -404.6 |
Total HealthSouth shareholders' equity | 473.2 | 344.6 |
Noncontrolling interests | 146.3 | 124.1 |
Total shareholders' equity | 619.5 | 468.7 |
Total liabilities and shareholders' equity | $3,408.80 | $2,534.40 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Assets | ||
Allowance for doubtful accounts | $22.20 | $23.10 |
Liabilities and Shareholders' Equity | ||
Convertible perpetual preferred stock, par value | $0.10 | $0.10 |
Convertible perpetual preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Convertible perpetual preferred stock, shares issued | 96,245 | 96,245 |
Convertible perpetual preferred stock, liquidation preference | $1,000 | $1,000 |
HealthSouth shareholders' equity: | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 104,058,832 | 102,648,302 |
Treasury stock, shares | 16,270,159 | 14,654,436 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' Equity (USD $) | Total | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests | Common Stock [Member] |
In Millions, except Share data | |||||||
Balance at beginning of period at Dec. 31, 2011 | $201 | $2,874.10 | ($2,609.70) | ($0.20) | ($148.80) | $84.60 | $1 |
Balance at beginning of period, shares at Dec. 31, 2011 | 95,200,000 | ||||||
Net income | 235.9 | 185 | |||||
Net income attributable to nonredeemable noncontrolling interest | 47.1 | 47.1 | |||||
Net income, including portion attributable to nonredeemable noncontrolling interest | 232.1 | ||||||
Receipt of treasury stock | -11.9 | -11.9 | |||||
Receipt of treasury stock, shares | -700,000 | ||||||
Dividends declared on convertible perpetual preferred stock | -23.9 | -23.9 | |||||
Stock-based compensation | 24.1 | 24.1 | |||||
Distributions declared | -45.4 | -45.4 | |||||
Capital contributions from consolidated affiliates | 12.4 | 12.4 | |||||
Consolidation of Hospital | 13.9 | 13.9 | |||||
Other | 1.2 | 2.3 | 1.6 | -2.6 | -0.1 | ||
Other, Shares | 1,200,000 | ||||||
Balance at end of period at Dec. 31, 2012 | 403.5 | 2,876.60 | -2,424.70 | 1.4 | -163.3 | 112.5 | 1 |
Balance at end of period, shares at Dec. 31, 2012 | 95,700,000 | ||||||
Net income | 381.4 | 323.6 | |||||
Net income attributable to nonredeemable noncontrolling interest | 52 | 52 | |||||
Net income, including portion attributable to nonredeemable noncontrolling interest | 375.6 | ||||||
Receipt of treasury stock | -5.8 | -5.8 | |||||
Receipt of treasury stock, shares | -300,000 | ||||||
Dividends declared on common stock | -32 | -32 | |||||
Dividends declared on convertible perpetual preferred stock | -21 | -21 | |||||
Stock-based compensation | 24.8 | 24.8 | |||||
Stock options exercised | 8.2 | 8.2 | |||||
Sock options exercised, Shares | 300,000 | ||||||
Stock warrants exercised | 15.3 | 15.3 | |||||
Stock warrants exercised, Shares | 500,000 | ||||||
Distributions declared | -40.4 | -40.4 | |||||
Repurchase of common stock | -234.1 | -234.1 | |||||
Repurchase of common stock, Shares | -9,100,000 | ||||||
Repurchase of preferred stock through convertible exchange | -71.6 | -71.6 | |||||
Equity portion of convertible debt | 71 | 71 | |||||
Tax impact of equity portion of convertible debt | -28 | -28 | |||||
Other | 3.2 | 6.1 | -1.5 | -1.4 | 0 | ||
Other, Shares | 900,000 | ||||||
Balance at end of period at Dec. 31, 2013 | 468.7 | 2,849.40 | -2,101.10 | -0.1 | -404.6 | 124.1 | 1 |
Balance at end of period, shares at Dec. 31, 2013 | 88,000,000 | ||||||
Net income | 281.7 | 222 | |||||
Net income attributable to nonredeemable noncontrolling interest | 53.1 | 53.1 | |||||
Net income, including portion attributable to nonredeemable noncontrolling interest | 275.1 | ||||||
Receipt of treasury stock | -9.7 | -9.7 | |||||
Receipt of treasury stock, shares | -300,000 | ||||||
Dividends declared on common stock | -69 | -69 | |||||
Dividends declared on convertible perpetual preferred stock | -6.3 | -6.3 | |||||
Stock-based compensation | 23.9 | 23.9 | |||||
Stock options exercised | 7.4 | 7.5 | -0.1 | ||||
Sock options exercised, Shares | 290,000 | 300,000 | |||||
Stock warrants exercised | 6.3 | 6.3 | |||||
Stock warrants exercised, Shares | 200,000 | ||||||
Distributions declared | -44.9 | -44.9 | |||||
Repurchase of common stock | -43.1 | -43.1 | |||||
Repurchase of common stock, Shares | -1,300,000 | ||||||
Consolidation of Hospital | 14 | 14 | |||||
Other | -2.9 | -1.3 | -0.4 | -1.2 | 0 | ||
Other, Shares | 900,000 | ||||||
Balance at end of period at Dec. 31, 2014 | $619.50 | $2,810.50 | ($1,879.10) | ($0.50) | ($458.70) | $146.30 | $1 |
Balance at end of period, shares at Dec. 31, 2014 | 87,800,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $281.70 | $381.40 | $235.90 |
(Income) loss from discontinued operations, net of tax | -5.5 | 1.1 | -4.5 |
Adjustments to reconcile net income to net cash provided by operating activities- | |||
Provision for doubtful accounts | 31.6 | 26 | 27 |
Provision for government, class action, and related settlements | -1.7 | -23.5 | -3.5 |
Depreciation and amortization | 107.7 | 94.7 | 82.5 |
Amortization of debt-related items | 12.7 | 5 | 3.7 |
Loss on early extinguishment of debt | 13.2 | 2.4 | 4 |
Equity in net income of nonconsolidated affiliates | -10.7 | -11.2 | -12.7 |
Distributions from nonconsolidated affiliates | 12.6 | 11.4 | 11 |
Stock-based compensation | 23.9 | 24.8 | 24.1 |
Deferred tax expense | 97.4 | 6.4 | 102.7 |
Gain on consolidation of Fairlawn | -27.2 | 0 | 0 |
Other | 4.8 | 4.3 | -0.7 |
(Increase) decrease in assets- | |||
Accounts receivable | -91.6 | -55.1 | -51.3 |
Prepaid expenses and other assets | 6.5 | -4.8 | 0.6 |
Increase (decrease) in liabilities- | |||
Accounts payable | 5.4 | 6.4 | -4.4 |
Other liabilities | -10.4 | 4.6 | -3 |
Premium received on bond issuance | 6.3 | 0 | 0 |
Premium paid on redemption of bonds | -10.6 | -1.7 | -1.9 |
Net cash (used in) provided by operating activities of discontinued operations | -1.2 | -1.9 | 2 |
Total adjustments | 168.7 | 87.8 | 180.1 |
Net cash provided by operating activities | 444.9 | 470.3 | 411.5 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | -694.8 | -28.9 | -3.1 |
Purchases of property and equipment | -170.9 | -195.2 | -140.8 |
Capitalized software costs | -17 | -21.3 | -18.9 |
Proceeds from sale of restricted investments | 0.3 | 16.9 | 0.3 |
Proceeds from sale of Digital Hospital | 0 | 10.8 | 0 |
Purchases of restricted investments | -3.5 | -9.2 | -9.1 |
Net change in restricted cash | 6.8 | -3.1 | -14 |
Other | 2.2 | 0.5 | -0.9 |
Net cash provided by investing activities of discontinued operations | 0 | 3.3 | 7.7 |
Net cash used in investing activities | -876.9 | -226.2 | -178.8 |
Cash flows from financing activities: | |||
Principal borrowings on term loan facilities | 450 | 0 | 0 |
Proceeds from bond issuance | 175 | 0 | 275 |
Principal payments on debt, including pre-payments | -302.6 | -62.5 | -166.2 |
Principal borrowings on notes | 0 | 15.2 | 0 |
Borrowings on revolving credit facility | 440 | 197 | 135 |
Payments on revolving credit facility | -160 | -152 | -245 |
Principal payments under capital lease obligations | -6.1 | -10.1 | -12.1 |
Repurchase of common stock, including fees and expenses | -43.1 | -234.1 | 0 |
Repurchases of convertible perpetual preferred stock, including fees | 0 | -2.8 | -46 |
Dividends paid on common stock | -65.8 | -15.7 | 0 |
Dividends paid on convertible perpetual preferred stock | -6.3 | -23 | -24.6 |
Distributions paid to noncontrolling interests of consolidated affiliates | -54.1 | -46.3 | -49.3 |
Contributions from consolidated affiliates | 0 | 1.6 | 10.5 |
Proceeds from exercising stock warrants | 6.3 | 15.3 | 0 |
Other | 0.9 | 5 | -7.3 |
Net cash provided by (used in) financing activities | 434.2 | -312.4 | -130 |
Increase (decrease) in cash and cash equivalents | 2.2 | -68.3 | 102.7 |
Cash and cash equivalents at beginning of year | 64.5 | 132.8 | 30.1 |
Cash and cash equivalents at end of year | 66.7 | 64.5 | 132.8 |
Cash (paid) received during the year for- | |||
Interest | -100.6 | -99.4 | -88.1 |
Income tax refunds | 1.3 | 4.8 | 2.2 |
Income tax payments | -17.7 | -12.5 | -11.8 |
Supplemental schedule of noncash financing activities: [Abstract] | |||
Convertible debt issued | 0 | 320 | 0 |
Repurchase of preferred stock | 0 | -320 | 0 |
Equity rollover from Encompass management | $64.50 | $0 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: | ||||||||
Organization and Description of Business— | |||||||||
HealthSouth Corporation, incorporated in Delaware in 1984, including its subsidiaries, is the largest owner and operator of inpatient rehabilitation hospitals in the United States in terms of patients treated and discharged, revenues, and number of hospitals. We operate inpatient rehabilitation hospitals and provide specialized rehabilitative treatment on both an inpatient and outpatient basis. While our national network of inpatient hospitals stretches across 29 states and Puerto Rico, our inpatient hospitals are concentrated in the eastern half of the United States and Texas. As of December 31, 2014, we operated 107 inpatient rehabilitation hospitals (including one hospital that operates as a joint venture which we account for using the equity method of accounting). We are the sole owner of 75 of these hospitals. We retain 50.0% to 97.5% ownership in the remaining 32 jointly owned hospitals. In addition to HealthSouth hospitals, we manage three inpatient rehabilitation units through management contracts. | |||||||||
As discussed in Note 2, Business Combinations, on December 31, 2014, we completed the acquisition of EHHI Holdings, Inc. (“EHHI”) and its Encompass Home Health and Hospice business (“Encompass”). With the acquisition of Encompass, HealthSouth is one of the nation’s largest providers of post-acute healthcare services, offering both facility-based and home-based post-acute services in 33 states and Puerto Rico through its network of inpatient rehabilitation hospitals, home health agencies, and hospice agencies. | |||||||||
Basis of Presentation and Consolidation— | |||||||||
The accompanying consolidated financial statements of HealthSouth and its subsidiaries were prepared in accordance with generally accepted accounting principles in the United States of America and include the assets, liabilities, revenues, and expenses of all wholly owned subsidiaries, majority-owned subsidiaries over which we exercise control, and, when applicable, entities in which we have a controlling financial interest. | |||||||||
We use the equity method to account for our investments in entities we do not control, but where we have the ability to exercise significant influence over operating and financial policies. Consolidated Net income attributable to HealthSouth includes our share of the net earnings of these entities. The difference between consolidation and the equity method impacts certain of our financial ratios because of the presentation of the detailed line items reported in the consolidated financial statements for consolidated entities compared to a one line presentation of equity method investments. | |||||||||
We use the cost method to account for our investments in entities we do not control and for which we do not have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at the lower of cost or fair value, as appropriate. | |||||||||
We also consider the guidance for consolidating variable interest entities. | |||||||||
We eliminate all significant intercompany accounts and transactions from our financial results. | |||||||||
Use of Estimates and Assumptions— | |||||||||
The preparation of our consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but not limited to: (1) allowance for contractual revenue adjustments; (2) allowance for doubtful accounts; (3) fair value of acquired assets and assumed liabilities in business combinations; (4) asset impairments, including goodwill; (5) depreciable lives of assets; (6) useful lives of intangible assets; (7) economic lives and fair value of leased assets; (8) income tax valuation allowances; (9) uncertain tax positions; (10) fair value of stock options and restricted stock containing a market condition; (11) fair value of redeemable noncontrolling interests; (12) reserves for self-insured healthcare plans; (13) reserves for professional, workers’ compensation, and comprehensive general insurance liability risks; and (14) contingency and litigation reserves. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluation, as considered necessary. Actual results could differ from those estimates. | |||||||||
Risks and Uncertainties— | |||||||||
As a healthcare provider, we are required to comply with extensive and complex laws and regulations at the federal, state, and local government levels. These laws and regulations relate to, among other things: | |||||||||
• | licensure, certification, and accreditation; | ||||||||
• | policies, either at the national or local level, delineating what conditions must be met to qualify for reimbursement under Medicare (also referred to as coverage requirements); | ||||||||
• | coding and billing for services; | ||||||||
• | requirements of the 60% compliance threshold under The Medicare, Medicaid and State Children’s Health Insurance Program (SCHIP) Extension Act of 2007; | ||||||||
• | relationships with physicians and other referral sources, including physician self-referral and anti-kickback laws; | ||||||||
• | quality of medical care; | ||||||||
• | use and maintenance of medical supplies and equipment; | ||||||||
• | maintenance and security of patient information and medical records; | ||||||||
• | acquisition and dispensing of pharmaceuticals and controlled substances; and | ||||||||
• | disposal of medical and hazardous waste. | ||||||||
In the future, changes in these laws or regulations or the manner in which they are enforced could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our hospitals, equipment, personnel, services, capital expenditure programs, operating procedures, contractual arrangements, and patient admittance practices, as well as the way in which we deliver home health and hospice services. | |||||||||
If we fail to comply with applicable laws and regulations, we could be required to return portions of reimbursements deemed after the fact to have not been appropriate. We could also be subjected to liabilities, including (1) criminal penalties, (2) civil penalties, including monetary penalties and the loss of our licenses to operate one or more of our hospitals or agencies, and (3) exclusion or suspension of one or more of our hospitals from participation in the Medicare, Medicaid, and other federal and state healthcare programs which, if lengthy in duration and material to us, could potentially trigger a default under our credit agreement. Because Medicare comprises a significant portion of our Net operating revenues, it is important for us to remain compliant with the laws and regulations governing the Medicare program and related matters including anti-kickback and anti-fraud requirements. Reductions in reimbursements, substantial damages, and other remedies assessed against us could have a material adverse effect on our business, financial position, results of operation, and cash flows. Even the assertion of a violation, depending on its nature, could have a material adverse effect upon our stock price or reputation. | |||||||||
Historically, the United States Congress and some state legislatures have periodically proposed significant changes in regulations governing the healthcare system. Many of these changes have resulted in limitations on the increases in and, in some cases, significant roll-backs or reductions in the levels of payments to healthcare providers for services under many government reimbursement programs. There can be no assurance that future governmental initiatives will not result in pricing roll-backs or freezes or reimbursement reductions. Because we receive a significant percentage of our revenues from Medicare, such changes in legislation might have a material adverse effect on our financial position, results of operations, and cash flows. | |||||||||
Pursuant to legislative directives and authorizations from Congress, the United States Centers for Medicare and Medicaid Services (“CMS”) developed and instituted various Medicare audit programs. We undertake significant efforts through training and education to ensure compliance with coding and medical necessity coverage rules. Despite our belief that our coding and assessment of patients is accurate, audits may lead to assertions that we have been underpaid or overpaid by Medicare or submitted improper claims in some instances, require us to incur additional costs to respond to requests for records and defend the validity of payments and claims, and ultimately require us to refund any amounts determined to have been overpaid. We cannot predict when or how these programs will affect us. | |||||||||
In addition, there are increasing pressures from many third-party payors to control healthcare costs and to reduce or limit increases in reimbursement rates for medical services. Our relationships with managed care and nongovernmental third-party payors are generally governed by negotiated agreements. These agreements set forth the amounts we are entitled to receive for our services. We could be adversely affected in some of the markets where we operate if we are unable to negotiate and maintain favorable agreements with third-party payors. | |||||||||
Our third-party payors may also, from time to time, request audits of the amounts paid, or to be paid, to us. We could be adversely affected in some of the markets where we operate if the auditing payor alleges substantial overpayments were made to us due to coding errors or lack of documentation to support medical necessity determinations. | |||||||||
As discussed in Note 18, Contingencies and Other Commitments, we are a party to a number of lawsuits. We cannot predict the outcome of litigation filed against us. Substantial damages or other monetary remedies assessed against us could have a material adverse effect on our business, financial position, results of operations, and cash flows. | |||||||||
Net Operating Revenues— | |||||||||
We derived consolidated Net operating revenues from the following payor sources: | |||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Medicare | 74.1 | % | 74.5 | % | 73.4 | % | |||
Medicaid | 1.8 | % | 1.2 | % | 1.2 | % | |||
Workers' compensation | 1.2 | % | 1.2 | % | 1.5 | % | |||
Managed care and other discount plans, including Medicare Advantage | 18.6 | % | 18.5 | % | 19.3 | % | |||
Other third-party payors | 1.8 | % | 1.8 | % | 1.8 | % | |||
Patients | 1 | % | 1.1 | % | 1.3 | % | |||
Other income | 1.5 | % | 1.7 | % | 1.5 | % | |||
Total | 100 | % | 100 | % | 100 | % | |||
We recognize net patient service revenues in the reporting period in which we perform the service based on our current billing rates (i.e., gross charges), less actual adjustments and estimated discounts for contractual allowances (principally for patients covered by Medicare, Medicaid, and managed care and other health plans). We record gross service charges in our accounting records on an accrual basis using our established rates for the type of service provided to the patient. We recognize an estimated contractual allowance and an estimate of potential subsequent adjustments that may arise from post-payment and other reviews to reduce gross patient charges to the amount we estimate we will actually realize for the service rendered based upon previously agreed to rates with a payor. Our patient accounting system calculates contractual allowances on a patient-by-patient basis based on the rates in effect for each primary third-party payor. Other factors that are considered and could further influence the level of our reserves include the patient’s total length of stay for in-house patients, each patient’s discharge destination, the proportion of patients with secondary insurance coverage and the level of reimbursement under that secondary coverage, and the amount of charges that will be disallowed by payors. Such additional factors are assumed to remain consistent with the experience for patients discharged in similar time periods for the same payor classes, and additional reserves are provided to account for these factors. Payors include federal and state agencies, including Medicare and Medicaid, managed care health plans, commercial insurance companies, employers, and patients. | |||||||||
Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms that result from contract renegotiations and renewals. Due to complexities involved in determining amounts ultimately due under reimbursement arrangements with third-party payors, which are often subject to interpretation, we may receive reimbursement for healthcare services authorized and provided that is different from our estimates, and such differences could be material. In addition, laws and regulations governing the Medicare and Medicaid programs are complex, subject to interpretation, and are routinely modified for provider reimbursement. All healthcare providers participating in the Medicare and Medicaid programs are required to meet certain financial reporting requirements. Federal regulations require submission of annual cost reports covering medical costs and expenses associated with the services provided by each hospital to program beneficiaries. Annual cost reports required under the Medicare and Medicaid programs are subject to routine audits, which may result in adjustments to the amounts ultimately determined to be due to HealthSouth under these reimbursement programs. These audits often require several years to reach the final determination of amounts earned under the programs. If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. | |||||||||
CMS has been granted authority to suspend payments, in whole or in part, to Medicare providers if CMS possesses reliable information an overpayment, fraud, or willful misrepresentation exists. If CMS suspects payments are being made as the result of fraud or misrepresentation, CMS may suspend payment at any time without providing prior notice to us. The initial suspension period is limited to 180 days. However, the payment suspension period can be extended almost indefinitely if the matter is under investigation by the United States Department of Health and Human Services Office of Inspector General (the “HHS-OIG”) or the United States Department of Justice. Therefore, we are unable to predict if or when we may be subject to a suspension of payments by the Medicare and/or Medicaid programs, the possible length of the suspension period, or the potential cash flow impact of a payment suspension. Any such suspension would adversely impact our financial position, results of operations, and cash flows. | |||||||||
Pursuant to legislative directives and authorizations from Congress, CMS has developed and instituted various Medicare audit programs under which CMS contracts with private companies to conduct claims and medical record audits. One type of audit contractor, the Recovery Audit Contractors (“RACs”), began post-payment audit processes in late 2009 for providers in general. In connection with CMS approved and announced RAC audits related to IRFs, we received requests in 2014 and 2013 to review certain patient files for discharges occurring from 2010 to 2014. These post-payment RAC audits are focused on medical necessity requirements for admission to IRFs rather than targeting a specific diagnosis code as in previous pre-payment audits. Medical necessity is a subjective assessment by an independent physician of a patient’s ability to tolerate and benefit from intensive multi-disciplinary therapy provided in an IRF setting. | |||||||||
To date, the Medicare payments that are subject to these audit requests represent less than 1% of our Medicare patient discharges from 2010 to 2014, and not all of these patient file requests have resulted in payment denial determinations by the RACs. Because we have confidence in the medical judgment of both the referring and the admitting physicians who assess the treatment needs of their patients, we have appealed substantially all RAC denials arising from these audits using the same process we follow for appealing denials of certain diagnosis codes by Medicare Administrative Contractors (“MACs”) (see “Accounts Receivable and Allowance for Doubtful Accounts” below). Due to the delays announced by CMS in the related adjudication process, we believe the resolution of any claims that are subsequently denied as a result of these RAC audits could take in excess of two years. In addition, because we have limited experience with RACs in the context of post-payment reviews of this nature, we cannot provide assurance as to the future success of these disputes. As such, we make provisions for these claims based on our historical experience and success rates in the claims adjudication process, which is the same process we follow for appealing denials of certain diagnosis codes by MACs. Because these reviews involve post-payment claims, there are no corresponding patient receivables in our consolidated balance sheet. As the ultimate results of these audits impact our estimates of amounts determined to be due to HealthSouth under these reimbursement programs, our provision for claims that are part of this post-payment review process are recorded to Net operating revenues. During 2014 and 2013, we reduced our Net operating revenues by approximately $0.4 million and $8 million, respectively, for post-payment claims that are part of this review process. | |||||||||
Cash and Cash Equivalents— | |||||||||
Cash and cash equivalents include highly liquid investments with maturities of three months or less when purchased. Carrying values of Cash and cash equivalents approximate fair value due to the short-term nature of these instruments. | |||||||||
We maintain amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and we have not experienced any losses on such deposits. | |||||||||
Marketable Securities— | |||||||||
We record all equity securities with readily determinable fair values and for which we do not exercise significant influence as available-for-sale securities. We carry the available-for-sale securities at fair value and report unrealized holding gains or losses, net of income taxes, in Accumulated other comprehensive loss, which is a separate component of shareholders’ equity. We recognize realized gains and losses in our consolidated statements of operations using the specific identification method. | |||||||||
Unrealized losses are charged against earnings when a decline in fair value is determined to be other than temporary. Management reviews several factors to determine whether a loss is other than temporary, such as the length of time a security is in an unrealized loss position, the extent to which fair value is less than cost, the financial condition and near term prospects of the issuer, industry, or geographic area and our ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts— | |||||||||
We report accounts receivable at estimated net realizable amounts from services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, workers’ compensation programs, employers, and patients. Our accounts receivable are geographically dispersed, but a significant portion of our revenues are concentrated by type of payors. The concentration of net patient service accounts receivable by payor class, as a percentage of total net patient service accounts receivable, is as follows: | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Medicare | 72.2 | % | 67.4 | % | |||||
Medicaid | 1.8 | % | 2 | % | |||||
Workers' compensation | 1.9 | % | 2.6 | % | |||||
Managed care and other discount plans, including Medicare Advantage | 18.5 | % | 22.4 | % | |||||
Other third-party payors | 3.8 | % | 4 | % | |||||
Patients | 1.8 | % | 1.6 | % | |||||
Total | 100 | % | 100 | % | |||||
While revenues and accounts receivable from the Medicare program are significant to our operations, we do not believe there are significant credit risks associated with this government agency. We do not believe there are any other significant concentrations of revenues from any particular payor that would subject us to any significant credit risks in the collection of our accounts receivable. | |||||||||
We provide for accounts receivable that could become uncollectible by establishing an allowance to reduce the carrying value of such receivables to their estimated net realizable value. Additions to the allowance for doubtful accounts are made by means of the Provision for doubtful accounts. We write off uncollectible accounts (after exhausting collection efforts) against the allowance for doubtful accounts. Subsequent recoveries are recorded via the Provision for doubtful accounts. | |||||||||
The collection of outstanding receivables from Medicare, managed care payors, other third-party payors, and patients is our primary source of cash and is critical to our operating performance. While it is our policy to verify insurance prior to a patient being admitted, there are various exceptions that can occur. Such exceptions include instances where we are (1) unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid, and it takes several days, weeks, or months before qualification for such benefits is confirmed or denied, and (3) the patient is transferred to our hospital from an acute care hospital without having access to a credit card, cash, or check to pay the applicable patient responsibility amounts (i.e., deductibles and co-payments). Based on our historical collection trends, our primary collection risks relate to patient accounts for which the patient was the primary payor or the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts remain outstanding. Changes in the economy, such as increased unemployment rates or periods of recession, can further exacerbate our ability to collect patient responsibility amounts. | |||||||||
We estimate our allowance for doubtful accounts based on the aging of our accounts receivable, our historical collection experience for each type of payor, and other relevant factors so that the remaining receivables, net of allowances, are reflected at their estimated net realizable values. Accounts requiring collection efforts are reviewed via system-generated work queues that automatically stage (based on age and size of outstanding balance) accounts requiring collection efforts for patient account representatives. Collection efforts include contacting the applicable party (both in writing and by telephone), providing information (both financial and clinical) to allow for payment or to overturn payor decisions to deny payment, and arranging payment plans with self-pay patients, among other techniques. When we determine all in-house efforts have been exhausted or it is a more prudent use of resources, accounts may be turned over to a collection agency. Accounts are written off after all collection efforts (internal and external) have been exhausted. | |||||||||
For several years, under programs designated as “widespread probes,” certain of our MACs have conducted pre-payment claim reviews of our billings and denied payment for certain diagnosis codes based on medical necessity. We dispute, or “appeal,” most of these denials, and we have historically collected approximately 63% of all amounts denied. For claims we choose to take through all levels of appeal, up to and including administrative law judge hearings, we have historically experienced an approximate 72% success rate. The resolution of these disputes can take in excess of two years, and we cannot provide assurance as to our ongoing and future success of these disputes. As such, we make provisions against these receivables in accordance with our accounting policy that necessarily considers historical collection trends of the receivables in this review process as part of our Provision for doubtful accounts. Because we do not write-off receivables until all collection efforts have been exhausted, we do not write-off receivables related to denied claims while they are in this review process. When the amount collected related to denied claims differs from the net amount previously recorded, these collection differences are recorded in the Provision for doubtful accounts. As a result, the timing of these denials by MACs and their subsequent collection can create volatility in our Provision for doubtful accounts. | |||||||||
If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. Changes in general economic conditions, business office operations, payor mix, or trends in federal or state governmental and private employer healthcare coverage could affect our collection of accounts receivable, financial position, results of operations, and cash flows. | |||||||||
Property and Equipment— | |||||||||
We report land, buildings, improvements, vehicles, and equipment at cost, net of accumulated depreciation and amortization and any asset impairments. We report assets under capital lease obligations at the lower of fair value or the present value of the aggregate future minimum lease payments at the beginning of the lease term. We depreciate our assets using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Useful lives are generally as follows: | |||||||||
Years | |||||||||
Buildings | 10 to 30 | ||||||||
Leasehold improvements | 2 to 15 | ||||||||
Vehicles | 5 | ||||||||
Furniture, fixtures, and equipment | 3 to 10 | ||||||||
Assets under capital lease obligations: | |||||||||
Real estate | 15 to 20 | ||||||||
Vehicles | 3 to 4 | ||||||||
Equipment | 3 to 5 | ||||||||
Maintenance and repairs of property and equipment are expensed as incurred. We capitalize replacements and betterments that increase the estimated useful life of an asset. We capitalize pre-acquisition costs when they are directly identifiable with a specific property, the costs would be capitalizable if the property were already acquired, and acquisition of the property is probable. We capitalize interest expense on major construction and development projects while in progress. | |||||||||
We retain fully depreciated assets in property and accumulated depreciation accounts until we remove them from service. In the case of sale, retirement, or disposal, the asset cost and related accumulated depreciation balances are removed from the respective accounts, and the resulting net amount, less any proceeds, is included as a component of income from continuing operations in the consolidated statements of operations. However, if the sale, retirement, or disposal involves a discontinued operation, the resulting net amount, less any proceeds, is included in the results of discontinued operations. | |||||||||
We account for operating leases by recognizing rents, including any rent holidays, on a straight-line basis over the term of the lease. | |||||||||
Goodwill and Other Intangible Assets— | |||||||||
We are required to test our goodwill and indefinite-lived intangible asset (starting in 2015 as a result of the acquisition of Encompass) for impairment at least annually, absent some triggering event that would accelerate an impairment assessment. Absent any impairment indicators, we perform this impairment testing as of October 1st of each year. We recognize an impairment charge for any amount by which the carrying amount of the asset exceeds its implied fair value. We present an impairment charge as a separate line item within income from continuing operations in the consolidated statements of operations, unless the impairment is associated with a discontinued operation. In that case, we include the impairment charge, on a net-of-tax basis, within the results of discontinued operations. | |||||||||
We assess qualitative factors in our single reporting unit (two reporting units starting in 2015 as a result of the acquisition of Encompass) to determine whether it is necessary to perform the first step of the two-step quantitative impairment test. If, based on this qualitative assessment, we were to believe we must proceed to Step 1, we would determine the fair value of our reporting unit using generally accepted valuation techniques including the income approach and the market approach. The income approach includes the use of our reporting unit’s discounted projected operating results and cash flows. This approach includes many assumptions related to pricing and volume, operating expenses, capital expenditures, discount factors, tax rates, etc. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairment in future periods. We reconcile the estimated fair value of our reporting unit to our market capitalization. When we dispose of a hospital, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology. | |||||||||
Starting in 2015 as a result of the acquisition of Encompass, we will also assess qualitative factors related to our indefinite-lived intangible asset to determine whether it is necessary to perform the first step of the two-step quantitative impairment test. If, based on this qualitative assessment, we were to believe we must proceed to Step 1, we would determine the fair value of our indefinite-lived intangible asset using generally accepted valuation techniques including the relief-from-royalty method. This method is a form of the income approach in which value is equated to a series of cash flows and discounted at a risk-adjusted rate. It is based on a hypothetical royalty, calculated as a percentage of forecasted revenue, that we would otherwise be willing to pay to use the asset, assuming it were not already owned. This approach includes assumptions related to pricing and volume, as well as a royalty rate a hypothetical third party would be willing to pay for use of the asset. When making our royalty rate assumption, we look to rates paid in arms-length licensing transactions for assets comparable to our asset. | |||||||||
We amortize the cost of intangible assets with finite useful lives over their respective estimated useful lives to their estimated residual value. As of December 31, 2014, none of our finite useful lived intangible assets has an estimated residual value. We also review these assets for impairment whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount. | |||||||||
The range of estimated useful lives and the amortization basis for our intangible assets, excluding goodwill, are generally as follows: | |||||||||
Estimated Useful Life | |||||||||
and Amortization Basis | |||||||||
Certificates of need | 10 to 30 years using straight-line basis | ||||||||
Licenses | 10 to 20 years using straight-line basis | ||||||||
Noncompete agreements | 2 to 18 years using straight-line basis | ||||||||
Trade names: | |||||||||
Encompass | indefinite-lived asset | ||||||||
All other | 10 to 20 years using straight-line basis | ||||||||
Internal-use software | 3 to 7 years using straight-line basis | ||||||||
Market access assets | 20 years using accelerated basis | ||||||||
We capitalize the costs of obtaining or developing internal-use software, including external direct costs of material and services and directly related payroll costs. Amortization begins when the internal-use software is ready for its intended use. Costs incurred during the preliminary project and post-implementation stages, as well as maintenance and training costs, are expensed as incurred. | |||||||||
Our market access assets are valued using discounted cash flows under the income approach. The value of the market access assets is attributable to our ability to gain access to and penetrate an acquired facility’s historical market patient base. To determine this value, we first develop a debt-free net cash flow forecast under various patient volume scenarios. The debt-free net cash flow is then discounted back to present value using a discount factor, which includes an adjustment for company-specific risk. As noted in the above table, we amortize these assets over 20 years using an accelerated basis that reflects the pattern in which we believe the economic benefits of the market access will be consumed. | |||||||||
Impairment of Long-Lived Assets and Other Intangible Assets— | |||||||||
We assess the recoverability of long-lived assets (excluding goodwill) and identifiable acquired intangible assets with finite useful lives, whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset to the expected net future cash flows to be generated by that asset, or, for identifiable intangibles with finite useful lives, by determining whether the amortization of the intangible asset balance over its remaining life can be recovered through undiscounted future cash flows. The amount of impairment of identifiable intangible assets with finite useful lives, if any, to be recognized is measured based on projected discounted future cash flows. We measure the amount of impairment of other long-lived assets (excluding goodwill) as the amount by which the carrying value of the asset exceeds the fair market value of the asset, which is generally determined based on projected discounted future cash flows or appraised values. We classify long-lived assets to be disposed of other than by sale as held and used until they are disposed. We report long-lived assets to be disposed of by sale as held for sale and recognize those assets in the balance sheet at the lower of carrying amount or fair value less cost to sell, and we cease depreciation. | |||||||||
Investments in and Advances to Nonconsolidated Affiliates— | |||||||||
Investments in entities we do not control but in which we have the ability to exercise significant influence over the operating and financial policies of the investee are accounted for under the equity method. Equity method investments are recorded at original cost and adjusted periodically to recognize our proportionate share of the investees’ net income or losses after the date of investment, additional contributions made, dividends or distributions received, and impairment losses resulting from adjustments to net realizable value. We record equity method losses in excess of the carrying amount of an investment when we guarantee obligations or we are otherwise committed to provide further financial support to the affiliate. | |||||||||
We use the cost method to account for equity investments for which the equity securities do not have readily determinable fair values and for which we do not have the ability to exercise significant influence. Under the cost method of accounting, private equity investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, additional investments, or distributions deemed to be a return of capital. | |||||||||
Management periodically assesses the recoverability of our equity method and cost method investments and equity method goodwill for impairment. We consider all available information, including the recoverability of the investment, the earnings and near-term prospects of the affiliate, factors related to the industry, conditions of the affiliate, and our ability, if any, to influence the management of the affiliate. We assess fair value based on valuation methodologies, as appropriate, including discounted cash flows, estimates of sales proceeds, and external appraisals, as appropriate. If an investment or equity method goodwill is considered to be impaired and the decline in value is other than temporary, we record an appropriate write-down. | |||||||||
Financing Costs— | |||||||||
We amortize financing costs using the effective interest method over the expected life of the related debt. The related expense is included in Interest expense and amortization of debt discounts and fees in our consolidated statements of operations. | |||||||||
We accrete discounts and amortize premiums using the effective interest method over the expected life of the related debt, and we report discounts or premiums as a direct deduction from, or addition to, the face amount of the financing. The related income or expense is included in Interest expense and amortization of debt discounts and fees in our consolidated statements of operations. | |||||||||
Fair Value Measurements— | |||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. | |||||||||
The basis for these assumptions establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||
• | Level 1 – Observable inputs such as quoted prices in active markets; | ||||||||
• | Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||||||
• | Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||
Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows: | |||||||||
• | Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; | ||||||||
• | Cost approach – Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and | ||||||||
• | Income approach – Techniques to convert future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing models, and lattice models). | ||||||||
Our financial instruments consist mainly of cash and cash equivalents, restricted cash, restricted marketable securities, accounts receivable, accounts payable, letters of credit, and long-term debt. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of our letters of credit is deemed to be the amount of payment guaranteed on our behalf by third-party financial institutions. We determine the fair value of our long-term debt using quoted market prices, when available, or discounted cash flows based on various factors, including maturity schedules, call features, and current market rates. | |||||||||
On a recurring basis, we are required to measure our available-for-sale restricted marketable securities. The fair values of our available-for-sale restricted marketable securities are determined based on quoted market prices in active markets or quoted prices, dealer quotations, or alternative pricing sources supported by observable inputs in markets that are not considered to be active. | |||||||||
On a nonrecurring basis, we are required to measure property and equipment, goodwill, other intangible assets, investments in nonconsolidated affiliates, and assets and liabilities of discontinued operations at fair value. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. The fair value of our property and equipment is determined using discounted cash flows and significant unobservable inputs, unless there is an offer to purchase such assets, which could be the basis for determining fair value. The fair value of our intangible assets, excluding goodwill, is determined using discounted cash flows and significant unobservable inputs. The fair value of our investments in nonconsolidated affiliates is determined using quoted prices in private markets, discounted cash flows or earnings, or market multiples derived from a set of comparables. The fair value of our assets and liabilities of discontinued operations is determined using discounted cash flows and significant unobservable inputs unless there is an offer to purchase such assets and liabilities, which would be the basis for determining fair value. The fair value of our goodwill is determined using discounted projected operating results and cash flows, which involve significant unobservable inputs. | |||||||||
See also the “Redeemable Noncontrolling Interests” section of this note. | |||||||||
Noncontrolling Interests in Consolidated Affiliates— | |||||||||
The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates we control. Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities. We record adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interests holders are entitled based upon their portion of the subsidiaries they own. Distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interests holders’ balance. | |||||||||
Convertible Perpetual Preferred Stock— | |||||||||
Our Convertible perpetual preferred stock contains fundamental change provisions that allow the holder to require us to redeem the preferred stock for cash if certain events occur. As redemption under these provisions is not solely within our control, we have classified our Convertible perpetual preferred stock as temporary equity. | |||||||||
Because our Convertible perpetual preferred stock is indexed to, and potentially settled in, our common stock, we also examined whether the embedded conversion option in our Convertible perpetual preferred stock should be bifurcated. Based on our analysis, we determined bifurcation is not necessary. | |||||||||
Redeemable Noncontrolling Interests— | |||||||||
Certain of our joint venture agreements contain provisions that allow our partners to require us to purchase their interests in the joint venture at fair value at certain points in the future. Likewise, and as discussed in Note 2, Business Combinations, certain members of Encompass management hold similar put rights regarding their interests in our home health and hospice business. Because these noncontrolling interests provide for redemption features that are not solely within our control, we classify them as Redeemable noncontrolling interests outside of permanent equity in our consolidated balance sheets. At the end of each reporting period, we compare the carrying value of the Redeemable noncontrolling interests to their estimated redemption value. If the estimated redemption value is greater than the current carrying value, the carrying value is adjusted to the estimated redemption value, with the adjustments recorded through equity in the line item Capital in excess of par value. | |||||||||
The fair value of our Redeemable noncontrolling interests in our joint venture hospitals is determined primarily using the income approach. The income approach includes the use of the hospital’s projected operating results and cash flows discounted using a rate that reflects market participant assumptions for the applicable hospitals, or Level 3 inputs. The projected operating results use management’s best estimates of economic and market conditions over the forecasted periods including assumptions for pricing and volume, operating expenses, and capital expenditures. | |||||||||
Share-Based Payments— | |||||||||
HealthSouth has shareholder-approved stock-based compensation plans that provide for the granting of stock-based compensation to certain employees and directors. All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their estimated grant-date fair value and amortized on a straight-line basis over the applicable requisite service period. | |||||||||
Litigation Reserves— | |||||||||
We accrue for loss contingencies associated with outstanding litigation for which management has determined it is probable a loss contingency exists and the amount of loss can be reasonably estimated. If the accrued amount associated with a loss contingency is greater than $5.0 million, we also accrue estimated future legal fees associated with the loss contingency. This requires management to estimate the amount of legal fees that will be incurred in the defense of the litigation. These estimates are based on our expectations of the scope, length to complete, and complexity of the claims. In the future, additional adjustments may be recorded as the scope, length, or complexity of outstanding litigation changes. | |||||||||
Advertising Costs— | |||||||||
We expense costs of print, radio, television, and other advertisements as incurred. Advertising expenses, primarily included in Other operating expenses within the accompanying consolidated statements of operations, were $5.3 million, $5.2 million, and $5.0 million in each of the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Professional Fees—Accounting, Tax, and Legal— | |||||||||
In 2014, 2013, and 2012, Professional fees—accounting, tax, and legal related primarily to legal and consulting fees for continued litigation and support matters discussed in Note 18, Contingencies and Other Commitments. These expenses in 2012 also included legal and consulting fees for the pursuit of our remaining income tax benefits, as discussed in Note 16, Income Taxes. | |||||||||
Income Taxes— | |||||||||
We provide for income taxes using the asset and liability method. This approach recognizes the amount of income taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates. | |||||||||
A valuation allowance is required when it is more likely than not some portion of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income in the applicable tax jurisdiction. On a quarterly basis, we assess the likelihood of realization of our deferred tax assets considering all available evidence, both positive and negative. Our most recent operating performance, the scheduled reversal of temporary differences, our forecast of taxable income in future periods by jurisdiction, our ability to sustain a core level of earnings, and the availability of prudent tax planning strategies are important considerations in our assessment. | |||||||||
We evaluate our tax positions and establish assets and liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. | |||||||||
We use the with-and-without method to determine when we will recognize excess tax benefits from stock-based compensation. Under this method, we recognize these excess tax benefits only after we fully realize the tax benefits of net operating losses. | |||||||||
HealthSouth and its corporate subsidiaries file a consolidated federal income tax return. Some subsidiaries consolidated for financial reporting purposes are not part of the consolidated group for federal income tax purposes and file separate federal income tax returns. State income tax returns are filed on a separate, combined, or consolidated basis in accordance with relevant state laws and regulations. Partnerships, limited liability companies, and other pass-through entities we consolidate or account for using the equity method of accounting file separate federal and state income tax returns. We include the allocable portion of each pass-through entity’s income or loss in our federal income tax return. We allocate the remaining income or loss of each pass-through entity to the other partners or members who are responsible for their portion of the taxes. | |||||||||
Assets and Liabilities in and Results of Discontinued Operations— | |||||||||
Components of an entity that have been disposed of or are classified as held for sale and have operations and cash flows that can be clearly distinguished from the rest of the entity are reported as discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, we reclassify the results of operations for current and prior periods into a single caption titled Income (loss) from discontinued operations, net of tax. In addition, we classify the assets and liabilities of those components as current and noncurrent assets and liabilities within Prepaid expenses and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in our consolidated balance sheets. We also classify cash flows related to discontinued operations as one line item within each category of cash flows in our consolidated statements of cash flows. | |||||||||
Earnings per Common Share— | |||||||||
The calculation of earnings per common share is based on the weighted-average number of our common shares outstanding during the applicable period. The calculation for diluted earnings per common share recognizes the effect of all potential dilutive common shares, including warrants, that were outstanding during the respective periods, unless their impact would be antidilutive. The calculation of earnings per common share also considers the effect of participating securities. Stock-based compensation awards that contain nonforfeitable rights to dividends and dividend equivalents, such as our nonvested restricted stock awards granted before 2014 and restricted stock units, are considered participating securities and are included in the computation of earnings per common share pursuant to the two-class method. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period. | |||||||||
We use the if-converted method to include our Convertible perpetual preferred stock and convertible senior subordinated notes in our computation of diluted earnings per share. All other potential dilutive shares, including warrants, are included in our weighted-average diluted share count using the treasury stock method. | |||||||||
Treasury Stock— | |||||||||
Shares of common stock repurchased by us are recorded at cost as treasury stock. When shares are reissued, we use an average cost method to determine cost. The difference between the cost of the shares and the re-issuance price is added to or deducted from Capital in excess of par value. We account for the retirement of treasury stock as a reduction of retained earnings. However, due to our Accumulated deficit, the retirement of treasury stock is currently recorded as a reduction of Capital in excess of par value. | |||||||||
Comprehensive Income— | |||||||||
Comprehensive income is comprised of Net income and changes in unrealized gains or losses on available-for-sale securities and is included in the consolidated statements of comprehensive income. | |||||||||
Recent Accounting Pronouncements— | |||||||||
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard that changes the criteria for determining which disposals should be presented as discontinued operations and modifies related disclosure requirements. Under the previous standard, any component that had been disposed of or was classified as held for sale would have qualified for discontinued operations reporting unless there was significant continuing involvement with the disposed component or continuing cash flows. In contrast, the new standard requires the disposal of the component, or group of components, represent a strategic shift that has, or will have, a major effect on the entity’s operations and financial results in order to qualify as a discontinued operation. As a result, the sale or disposal of a single HealthSouth facility will no longer qualify as a discontinued operation. The new guidance is effective for disposal transactions or new components classified as held for sale beginning January 1, 2015. | |||||||||
In May 2014, the FASB updated its revenue recognition standard to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, the updated standard revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. This revised standard will be effective for HealthSouth for the annual reporting period beginning on January 1, 2017, including interim periods within that year. Early adoption is not permitted. We continue to review the requirements of this revised standard and any potential impact it may have on our financial position, results of operations, or cash flows. It will require us to reclassify our Provision for doubtful accounts from a component of Net operating revenues to operating expenses. | |||||||||
We do not believe any other recently issued, but not yet effective, accounting standards will have a material effect on our consolidated financial position, results of operations, or cash flows. |
Business_Combinations
Business Combinations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Business Combinations | Business Combinations: | |||||||||||
Encompass Acquisition | ||||||||||||
On December 31, 2014, we completed the acquisition of EHHI and its Encompass Home Health and Hospice business. Encompass provides home health and hospice services out of 135 locations across 12 states. In the acquisition, we acquired all of the issued and outstanding equity interests of EHHI, other than equity interests contributed to HealthSouth Home Health Holdings, Inc. (“Holdings”), a subsidiary of HealthSouth and now indirect parent of EHHI, by certain sellers in exchange for shares of common stock of Holdings. These certain sellers, who are members of Encompass management, including April Anthony, the Chief Executive Officer of Encompass, contributed a portion of their shares of common stock of EHHI, valued at approximately $64.5 million, in exchange for shares of common stock of Holdings. As a result of that contribution, they hold approximately 16.7% of the outstanding common stock of Holdings, while HealthSouth owns the remainder. In addition, Ms. Anthony and certain other employees of Encompass entered into amended and restated employment agreements, each agreement having an initial term of three years. We funded the cash purchase price in the acquisition entirely with draws under the revolving and expanded term loan facilities of our credit agreement. See Note 8, Long-term Debt. | ||||||||||||
This acquisition was made to enhance our position and expand our ability to provide post-acute healthcare services to patients. We expect approximately 23% of the goodwill resulting from this transaction to be deductible for federal income tax purposes. The goodwill reflects our expectations of favorable growth opportunities in the home health and hospice markets based on positive demographic trends. | ||||||||||||
We accounted for this transaction under the acquisition method of accounting. Because the acquisition took place on December 31, 2014, our consolidated results of operations do not include any results of operations from Encompass. Assets acquired, liabilities assumed, and redeemable noncontrolling interests were recorded at their estimated fair values as of the acquisition date. Estimated fair values were based on various valuation methodologies including: replacement cost and continued use methods for property and equipment; an income approach using primarily discounted cash flow techniques for amortizable intangible assets; an income approach utilizing the relief-from-royalty method for the indefinite-lived intangible asset; and an estimated realizable value approach using historical trends and other relevant information for accounts receivable and certain accrued liabilities. For all other assets and liabilities, the fair value was assumed to represent carrying value due to their short maturities. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. | ||||||||||||
The fair values recorded were based upon a preliminary valuation. Estimates and assumptions used in such valuation are subject to change, which could be significant, within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary valuation that are not yet finalized relate to the fair values of amounts for income taxes, adjustments to working capital, and the final amount of residual goodwill. We expect to continue to obtain information to assist us in determining the fair values of the net assets acquired at the acquisition date during the measurement period. | ||||||||||||
The preliminary fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions): | ||||||||||||
Cash and cash equivalents | $ | 20.9 | ||||||||||
Accounts receivable, net | 37.6 | |||||||||||
Prepaid expenses and other current assets | 8.6 | |||||||||||
Property and equipment, net | 9.6 | |||||||||||
Identifiable intangible assets: | ||||||||||||
Noncompete agreements (useful life of 2 to 5 years) | 5.6 | |||||||||||
Trade name (indefinite life) | 135.2 | |||||||||||
Licenses (useful life of 10 years) | 58.2 | |||||||||||
Internal-use software (useful life of 3 years) | 3.2 | |||||||||||
Goodwill | 592.5 | |||||||||||
Other long-term assets | 2.1 | |||||||||||
Total assets acquired | 873.5 | |||||||||||
Current portion of long-term debt | 2 | |||||||||||
Accounts payable | 0.9 | |||||||||||
Accrued payroll | 25.8 | |||||||||||
Other current liabilities | 18.5 | |||||||||||
Long-term debt, net of current portion | 2 | |||||||||||
Deferred tax liabilities | 64.3 | |||||||||||
Total liabilities assumed | 113.5 | |||||||||||
Redeemable noncontrolling interests | 64.5 | |||||||||||
Net assets acquired | $ | 695.5 | ||||||||||
Because the noncontrolling interests included in this acquisition include redemption features that are not solely within our control, they are included in Redeemable noncontrolling interests in our consolidated balance sheet as of December 31, 2014. Beginning in the first quarter of 2015, the fair value of the Redeemable noncontrolling interests related to Encompass will be determined using the product of a twelve-month specified performance measure for Holdings and a specified median market price multiple based on a basket of public home health companies. See Note 11, Redeemable Noncontrolling Interests. | ||||||||||||
In conjunction with this acquisition, we granted stock appreciation rights (“SARs”) based on Holdings’ common stock to certain members of Encompass management at closing on December 31, 2014. We granted 122,976 SARs that vest based on continued employment and an additional 129,124 SARs that vest based on continued employment and the extent of Encompass’ attainment of a target 2017 specified performance measure. In general terms, half of the SARs of each type will vest on December 31, 2018 with the remainder vesting on December 31, 2019. The SARs that ultimately vest will expire on the tenth anniversary of the grant date or within a specified period following any earlier termination of employment. Upon exercise, each SAR must be settled for cash in the amount by which the per share fair value of Holdings’ common stock on the exercise date exceeds the agreed upon per share fair value on the acquisition date. The fair value of Holdings’ common stock is determined using the product of the trailing 12-month specified performance measure for Holdings and a specified median market price multiple based on a basket of public home health companies. | ||||||||||||
Information regarding the net cash paid for the acquisition of Encompass is as follows (in millions): | ||||||||||||
Fair value of assets acquired, net of $20.9 million of cash acquired | $ | 260.1 | ||||||||||
Goodwill | 592.5 | |||||||||||
Fair value of liabilities assumed | (113.5 | ) | ||||||||||
Redeemable noncontrolling interests | (64.5 | ) | ||||||||||
Net cash paid for acquisition | $ | 674.6 | ||||||||||
As a result of the acquisition of Encompass, in the first quarter of 2015, management changed the way it manages and operates the consolidated reporting entity and modified the reports used by its chief operating decision maker to assess performance and allocate resources. These changes will require us to revise our segment reporting from our historic presentation of only one reportable segment. Beginning in the first quarter of 2015, we will manage our operations and disclose financial information using two reportable segments: (1) inpatient rehabilitation and (2) home health and hospice. | ||||||||||||
Other Acquisitions | ||||||||||||
In June 2014, using cash on hand, we acquired an additional 30% equity interest from UMass Memorial Health Care, our joint venture partner in Fairlawn Rehabilitation Hospital (“Fairlawn”) in Worcester, Massachusetts. This transaction increased our ownership interest from 50% to 80% and resulted in a change in accounting for this hospital from the equity method of accounting to a consolidated entity. As a result of our consolidation of this hospital and the remeasurement of our previously held equity interest at fair value, Goodwill increased by $34.0 million, and we recorded a $27.2 million gain as part of Other income during 2014. The Fairlawn transaction was made to increase our ownership in a profitable hospital and continue to grow our core business by consolidating its operations. None of the goodwill resulting from this transaction is deductible for federal income tax purposes. See also Note 16, Income Taxes. | ||||||||||||
In November 2014, we acquired 50.1% of the James H. & Cecile C. Quillen Rehabilitation Hospital (“Quillen”), a 26-bed inpatient rehabilitation hospital in Johnson City, Tennessee, through a joint venture with Mountain States Health Alliance. The joint venture, which was funded using cash on hand, was not material to our financial position, results of operations, or cash flows. The Quillen transaction was made to enhance our position and ability to provide inpatient rehabilitative services to patients in Johnson City and its surrounding areas. As a result of this transaction, Goodwill increased by $0.6 million, none of which is deductible for federal income tax purposes. The noncontrolling interest associated with this agreement includes redemption features that are not solely within our control and, therefore, is considered Redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests. | ||||||||||||
In April 2013, we closed the transaction to acquire Walton Rehabilitation Hospital, a 58-bed inpatient rehabilitation hospital in Augusta, Georgia. This acquisition was made to enhance our position and ability to provide inpatient rehabilitative services to patients in Augusta, Georgia and its surrounding areas. The acquisition, which was funded using availability under our revolving credit facility, was not material to our financial position, results of operations, or cash flows. As a result of this transaction, Goodwill increased by $13.7 million, all of which is deductible for federal income tax purposes. | ||||||||||||
In April 2012, we acquired 12 inpatient rehabilitation beds in Andalusia, Alabama from a subsidiary of LifePoint Hospitals in order to add beds at our existing hospital in Dothan, Alabama. In July 2012, we acquired the 34-bed inpatient rehabilitation unit of CHRISTUS Santa Rosa Hospital - Medical Center. The operations of this unit have been relocated to and consolidated with our existing hospital in San Antonio, Texas. Both transactions were made to enhance our position and ability to provide inpatient rehabilitative services to patients in the respective areas. These transactions, either individually or in the aggregate, were not material to our financial position, results of operations, or cash flows. Goodwill did not increase as a result of these transactions. Both acquisitions were funded with available cash. | ||||||||||||
We accounted for all of these transactions under the acquisition method of accounting and reported the results of operations of the acquired or newly consolidated hospitals from their respective dates of acquisition. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the respective acquisition dates. The fair values of identifiable intangible assets were based on valuations using the cost and income approaches. The cost approach is based on amounts that would be required to replace the asset (i.e., replacement cost). The income approach is based on management’s estimates of future operating results and cash flows discounted using a weighted-average cost of capital that reflects market participant assumptions. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. The goodwill reflects our expectations of our ability to gain access to and penetrate the acquired or consolidated hospitals’ historical patient base and the benefits of being able to leverage operational efficiencies with favorable growth opportunities based on positive demographic trends in these markets. | ||||||||||||
The fair value of the assets acquired and liabilities assumed at the acquisition dates for the Fairlawn and Quillen transactions completed in 2014 were as follows (in millions): | ||||||||||||
Total current assets | $ | 12.1 | ||||||||||
Property and equipment, net | 36.9 | |||||||||||
Identifiable intangible assets: | ||||||||||||
Noncompete agreements (useful lives of 2 to 3 years) | 0.4 | |||||||||||
Trade names (useful lives of 20 years) | 2.9 | |||||||||||
Certificates of need (useful lives of 20 years) | 10.8 | |||||||||||
Licenses (useful lives of 20 years) | 2.1 | |||||||||||
Goodwill | 34.6 | |||||||||||
Total assets acquired | 99.8 | |||||||||||
Total current liabilities assumed | (7.8 | ) | ||||||||||
Total long-term liabilities assumed | (13.4 | ) | ||||||||||
Net assets acquired | $ | 78.6 | ||||||||||
Information regarding the net cash paid for all other acquisitions during each period presented is as follows (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Fair value of assets acquired, net of $5.1 million of cash acquired in 2014 | $ | 60.1 | $ | 15.6 | $ | 3.1 | ||||||
Goodwill | 34.6 | 13.7 | — | |||||||||
Fair value of liabilities assumed | (21.2 | ) | (0.4 | ) | — | |||||||
Fair value of noncontrolling interest owned by joint venture partner | (18.3 | ) | — | — | ||||||||
Fair value of equity interest prior to acquisition | (35.0 | ) | — | — | ||||||||
Net cash paid for acquisitions | $ | 20.2 | $ | 28.9 | $ | 3.1 | ||||||
See also Note 7, Investments in and Advances to Nonconsolidated Affiliates. | ||||||||||||
Pro Forma Results of Operations | ||||||||||||
The following table summarizes the results of operations of the above mentioned transactions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2013 (in millions): | ||||||||||||
Net Operating | Net Income | |||||||||||
Revenues | Attributable to | |||||||||||
HealthSouth | ||||||||||||
Acquired entities only: Actual from acquisition date to December 31, 2014* | $ | 27.2 | $ | 4 | ||||||||
Combined entity: Supplemental pro forma from 1/01/2014-12/31/2014 (unaudited) | 2,799.80 | 237.5 | ||||||||||
Combined entity: Supplemental pro forma from 1/01/2013-12/31/2013 (unaudited) | 2,627.60 | 311.3 | ||||||||||
* | Encompass - Actual amounts are zero due to the acquisition of Encompass on December 31, 2014. | |||||||||||
Fairlawn - includes operating results from June 1, 2014 through December 31, 2014 | ||||||||||||
Quillen - includes operating results from November 1, 2014 through December 31, 2014 | ||||||||||||
The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisitions had occurred as of the beginning of our 2013 reporting period. For the Encompass acquisition, the unaudited pro forma information above includes adjustments for: (1) acquisition costs; (2) amortization of incremental identifiable intangible assets; (3) management fees paid to Encompass’ former equity holders; (4) interest on debt incurred to fund the acquisition (see Note 8, Long-term Debt); (5) income taxes using a rate of 40%; and (6) noncontrolling interests. |
Cash_and_Marketable_Securities
Cash and Marketable Securities | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Cash and Cash Equivalents [Abstract] | ||||||||||||||||
Cash and Marketable Securities | Cash and Marketable Securities: | |||||||||||||||
The components of our investments as of December 31, 2014 are as follows (in millions): | ||||||||||||||||
Cash & Cash Equivalents | Restricted Cash | Restricted Marketable Securities | Total | |||||||||||||
Cash | $ | 66.7 | $ | 45.6 | $ | — | $ | 112.3 | ||||||||
Equity securities | — | — | 50.5 | 50.5 | ||||||||||||
Total | $ | 66.7 | $ | 45.6 | $ | 50.5 | $ | 162.8 | ||||||||
The components of our investments as of December 31, 2013 are as follows (in millions): | ||||||||||||||||
Cash & Cash Equivalents | Restricted Cash | Restricted Marketable Securities | Total | |||||||||||||
Cash | $ | 64.5 | $ | 52.4 | $ | — | $ | 116.9 | ||||||||
Equity securities | — | — | 47.6 | 47.6 | ||||||||||||
Total | $ | 64.5 | $ | 52.4 | $ | 47.6 | $ | 164.5 | ||||||||
Restricted Cash— | ||||||||||||||||
As of December 31, 2014 and 2013, Restricted cash consisted of the following (in millions): | ||||||||||||||||
As of December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Affiliate cash | $ | 13.1 | $ | 13.6 | ||||||||||||
Self-insured captive funds | 32.4 | 37.8 | ||||||||||||||
Paid-loss deposit funds | 0.1 | 1 | ||||||||||||||
Total restricted cash | $ | 45.6 | $ | 52.4 | ||||||||||||
Affiliate cash represents cash accounts maintained by joint ventures in which we participate where one or more of our external partners requested, and we agreed, that the joint venture’s cash not be commingled with other corporate cash accounts and be used only to fund the operations of those joint ventures. Self-insured captive funds represent cash held at our wholly owned insurance captive, HCS, Ltd., as discussed in Note 9, Self-Insured Risks. These funds are committed to pay third-party administrators for claims incurred and are restricted by insurance regulations and requirements. These funds cannot be used for purposes outside HCS without the permission of the Cayman Islands Monetary Authority. Paid-loss deposit funds represent cash held by third-party administrators to fund expenses and other payments related to claims. | ||||||||||||||||
The classification of restricted cash held by HCS as current or noncurrent depends on the classification of the corresponding claims liability. As of December 31, 2014 and 2013, all restricted cash was current. | ||||||||||||||||
Marketable Securities— | ||||||||||||||||
Restricted marketable securities at both balance sheet dates represent restricted assets held at HCS. HCS insures HealthSouth’s professional liability, workers’ compensation, and other insurance claims. These funds are committed for payment of claims incurred, and the classification of these marketable securities as current or noncurrent depends on the classification of the corresponding claims liability. As of December 31, 2014 and 2013, $45.9 million and $42.9 million, respectively, of restricted marketable securities are included in Other long-term assets in our consolidated balance sheets. | ||||||||||||||||
A summary of our restricted marketable securities as of December 31, 2014 is as follows (in millions): | ||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
Equity securities | $ | 51.3 | $ | 0.5 | $ | (1.3 | ) | $ | 50.5 | |||||||
A summary of our restricted marketable securities as of December 31, 2013 is as follows (in millions): | ||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
Equity securities | $ | 47.9 | $ | 0.2 | $ | (0.5 | ) | $ | 47.6 | |||||||
Cost in the above tables includes adjustments made to the cost basis of our equity securities for other-than-temporary impairments. During the years ended December 31, 2014, 2013, and 2012, we did not record any impairment charges related to our restricted marketable securities. | ||||||||||||||||
Investing information related to our restricted marketable securities is as follows (in millions): | ||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Proceeds from sales of restricted available-for-sale securities | $ | — | $ | 16.6 | $ | — | ||||||||||
Proceeds from sales of nonrestricted available-for-sale securities | $ | 2.7 | $ | — | $ | — | ||||||||||
Gross realized gains | $ | 0.5 | $ | 1 | $ | — | ||||||||||
Gross realized losses | $ | (0.1 | ) | $ | (0.1 | ) | $ | — | ||||||||
Our portfolio of marketable securities is comprised of investments in mutual funds that hold investments in a variety of industries and geographies. As discussed in Note 1, Summary of Significant Accounting Policies, “Marketable Securities,” when our portfolio includes marketable securities with unrealized losses that are not deemed to be other-than-temporarily impaired, we examine the severity and duration of the impairments in relation to the cost of the individual investments. We also consider the industry and geography in which each investment is held and the near-term prospects for a recovery in each. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Receivables [Abstract] | |||||||||||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Accounts Receivable: | ||||||||||||||||
Accounts receivable consists of the following (in millions): | |||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current: | |||||||||||||||||
Patient accounts receivable, net of allowance for doubtful accounts of $22.2 million in 2014; $23.1 million in 2013 | $ | 309.3 | $ | 249.4 | |||||||||||||
Other accounts receivable | 13.9 | 12.4 | |||||||||||||||
323.2 | 261.8 | ||||||||||||||||
Noncurrent patient accounts receivable, net of allowance for doubtful accounts of $20.8 million in 2014; $10.0 million in 2013 | 51.4 | 16.6 | |||||||||||||||
Accounts receivable, net | $ | 374.6 | $ | 278.4 | |||||||||||||
Because the resolution of claims that are part of Medicare audit programs can take in excess of two years, we review the patient receivables that are part of this adjudication process to determine their appropriate classification as either current or noncurrent. Amounts considered noncurrent are included in Other long-term assets in our consolidated balance sheet. | |||||||||||||||||
At December 31, 2014 and 2013, our allowance for doubtful accounts represented approximately 10.7% and 11.1%, respectively, of the total patient due accounts receivable balance. | |||||||||||||||||
The following is the activity related to our allowance for doubtful accounts (in millions): | |||||||||||||||||
For the Year Ended December 31, | Balance at Beginning of Period | Additions and Charges to Expense | Deductions and Accounts Written Off | Balance at End of Period | |||||||||||||
2014 | $ | 33.1 | $ | 31.6 | $ | (21.7 | ) | $ | 43 | ||||||||
2013 | $ | 28.7 | $ | 26 | $ | (21.6 | ) | $ | 33.1 | ||||||||
2012 | $ | 21.4 | $ | 27 | $ | (19.7 | ) | $ | 28.7 | ||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property and Equipment | Property and Equipment: | ||||||||||||
Property and equipment consists of the following (in millions): | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Land | $ | 108.1 | $ | 96 | |||||||||
Buildings | 1,214.40 | 1,085.20 | |||||||||||
Leasehold improvements | 79.1 | 65 | |||||||||||
Vehicles | 9.3 | 4.8 | |||||||||||
Furniture, fixtures, and equipment | 364.2 | 339.6 | |||||||||||
1,775.10 | 1,590.60 | ||||||||||||
Less: Accumulated depreciation and amortization | (784.0 | ) | (712.6 | ) | |||||||||
991.1 | 878 | ||||||||||||
Construction in progress | 28.6 | 32.5 | |||||||||||
Property and equipment, net | $ | 1,019.70 | $ | 910.5 | |||||||||
As of December 31, 2014, approximately 75% of our consolidated Property and equipment, net held by HealthSouth Corporation and its guarantor subsidiaries was pledged to the lenders under our credit agreement. See Note 8, Long-term Debt, and Note 20, Condensed Consolidating Financial Information. | |||||||||||||
Information related to fully depreciated assets and assets under capital lease obligations is as follows (in millions): | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Fully depreciated assets | $ | 240.9 | $ | 225 | |||||||||
Assets under capital lease obligations: | |||||||||||||
Buildings | $ | 124.4 | $ | 124.4 | |||||||||
Vehicles | 5.2 | — | |||||||||||
Equipment | 0.2 | 0.2 | |||||||||||
129.8 | 124.6 | ||||||||||||
Less: Accumulated amortization | (55.2 | ) | (47.6 | ) | |||||||||
Assets under capital lease obligations, net | $ | 74.6 | $ | 77 | |||||||||
The amount of depreciation expense, amortization expense relating to assets under capital lease obligations, interest capitalized, and rent expense under operating leases is as follows (in millions): | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Depreciation expense | $ | 79.9 | $ | 67.9 | $ | 59 | |||||||
Amortization expense | $ | 7.5 | $ | 9.5 | $ | 10.1 | |||||||
Interest capitalized | $ | 1.5 | $ | 1.9 | $ | 1 | |||||||
Rent expense: | |||||||||||||
Minimum rent payments | $ | 37.3 | $ | 40.3 | $ | 41.2 | |||||||
Contingent and other rents | 18.2 | 20.3 | 20.6 | ||||||||||
Other | 3.9 | 4.2 | 4.5 | ||||||||||
Total rent expense | $ | 59.4 | $ | 64.8 | $ | 66.3 | |||||||
Leases— | |||||||||||||
We lease certain land, buildings, and equipment under noncancelable operating leases generally expiring at various dates through 2025. We also lease certain buildings and equipment under capital leases generally expiring at various dates through 2034. Operating leases generally have 3- to 15-year terms, with one or more renewal options, with terms to be negotiated at the time of renewal. Various facility leases include provisions for rent escalation to recognize increased operating costs or require us to pay certain maintenance and utility costs. Contingent rents are included in rent expense in the year incurred. | |||||||||||||
Some facilities are subleased to other parties. Rental income from subleases approximated $5.1 million, $4.9 million, and $4.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. Total expected future minimum rentals under these noncancelable subleases approximated $6.0 million as of December 31, 2014. | |||||||||||||
Certain leases contain annual escalation clauses based on changes in the Consumer Price Index while others have fixed escalation terms. The excess of cumulative rent expense (recognized on a straight-line basis) over cumulative rent payments made on leases with fixed escalation terms is recognized as straight-line rental accrual and is included in Other long-term liabilities in the accompanying consolidated balance sheets, as follows (in millions): | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Straight-line rental accrual | $ | 14.6 | $ | 17.3 | |||||||||
In March 2008, we sold our corporate campus to Daniel Corporation (“Daniel”), a Birmingham, Alabama-based real estate company. The sale included a deferred purchase price component related to an incomplete 13-story building located on the property, often referred to as the Digital Hospital. Under the agreement, Daniel was obligated upon sale of its interest in the building to pay to us 40% of the net profit realized from the sale. In June 2013, Daniel sold the building to Trinity Medical Center. In the third quarter of 2013, we received $10.8 million in cash from Daniel in connection with the sale of the building. The gain associated with this transaction is being deferred and amortized over five years, which is the remaining life of our lease agreement with Daniel for the portion of the property we continue to occupy with our corporate office, as a component of General and administrative expenses. | |||||||||||||
Future minimum lease payments at December 31, 2014, for those leases having an initial or remaining noncancelable lease term in excess of one year, are as follows (in millions): | |||||||||||||
Year Ending December 31, | Operating Leases | Capital Lease Obligations | Total | ||||||||||
2015 | $ | 43.8 | $ | 15.3 | $ | 59.1 | |||||||
2016 | 37.6 | 15 | 52.6 | ||||||||||
2017 | 31.8 | 14 | 45.8 | ||||||||||
2018 | 27 | 13.6 | 40.6 | ||||||||||
2019 | 22.4 | 10.7 | 33.1 | ||||||||||
2020 and thereafter | 87.3 | 98.4 | 185.7 | ||||||||||
$ | 249.9 | 167 | $ | 416.9 | |||||||||
Less: Interest portion | (80.3 | ) | |||||||||||
Obligations under capital leases | $ | 86.7 | |||||||||||
In addition to the above, and as discussed in Note 8, Long-term Debt, “Other Notes Payable,” we have two sale/leaseback transactions involving real estate accounted for as financings. Future minimum payments, which are accounted for as interest, under these obligations are $2.7 million in each of the next five years and $11.0 million thereafter. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: | |||||||||||
The following table shows changes in the carrying amount of Goodwill for the years ended December 31, 2014, 2013, and 2012 (in millions): | ||||||||||||
Amount | ||||||||||||
Goodwill as of December 31, 2011 | $ | 421.7 | ||||||||||
Consolidation of joint venture formerly accounted for under the equity method of accounting | 15.6 | |||||||||||
Goodwill as of December 31, 2012 | 437.3 | |||||||||||
Acquisition | 13.7 | |||||||||||
Conversion of 100% owned hospital into a joint venture | 6.2 | |||||||||||
Divestiture of skilled nursing facility beds | (0.3 | ) | ||||||||||
Goodwill as of December 31, 2013 | 456.9 | |||||||||||
Acquisitions | 593.1 | |||||||||||
Consolidation of joint venture formerly accounted for under the equity method of accounting | 34 | |||||||||||
Goodwill as of December 31, 2014 | $ | 1,084.00 | ||||||||||
Goodwill increased in 2012 as a result of our consolidation of St. Vincent Rehabilitation Hospital and the remeasurement of our previously held equity interest at fair value. Goodwill increased in 2013 as a result of our acquisition of Walton Rehabilitation Hospital and conversion of our 100% owned hospital in Jonesboro, Arkansas into a joint venture with St. Bernards Healthcare offset by the divestiture of 41 skilled nursing facility beds. Goodwill increased in 2014 as a result of our consolidation of Fairlawn and the remeasurement of our previously held equity interest at fair value and our acquisitions of Encompass and Quillen. See Note 2, Business Combinations, Note 7, Investments in and Advances to Nonconsolidated Affiliates, and Note 11, Redeemable Noncontrolling Interests. | ||||||||||||
We performed impairment reviews as of October 1, 2014, 2013, and 2012 and concluded no Goodwill impairment existed. As of December 31, 2014, we had no accumulated impairment losses related to Goodwill. | ||||||||||||
The following table provides information regarding our other intangible assets (in millions): | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||
Certificates of need: | ||||||||||||
2014 | $ | 27.9 | $ | (4.0 | ) | $ | 23.9 | |||||
2013 | 14.7 | (3.0 | ) | 11.7 | ||||||||
Licenses: | ||||||||||||
2014 | $ | 110.8 | $ | (46.3 | ) | $ | 64.5 | |||||
2013 | 50.5 | (44.9 | ) | 5.6 | ||||||||
Noncompete agreements: | ||||||||||||
2014 | $ | 46.2 | $ | (29.4 | ) | $ | 16.8 | |||||
2013 | 40.2 | (24.8 | ) | 15.4 | ||||||||
Trade name - Encompass: | ||||||||||||
2014 | $ | 135.2 | $ | — | $ | 135.2 | ||||||
2013 | — | — | — | |||||||||
Trade names - all other: | ||||||||||||
2014 | $ | 19.9 | $ | (10.1 | ) | $ | 9.8 | |||||
2013 | 17 | (9.3 | ) | 7.7 | ||||||||
Internal-use software: | ||||||||||||
2014 | $ | 125.3 | $ | (74.5 | ) | $ | 50.8 | |||||
2013 | 105.3 | (63.5 | ) | 41.8 | ||||||||
Market access assets: | ||||||||||||
2014 | $ | 13.2 | $ | (8.1 | ) | $ | 5.1 | |||||
2013 | 13.2 | (7.2 | ) | 6 | ||||||||
Total intangible assets: | ||||||||||||
2014 | $ | 478.5 | $ | (172.4 | ) | $ | 306.1 | |||||
2013 | 240.9 | (152.7 | ) | 88.2 | ||||||||
Amortization expense for other intangible assets is as follows (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Amortization expense | $ | 20.3 | $ | 17.3 | $ | 13.4 | ||||||
Total estimated amortization expense for our other intangible assets for the next five years is as follows (in millions): | ||||||||||||
Year Ending December 31, | Estimated Amortization Expense | |||||||||||
2015 | $ | 28.5 | ||||||||||
2016 | 25 | |||||||||||
2017 | 20.7 | |||||||||||
2018 | 16.8 | |||||||||||
2019 | 15.8 | |||||||||||
Investments_in_and_Advances_to
Investments in and Advances to Nonconsolidated Affiliates | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | ||||||||||||
Investments in and Advances to Nonconsolidated Affiliates | Investments in and Advances to Nonconsolidated Affiliates: | |||||||||||
Investments in and advances to nonconsolidated affiliates as of December 31, 2014 represents our investment in nine partially owned subsidiaries, of which eight are general or limited partnerships, limited liability companies, or joint ventures in which HealthSouth or one of its subsidiaries is a general or limited partner, managing member, member, or venturer, as applicable. We do not control these affiliates but have the ability to exercise significant influence over the operating and financial policies of certain of these affiliates. Our ownership percentages in these affiliates range from approximately 1% to 51%. We account for these investments using the cost and equity methods of accounting. Our investments, which are included in Other long-term assets in our consolidated balance sheets, consist of the following (in millions): | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Equity method investments: | ||||||||||||
Capital contributions | $ | 0.8 | $ | 2.9 | ||||||||
Cumulative share of income | 77.3 | 104.8 | ||||||||||
Cumulative share of distributions | (69.9 | ) | (88.8 | ) | ||||||||
8.2 | 18.9 | |||||||||||
Cost method investments: | ||||||||||||
Capital contributions, net of distributions and impairments | 1.2 | 1.4 | ||||||||||
Total investments in and advances to nonconsolidated affiliates | $ | 9.4 | $ | 20.3 | ||||||||
The following summarizes the combined assets, liabilities, and equity and the combined results of operations of our equity method affiliates (on a 100% basis, in millions): | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Assets— | ||||||||||||
Current | $ | 9.6 | $ | 16.6 | ||||||||
Noncurrent | 13.1 | 36.2 | ||||||||||
Total assets | $ | 22.7 | $ | 52.8 | ||||||||
Liabilities and equity— | ||||||||||||
Current liabilities | $ | 0.7 | $ | 2.4 | ||||||||
Noncurrent liabilities | 0.1 | 0.7 | ||||||||||
Partners’ capital and shareholders’ equity— | ||||||||||||
HealthSouth | 8.2 | 18.9 | ||||||||||
Outside partners | 13.7 | 30.8 | ||||||||||
Total liabilities and equity | $ | 22.7 | $ | 52.8 | ||||||||
Condensed statements of operations (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating revenues | $ | 50.2 | $ | 74.3 | $ | 83.3 | ||||||
Operating expenses | (25.9 | ) | (43.6 | ) | (48.1 | ) | ||||||
Income from continuing operations, net of tax | 30.9 | 24.6 | 28.3 | |||||||||
Net income | 30.9 | 24.6 | 28.3 | |||||||||
During the third quarter of 2012, we negotiated with our partner to amend the joint venture agreement related to St. Vincent Rehabilitation Hospital which resulted in a change in accounting for this hospital from the equity method of accounting to a consolidated entity. The amendment revised certain participatory rights held by our joint venture partner resulting in HealthSouth gaining control of this entity from an accounting perspective. We accounted for this change in control as a business combination and consolidated this entity using the acquisition method. The consolidation of St. Vincent Rehabilitation Hospital did not have a material impact on our financial position, results of operations, or cash flows. As a result of our consolidation of this hospital and the remeasurement of our previously held equity interest at fair value, Goodwill increased by $15.6 million, and we recorded a $4.9 million gain as part of Other income during the year ended December 31, 2012. See Note 6, Goodwill and Other Intangible Assets, and Note 12, Fair Value Measurements. | ||||||||||||
See also Note 2, Business Combinations. |
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ||||||||||
Long-term Debt | Long-term Debt: | |||||||||
Our long-term debt outstanding consists of the following (in millions): | ||||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Credit Agreement— | ||||||||||
Advances under revolving credit facility | $ | 325 | $ | 45 | ||||||
Term loan facilities | 450 | — | ||||||||
Bonds payable— | ||||||||||
7.25% Senior Notes due 2018 | — | 272.4 | ||||||||
8.125% Senior Notes due 2020 | 287 | 286.6 | ||||||||
7.75% Senior Notes due 2022 | 227.1 | 252.5 | ||||||||
5.75% Senior Notes due 2024 | 456.2 | 275 | ||||||||
2.00% Convertible Senior Subordinated Notes due 2043 | 258 | 249.5 | ||||||||
Other notes payable | 41.6 | 47.6 | ||||||||
Capital lease obligations | 86.7 | 88.9 | ||||||||
2,131.60 | 1,517.50 | |||||||||
Less: Current portion | (20.8 | ) | (12.3 | ) | ||||||
Long-term debt, net of current portion | $ | 2,110.80 | $ | 1,505.20 | ||||||
The following chart shows scheduled principal payments due on long-term debt for the next five years and thereafter (in millions): | ||||||||||
Year Ending December 31, | Face Amount | Net Amount | ||||||||
2015 | $ | 20.8 | $ | 20.8 | ||||||
2016 | 20.4 | 20.4 | ||||||||
2017 | 18.6 | 18.6 | ||||||||
2018 | 18.6 | 18.6 | ||||||||
2019 | 496.7 | 496.7 | ||||||||
Thereafter | 1,614.10 | 1,556.50 | ||||||||
Total | $ | 2,189.20 | $ | 2,131.60 | ||||||
During 2014, we: | ||||||||||
• | issued, in September 2014, an additional $175 million of our 5.75% Senior Notes due 2024 at a price of 103.625% of the principal amount, which resulted in approximately $182 million in net proceeds from the public offering; | |||||||||
• | amended, in September and December 2014, our existing credit agreement to, among other things, add $450 million of term loan facility capacity, permit unlimited restricted payments (as defined in the credit agreement) so long as the senior secured leverage ratio remains less than or equal to 1.75x, and extend the revolver maturity from June 2018 to September 2019; | |||||||||
• | redeemed, in October 2014, the outstanding principal amount of our 7.25% Senior Notes due 2018 using the net proceeds from the September offering of our 5.75% Senior Notes due 2024, a $75 million draw under our term loan facilities, and cash on hand. Pursuant to the terms of the 7.25% Senior Notes due 2018, this redemption was made at a price of 103.625%, which resulted in a total cash outlay of approximately $281 million to retire the approximate $271 million in principal; and | |||||||||
• | redeemed, in December 2014, approximately $25 million of the outstanding principal amount of our existing 7.75% Senior Notes due 2022. Pursuant to the terms of these notes, this optional redemption represented 10% of the outstanding principal amount of the notes at a price of 103%, which resulted in a total cash outlay of approximately $26 million. We used cash on hand for this redemption. | |||||||||
As a result of the above redemptions, we recorded a $13.2 million Loss on early extinguishment of debt in 2014. | ||||||||||
Additionally, in December 2014, we drew $375 million under our term loan facilities and $325 million under our revolving credit facility to fund the acquisition of Encompass. See Note 2, Business Combinations. In January 2015, we issued an additional $400 million of our 5.75% Senior Notes due 2024 at a price of 102% of the principal amount and used $250 million of the net proceeds to repay borrowings under our term loan facilities, with the remaining net proceeds used to repay borrowings under our revolving credit facility. As a result of this transaction, we expect to record an approximate $2 million Loss on early extinguishment of debt in the first quarter of 2015. | ||||||||||
In November 2013, we redeemed approximately $30 million and approximately $28 million of the outstanding principal amount of our existing 7.25% Senior Notes due 2018 and our existing 7.75% Senior Notes due 2022, respectively. Pursuant to the terms of these senior notes, this optional redemption represented 10% of the outstanding principal amount of the notes at a price of 103%, which resulted in a total cash outlay of approximately $60 million to retire the approximate $58 million in principal. We used a combination of cash on hand and availability under our revolving credit facility for this redemption. As a result of this redemption, we recorded a $2.4 million Loss on early extinguishment of debt in 2013. Additionally, in November 2013, we exchanged $320 million in aggregate principal amount of newly issued 2.00% Convertible Senior Subordinated Notes due 2043 for 257,110 shares of our outstanding 6.50% Series A Convertible Perpetual Preferred Stock. See Note 10, Convertible Perpetual Preferred Stock. | ||||||||||
In September 2012, we completed a registered public offering of $275 million aggregate principal amount of 5.75% Senior Notes due 2024 at a public offering price of 100% of the principal amount, the proceeds of which were used to repay amounts outstanding under our revolving credit facility and redeem 10% of the outstanding principal amount of our existing 7.25% Senior Notes due 2018 and our existing 7.75% Senior Notes due 2022. As a result of these transactions, we recorded a $4.0 million Loss on early extinguishment of debt in 2012. | ||||||||||
Senior Secured Credit Agreement— | ||||||||||
2014 Credit Agreement | ||||||||||
In September and December 2014, we amended our existing credit agreement, previously amended on June 11, 2013 (the “Credit Agreement”). The Credit Agreement provides for $450 million of term loan capacity and a $600 million revolving credit facility, with a $260 million letter of credit subfacility and a swingline loan subfacility, all of which mature in September 2019. Amounts drawn under the term loan facilities are payable in equal consecutive quarterly installments, commencing on March 31, 2015, of 1.25% of the aggregate principal amount of the term loans outstanding as of March 31, 2015, with the remainder due at maturity. We have the right at any time to prepay, in whole or in part, any borrowing under the term loan facilities. | ||||||||||
Amounts drawn on the term loan facilities and the revolving credit facility bear interest at a rate per annum of, at our option, (1) LIBOR or (2) the higher of (a) Barclays’ Bank PLC’s (“Barclays”) prime rate and (b) the federal funds rate plus 0.5%, in each case, plus an applicable margin that varies depending upon our leverage ratio. We are also subject to a commitment fee of 0.375% per annum on the daily amount of the unutilized commitments under the term loan facilities and revolving credit facility. The initial interest rate on borrowings under the Credit Agreement is LIBOR plus 1.75%. | ||||||||||
The Credit Agreement contains affirmative and negative covenants and default and acceleration provisions, including a minimum interest coverage ratio and a maximum leverage ratio that change over time. Under one such negative covenant, we are restricted from paying common stock dividends, prepaying certain senior notes, and repurchasing preferred and common equity unless (1) we are not in default under the terms of the Credit Agreement and (2) our senior secured leverage ratio, as defined in the Credit Agreement, does not exceed 1.75x. In the event the senior secured leverage ratio exceeds 1.75x, these payments are subject to a limit of $200 million plus an amount equal to a portion of excess cash flows each fiscal year. Our obligations under the Credit Agreement are secured by the current and future personal property of the Company and its subsidiary guarantors. | ||||||||||
As of December 31, 2014, $325 million were drawn under the revolving credit facility with an interest rate of 2.0%. Amounts drawn as of December 31, 2014 exclude $31.8 million utilized under the letter of credit subfacility, which were being used in the ordinary course of business to secure workers’ compensation and other insurance coverages and for general corporate purposes. | ||||||||||
In contrast to the revolving credit facility, capacity under the term loan facilities do not replenish upon repayment of amounts drawn. Because the entire $450 million of term loan capacity was drawn as of December 31, 2014, the term loan facilities no longer constitute an additional source of liquidity for us. | ||||||||||
The Credit Agreement provides that, subject to the satisfaction of certain conditions, we have the right to increase the amount of the Credit Agreement prior to its maturity by incurring incremental term loans or by increasing the revolving credit facility, or both, in an aggregate amount not to exceed $300 million. We utilized this feature of the Credit Agreement to increase our term loan facilities in December 2014 to fund the acquisition of Encompass. With the January 2015 repayment of $250 million of borrowings under our term loan facilities, as discussed above, this feature of the Credit Agreement is currently limited to $250 million. | ||||||||||
2013 Credit Agreement | ||||||||||
On June 11, 2013, we amended our existing credit agreement, dated August 10, 2012 (the “ 2013 Credit Agreement”). The 2013 Credit Agreement provided for a $600 million revolving credit facility with a $260 million letter of credit subfacility and a swingline loan subfacility, all of which would have matured in June 2018. | ||||||||||
The 2013 Credit Agreement contained the same affirmative and negative covenants and default and acceleration provisions as the Credit Agreement except we were restricted from paying common stock dividends, prepaying certain senior notes, and repurchasing preferred and common equity unless our senior secured leverage ratio, as defined in the 2013 Credit Agreement, did not exceed 1.5x. Our obligations under the 2013 Credit Agreement were secured by substantially all of the real and personal property of us and our subsidiary guarantors, including mortgages with respect to certain of our material real property that we owned as of the date of the 2013 Credit Agreement. All other material terms were the same as the Credit Agreement discussed above. | ||||||||||
As of December 31, 2013, $45.0 million were drawn under the revolving credit facility with an interest rate of 1.9%. Amounts drawn as of December 31, 2013 excluded $36.5 million utilized under the letter of credit subfacility, which were being used in the ordinary course of business to secure workers’ compensation and other insurance coverages and for general corporate purposes. | ||||||||||
2012 Credit Agreement | ||||||||||
On August 10, 2012, we amended and restated our existing credit agreement, dated May 10, 2011 (the “2012 Credit Agreement”). The 2012 Credit Agreement provided for a $600 million revolving credit facility with a $260 million letter of credit subfacility and a swingline loan subfacility all of which would have matured in August 2017. All other material terms were the same as the 2013 Credit Agreement discussed above. Our obligations under the 2012 Credit Agreement also were secured and guaranteed by us and our subsidiaries. | ||||||||||
Bonds Payable— | ||||||||||
Nonconvertible Notes | ||||||||||
The Company’s 2018 Notes, 2020 Notes, 2022 Notes, and 2024 Notes (collectively, the “Senior Notes”) were issued pursuant to an indenture (the “Base Indenture”) dated as of December 1, 2009 between us and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Original Trustee”), as supplemented by the second, third, and fourth supplemental indenture, respectively, relating to the Senior Notes (together with the Base Indenture, the “Indenture”), among us, the Subsidiary Guarantors (as defined in the Indenture), and the Original Trustee. The Original Trustee notified us of its intention to discontinue its corporate trust operations and, accordingly, to resign upon the appointment of a successor trustee. Effective July 29, 2013, Wells Fargo Bank, National Association, was appointed as successor trustee under the Indenture. | ||||||||||
Pursuant to the terms of the Indenture, the Senior Notes are jointly and severally guaranteed on a senior, unsecured basis by all of our existing and future subsidiaries that guarantee borrowings under our Credit Agreement and other capital markets debt (see Note 20, Condensed Consolidating Financial Information). The Senior Notes are senior, unsecured obligations of HealthSouth and rank equally with our other senior indebtedness, senior to any of our subordinated indebtedness, and effectively junior to our secured indebtedness to the extent of the value of the collateral securing such indebtedness. | ||||||||||
Upon the occurrence of a change in control (as defined in the Indenture), each holder of the Senior Notes may require us to repurchase all or a portion of the notes in cash at a price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest. | ||||||||||
The Senior Notes contain covenants and default and acceleration provisions, that, among other things, limit our and certain of our subsidiaries’ ability to (1) incur additional debt, (2) make certain restricted payments, (3) consummate specified asset sales, (4) incur liens, and (5) merge or consolidate with another person. | ||||||||||
Senior Notes Due 2018 and 2022 | ||||||||||
On October 7, 2010, we completed a public offering of $525.0 million aggregate principal amount of senior notes, which included $275.0 million of 7.25% Senior Notes due 2018 (the “2018 Notes”) at par and $250.0 million of 7.75% Senior Notes due 2022 (the “2022 Notes”) at par (collectively, the “2018 and 2022 Senior Notes”). We used the net proceeds from the initial offering of the 2018 and 2022 Senior Notes to repay amounts outstanding under the term loan facility of our former credit agreement dated March 2006. | ||||||||||
On March 7, 2011, we completed a public offering of $120 million aggregate principal amount of senior notes, which included an additional $60 million of the 2018 Notes at 103.25% of the principal amount and an additional $60 million of the 2022 Notes at 103.50% of the principal amount. Net proceeds from this offering were approximately $122 million. We used approximately $45 million of the net proceeds to repay a portion of the amounts outstanding under our revolving credit facility. In June 2011, the remainder of the net proceeds were used to redeem a portion of our former senior notes due 2016 outstanding at that time. | ||||||||||
On October 9, 2012, $64.5 million of the net proceeds from our public offering of the 2024 Notes were used to redeem $33.5 million of the outstanding principal amount of our existing 2018 Notes and $31.0 million of the outstanding principal amount of our existing 2022 Notes. The notes were redeemed at a price of 103%, which resulted in an additional cash outlay of $1.9 million from the net proceeds. | ||||||||||
On November 29, 2013, we redeemed $30.2 million and $27.9 million of the outstanding principal amount of our existing 2018 Notes and our existing 2022 Notes, respectively. Pursuant to the terms of these senior notes, this optional redemption represented 10% of the outstanding principal amount of the notes at a price of 103%, which resulted in a total cash outlay of approximately $60 million to retire the $58.1 million in principal. We used a combination of cash on hand and availability under our revolving credit facility for this redemption. | ||||||||||
On October 1, 2014, we redeemed the remaining $271.4 million outstanding principal amount of our 2018 Notes. Pursuant to the terms of the 2018 Notes, this redemption was made at a price of 103.625%, which resulted in a total cash outlay of approximately $281 million to retire the $271.4 million in principal. We used the net proceeds from the $175 million September offering of our existing 2024 Notes discussed below, a $75 million draw under our term loan facilities, and cash on hand for this redemption. The 2018 Notes would have matured on October 1, 2018. Inclusive of financing costs, the effective interest rate on the 2018 Notes was 7.5%. Interest was payable semiannually in arrears on April 1 and October 1 of each year. | ||||||||||
On December 1, 2014, we redeemed $25.1 million of the outstanding principal amount of our existing 2022 Notes. Pursuant to the terms of the 2022 Notes, this optional redemption represented 10% of the outstanding principal amount of the notes at a price of 103%, which resulted in a total cash outlay of approximately $26 million to retire the $25.1 million in principal. We used cash on hand for this redemption. | ||||||||||
2022 Notes | ||||||||||
The 2022 Notes mature on September 15, 2022 and bear interest at a per annum rate of 7.75%. Inclusive of financing costs, the effective interest rate on the 2022 Notes is 7.9%. Interest is payable semiannually in arrears on March 15 and September 15 of each year. | ||||||||||
We may redeem the 2022 Notes, in whole or in part, at any time on or after September 15, 2015, at the redemption prices set forth below: | ||||||||||
Period | Redemption | |||||||||
Price* | ||||||||||
2015 | 103.875 | % | ||||||||
2016 | 102.583 | % | ||||||||
2017 | 101.292 | % | ||||||||
2018 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Senior Notes Due 2020 | ||||||||||
In December 2009, we issued $290.0 million of 8.125% Senior Notes due 2020 (the “2020 Notes”) at 98.327% of par. We used the net proceeds from this transaction along with cash on hand to tender for and redeem all of our former floating rate senior notes due 2014 outstanding at that time. Due to discounts and financing costs, the effective interest rate on the 2020 Notes is 8.7%. Interest is payable semiannually in arrears on February 15 and August 15 of each year. | ||||||||||
We may redeem the 2020 Notes, in whole or in part, at any time on or after February 15, 2015, at the redemption prices set forth below: | ||||||||||
Period | Redemption Price* | |||||||||
2015 | 104.063 | % | ||||||||
2016 | 102.708 | % | ||||||||
2017 | 101.354 | % | ||||||||
2018 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Senior Notes Due 2024 | ||||||||||
On September 11, 2012, we completed a public offering of $275 million aggregate principal amount of 5.75% Senior Notes due 2024 (the “2024 Notes”) at a public offering price of 100% of the principal amount. Net proceeds from this offering were approximately $270 million. We used $195 million of the net proceeds to repay the amounts outstanding under our revolving credit facility. Additionally, in October 2012, $64.5 million of the net proceeds were used to redeem a portion of our 2018 and 2022 Senior Notes. | ||||||||||
On September 18, 2014, we issued an additional $175 million of the 2024 Notes at a price of 103.625% of the principal amount, which resulted in approximately $182 million in net proceeds from the public offering. We used the net proceeds to redeem the 2018 Notes, as discussed above. | ||||||||||
On January 29, 2015, we issued an additional $400 million of the 2024 Notes at a price of 102% of the principal amount, which resulted in approximately $406 million in net proceeds from the public offering. We used $250 million of the net proceeds to repay borrowings under our term loan facilities, with the remaining net proceeds used to repay borrowings under our revolving credit facility. | ||||||||||
The 2024 Notes mature on November 1, 2024 and bear interest at a per annum rate of 5.75%. Inclusive of financing costs, the effective interest rate on the 2024 Notes is 5.8%. Interest is payable semiannually in arrears on May 1 and November 1 of each year. | ||||||||||
We may redeem the 2024 Notes, in whole or in part, at any time on or after November 1, 2017, at the redemption prices set forth below: | ||||||||||
Period | Redemption | |||||||||
Price* | ||||||||||
2017 | 102.875 | % | ||||||||
2018 | 101.917 | % | ||||||||
2019 | 100.958 | % | ||||||||
2020 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Convertible Notes | ||||||||||
Convertible Senior Subordinated Notes Due 2043 | ||||||||||
On November 18, 2013, we exchanged $320 million in aggregate principal amount of newly issued 2.00% Convertible Senior Subordinated Notes due 2043 (the “Convertible Notes”) for 257,110 shares of our outstanding 6.50% Series A Convertible Perpetual Preferred Stock. The Company’s Convertible Notes were issued pursuant to an indenture dated November 18, 2013 (the “Convertible Notes Indenture”) between us and Wells Fargo Bank, National Association, as trustee and conversion agent. The Convertible Notes are senior subordinated unsecured obligations of the Company. As such, the Convertible Notes are subordinated to all our existing and future senior unsecured debt and are effectively subordinated to our existing and future secured debt to the extent of the value of the collateral securing such debt. Additionally, the Convertible Notes are structurally subordinated to all existing and future debt and other obligations of our subsidiaries. | ||||||||||
The Convertible Notes bear regular interest at a rate of 2.0% per year payable semiannually in arrears in cash on June 1 and December 1 of each year. Beginning with the six-month period starting December 1, 2018, contingent interest is payable, in addition to regular interest, if the trading price of the Convertible Notes for each of the five trading days ending two trading days prior to any six-month contingent interest period is equal to or greater than $1,200. The amount of contingent interest payable per $1,000 principal amount of the Convertible Notes in respect of any contingent interest period is equal to 0.25% of the average trading price of the Convertible Notes during the specified measurement period. Due to discounts and financing costs, the effective interest rate on the Convertible Notes is 6.0%. | ||||||||||
The Convertible Notes mature on December 1, 2043, unless earlier redeemed, repurchased, or converted. The Convertible Notes are convertible, at the option of the holder, at any time on or prior to the close of business on the business day immediately preceding December 1, 2043 into shares of our common stock at an initial conversion rate of 25.2194 shares per $1,000 principal amount of the Convertible Notes, subject to customary antidilution adjustments. This conversion rate equates to an initial conversion price of $39.652 per share. We may elect to settle any conversion, in whole or in part, by delivering cash in lieu of shares. Upon the occurrence of certain change of control events and a redemption prior to December 2018, in either case, in connection with elections by holders to convert their Convertible Notes, we will pay a make-whole premium on any Convertible Notes converted by increasing the conversion rate on such Convertible Notes. | ||||||||||
The payment of dividends on our common stock has triggered and will continue to trigger, from time to time, the antidilutive adjustment provisions of the Convertible Notes, except in instances when such adjustments are deemed de minimis. The current conversion price of the Convertible Notes is $38.82, and the current conversion rate is 25.7582 for each $1,000 principal amount of the Convertible Notes. | ||||||||||
Prior to December 1, 2018, we may redeem all or any part of the Convertible Notes if the volume weighted average price per share of our common stock is at least 120% of the conversion price of the Convertible Notes for at least 20 trading days during any 30 consecutive trading day period, at a redemption price equal to 100% of the principal amount of Convertible Notes to be redeemed, plus accrued and unpaid interest, provided that, as described above, the holders may elect to convert their Convertible Notes in lieu of the redemption and receive any make-whole premium due. On or after December 1, 2018, we may, at our option, redeem all or any part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. | ||||||||||
Upon the occurrence of a fundamental change (as defined in the Convertible Notes Indenture), each holder of the Convertible Notes may require us to repurchase for cash all or any portion of such holders’ Convertible Notes at a price equal to 100% of the principal amount of the repurchased Convertible Notes, plus accrued and unpaid interest thereon to, but excluding, the repurchase date and, if the fundamental change also constitutes a nonstock change of control (as defined in the Convertible Notes Indenture), the amount of any make-whole premium due. Holders may, at their option, also require us to repurchase all or any portion of such holders’ Convertible Notes on December 1 of 2020, 2027, 2034, and 2041 at a price equal to 100% of the principal amount of the repurchased Convertible Notes, plus accrued and unpaid interest thereon to, but excluding, the repurchase date. | ||||||||||
The Convertible Notes Indenture contains customary events of default, which includes, among other things, a default in the obligation of the Company to convert the Convertible Notes that continues for five business days. | ||||||||||
See also Note 10, Convertible Perpetual Preferred Stock. | ||||||||||
Other Notes Payable— | ||||||||||
Our notes payable consist of the following (in millions): | ||||||||||
As of December 31, | ||||||||||
2014 | 2013 | Interest Rates | ||||||||
Sale/leaseback transactions involving real estate accounted for as financings | $ | 28 | $ | 28 | 8.1% to 11.2% | |||||
Acquisition of an inpatient rehabilitation unit | 2.9 | 4.3 | 7.80% | |||||||
Construction of a new hospital | 10.4 | 13.5 | LIBOR + 2.5%; | |||||||
2.7% as of December 31, 2014 | ||||||||||
Other | 0.3 | 1.8 | 5.7% to 6.8% | |||||||
Other notes payable | $ | 41.6 | $ | 47.6 | ||||||
Capital Lease Obligations— | ||||||||||
We engage in a significant number of leasing transactions including real estate and other equipment utilized in operations. Leases meeting certain accounting criteria have been recorded as an asset and liability at the lower of fair value or the net present value of the aggregate future minimum lease payments at the inception of the lease. Interest rates used in computing the net present value of the lease payments generally ranged from 4% to 11% based on our incremental borrowing rate at the inception of the lease. Our leasing transactions include arrangements for vehicles with major finance companies and manufacturers who retain ownership in the equipment during the term of the lease and with a variety of both small and large real estate owners. |
SelfInsured_Risks
Self-Insured Risks | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Self-Insured Risks [Abstract] | ||||||||||||
Self-Insured Risks | Self-Insured Risks: | |||||||||||
We insure a substantial portion of our professional liability, general liability, and workers’ compensation risks through a self-insured retention program (“SIR”) underwritten by our consolidated wholly owned offshore captive insurance subsidiary, HCS, Ltd., which we fund via regularly scheduled premium payments. HCS is an independent insurance company licensed by the Cayman Island Monetary Authority. We use HCS to fund our first layer of insurance coverage up to $24.5 million for general and professional liability risks. Workers’ compensation exposures are capped on a per claim basis. Risks in excess of specified limits per claim and in excess of our aggregate SIR amount are covered by unrelated commercial carriers. | ||||||||||||
The following table presents the changes in our self-insurance reserves for the years ended December 31, 2014, 2013, and 2012 (in millions): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of period, gross | $ | 140.3 | $ | 148.3 | $ | 153.3 | ||||||
Less: Reinsurance receivables | (32.6 | ) | (29.4 | ) | (34.4 | ) | ||||||
Balance at beginning of period, net | 107.7 | 118.9 | 118.9 | |||||||||
Increase for the provision of current year claims | 34.7 | 34.4 | 33.8 | |||||||||
Decrease for the provision of prior year claims | (3.5 | ) | (5.9 | ) | (6.4 | ) | ||||||
Decrease related to change in statistical confidence level | — | (6.7 | ) | — | ||||||||
Expenses related to discontinued operations | (0.3 | ) | (1.8 | ) | (1.9 | ) | ||||||
Payments related to current year claims | (4.4 | ) | (3.9 | ) | (4.2 | ) | ||||||
Payments related to prior year claims | (25.9 | ) | (27.3 | ) | (21.3 | ) | ||||||
Acquisition of Encompass | 0.3 | — | — | |||||||||
Balance at end of period, net | 108.6 | 107.7 | 118.9 | |||||||||
Add: Reinsurance receivables | 26 | 32.6 | 29.4 | |||||||||
Balance at end of period, gross | $ | 134.6 | $ | 140.3 | $ | 148.3 | ||||||
As of December 31, 2014 and 2013, $35.9 million and $42.1 million, respectively, of these reserves are included in Other current liabilities in our consolidated balance sheets. | ||||||||||||
Provisions for these risks are based primarily upon actuarially determined estimates. These reserves represent the unpaid portion of the estimated ultimate cost of all reported and unreported losses incurred through the respective consolidated balance sheet dates. The reserves are estimated using individual case-basis valuations and actuarial analyses. Those estimates are subject to the effects of trends in loss severity and frequency. The estimates are continually reviewed and adjustments are recorded as experience develops or new information becomes known. The changes to the estimated ultimate loss amounts are included in current operating results. | ||||||||||||
Over the past few years, we have experienced volatility in our estimates of prior year claim reserves due primarily to favorable trends in claims and industry-wide loss development trends. Our efforts to improve patient safety and overall quality of care, as well as our efforts to reduce workplace injuries, have helped contain our ultimate claim costs. With the accumulation of this additional historical data and current favorable trends, when we analyzed our assumptions during our semi-annual review of our self-insurance reserves in the fourth quarter of 2013, we lowered the statistical confidence level used to determine our self-insurance reserves from 70% to 50%. This change, which reflects our current best estimate based on the trends we are experiencing in the resolution of claims, reduced our reserves included in continuing operations by $6.7 million in the fourth quarter of 2013. | ||||||||||||
The reserves for these self-insured risks cover approximately 1,100 and 1,150 individual claims at December 31, 2014 and 2013, respectively, and estimates for potential unreported claims. The time period required to resolve these claims can vary depending upon the jurisdiction, the nature, and the form of resolution of the claims. The estimation of the timing of payments beyond a year can vary significantly. Although considerable variability is inherent in reserve estimates, management believes the reserves for losses and loss expenses are adequate; however, there can be no assurance the ultimate liability will not exceed management’s estimates. |
Convertible_Perpetual_Preferre
Convertible Perpetual Preferred Stock | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Convertible Perpetual Preferred Stock [Abstract] | ||||||||
Convertible Perpetual Preferred Stock | Convertible Perpetual Preferred Stock: | |||||||
On March 7, 2006, we completed the sale of 400,000 shares of our 6.50% Series A Convertible Perpetual Preferred Stock. The preferred stock has a liquidation preference of $1,000 per share of preferred stock, which is contingently subject to accretion. Holders of the preferred stock are entitled to receive, when and if declared by our board of directors, cash dividends at the rate of 6.50% per annum on the accreted liquidation preference per share, payable quarterly in arrears. Dividends on the preferred stock are cumulative. Each holder of preferred stock has one vote for each share held by the holder on all matters voted upon by the holders of our common stock. | ||||||||
The preferred stock is convertible, at the option of the holder, at any time into shares of our common stock. We may at any time cause the shares of preferred stock to be automatically converted into shares of our common stock at the conversion rate then in effect if the closing sale price of our common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date we give the notice of forced conversion exceeds 150% of the conversion price of the preferred stock. If we are subject to a fundamental change, as defined in the certificate of designation of the preferred stock, each holder of shares of preferred stock has the right, subject to certain limitations, to require us to purchase with cash any or all of its shares of preferred stock at a purchase price equal to 100% of the accreted liquidation preference, plus any accrued and unpaid dividends to the date of purchase. In addition, if holders of the preferred stock elect to convert shares of preferred stock in connection with certain fundamental changes, we will in certain circumstances increase the conversion rate for such shares of preferred stock. As redemption of the preferred stock is contingent upon the occurrence of a fundamental change, and since we do not deem a fundamental change probable of occurring, accretion of our Convertible perpetual preferred stock is not necessary. | ||||||||
The agreement underlying the preferred stock includes antidilutive protection that requires adjustments to the number of shares of common stock issuable upon conversion and the exercise price for common stock upon the occurrence of certain events, including payment of cash dividends on our common stock after a de minimis threshold. At issuance, the preferred stock had a conversion price of $30.50 per share, which was equal to an initial conversion rate of 32.7869 shares of common stock per share of preferred stock. The payment of dividends on our common stock has triggered and will continue to trigger, from time to time, the antidilutive adjustment provisions of the preferred stock, except when such adjustments are deemed de minimis. The current conversion price of the preferred stock is $29.70, and the current conversion rate is 33.6700 for each preferred share. | ||||||||
During the year ended December 31, 2012, we repurchased 46,645 shares of our preferred stock for total cash consideration of $46.5 million, including fees. In the fourth quarter of 2013, we exchanged $320.0 million in aggregate principal amount of newly issued 2.00% Convertible Senior Subordinated Notes due 2043 for 257,110 shares of our outstanding preferred stock. No common stock was issued as part of these exchange transactions. As of December 31, 2014 and 2013, 96,245 shares of our preferred stock remained outstanding. See Note 8, Long-term Debt. | ||||||||
The following is a summary of the activity related to our Convertible perpetual preferred stock from December 31, 2011 to December 31, 2014 (in millions, except share data): | ||||||||
Number of Shares Outstanding | Amount | |||||||
Balance as of December 31, 2011 | 400,000 | $ | 387.4 | |||||
Repurchase of preferred stock | (46,645 | ) | (45.2 | ) | ||||
Balance as of December 31, 2012 | 353,355 | 342.2 | ||||||
Repurchase of preferred stock | (257,110 | ) | (249.0 | ) | ||||
Balance as of December 31, 2013 and 2014 | 96,245 | 93.2 | ||||||
The allocation of the consideration exchanged for repurchases of preferred stock is as follows (in millions): | ||||||||
For the Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Carrying value of shares repurchased | $ | 249 | $ | 45.2 | ||||
Cumulative dividends included as part of repurchase price | 2.2 | 0.5 | ||||||
Excess exchanged in transaction | 71.6 | 0.8 | ||||||
$ | 322.8 | $ | 46.5 | |||||
For 2013, the difference between the fair value of the consideration paid to the holders of the preferred stock, or $322.8 million (including fees), and the carrying value of the preferred stock in our balance sheet, or $249.0 million, resulted in a charge of $73.8 million to Capital in excess of par value that was treated like a dividend and subtracted from Net income to arrive at Net income attributable to HealthSouth common shareholders in our consolidated statement of operations. Of this amount, $2.2 million represents cumulative dividends through the date of the repurchase transactions. | ||||||||
For 2012, the difference between the fair value of the consideration paid to the holders of the preferred stock, or $46.5 million (including fees), and the carrying value of the preferred stock in our balance sheet, or $45.2 million, resulted in a charge of $1.3 million to Capital in excess of par value that was treated like a dividend and subtracted from Net income to arrive at Net income attributable to HealthSouth common shareholders in our consolidated statement of operations. Of this amount, $0.5 million represents cumulative dividends through the date of the repurchase transactions. | ||||||||
We declared $6.3 million, $21.0 million, and $23.9 million in dividends on our preferred stock in the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014 and 2013, accrued dividends of $1.6 million were included in Other current liabilities on our consolidated balance sheets. These accrued dividends were paid in January 2015 and 2014, respectively. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interests | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Redeemable Noncontrolling Interests [Abstract] | ||||||||||||
Redeemable Noncontolling Interests | Redeemable Noncontrolling Interests | |||||||||||
The following is a summary of the activity related to our Redeemable noncontrolling interests (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of period | $ | 13.5 | $ | 7.2 | $ | 7.3 | ||||||
Acquisition of Encompass | 64.5 | — | — | |||||||||
Net income attributable to noncontrolling interests | 6.6 | 5.8 | 3.8 | |||||||||
Distributions | (8.5 | ) | (4.9 | ) | (3.9 | ) | ||||||
Contribution to joint venture | 4.3 | 7.1 | — | |||||||||
Change in fair value | 4.3 | (1.7 | ) | — | ||||||||
Balance at end of period | $ | 84.7 | $ | 13.5 | $ | 7.2 | ||||||
The following table reconciles the net income attributable to nonredeemable Noncontrolling interests, as recorded in the shareholders’ equity section of the consolidated balance sheets, and the net income attributable to Redeemable noncontrolling interests, as recorded in the mezzanine section of the consolidated balance sheets, to the Net income attributable to noncontrolling interests presented on the consolidated statements of operations (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to nonredeemable noncontrolling interests | $ | 53.1 | $ | 52 | $ | 47.1 | ||||||
Net income attributable to redeemable noncontrolling interests | 6.6 | 5.8 | 3.8 | |||||||||
Net income attributable to noncontrolling interests | $ | 59.7 | $ | 57.8 | $ | 50.9 | ||||||
See also Note 2, Business Combinations. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Fair Value Measurements | Fair Value Measurements: | ||||||||||||||||||
Our financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in millions): | |||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||
As of December 31, 2014 | Fair Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Valuation Technique (1) | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||
Prepaid expenses and other current assets: | |||||||||||||||||||
Current portion of restricted marketable securities | $ | 4.6 | $ | — | $ | 4.6 | $ | — | M | ||||||||||
Other long-term assets: | |||||||||||||||||||
Restricted marketable securities | 45.9 | — | 45.9 | — | M | ||||||||||||||
As of December 31, 2013 | |||||||||||||||||||
Prepaid expenses and other current assets: | |||||||||||||||||||
Current portion of restricted marketable securities | $ | 4.7 | $ | — | $ | 4.7 | $ | — | M | ||||||||||
Other long-term assets: | |||||||||||||||||||
Restricted marketable securities | 42.9 | — | 42.9 | — | M | ||||||||||||||
(1) | The three valuation techniques are: market approach (M), cost approach (C), and income approach (I). | ||||||||||||||||||
In addition to assets and liabilities recorded at fair value on a recurring basis, we are also required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. | |||||||||||||||||||
As a result of our consolidation of Fairlawn in 2014 and St. Vincent Rehabilitation Hospital in 2012 and the remeasurement of our previously held equity interest in each at fair value, we recorded a $27.2 million gain and a $4.9 million gain as part of Other income during the years ended December 31, 2014 and 2012, respectively. We determined the fair value of our previously held equity interest using the income approach. The income approach included the use of each hospital’s projected operating results and cash flows discounted using a rate that reflects market participant assumptions for each hospital. The projected operating results used management’s best estimates of economic and market conditions over the forecasted period including assumptions for pricing and volume, operating expenses, and capital expenditures. See Note 2, Business Combinations. During the year ended December 31, 2013, we did not record any material gains or losses related to our nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis as part of our continuing operations. | |||||||||||||||||||
As discussed in Note 1, Summary of Significant Accounting Policies, “Fair Value Measurements,” the carrying value equals fair value for our financial instruments that are not included in the table below and are classified as current in our consolidated balance sheets. The carrying amounts and estimated fair values for our other financial instruments are presented in the following table (in millions): | |||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||
Long-term debt: | |||||||||||||||||||
Advances under revolving credit facility | $ | 325 | $ | 325 | $ | 45 | $ | 45 | |||||||||||
Term loan facilities | 450 | 450 | — | — | |||||||||||||||
7.25% Senior Notes due 2018 | — | — | 272.4 | 291.4 | |||||||||||||||
8.125% Senior Notes due 2020 | 287 | 302.5 | 286.6 | 319.4 | |||||||||||||||
7.75% Senior Notes due 2022 | 227.1 | 240.7 | 252.5 | 275 | |||||||||||||||
5.75% Senior Notes due 2024 | 456.2 | 471.4 | 275 | 273.6 | |||||||||||||||
2.00% Convertible Senior Subordinated Notes due 2043 | 258 | 358.4 | 249.5 | 339.7 | |||||||||||||||
Other notes payable | 41.6 | 41.6 | 47.6 | 47.6 | |||||||||||||||
Financial commitments: | |||||||||||||||||||
Letters of credit | — | 31.8 | — | 36.5 | |||||||||||||||
Fair values for our long-term debt and financial commitments are determined using inputs, including quoted prices in nonactive markets, that are observable either directly or indirectly, or Level 2 inputs within the fair value hierarchy. See Note 1, Summary of Significant Accounting Policies, “Fair Value Measurements.” | |||||||||||||||||||
See also Note 11, Redeemable Noncontrolling Interests, and Note 15, Assets and Liabilities in and Results of Discontinued Operations. |
ShareBased_Payments
Share-Based Payments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | Share-Based Payments: | ||||||||||||
The Company has awarded employee stock-based compensation in the form of stock options and restricted stock awards under the terms of share-based incentive plans designed to align employee and executive interests to those of its stockholders. All employee stock-based compensation awarded in 2014, 2013, and 2012 was issued under the Amended and Restated 2008 Equity Incentive Plan, a stockholder-approved plan that reserves and provides for the grant of up to nine million shares of common stock. This plan allows the grants of nonqualified stock options, incentive stock options, restricted stock, stock appreciation rights, performance shares, performance share units, dividend equivalents, restricted stock units (“RSUs”), and/or other stock-based awards. | |||||||||||||
See also Note 2, Business Combinations. | |||||||||||||
Stock Options— | |||||||||||||
Under our share-based incentive plans, officers and employees are given the right to purchase shares of HealthSouth common stock at a fixed grant price determined on the day the options are granted. The terms and conditions of the options, including exercise prices and the periods in which options are exercisable, are generally at the discretion of the compensation committee of our board of directors. However, no options are exercisable beyond ten years from the date of grant. Granted options vest over the awards’ requisite service periods, which is generally three years. | |||||||||||||
The fair values of the options granted during the years ended December 31, 2014, 2013, and 2012 have been estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected volatility | 40.3 | % | 41.8 | % | 42.8 | % | |||||||
Risk-free interest rate | 2.2 | % | 1.4 | % | 1.4 | % | |||||||
Expected life (years) | 7.2 | 7.2 | 7 | ||||||||||
Dividend yield | 2.1 | % | 0 | % | 0 | % | |||||||
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. We estimate our expected term through an analysis of actual, historical post-vesting exercise, cancellation, and expiration behavior by our employees and projected post-vesting activity of outstanding options. We calculate volatility based on the historical volatility of our common stock over the period commensurate with the expected life of the options. The risk-free interest rate is the implied daily yield currently available on U.S. Treasury issues with a remaining term closely approximating the expected term used as the input to the Black-Scholes option-pricing model. While our board of directors initiated quarterly cash dividends on our common stock in 2013 (see Note 17, Earnings per Common Share), we did not include a dividend payment as part of our pricing model in 2013 and 2012 because we had not historically paid dividends at the time of our option grants. In 2014, we estimated our dividend yield based on our annual dividend rate and our stock price on the dividend payment dates. We estimate forfeitures through an analysis of actual, historical pre-vesting option forfeiture activity. Under the Black-Scholes option-pricing model, the weighted-average fair value per share of employee stock options granted during the years ended December 31, 2014, 2013, and 2012 was $11.41, $10.96, and $9.57, respectively. | |||||||||||||
A summary of our stock option activity and related information is as follows: | |||||||||||||
Shares | Weighted- Average Exercise Price per Share | Weighted- Average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||
(In Thousands) | (In Millions) | ||||||||||||
Outstanding, December 31, 2013 | 2,361 | $ | 20.82 | ||||||||||
Granted | 136 | 31.97 | |||||||||||
Exercised | (290 | ) | 25.78 | ||||||||||
Forfeitures | — | — | |||||||||||
Expirations | — | — | |||||||||||
Outstanding, December 31, 2014 | 2,207 | 20.85 | 4.3 | $ | 38.9 | ||||||||
Exercisable, December 31, 2014 | 1,895 | 19.88 | 3.7 | 35.2 | |||||||||
We recognized approximately $1.9 million, $2.1 million, and $2.0 million of compensation expense related to our stock options for the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, there was $1.8 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 20 months. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013, and 2012 was $2.4 million, $1.9 million, and $0.1 million, respectively. | |||||||||||||
Restricted Stock— | |||||||||||||
The restricted stock awards granted in 2014, 2013, and 2012 included service-based awards, performance-based awards (that also included a service requirement), and market condition awards (that also included a service requirement). These awards generally vest over a three-year requisite service period. For awards with a service and/or performance requirement, the fair value of the award is determined by the closing price of our common stock on the grant date. For awards with a market condition, the fair value of the awards is determined using a lattice model. Inputs into the model include the historical price volatility of our common stock, the historical volatility of the common stock of the companies in the defined peer group, and the risk free interest rate. Utilizing these inputs and potential future changes in stock prices, multiple trials are run to determine the fair value. | |||||||||||||
A summary of our issued restricted stock awards is as follows (share information in thousands): | |||||||||||||
Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
Nonvested shares at December 31, 2013 | 1,162 | $ | 22.89 | ||||||||||
Granted | 861 | 23.94 | |||||||||||
Vested | (782 | ) | 23.35 | ||||||||||
Forfeited | (44 | ) | 23.72 | ||||||||||
Nonvested shares at December 31, 2014 | 1,197 | 23.31 | |||||||||||
The weighted-average grant date fair value of restricted stock granted during the years ended December 31, 2013 and 2012 was $23.55 and $19.30 per share, respectively. We recognized approximately $20.8 million, $21.6 million, and $21.2 million of compensation expense related to our restricted stock awards for the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, there was $16.4 million of unrecognized compensation expense related to unvested restricted stock. This cost is expected to be recognized over a weighted-average period of 19 months. The remaining unrecognized compensation expense for the performance-based awards may vary each reporting period based on changes in the expected achievement of performance measures. The total fair value of shares vested during the years ended December 31, 2014, 2013, and 2012 was $25.9 million, $15.7 million, and $34.0 million, respectively. | |||||||||||||
Nonemployee Stock-Based Compensation Plans— | |||||||||||||
During the years ended December 31, 2014, 2013, and 2012, we provided incentives to our nonemployee members of our board of directors through the issuance of RSUs out of our share-based incentive plans. RSUs are fully vested when awarded and receive dividend equivalents in the form of additional RSUs upon the payment of a cash dividend on our common stock. During the years ended December 31, 2014, 2013, and 2012, we issued 36,350, 51,180, and 42,903 RSUs, respectively, with a fair value of $33.02, $22.47, and $20.98, respectively, per unit. We recognized approximately $1.2 million, $1.2 million, and $0.9 million, respectively, of compensation expense upon their issuance in 2014, 2013, and 2012. There was no unrecognized compensation related to unvested shares as of December 31, 2014. During the years ended December 31, 2014 and 2013, we issued an additional 8,149 and 1,831, respectively, of RSUs as dividend equivalents. As of December 31, 2014, 353,466 RSUs were outstanding. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans: |
Substantially all HealthSouth employees are eligible to enroll in HealthSouth-sponsored healthcare plans, including coverage for medical and dental benefits. Our primary healthcare plans are national plans administered by third-party administrators. We are self-insured for these plans. During 2014, 2013, and 2012, costs associated with these plans, net of amounts paid by employees, approximated $85.2 million, $73.4 million, and $67.8 million, respectively. | |
The HealthSouth Retirement Investment Plan is a qualified 401(k) savings plan. The plan allows eligible employees to contribute up to 100% of their pay on a pre-tax basis into their individual retirement account in the plan subject to the normal maximum limits set annually by the Internal Revenue Service. HealthSouth’s employer matching contribution is 50% of the first 6% of each participant’s elective deferrals. All contributions to the plan are in the form of cash. Employees who are at least 21 years of age are eligible to participate in the plan. Employer contributions vest 100% after three years of service. Participants are always fully vested in their own contributions. | |
Employer contributions to the HealthSouth Retirement Investment Plan approximated $13.9 million, $13.2 million, and $13.2 million in 2014, 2013, and 2012, respectively. In 2014, 2013, and 2012, approximately $0.5 million, $0.5 million, and $0.8 million, respectively, from the plan’s forfeiture account were used to fund the matching contributions in accordance with the terms of the plan. | |
Senior Management Bonus Program— | |
We maintain a Senior Management Bonus Program to reward senior management for performance based on a combination of corporate or regional goals and individual goals. The corporate and regional goals are approved on an annual basis by our board of directors as part of our routine budgeting and financial planning process. The individual goals, which are weighted according to importance, are determined between each participant and his or her immediate supervisor. The program applies to persons who join the Company in, or are promoted to, senior management positions. In 2015, we expect to pay approximately $7.9 million under the program for the year ended December 31, 2014. In February 2014 and 2013, we paid $11.5 million and $11.4 million, respectively, under the program for the years ended December 31, 2013 and 2012. |
Assets_and_Liabilities_in_and_
Assets and Liabilities in and Results of Discontinued Operations | 12 Months Ended |
Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Results of Discontinued Operations | Assets and Liabilities in and Results of Discontinued Operations: |
In connection with the 2007 sale of our surgery centers division (now known as Surgical Care Affiliates, or “SCA”) to ASC Acquisition LLC, an affiliate of TPG Partners V, L.P. (“TPG”), a private investment partnership, we received an option, subject to terms and conditions set forth below, to purchase up to a 5% equity interest in SCA. The price of the option is equal to the original issuance price of the units subscribed for by TPG and certain other co-investors in connection with the acquisition plus a 15% premium, compounded annually. The option has a term of ten years and is exercisable upon certain liquidity events, including a public offering of SCA’s shares of common stock that results in 30% or more of SCA’s common stock being listed or traded on a national securities exchange. On November 4, 2013, SCA announced the closing of its initial public offering, which was not a qualifying liquidity event. | |
During the second quarter of 2014, we entered into an amendment to the option agreement that requires us to settle the option net of our exercise price. The addition of this new feature resulted in the option becoming a derivative that must be recorded as an asset or liability on our consolidated balance sheet and marked to market each period. As of December 31, 2014, the fair value of this option was $9.9 million and is included in Other long-term assets in our consolidated balance sheet. Income from discontinued operations, net of tax for the year ended December 31, 2014 included a $9.9 million net gain resulting from the initial recording of this option as a derivative and its fair value adjustments during 2014. | |
The fair value of the option and related adjustments were determined using a lattice model. Inputs into the model included the historical price volatility of SCA’s common stock, the risk free interest rate, and probability factors for the timing of when the option will be exercisable, or Level 3 inputs. | |
Income from discontinued operations, net of tax, in 2012 primarily resulted from gains associated with the sale of the real estate of Dallas Medical Center and an investment we had in a cancer treatment center that was part of our former diagnostic division. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes: | |||||||||||
The significant components of the Provision for income tax expense related to continuing operations are as follows (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 2.5 | $ | 0.9 | $ | 0.7 | ||||||
State and other | 10.8 | 5.4 | 5.2 | |||||||||
Total current expense | 13.3 | 6.3 | 5.9 | |||||||||
Deferred: | ||||||||||||
Federal | 95.3 | 11.3 | 104.2 | |||||||||
State and other | 2.1 | (4.9 | ) | (1.5 | ) | |||||||
Total deferred expense | 97.4 | 6.4 | 102.7 | |||||||||
Total income tax expense related to continuing operations | $ | 110.7 | $ | 12.7 | $ | 108.6 | ||||||
A reconciliation of differences between the federal income tax at statutory rates and our actual income tax expense on our income from continuing operations, which include federal, state, and other income taxes, is presented below: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax expense at statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Increase (decrease) in tax rate resulting from: | ||||||||||||
State and other income taxes, net of federal tax benefit | 4.3 | % | 4 | % | 3.7 | % | ||||||
Decrease in valuation allowance | (1.9 | )% | (2.3 | )% | (2.8 | )% | ||||||
Settlement of tax claims | — | % | (28.7 | )% | 0.3 | % | ||||||
Noncontrolling interests | (5.1 | )% | (5.1 | )% | (5.1 | )% | ||||||
Acquisition of additional equity interest in Fairlawn | (3.6 | )% | — | % | — | % | ||||||
Other, net | (0.1 | )% | 0.3 | % | 0.8 | % | ||||||
Income tax expense | 28.6 | % | 3.2 | % | 31.9 | % | ||||||
The Provision for income tax expense in 2014 was less than the federal statutory rate primarily due to: (1) the impact of noncontrolling interests, (2) the nontaxable gain discussed in Note 2, Business Combinations, related to our acquisition of an additional 30% equity interest in Fairlawn, and (3) a decrease in our valuation allowance, as discussed below, offset by (4) state and other income tax expense. As a result of the Fairlawn transaction, we released the deferred tax liability associated with the outside tax basis of our investment in Fairlawn because we now possess sufficient ownership to allow for the historical outside tax basis difference to be resolved through a tax-free transaction in the future. See Note 1, Summary of Significant Accounting Policies, “Income Taxes,” for a discussion of the allocation of income or loss related to pass-through entities, which is referred to as the impact of noncontrolling interests in the above table. | ||||||||||||
In April 2013, we entered into closing agreements with the IRS that settled federal income tax matters related to the previous restatement of our 2000 and 2001 financial statements, as well as certain other tax matters, through December 31, 2008. As a result of these closing agreements, we increased our deferred tax assets, primarily our federal net operating loss carryforward (“NOL”), and recorded a net federal income tax benefit of approximately $115 million in the second quarter of 2013. This federal income tax benefit primarily resulted from an approximate $283 million increase to our federal NOL on a gross basis. | ||||||||||||
The Provision for income tax expense in 2013 was less than the federal statutory rate primarily due to: (1) the IRS settlement discussed above, (2) the impact of noncontrolling interests, and (3) a decrease in our valuation allowance, as discussed below, offset by (4) state and other income tax expense. The Provision for income tax expense in 2012 is less than the federal statutory rate primarily due to: (1) the impact of noncontrolling interests and (2) a decrease in the valuation allowance, as discussed below, offset by (3) state and other income tax expense. | ||||||||||||
Deferred income taxes recognize the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes and the impact of available NOLs. The significant components of HealthSouth’s deferred tax assets and liabilities are presented in the following table (in millions): | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred income tax assets: | ||||||||||||
Net operating loss | $ | 301.3 | $ | 416.5 | ||||||||
Property, net | 40.7 | 44.3 | ||||||||||
Insurance reserve | 25.6 | 28.5 | ||||||||||
Stock-based compensation | 23.7 | 26.8 | ||||||||||
Allowance for doubtful accounts | 18 | 15.3 | ||||||||||
Alternative minimum tax | 10.5 | 11.1 | ||||||||||
Carrying value of partnerships | 23.8 | 19.8 | ||||||||||
Other accruals | 20.6 | 19 | ||||||||||
Tax credits | 9.9 | 2 | ||||||||||
Other | 1.6 | 1.2 | ||||||||||
Total deferred income tax assets | 475.7 | 584.5 | ||||||||||
Less: Valuation allowance | (23.0 | ) | (30.7 | ) | ||||||||
Net deferred income tax assets | 452.7 | 553.8 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Intangibles | (97.5 | ) | (29.2 | ) | ||||||||
Convertible debt interest | (31.7 | ) | (28.0 | ) | ||||||||
Other | (5.7 | ) | (3.3 | ) | ||||||||
Total deferred income tax liabilities | (134.9 | ) | (60.5 | ) | ||||||||
Net deferred income tax assets | 317.8 | 493.3 | ||||||||||
Less: Current deferred tax assets | 188.4 | 139 | ||||||||||
Noncurrent deferred tax assets | $ | 129.4 | $ | 354.3 | ||||||||
At December 31, 2014, we had an unused federal NOL of $220.4 million (approximately $629.8 million on a gross basis) and state NOLs of $80.9 million. Such losses expire in various amounts at varying times through 2031. Our reported federal NOL as of December 31, 2014 excludes $8.6 million related to operating loss carryforwards resulting from excess tax benefits related to share-based awards, the tax benefits of which, when recognized, will be accounted for as a credit to additional paid-in-capital when they reduce taxes payable. | ||||||||||||
For the years ended December 31, 2014, 2013, and 2012, the net decreases in our valuation allowance were $7.7 million, $9.1 million, and $10.5 million, respectively. The decrease in our valuation allowance in 2014 related primarily to the expiration of state NOLs in certain jurisdictions, our current forecast of future earnings in each jurisdiction, and changes in certain state tax laws. The decrease in our valuation allowance in 2013 related primarily to our capital loss carryforwards, our then current forecast of future earnings in each jurisdiction, and changes in certain state tax laws. During the second quarter of 2013, we determined a valuation allowance related to our capital loss carryforwards was no longer required as sufficient positive evidence existed to substantiate their utilization. This evidence included our partial utilization of these assets as a result of realizing capital gains in 2013 and the identification of sufficient taxable capital gain income within the available capital loss carryforward period. Substantially all of the decrease in the valuation allowance in 2012 related primarily to our determination it is more likely than not a substantial portion of our deferred tax assets will be realized in the future. | ||||||||||||
As of December 31, 2014, we have a remaining valuation allowance of $23.0 million. This valuation allowance remains recorded due to uncertainties regarding our ability to utilize a portion of our state NOLs before they expire. The amount of the valuation allowance has been determined for each tax jurisdiction based on the weight of all available evidence including management’s estimates of taxable income for each jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable. It is possible we may be required to increase or decrease our valuation allowance at some future time if our forecast of future earnings varies from actual results on a consolidated basis or in the applicable state tax jurisdictions, or if the timing of future tax deductions differs from our expectations. | ||||||||||||
As of January 1, 2012, total remaining gross unrecognized tax benefits were $6.0 million, all of which would have affected our effective tax rate if recognized. Total accrued interest expense related to unrecognized tax benefits was $0.1 million as of January 1, 2012. The amount of unrecognized tax benefits changed during 2012 primarily based on our then ongoing discussions with taxing authorities as part of our continued pursuit of the maximization of our tax benefits, primarily related to our federal NOL. Total remaining gross unrecognized tax benefits were $78.0 million as of December 31, 2012, $76.0 million of which would have affected our effective tax rate if recognized. The amount of unrecognized tax benefits changed during 2013 primarily due to the April 2013 IRS settlement discussed above. Total remaining gross unrecognized tax benefits were $1.1 million as of December 31, 2013, $0.4 million of which would have affected our effective tax rate if recognized. The amount of unrecognized tax benefits did not change significantly during 2014. Total remaining gross unrecognized tax benefits were $0.9 million as of December 31, 2014, all of which would affect our effective tax rate if recognized. | ||||||||||||
A reconciliation of the beginning and ending liability for unrecognized tax benefits is as follows (in millions): | ||||||||||||
Gross Unrecognized Income Tax Benefits | Accrued Interest and Penalties | |||||||||||
January 1, 2012 | $ | 6 | $ | 0.1 | ||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 75.8 | — | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (2.5 | ) | — | |||||||||
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | (0.9 | ) | — | |||||||||
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations | (0.4 | ) | (0.1 | ) | ||||||||
December 31, 2012 | 78 | — | ||||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 46.7 | 0.3 | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (1.9 | ) | — | |||||||||
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | (121.7 | ) | — | |||||||||
December 31, 2013 | 1.1 | 0.3 | ||||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 0.7 | 0.1 | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (0.9 | ) | (0.4 | ) | ||||||||
December 31, 2014 | $ | 0.9 | $ | — | ||||||||
Our continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. Interest recorded as part of our income tax provision during 2014, 2013, and 2012 was not material. Accrued interest income related to income taxes as of December 31, 2014 and 2013 was not material. | ||||||||||||
In December 2014, we signed an agreement with the IRS to begin participating in their Compliance Assurance Process, a program in which we and the IRS endeavor to agree on the treatment of significant tax positions prior to the filing of our federal income tax return. As a result of this agreement, the IRS is currently surveying our 2013 federal income tax return and will examine our 2014 return when it is filed. The IRS has previously surveyed our 2012 and 2011 federal income tax returns. We have settled federal income tax examinations with the IRS for all tax years through 2010. Our state income tax returns are also periodically examined by various regulatory taxing authorities. We are currently under audit by two states for tax years ranging from 2007 through 2011. | ||||||||||||
For the tax years that remain open under the applicable statutes of limitations, amounts related to these unrecognized tax benefits have been considered by management in its estimate of our potential net recovery of prior years’ income taxes. We do not expect a material change in our unrecognized tax benefits within the next 12 months due to the closing of the applicable statutes of limitation. |
Earnings_per_Common_Share
Earnings per Common Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings Per Share [Text Block] | Earnings per Common Share: | |||||||||||
The following table sets forth the computation of basic and diluted earnings per common share (in millions, except per share amounts): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic: | ||||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 276.2 | $ | 382.5 | $ | 231.4 | ||||||
Less: Net income attributable to noncontrolling interests included in continuing operations | (59.7 | ) | (57.8 | ) | (50.9 | ) | ||||||
Less: Income allocated to participating securities | (2.3 | ) | (3.4 | ) | (2.2 | ) | ||||||
Less: Convertible perpetual preferred stock dividends | (6.3 | ) | (21.0 | ) | (23.9 | ) | ||||||
Less: Repurchase of convertible perpetual preferred stock | — | (71.6 | ) | (0.8 | ) | |||||||
Income from continuing operations attributable to HealthSouth common shareholders | 207.9 | 228.7 | 153.6 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | (1.1 | ) | 4.5 | ||||||||
Less: Income from discontinued operations allocated to participating securities | (0.1 | ) | — | (0.1 | ) | |||||||
Net income attributable to HealthSouth common shareholders | $ | 213.3 | $ | 227.6 | $ | 158 | ||||||
Denominator: | ||||||||||||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 | |||||||||
Basic earnings per share attributable to HealthSouth common shareholders: | ||||||||||||
Continuing operations | $ | 2.4 | $ | 2.59 | $ | 1.62 | ||||||
Discontinued operations | 0.06 | (0.01 | ) | 0.05 | ||||||||
Net income | $ | 2.46 | $ | 2.58 | $ | 1.67 | ||||||
Diluted: | ||||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 276.2 | $ | 382.5 | $ | 231.4 | ||||||
Less: Net income attributable to noncontrolling interests included in continuing operations | (59.7 | ) | (57.8 | ) | (50.9 | ) | ||||||
Add: Interest on convertible debt, net of tax | 9 | 1 | — | |||||||||
Income from continuing operations attributable to HealthSouth common shareholders | 225.5 | 325.7 | 180.5 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | (1.1 | ) | 4.5 | ||||||||
Net income attributable to HealthSouth common shareholders | $ | 231 | $ | 324.6 | $ | 185 | ||||||
Denominator: | ||||||||||||
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 | |||||||||
Diluted earnings per share attributable to HealthSouth common shareholders: | ||||||||||||
Continuing operations | $ | 2.24 | $ | 2.59 | $ | 1.62 | ||||||
Discontinued operations | 0.05 | (0.01 | ) | 0.05 | ||||||||
Net income | $ | 2.29 | $ | 2.58 | $ | 1.67 | ||||||
The following table sets forth the reconciliation between basic weighted average common shares outstanding and diluted weighted average common shares outstanding (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 | |||||||||
Convertible perpetual preferred stock | 3.2 | 10.5 | 12 | |||||||||
Convertible senior subordinated notes | 8.2 | 1 | — | |||||||||
Restricted stock awards, dilutive stock options, and restricted stock units | 2.5 | 2.5 | 1.5 | |||||||||
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 | |||||||||
For the year ended December 31, 2013, adding back amounts related to the repurchase of our preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. See Note 10, Convertible Perpetual Preferred Stock. For the year ended December 31, 2012, adding back the dividends on our preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. Therefore, basic and diluted earnings per common share are the same for the years ended December 31, 2013 and 2012. | ||||||||||||
Options to purchase approximately 0.1 million shares of common stock were outstanding as of December 31, 2014 and 2013 but were not included in the computation of diluted weighted-average shares because to do so would have been antidilutive. | ||||||||||||
In February 2013, our board of directors approved an increase in our existing common stock repurchase authorization from $125 million (authorized in October 2011) to $350 million. During the first quarter of 2013, we completed a tender offer for our common stock. As a result of the tender offer, we purchased 9.1 million shares at a price of $25.50 per share for a total cost of $234.1 million, including fees and expenses relating to the tender offer. The remaining repurchase authorization expired at the end of the tender offer. | ||||||||||||
In October 2013, our board of directors authorized the repurchase of up to $200 million of our common stock. In February 2014, our board of directors approved an increase in this common stock repurchase authorization from $200 million to $250 million. The repurchase authorization does not require the repurchase of a specific number of shares, has an indefinite term, and is subject to termination at any time by our board of directors. During 2014, we repurchased 1.3 million shares of our common stock in the open market for $43.1 million. | ||||||||||||
In July 2013, our board of directors approved the initiation of a quarterly cash dividend of $0.18 per share on our common stock. The first quarterly dividend was declared in July 2013 and paid in October 2013. This $0.18 per share cash dividend on our common stock was declared and paid each quarter through July 2014. In July 2014, our board of directors approved an increase in the quarterly cash dividend on our common stock and declared a dividend of $0.21 per share. The cash dividend of $0.21 per common share was declared in July 2014 and October 2014 and paid in October 2014 and January 2015. As of December 31, 2014 and 2013, accrued common stock dividends of $18.6 million and $15.8 million were included in Other current liabilities in our consolidated balance sheet. Future dividend payments are subject to declaration by our board of directors. | ||||||||||||
In January 2004, we repaid our then-outstanding 3.25% Convertible Debentures using the net proceeds of a loan arranged by Credit Suisse First Boston. In connection with this transaction, we issued ten million warrants with an expiration date of January 16, 2014 to the lender to purchase shares of our common stock. The agreement underlying these warrants included antidilutive protection that required adjustments to the number of shares of common stock purchasable upon exercise and the exercise price for common stock upon the occurrence of certain events. Following our one-for-five reverse stock split in October 2006, the warrants were exercisable for two million shares of our common stock at an exercise price of $32.50. This antidilution protection also provided for adjustment upon payment of cash dividends on our common stock after a de minimis threshold. The payment in January 2014 of an $0.18 per share dividend on our common stock triggered the antidilutive adjustment for these warrants. When these warrants expired in January 2014, the resulting exercise price of each warrant was $32.16, and the resulting exercise rate was 0.2021 for each warrant. The warrants were not assumed exercised for dilutive shares outstanding for the year ended December 31, 2012 because they were antidilutive in that period. | ||||||||||||
The following table summarizes information relating to these warrants and their activity during 2013 and through their expiration date (number of warrants in millions): | ||||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||||
Common stock warrants outstanding as of December 31, 2012 | 10 | $ | 32.5 | |||||||||
Cashless exercise | (4.8 | ) | 32.5 | |||||||||
Cash exercise | (2.3 | ) | 32.5 | |||||||||
Common stock warrants outstanding as of December 31, 2013 | 2.9 | 32.5 | ||||||||||
Cashless exercise | (1.8 | ) | 32.16 | |||||||||
Cash exercise | (1.0 | ) | 32.16 | |||||||||
Expired | (0.1 | ) | 32.16 | |||||||||
Common stock warrants outstanding as of January 16, 2014 | — | |||||||||||
The above exercises resulted in the issuance of 0.5 million and 0.2 million shares of common stock in 2013 and 2014, respectively. Cash exercises resulted in gross proceeds of $15.3 million and $6.3 million during 2013 and 2014, respectively. | ||||||||||||
On September 30, 2009, we issued 5.0 million shares of common stock and 8.2 million common stock warrants in full satisfaction of our obligation to do so under the January 2007 comprehensive settlement of the consolidated securities action brought against us by our stockholders and bondholders. Each warrant has a term of approximately seven years from the date of issuance and an exercise price of $41.40 per share. The warrants were not assumed exercised for dilutive shares outstanding because they were antidilutive in the periods presented. | ||||||||||||
See also Note 8, Long-term Debt, and Note 10, Convertible Perpetual Preferred Stock. |
Contingencies_and_Other_Commit
Contingencies and Other Commitments | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Other Commitments | Contingencies and Other Commitments: |
We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims, and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims, or legal and regulatory proceedings could materially and adversely affect our financial position, results of operations, and cash flows in a given period. | |
Derivative Litigation— | |
All lawsuits purporting to be derivative complaints on our behalf filed in the Circuit Court of Jefferson County, Alabama since 2002 have been dismissed or consolidated with the first-filed action captioned Tucker v. Scrushy and filed August 28, 2002. Derivative lawsuits in other jurisdictions have been stayed as well. The Tucker complaint asserted claims on our behalf against, among others, a number of our former officers and directors and Ernst & Young LLP, our former auditor. When originally filed, the primary allegations in the Tucker case involved self-dealing by Richard M. Scrushy, our former chairman and chief executive officer, and other insiders through transactions with various entities allegedly controlled by Mr. Scrushy. The complaint was amended four times to add additional defendants and include claims of accounting fraud, improper Medicare billing practices, and additional self-dealing transactions. | |
The claims against all defendants in the Tucker case have been settled or otherwise resolved. The Tucker derivative litigation against Ernst & Young is discussed in more detail below. In 2013, we and the derivative stockholder plaintiffs resolved all claims against the remaining individual defendants. These resolutions included the entry of final judgments against five former officers and resulted in the collection of approximately $5 million during 2013. As a reminder, the 2009 final judgment against Mr. Scrushy found him guilty of fraud and breach of fiduciary duties and ordered him to pay $2.9 billion in damages to us. Our collection efforts against Mr. Scrushy are ongoing. | |
For the years ended December 31, 2014, 2013, and 2012, we recorded net gains of $1.7 million, $9.3 million, and $3.5 million, respectively, in Government, class action, and related settlements in our consolidated statements of operations in connection with our receipt of cash distributions from Mr. Scrushy and the other former officers, after reimbursement of reasonable out-of-pocket expenses incurred by HealthSouth and the attorneys for the derivative stockholder plaintiffs and after recording a liability for the federal securities plaintiffs’ 25% apportionment of the net recovery as required in the January 2007 comprehensive settlement of the consolidated securities action brought against us by our stockholders and bondholders. We are obligated to pay 35% of the recoveries from Mr. Scrushy and the other former officers along with reasonable out-of-pocket expenses to the attorneys for the derivative stockholder plaintiffs. In connection with those obligations, during 2014, 2013, and 2012, $0.7 million, $3.3 million, and $1.4 million, respectively, of the amounts previously collected were distributed to attorneys for the derivative stockholder plaintiffs. We recorded these cash distributions as part of Professional fees—accounting, tax, and legal in our consolidated statements of operations for those years. | |
We had previously recorded an estimated liability for the federal securities plaintiffs’ claim for the 25% apportionment of any net recovery from the defendants in the derivative litigation. In September 2013, these plaintiffs filed a request with the federal court overseeing the related settlement to approve an agreement reached on how to calculate this apportionment obligation. As a result of this filing with the court, we recorded a noncash reduction to the liability originally recorded in 2006 for this obligation during 2013 as part of Government, class action, and related settlements in our consolidated statements of operations. | |
Litigation By and Against Former Independent Auditor— | |
In March 2003, claims on behalf of HealthSouth were brought in the Tucker derivative litigation against Ernst & Young, alleging that from 1996 through 2002, when Ernst & Young served as our independent auditor, Ernst & Young acted recklessly and with gross negligence in performing its duties, and specifically that Ernst & Young failed to perform reviews and audits of our financial statements with due professional care as required by law and by its contractual agreements with us. The claims further allege Ernst & Young either knew of or, in the exercise of due care, should have discovered and investigated the fraudulent and improper accounting practices being directed by certain officers and employees, and should have reported them to our board of directors and the audit committee. The claims sought compensatory and punitive damages, disgorgement of fees received from us by Ernst & Young, and attorneys’ fees and costs. | |
On March 18, 2005, Ernst & Young filed a lawsuit captioned Ernst & Young LLP v. HealthSouth Corp. in the Circuit Court of Jefferson County, Alabama. The complaint alleged we provided Ernst & Young with fraudulent management representation letters, financial statements, invoices, bank reconciliations, and journal entries in an effort to conceal accounting fraud. Ernst & Young claimed that as a result of our actions, Ernst & Young’s reputation had been injured and it incurred damages, expenses, and legal fees. On April 1, 2005, we answered Ernst & Young’s claims and asserted counterclaims related or identical to those asserted in the Tucker action. Upon Ernst & Young’s motion, the Alabama state court referred Ernst & Young’s claims and our counterclaims to arbitration pursuant to a clause in the engagement agreements between HealthSouth and Ernst & Young. In August 2006, we and the derivative plaintiffs agreed to jointly prosecute the claims against Ernst & Young in arbitration. | |
The trial phase of the arbitration process began on July 12, 2010 before a three-person arbitration panel selected under rules of the American Arbitration Association (the “AAA”). On December 18, 2012, the AAA panel granted Ernst & Young’s motion to dismiss our claims on the grounds that HealthSouth was not permitted to pursue its claims since certain of its former officers and employees committed fraudulent acts. The panel also denied and dismissed Ernst & Young’s claims against us. On December 18, 2012, we, together with the stockholder derivative plaintiffs, filed a notice of appeal of the panel’s decision in the Circuit Court of Jefferson County, Alabama. On December 28, 2012, we filed a motion to vacate the decision. We asserted that the panel’s decision was contrary to the Federal Arbitration Act and the duties of a public accounting firm to its corporate clients, and that the arbitrators exceeded their authority by entering an award contrary to Alabama law. On April 25, 2013, the court denied our motion to vacate. On June 4, 2013, we filed a notice of appeal to the Supreme Court of Alabama seeking review of the circuit court's denial of our motion to vacate the arbitration panel's decision. On June 13, 2014, the Supreme Court of Alabama affirmed the decision by the circuit court. On June 27, 2014, we filed an application for rehearing with the Supreme Court of Alabama. On August 22, 2014, the Supreme Court of Alabama denied our application, and as a result, we consider this litigation matter concluded. | |
General Medicine Action— | |
On August 16, 2004, General Medicine, P.C. filed a lawsuit against us captioned General Medicine, P.C. v. HealthSouth Corp. seeking the recovery of allegedly fraudulent transfers involving assets of Horizon/CMS Healthcare Corporation, a former subsidiary of HealthSouth. The lawsuit is pending in the Circuit Court of Jefferson County, Alabama (the “Alabama Action”). | |
General Medicine’s underlying claim against Horizon/CMS originates from a services contract entered into in 1995 between General Medicine and Horizon/CMS whereby General Medicine agreed to provide medical director services to skilled nursing facilities owned by Horizon/CMS for a term of three years. Horizon/CMS terminated the agreement for cause six months after it was executed, and General Medicine then initiated a lawsuit against Horizon/CMS in the United States District Court for the Eastern District of Michigan in 1996 (the “Michigan Action”). General Medicine’s complaint in the Michigan Action alleged that Horizon/CMS breached the services contract by wrongfully terminating General Medicine. We acquired Horizon/CMS in 1997 and sold it to Meadowbrook Healthcare, Inc. in 2001 pursuant to a stock purchase agreement. In 2004, Meadowbrook, without the knowledge of HealthSouth, consented to the entry of a final judgment in the Michigan Action in favor of General Medicine against Horizon/CMS for the alleged wrongful termination of the contract with General Medicine in the amount of $376 million, plus interest from the date of the judgment until paid at the rate of 10% per annum (the “Consent Judgment”). The $376 million damages figure was unilaterally selected by General Medicine and was not tested or opposed by Meadowbrook. Additionally, the settlement agreement (the “Settlement”) used as the basis for the Consent Judgment provided that Meadowbrook would pay only $300,000 to General Medicine to settle the Michigan Action and that General Medicine would seek to recover the remaining balance of the Consent Judgment solely from us. We were not a party to the Michigan Action, the Settlement negotiated by Meadowbrook, or the Consent Judgment. | |
The complaint filed by General Medicine against us in the Alabama Action alleges that while Horizon/CMS was our wholly owned subsidiary, General Medicine was an existing creditor of Horizon/CMS by virtue of the breach of contract claim underlying the Settlement. The complaint also alleges we caused Horizon/CMS to transfer its assets to us for less than a reasonably equivalent value or, in the alternative, with the actual intent to defraud creditors of Horizon/CMS, including General Medicine, in violation of the Alabama Uniform Fraudulent Transfer Act. General Medicine further alleges in its amended complaint that we are liable for the Consent Judgment despite not being a party to it because as Horizon/CMS’s parent we failed to observe corporate formalities in our operation and ownership of Horizon/CMS, misused our control of Horizon/CMS, stripped assets from Horizon/CMS, and engaged in other conduct which amounted to a fraud on Horizon/CMS’s creditors. General Medicine has requested relief including recovery of the unpaid amount of the Consent Judgment, the avoidance of the subject transfers of assets, attachment of the assets transferred to us, appointment of a receiver over the transferred properties, and a monetary judgment for the value of properties transferred. | |
We have denied liability to General Medicine and asserted defenses and a counterclaim against General Medicine that the Consent Judgment is the product of collusion by General Medicine and Meadowbrook. Consequently, we assert that the Consent Judgment is not evidence of a legitimate debt owed by Horizon/CMS to General Medicine that is collectible from HealthSouth under any theory of liability. | |
In 2008, after we obtained discovery concerning the circumstances that led to the entry of the Consent Judgment, we filed a motion in the Michigan Action asking the court to set aside the Consent Judgment on grounds that it was the product of fraud on the court and collusion by the parties. On May 21, 2009, the court granted our motion to set aside the Consent Judgment on grounds that it was the product of fraud on the court. On March 9, 2010, General Medicine filed an appeal of the court's decision to the Sixth Circuit Court of Appeals. The parties agreed to a voluntary stay of the Alabama Action pending the outcome of General Medicine's appeal to the Sixth Circuit Court of Appeals. On April 10, 2012, the Sixth Circuit Court of Appeals reversed the lower court's ruling and reinstated the Consent Judgment. Due to the conclusion of the appeal in the Michigan Action, General Medicine requested reactivation of the Alabama Action in the Circuit Court of Jefferson County, Alabama. On January 10, 2013, we filed a motion for partial summary judgment in the Alabama Action seeking a declaration that the Consent Judgment obtained by General Medicine is not enforceable against us because, among other reasons, it was the result of collusion. On February 27, 2013, the court denied our motion. The court also indicated it concurred with the Sixth Circuit Court of Appeals that the Consent Judgment did nothing more than establish Horizon/CMS's liability to General Medicine and did not establish the amount of General Medicine’s damages claim against Horizon/CMS or the merits of General Medicine's separate fraudulent conveyance claims against HealthSouth. | |
On January 9, 2014 and on February 18, 2014, the court in the Alabama Action entered rulings based on General Medicine’s stipulation that it would not rely on the Consent Judgment to prove the amount of its damages claim against Horizon/CMS, which rulings together provided that the $376 million damages figure contained in the Consent Judgment is not admissible at trial and that the issue of collusion with respect to the amount of the Consent Judgment is now moot. Instead of relying on the Consent Judgment to prove damages against Horizon/CMS, General Medicine will be required to prove the amount of any damages it has against Horizon/CMS. General Medicine did, however, indicate it would rely on the Consent Judgment to prove its status as a creditor of Horizon/CMS and that Horizon/CMS is indebted to General Medicine for breaching the 1995 services contract. On March 31, 2014, General Medicine filed a motion seeking partial summary judgment and requesting dismissal of our defenses and counterclaim which allege the Consent Judgment was the product of collusion. In opposition to the motion, we argued the Consent Judgment is collusive in its entirety, not just with respect to the $376 million damages figure, and there has never been a valid adjudication that Horizon/CMS breached its 1995 services contract with General Medicine or that Horizon/CMS is indebted to General Medicine for any amount. On July 15, 2014, the court issued an order denying General Medicine’s motion for partial summary judgment. | |
On May 3, 2014, the Consent Judgment expired under applicable Michigan law without renewal by General Medicine. Based on the expiration, on July 23, 2014, we filed a motion for summary judgment requesting dismissal of General Medicine’s lawsuit against us on grounds that General Medicine is no longer a “creditor” of Horizon/CMS, which is an essential element of the fraudulent transfer and alter ego claims against us, and that General Medicine’s lawsuit against us is now moot. On August 13, 2014, the court denied our motion for summary judgment. | |
The trial began on September 15, 2014. On September 16, 2014, the court issued a provisional ruling precluding us from offering any evidence at trial that the Consent Judgment was the product of collusion by General Medicine and Meadowbrook, unless General Medicine opens the door by introducing evidence of the $376 million amount of the Consent Judgment. On September 18, 2014, the court granted General Medicine’s motion for a mistrial based on certain statements made during opening statements. The Alabama Action has been reset for trial beginning on March 9, 2015. | |
We intend to vigorously defend ourselves against General Medicine’s claims. Based on the stage of litigation, review of the current facts and circumstances as we understand them, the nature of the underlying claim, the results of the proceedings to date, and the nature and scope of the defense we continue to mount, we do not believe an adverse judgment or settlement is probable in this matter, and it is also not possible to estimate the amount of loss, if any, or range of possible loss that might result from an adverse judgment or settlement of this case. | |
Other Litigation— | |
We have been named as a defendant in a lawsuit filed March 28, 2003 by several individual stockholders in the Circuit Court of Jefferson County, Alabama, captioned Nichols v. HealthSouth Corp. The plaintiffs allege that we, some of our former officers, and our former investment bank engaged in a scheme to overstate and misrepresent our earnings and financial position. The plaintiffs are seeking compensatory and punitive damages. This case was consolidated with the Tucker case for discovery and other pretrial purposes and was stayed in the Circuit Court on August 8, 2005. The plaintiffs filed an amended complaint on November 9, 2010 to which we responded with a motion to dismiss filed on December 22, 2010. During a hearing on February 24, 2012, plaintiffs’ counsel indicated his intent to dismiss certain claims against us. Instead, on March 9, 2012, the plaintiffs amended their complaint to include additional securities fraud claims against HealthSouth and add several former officers to the lawsuit. On September 12, 2012, the plaintiffs further amended their complaint to request certification as a class action. One of those named officers has repeatedly attempted to remove the case to federal district court, most recently on December 11, 2012. We filed our latest motion to remand the case back to state court on January 10, 2013. On September 27, 2013, the federal court remanded the case back to state court. On November 25, 2014, the plaintiffs filed another amended complaint to assert new allegations relating to the time period of 1997 to 2002. On December 10, 2014, we filed a motion to dismiss on the grounds the plaintiffs lack standing because their claims are derivative in nature, and the claims are time-barred by the statute of limitations. A hearing on our motion has not yet been set. | |
We intend to vigorously defend ourselves in this case. Based on the stage of litigation, review of the current facts and circumstances as we understand them, the nature of the underlying claim, the results of the proceedings to date, and the nature and scope of the defense we continue to mount, we do not believe an adverse judgment or settlement is probable in this matter, and it is also not possible to estimate the amount of loss, if any, or range of possible loss that might result from an adverse judgment or settlement of this case. | |
Governmental Inquiries and Investigations— | |
On June 24, 2011, we received a document subpoena addressed to HealthSouth Hospital of Houston, a long-term acute care hospital (“LTCH”) we closed in August 2011, and issued from the Dallas, Texas office of the HHS-OIG. The subpoena stated it was in connection with an investigation of possible false or otherwise improper claims submitted to Medicare and Medicaid and requested documents and materials relating to patient admissions, length of stay, and discharge matters at this closed LTCH. We furnished the documents requested and have heard nothing from HHS-OIG since December 2012. | |
On March 4, 2013, we received document subpoenas from an office of the HHS-OIG addressed to four of our hospitals. Those subpoenas also requested complete copies of medical records for 100 patients treated at each of those hospitals between September 2008 and June 2012. The investigation is being conducted by the United States Department of Justice (the “DOJ”). On April 24, 2014, we received document subpoenas relating to an additional seven of our hospitals. Those subpoenas reference substantially similar investigation subject matter as the original subpoenas and request materials from the period January 2008 through December 2013. Two of the four hospitals addressed in the original set of subpoenas have received supplemental subpoenas to cover this new time period. The most recent subpoenas do not include requests for specific patient files. However, the DOJ recently requested the medical records of an additional 70 patients, and we have agreed to voluntarily provide these records. | |
All of the subpoenas are in connection with an investigation of alleged improper or fraudulent claims submitted to Medicare and Medicaid and request documents and materials relating to practices, procedures, protocols and policies, of certain pre- and post-admissions activities at these hospitals including, among other things, marketing functions, pre-admission screening, post-admission physician evaluations, patient assessment instruments, individualized patient plans of care, and compliance with the Medicare 60% rule. Under the Medicare rule commonly referred to as the “60% rule,” an inpatient rehabilitation hospital must treat 60% or more of its patients from at least one of a specified list of medical conditions in order to be reimbursed at the inpatient rehabilitation hospital payment rates, rather than at the lower acute care hospital payment rates. | |
We are cooperating fully with the DOJ in connection with the subpoenas and are currently unable to predict the timing or outcome of the related investigations. | |
Other Matters— | |
The False Claims Act, 18 U.S.C. § 287, allows private citizens, called “relators,” to institute civil proceedings alleging violations of the False Claims Act. These qui tam cases are sealed by the court at the time of filing. Prior to the release of the seal by the presiding court, the only parties typically privy to the information contained in the complaint are the relator, the federal government, and the court. It is possible that qui tam lawsuits have been filed against us and that those suits remain under seal or that we are unaware of such filings or prevented by existing law or court order from discussing or disclosing the filing of such suits. We may be subject to liability under one or more undisclosed qui tam cases brought pursuant to the False Claims Act. | |
It is our obligation as a participant in Medicare and other federal healthcare programs to routinely conduct audits and reviews of the accuracy of our billing systems and other regulatory compliance matters. As a result of these reviews, we have made, and will continue to make, disclosures to the HHS-OIG and CMS relating to amounts we suspect represent over-payments from these programs, whether due to inaccurate billing or otherwise. Some of these disclosures have resulted in, or may result in, HealthSouth refunding amounts to Medicare or other federal healthcare programs. | |
Other Commitments— | |
We are a party to service and other contracts in connection with conducting our business. Minimum amounts due under these agreements are $32.5 million in 2015, $23.1 million in 2016, $11.2 million in 2017, $10.6 million in 2018, $10.0 million in 2019, and $15.9 million thereafter. These contracts primarily relate to software licensing and support. |
Quarterly_Data_Unaudited
Quarterly Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Data (Unaudited) | Quarterly Data (Unaudited): | ||||||||||||||||||||
2014 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
(In Millions, Except Per Share Data) | |||||||||||||||||||||
Net operating revenues | $ | 591.2 | $ | 604.4 | $ | 596.9 | $ | 613.4 | $ | 2,405.90 | |||||||||||
Operating earnings (a) | 105.8 | 115.4 | 100.7 | 96.5 | 418.4 | ||||||||||||||||
Provision for income tax expense | 32.8 | 36.5 | 22.1 | 19.3 | 110.7 | ||||||||||||||||
Income from continuing operations | 61.6 | 94.1 | 65.7 | 54.8 | 276.2 | ||||||||||||||||
(Loss) income from discontinued operations, net of tax | (0.1 | ) | 3.8 | (0.9 | ) | 2.7 | 5.5 | ||||||||||||||
Net income | 61.5 | 97.9 | 64.8 | 57.5 | 281.7 | ||||||||||||||||
Less: Net income attributable to noncontrolling interests | (14.8 | ) | (14.8 | ) | (14.7 | ) | (15.4 | ) | (59.7 | ) | |||||||||||
Net income attributable to HealthSouth | $ | 46.7 | $ | 83.1 | $ | 50.1 | $ | 42.1 | $ | 222 | |||||||||||
Earnings per common share: | |||||||||||||||||||||
Basic earnings per share attributable to HealthSouth common shareholders: (b) | |||||||||||||||||||||
Continuing operations | $ | 0.51 | $ | 0.89 | $ | 0.56 | $ | 0.43 | $ | 2.4 | |||||||||||
Discontinued operations | — | 0.04 | (0.01 | ) | 0.03 | 0.06 | |||||||||||||||
Net income | $ | 0.51 | $ | 0.93 | $ | 0.55 | $ | 0.46 | $ | 2.46 | |||||||||||
Diluted earnings per share attributable to HealthSouth common shareholders: (b) | |||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 0.81 | $ | 0.53 | $ | 0.41 | $ | 2.24 | |||||||||||
Discontinued operations | — | 0.04 | (0.01 | ) | 0.03 | 0.05 | |||||||||||||||
Net income | $ | 0.48 | $ | 0.85 | $ | 0.52 | $ | 0.44 | $ | 2.29 | |||||||||||
(a) | We define operating earnings as income from continuing operations attributable to HealthSouth before (1) loss on early extinguishment of debt; (2) interest expense and amortization of debt discounts and fees; (3) other income; and (4) income tax expense. | ||||||||||||||||||||
(b) | Per share amounts may not sum due to the weighted average common shares outstanding during each quarter compared to the weighted average common shares outstanding during the entire year. | ||||||||||||||||||||
2013 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
(In Millions, Except Per Share Data) | |||||||||||||||||||||
Net operating revenues | $ | 572.6 | $ | 564.5 | $ | 564 | $ | 572.1 | $ | 2,273.20 | |||||||||||
Operating earnings (a) | 108.7 | 101.1 | 119 | 106.9 | 435.7 | ||||||||||||||||
Provision for income tax expense (benefit) | 33.5 | (86.5 | ) | 35.2 | 30.5 | 12.7 | |||||||||||||||
Income from continuing operations | 66.3 | 178.9 | 73.2 | 64.1 | 382.5 | ||||||||||||||||
(Loss) income from discontinued operations, net of tax | (0.4 | ) | 0.1 | (0.9 | ) | 0.1 | (1.1 | ) | |||||||||||||
Net income | 65.9 | 179 | 72.3 | 64.2 | 381.4 | ||||||||||||||||
Less: Net income attributable to noncontrolling interests | (14.6 | ) | (13.8 | ) | (14.1 | ) | (15.3 | ) | (57.8 | ) | |||||||||||
Net income attributable to HealthSouth | $ | 51.3 | $ | 165.2 | $ | 58.2 | $ | 48.9 | $ | 323.6 | |||||||||||
Earnings (loss) per common share: | |||||||||||||||||||||
Basic earnings (loss) per share attributable to HealthSouth common shareholders: (b) | |||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 1.82 | $ | 0.61 | $ | (0.31 | ) | $ | 2.59 | ||||||||||
Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | ||||||||||||||
Net income | $ | 0.48 | $ | 1.82 | $ | 0.6 | $ | (0.31 | ) | $ | 2.58 | ||||||||||
Diluted earnings (loss) per share attributable to HealthSouth common shareholders: (c) | |||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 1.66 | $ | 0.59 | $ | (0.31 | ) | $ | 2.59 | ||||||||||
Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | ||||||||||||||
Net income | $ | 0.48 | $ | 1.66 | $ | 0.58 | $ | (0.31 | ) | $ | 2.58 | ||||||||||
(a) | We define operating earnings as income from continuing operations attributable to HealthSouth before (1) loss on early extinguishment of debt; (2) interest expense and amortization of debt discounts and fees; (3) other income; and (4) income tax expense or benefit. | ||||||||||||||||||||
(b) | Per share amounts may not sum due to the weighted average common shares outstanding during each quarter compared to the weighted average common shares outstanding during the entire year. | ||||||||||||||||||||
(c) | During the first quarter of 2013, adding back the dividends for the Convertible perpetual preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. For the fourth quarter of 2013, adding back amounts related to the repurchase of our preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. Therefore, basic and diluted earnings (loss) per common share are the same for these quarters. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Condensed Consolidating Financial Information [Abstract] | ||||||||||||||||||||
Condensed Consolidating Financial Information [Text Block] | Condensed Consolidating Financial Information: | |||||||||||||||||||
The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” Each of the subsidiary guarantors is 100% owned by HealthSouth, and all guarantees are full and unconditional and joint and several, subject to certain customary conditions for release. HealthSouth’s investments in its consolidated subsidiaries, as well as guarantor subsidiaries’ investments in nonguarantor subsidiaries and nonguarantor subsidiaries’ investments in guarantor subsidiaries, are presented under the equity method of accounting with the related investment presented within the line items Intercompany receivable and Intercompany payable in the accompanying condensed consolidating balance sheets. | ||||||||||||||||||||
The terms of our credit agreement allow us to declare and pay cash dividends on our common stock so long as: (1) we are not in default under our credit agreement and (2) our senior secured leverage ratio (as defined in our credit agreement) remains less than or equal to 1.75x. The terms of our senior note indenture allow us to declare and pay cash dividends on our common stock so long as (1) we are not in default, (2) the consolidated coverage ratio (as defined in the indenture) exceeds 2x or we are otherwise allowed under the indenture to incur debt, and (3) we have capacity under the indenture’s restricted payments covenant to declare and pay dividends. See Note 8, Long-term Debt. | ||||||||||||||||||||
As described in Note 10, Convertible Perpetual Preferred Stock, our preferred stock generally provides for the payment of cash dividends, subject to certain limitations. Our credit agreement and our senior note indenture do not limit the payment of dividends on the preferred stock. | ||||||||||||||||||||
Periodically, certain wholly owned subsidiaries of HealthSouth make dividends or distributions of available cash and/or intercompany receivable balances to their parents. In addition, HealthSouth makes contributions to certain wholly owned subsidiaries. When made, these dividends, distributions, and contributions impact the Intercompany receivable, Intercompany payable, and HealthSouth shareholders’ equity line items in the accompanying condensed consolidating balance sheet but have no impact on the consolidated financial statements of HealthSouth Corporation. | ||||||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 16.1 | $ | 1,719.10 | $ | 761.1 | $ | (90.4 | ) | $ | 2,405.90 | |||||||||
Less: Provision for doubtful accounts | — | (22.3 | ) | (9.3 | ) | — | (31.6 | ) | ||||||||||||
Net operating revenues less provision for doubtful accounts | 16.1 | 1,696.80 | 751.8 | (90.4 | ) | 2,374.30 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 22.3 | 795.7 | 358.8 | (15.1 | ) | 1,161.70 | ||||||||||||||
Other operating expenses | 21.6 | 246.7 | 120.1 | (36.8 | ) | 351.6 | ||||||||||||||
Occupancy costs | 4.2 | 58.2 | 17.7 | (38.5 | ) | 41.6 | ||||||||||||||
Supplies | — | 78.6 | 33.3 | — | 111.9 | |||||||||||||||
General and administrative expenses | 124.8 | — | — | — | 124.8 | |||||||||||||||
Depreciation and amortization | 9.7 | 71.9 | 26.1 | — | 107.7 | |||||||||||||||
Government, class action, and related settlements | (1.7 | ) | — | — | — | (1.7 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 9.3 | — | — | — | 9.3 | |||||||||||||||
Total operating expenses | 190.2 | 1,251.10 | 556 | (90.4 | ) | 1,906.90 | ||||||||||||||
Loss on early extinguishment of debt | 13.2 | — | — | — | 13.2 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 99.8 | 7.8 | 2.8 | (1.2 | ) | 109.2 | ||||||||||||||
Other income | (0.7 | ) | (28.5 | ) | (3.2 | ) | 1.2 | (31.2 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | — | (10.7 | ) | — | — | (10.7 | ) | |||||||||||||
Equity in net income of consolidated affiliates | (314.0 | ) | (30.6 | ) | — | 344.6 | — | |||||||||||||
Management fees | (107.9 | ) | 82.2 | 25.7 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 135.5 | 425.5 | 170.5 | (344.6 | ) | 386.9 | ||||||||||||||
Provision for income tax (benefit) expense | (80.8 | ) | 148 | 43.5 | — | 110.7 | ||||||||||||||
Income from continuing operations | 216.3 | 277.5 | 127 | (344.6 | ) | 276.2 | ||||||||||||||
Income (loss) from discontinued operations, net of tax | 5.7 | — | (0.2 | ) | — | 5.5 | ||||||||||||||
Net income | 222 | 277.5 | 126.8 | (344.6 | ) | 281.7 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (59.7 | ) | — | (59.7 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 222 | $ | 277.5 | $ | 67.1 | $ | (344.6 | ) | $ | 222 | |||||||||
Comprehensive income | $ | 221.6 | $ | 277.5 | $ | 126.8 | $ | (344.6 | ) | $ | 281.3 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 221.6 | $ | 277.5 | $ | 67.1 | $ | (344.6 | ) | $ | 221.6 | |||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 12.2 | $ | 1,622.40 | $ | 709.8 | $ | (71.2 | ) | $ | 2,273.20 | |||||||||
Less: Provision for doubtful accounts | — | (18.3 | ) | (7.7 | ) | — | (26.0 | ) | ||||||||||||
Net operating revenues less provision for doubtful accounts | 12.2 | 1,604.10 | 702.1 | (71.2 | ) | 2,247.20 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 12.1 | 757.7 | 334.4 | (14.5 | ) | 1,089.70 | ||||||||||||||
Other operating expenses | 10.8 | 238.5 | 107.5 | (33.8 | ) | 323 | ||||||||||||||
Occupancy costs | 4.1 | 48.3 | 17.5 | (22.9 | ) | 47 | ||||||||||||||
Supplies | — | 73.8 | 31.6 | — | 105.4 | |||||||||||||||
General and administrative expenses | 119.1 | — | — | — | 119.1 | |||||||||||||||
Depreciation and amortization | 8.8 | 65.1 | 20.8 | — | 94.7 | |||||||||||||||
Government, class action, and related settlements | (23.5 | ) | — | — | — | (23.5 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 9.5 | — | — | — | 9.5 | |||||||||||||||
Total operating expenses | 140.9 | 1,183.40 | 511.8 | (71.2 | ) | 1,764.90 | ||||||||||||||
Loss on early extinguishment of debt | 2.4 | — | — | — | 2.4 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 90.4 | 8.1 | 3.1 | (1.2 | ) | 100.4 | ||||||||||||||
Other income | (1.0 | ) | (1.2 | ) | (3.5 | ) | 1.2 | (4.5 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | (3.6 | ) | (7.5 | ) | (0.1 | ) | — | (11.2 | ) | |||||||||||
Equity in net income of consolidated affiliates | (268.0 | ) | (20.6 | ) | — | 288.6 | — | |||||||||||||
Management fees | (102.3 | ) | 78.6 | 23.7 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 153.4 | 363.3 | 167.1 | (288.6 | ) | 395.2 | ||||||||||||||
Provision for income tax (benefit) expense | (169.0 | ) | 134.4 | 47.3 | — | 12.7 | ||||||||||||||
Income from continuing operations | 322.4 | 228.9 | 119.8 | (288.6 | ) | 382.5 | ||||||||||||||
Income (loss) from discontinued operations, net of tax | 1.2 | (0.8 | ) | (1.5 | ) | — | (1.1 | ) | ||||||||||||
Net income | 323.6 | 228.1 | 118.3 | (288.6 | ) | 381.4 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (57.8 | ) | — | (57.8 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 323.6 | $ | 228.1 | $ | 60.5 | $ | (288.6 | ) | $ | 323.6 | |||||||||
Comprehensive income | $ | 322.1 | $ | 228.1 | $ | 118.3 | $ | (288.6 | ) | $ | 379.9 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 322.1 | $ | 228.1 | $ | 60.5 | $ | (288.6 | ) | $ | 322.1 | |||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 9 | $ | 1,562.80 | $ | 649.3 | $ | (59.2 | ) | $ | 2,161.90 | |||||||||
Less: Provision for doubtful accounts | (0.3 | ) | (18.0 | ) | (8.7 | ) | — | (27.0 | ) | |||||||||||
Net operating revenues less provision for doubtful accounts | 8.7 | 1,544.80 | 640.6 | (59.2 | ) | 2,134.90 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 19.8 | 735.4 | 308.6 | (13.6 | ) | 1,050.20 | ||||||||||||||
Other operating expenses | 10.6 | 224.8 | 97.4 | (29.0 | ) | 303.8 | ||||||||||||||
Occupancy costs | 4.1 | 44.5 | 16.6 | (16.6 | ) | 48.6 | ||||||||||||||
Supplies | 0.1 | 73.3 | 29 | — | 102.4 | |||||||||||||||
General and administrative expenses | 117.9 | — | — | — | 117.9 | |||||||||||||||
Depreciation and amortization | 8.6 | 57.1 | 16.8 | — | 82.5 | |||||||||||||||
Government, class action, and related settlements | (3.5 | ) | — | — | — | (3.5 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 16.1 | — | — | — | 16.1 | |||||||||||||||
Total operating expenses | 173.7 | 1,135.10 | 468.4 | (59.2 | ) | 1,718.00 | ||||||||||||||
Loss on early extinguishment of debt | 4 | — | — | — | 4 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 85.1 | 7.5 | 2.6 | (1.1 | ) | 94.1 | ||||||||||||||
Other income | (1.2 | ) | (5.0 | ) | (3.4 | ) | 1.1 | (8.5 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | (4.3 | ) | (8.4 | ) | — | — | (12.7 | ) | ||||||||||||
Equity in net income of consolidated affiliates | (258.6 | ) | (21.5 | ) | — | 280.1 | — | |||||||||||||
Management fees | (97.8 | ) | 75.8 | 22 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 107.8 | 361.3 | 151 | (280.1 | ) | 340 | ||||||||||||||
Provision for income tax (benefit) expense | (75.9 | ) | 146.2 | 38.3 | — | 108.6 | ||||||||||||||
Income from continuing operations | 183.7 | 215.1 | 112.7 | (280.1 | ) | 231.4 | ||||||||||||||
Income from discontinued operations, net of tax | 1.3 | 1.3 | 1.9 | — | 4.5 | |||||||||||||||
Net income | 185 | 216.4 | 114.6 | (280.1 | ) | 235.9 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (50.9 | ) | — | (50.9 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 185 | $ | 216.4 | $ | 63.7 | $ | (280.1 | ) | $ | 185 | |||||||||
Comprehensive income | $ | 186.6 | $ | 216.4 | $ | 114.6 | $ | (280.1 | ) | $ | 237.5 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 186.6 | $ | 216.4 | $ | 63.7 | $ | (280.1 | ) | $ | 186.6 | |||||||||
As of December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 41.9 | $ | 1.5 | $ | 23.3 | $ | — | $ | 66.7 | ||||||||||
Restricted cash | — | — | 45.6 | — | 45.6 | |||||||||||||||
Accounts receivable, net | — | 202.6 | 120.6 | — | 323.2 | |||||||||||||||
Deferred income tax assets | 125 | 39.8 | 23.6 | — | 188.4 | |||||||||||||||
Prepaid expenses and other current assets | 30.9 | 15.1 | 35.5 | (18.8 | ) | 62.7 | ||||||||||||||
Total current assets | 197.8 | 259 | 248.6 | (18.8 | ) | 686.6 | ||||||||||||||
Property and equipment, net | 16.1 | 752 | 251.6 | — | 1,019.70 | |||||||||||||||
Goodwill | — | 279.6 | 804.4 | — | 1,084.00 | |||||||||||||||
Intangible assets, net | 11.3 | 50.6 | 244.2 | — | 306.1 | |||||||||||||||
Deferred income tax assets | 163.3 | 17.5 | (51.4 | ) | — | 129.4 | ||||||||||||||
Other long-term assets | 461.3 | 42.5 | 64.3 | (385.1 | ) | 183 | ||||||||||||||
Intercompany receivable and investments in consolidated affiliates | 1,898.70 | — | — | (1,898.7 | ) | — | ||||||||||||||
Total assets | $ | 2,748.50 | $ | 1,401.20 | $ | 1,561.70 | $ | (2,302.6 | ) | $ | 3,408.80 | |||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 27.9 | $ | 4.2 | $ | 6.2 | $ | (17.5 | ) | $ | 20.8 | |||||||||
Accounts payable | 9.3 | 29.5 | 14.6 | — | 53.4 | |||||||||||||||
Accrued payroll | 17.5 | 55.6 | 50.2 | — | 123.3 | |||||||||||||||
Accrued interest payable | 19.2 | 1.8 | 0.2 | — | 21.2 | |||||||||||||||
Other current liabilities | 70.4 | 15.2 | 61.3 | (1.3 | ) | 145.6 | ||||||||||||||
Total current liabilities | 144.3 | 106.3 | 132.5 | (18.8 | ) | 364.3 | ||||||||||||||
Long-term debt, net of current portion | 1,993.70 | 83.9 | 418.3 | (385.1 | ) | 2,110.80 | ||||||||||||||
Self-insured risks | 22.9 | — | 75.8 | — | 98.7 | |||||||||||||||
Other long-term liabilities | 21.2 | 12.7 | 3.7 | — | 37.6 | |||||||||||||||
Intercompany payable | — | 368.7 | 195.5 | (564.2 | ) | — | ||||||||||||||
2,182.10 | 571.6 | 825.8 | (968.1 | ) | 2,611.40 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Convertible perpetual preferred stock | 93.2 | — | — | — | 93.2 | |||||||||||||||
Redeemable noncontrolling interests | — | — | 84.7 | — | 84.7 | |||||||||||||||
Shareholders’ equity: | ||||||||||||||||||||
HealthSouth shareholders’ equity | 473.2 | 829.6 | 504.9 | (1,334.5 | ) | 473.2 | ||||||||||||||
Noncontrolling interests | — | — | 146.3 | — | 146.3 | |||||||||||||||
Total shareholders’ equity | 473.2 | 829.6 | 651.2 | (1,334.5 | ) | 619.5 | ||||||||||||||
Total liabilities and shareholders’ equity | $ | 2,748.50 | $ | 1,401.20 | $ | 1,561.70 | $ | (2,302.6 | ) | $ | 3,408.80 | |||||||||
As of December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 60.5 | $ | 2.3 | $ | 1.7 | $ | — | $ | 64.5 | ||||||||||
Restricted cash | 1 | — | 51.4 | — | 52.4 | |||||||||||||||
Accounts receivable, net | — | 184.7 | 77.1 | — | 261.8 | |||||||||||||||
Deferred income tax assets | 85.5 | 34.5 | 19 | — | 139 | |||||||||||||||
Prepaid expenses and other current assets | 36 | 15.8 | 29.4 | (18.5 | ) | 62.7 | ||||||||||||||
Total current assets | 183 | 237.3 | 178.6 | (18.5 | ) | 580.4 | ||||||||||||||
Property and equipment, net | 16.3 | 698.5 | 195.7 | — | 910.5 | |||||||||||||||
Goodwill | — | 279.6 | 177.3 | — | 456.9 | |||||||||||||||
Intangible assets, net | 18.1 | 49.6 | 20.5 | — | 88.2 | |||||||||||||||
Deferred income tax assets | 288.8 | 24.5 | 41 | — | 354.3 | |||||||||||||||
Other long-term assets | 64.6 | 27.1 | 52.4 | — | 144.1 | |||||||||||||||
Intercompany receivable and investments in consolidated affiliates | 1,438.80 | — | — | (1,438.8 | ) | — | ||||||||||||||
Total assets | $ | 2,009.60 | $ | 1,316.60 | $ | 665.5 | $ | (1,457.3 | ) | $ | 2,534.40 | |||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 19.4 | $ | 3.8 | $ | 6.6 | $ | (17.5 | ) | $ | 12.3 | |||||||||
Accounts payable | 15.1 | 32.6 | 14.2 | — | 61.9 | |||||||||||||||
Accrued payroll | 23.1 | 47.8 | 19.9 | — | 90.8 | |||||||||||||||
Accrued interest payable | 22.9 | 0.8 | 0.1 | — | 23.8 | |||||||||||||||
Other current liabilities | 65.1 | 18.6 | 40.1 | (1.0 | ) | 122.8 | ||||||||||||||
Total current liabilities | 145.6 | 103.6 | 80.9 | (18.5 | ) | 311.6 | ||||||||||||||
Long-term debt, net of current portion | 1,381.70 | 88.1 | 35.4 | — | 1,505.20 | |||||||||||||||
Self-insured risks | 23.2 | — | 75 | — | 98.2 | |||||||||||||||
Other long-term liabilities | 21.3 | 17.4 | 5.3 | — | 44 | |||||||||||||||
Intercompany payable | — | 299.2 | 228.9 | (528.1 | ) | — | ||||||||||||||
1,571.80 | 508.3 | 425.5 | (546.6 | ) | 1,959.00 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Convertible perpetual preferred stock | 93.2 | — | — | — | 93.2 | |||||||||||||||
Redeemable noncontrolling interests | — | — | 13.5 | — | 13.5 | |||||||||||||||
Shareholders’ equity: | ||||||||||||||||||||
HealthSouth shareholders’ equity | 344.6 | 808.3 | 102.4 | (910.7 | ) | 344.6 | ||||||||||||||
Noncontrolling interests | — | — | 124.1 | — | 124.1 | |||||||||||||||
Total shareholders’ equity | 344.6 | 808.3 | 226.5 | (910.7 | ) | 468.7 | ||||||||||||||
Total liabilities and shareholders’ equity | $ | 2,009.60 | $ | 1,316.60 | $ | 665.5 | $ | (1,457.3 | ) | $ | 2,534.40 | |||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 21.9 | $ | 260.1 | $ | 162.9 | $ | — | $ | 444.9 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | (674.6 | ) | — | (20.2 | ) | — | (694.8 | ) | ||||||||||||
Purchases of property and equipment | (15.6 | ) | (124.0 | ) | (31.3 | ) | — | (170.9 | ) | |||||||||||
Capitalized software costs | (8.6 | ) | (1.4 | ) | (7.0 | ) | — | (17.0 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 0.3 | — | 0.3 | |||||||||||||||
Purchases of restricted investments | — | — | (3.5 | ) | — | (3.5 | ) | |||||||||||||
Net change in restricted cash | 1 | — | 5.8 | — | 6.8 | |||||||||||||||
Other | — | (0.7 | ) | 2.9 | — | 2.2 | ||||||||||||||
Net cash used in investing activities | (697.8 | ) | (126.1 | ) | (53.0 | ) | — | (876.9 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Principal borrowings on term loan facilities | 450 | — | — | — | 450 | |||||||||||||||
Proceeds from bond issuance | 175 | — | — | — | 175 | |||||||||||||||
Principal payments on debt, including pre-payments | (298.0 | ) | (1.5 | ) | (3.1 | ) | — | (302.6 | ) | |||||||||||
Borrowings on revolving credit facility | 440 | — | — | — | 440 | |||||||||||||||
Payments on revolving credit facility | (160.0 | ) | — | — | — | (160.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (2.5 | ) | (3.3 | ) | — | (6.1 | ) | |||||||||||
Repurchases of common stock, including fees and expenses | (43.1 | ) | — | — | — | (43.1 | ) | |||||||||||||
Dividends paid on common stock | (65.8 | ) | — | — | — | (65.8 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (6.3 | ) | — | — | — | (6.3 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (54.1 | ) | — | (54.1 | ) | |||||||||||||
Proceeds from exercising stock warrants | 6.3 | — | — | — | 6.3 | |||||||||||||||
Other | 0.9 | — | — | — | 0.9 | |||||||||||||||
Change in intercompany advances | 158.6 | (130.8 | ) | (27.8 | ) | — | — | |||||||||||||
Net cash provided by (used in) financing activities | 657.3 | (134.8 | ) | (88.3 | ) | — | 434.2 | |||||||||||||
(Decrease) increase in cash and cash equivalents | (18.6 | ) | (0.8 | ) | 21.6 | — | 2.2 | |||||||||||||
Cash and cash equivalents at beginning of year | 60.5 | 2.3 | 1.7 | — | 64.5 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 41.9 | $ | 1.5 | $ | 23.3 | $ | — | $ | 66.7 | ||||||||||
Supplemental schedule of noncash investing activity: | ||||||||||||||||||||
Equity rollover from Encompass management | $ | — | $ | — | $ | 64.5 | $ | — | $ | 64.5 | ||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 113.2 | $ | 235.7 | $ | 121.4 | $ | — | $ | 470.3 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | — | (28.9 | ) | — | — | (28.9 | ) | |||||||||||||
Purchases of property and equipment | (2.8 | ) | (167.9 | ) | (24.5 | ) | — | (195.2 | ) | |||||||||||
Capitalized software costs | (6.0 | ) | (11.1 | ) | (4.2 | ) | — | (21.3 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 16.9 | — | 16.9 | |||||||||||||||
Proceeds from sale of Digital Hospital | 10.8 | — | — | — | 10.8 | |||||||||||||||
Purchases of restricted investments | — | — | (9.2 | ) | — | (9.2 | ) | |||||||||||||
Net change in restricted cash | (0.2 | ) | — | (2.9 | ) | — | (3.1 | ) | ||||||||||||
Other | — | 0.9 | (0.4 | ) | — | 0.5 | ||||||||||||||
Net cash provided by investing activities of discontinued operations | — | 3.1 | 0.2 | — | 3.3 | |||||||||||||||
Net cash provided by (used in) investing activities | 1.8 | (203.9 | ) | (24.1 | ) | — | (226.2 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Principal payments on debt, including pre-payments | (59.5 | ) | (1.3 | ) | (1.7 | ) | — | (62.5 | ) | |||||||||||
Principal borrowings on notes | — | — | 15.2 | — | 15.2 | |||||||||||||||
Borrowings on revolving credit facility | 197 | — | — | — | 197 | |||||||||||||||
Payments on revolving credit facility | (152.0 | ) | — | — | — | (152.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (6.3 | ) | (3.5 | ) | — | (10.1 | ) | |||||||||||
Repurchases of common stock, including fees and expenses | (234.1 | ) | — | — | — | (234.1 | ) | |||||||||||||
Repurchases of convertible perpetual preferred stock, including fees | (2.8 | ) | — | — | — | (2.8 | ) | |||||||||||||
Dividends paid on common stock | (15.7 | ) | — | — | — | (15.7 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (23.0 | ) | — | — | — | (23.0 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (46.3 | ) | — | (46.3 | ) | |||||||||||||
Contributions from consolidated affiliates | — | — | 1.6 | — | 1.6 | |||||||||||||||
Proceeds from exercising stock warrants | 15.3 | — | — | — | 15.3 | |||||||||||||||
Other | 5 | — | — | — | 5 | |||||||||||||||
Change in intercompany advances | 84.3 | (22.2 | ) | (62.1 | ) | — | — | |||||||||||||
Net cash used in financing activities | (185.8 | ) | (29.8 | ) | (96.8 | ) | — | (312.4 | ) | |||||||||||
(Decrease) increase in cash and cash equivalents | (70.8 | ) | 2 | 0.5 | — | (68.3 | ) | |||||||||||||
Cash and cash equivalents at beginning of year | 131.3 | 0.3 | 1.2 | — | 132.8 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 60.5 | $ | 2.3 | $ | 1.7 | $ | — | $ | 64.5 | ||||||||||
Supplemental schedule of noncash financing activities: | ||||||||||||||||||||
Convertible debt issued | $ | 320 | $ | — | $ | — | $ | — | $ | 320 | ||||||||||
Repurchase of preferred stock | (320.0 | ) | — | — | — | (320.0 | ) | |||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 31.3 | $ | 252.4 | $ | 127.8 | $ | — | $ | 411.5 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | — | (3.1 | ) | — | — | (3.1 | ) | |||||||||||||
Purchases of property and equipment | (4.8 | ) | (98.4 | ) | (37.6 | ) | — | (140.8 | ) | |||||||||||
Capitalized software costs | (8.5 | ) | (7.2 | ) | (3.2 | ) | — | (18.9 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 0.3 | — | 0.3 | |||||||||||||||
Purchases of restricted investments | — | — | (9.1 | ) | — | (9.1 | ) | |||||||||||||
Net change in restricted cash | (0.1 | ) | — | (13.9 | ) | — | (14.0 | ) | ||||||||||||
Other | (0.3 | ) | (0.8 | ) | 0.2 | — | (0.9 | ) | ||||||||||||
Net cash provided by investing activities of | 4.4 | 3.3 | — | — | 7.7 | |||||||||||||||
discontinued operations | ||||||||||||||||||||
Net cash used in investing activities | (9.3 | ) | (106.2 | ) | (63.3 | ) | — | (178.8 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from bond issuance | 275 | — | — | — | 275 | |||||||||||||||
Principal payments on debt, including pre-payments | (164.9 | ) | (1.3 | ) | — | — | (166.2 | ) | ||||||||||||
Borrowings on revolving credit facility | 135 | — | — | — | 135 | |||||||||||||||
Payments on revolving credit facility | (245.0 | ) | — | — | — | (245.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (8.9 | ) | (2.9 | ) | — | (12.1 | ) | |||||||||||
Repurchases of convertible perpetual preferred stock, including fees | (46.0 | ) | — | — | — | (46.0 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (24.6 | ) | — | — | — | (24.6 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (49.3 | ) | — | (49.3 | ) | |||||||||||||
Contributions from consolidated affiliates | — | — | 10.5 | — | 10.5 | |||||||||||||||
Other | 0.2 | — | (7.5 | ) | — | (7.3 | ) | |||||||||||||
Change in intercompany advances | 153.9 | (137.0 | ) | (16.9 | ) | — | — | |||||||||||||
Net cash provided by (used in) financing activities | 83.3 | (147.2 | ) | (66.1 | ) | — | (130.0 | ) | ||||||||||||
Increase (decrease) in cash and cash equivalents | 105.3 | (1.0 | ) | (1.6 | ) | — | 102.7 | |||||||||||||
Cash and cash equivalents at beginning of year | 26 | 1.3 | 2.8 | — | 30.1 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 131.3 | $ | 0.3 | $ | 1.2 | $ | — | $ | 132.8 | ||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation— | ||||||||
The accompanying consolidated financial statements of HealthSouth and its subsidiaries were prepared in accordance with generally accepted accounting principles in the United States of America and include the assets, liabilities, revenues, and expenses of all wholly owned subsidiaries, majority-owned subsidiaries over which we exercise control, and, when applicable, entities in which we have a controlling financial interest. | |||||||||
We use the equity method to account for our investments in entities we do not control, but where we have the ability to exercise significant influence over operating and financial policies. Consolidated Net income attributable to HealthSouth includes our share of the net earnings of these entities. The difference between consolidation and the equity method impacts certain of our financial ratios because of the presentation of the detailed line items reported in the consolidated financial statements for consolidated entities compared to a one line presentation of equity method investments. | |||||||||
We use the cost method to account for our investments in entities we do not control and for which we do not have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at the lower of cost or fair value, as appropriate. | |||||||||
We also consider the guidance for consolidating variable interest entities. | |||||||||
We eliminate all significant intercompany accounts and transactions from our financial results. | |||||||||
Use of Estimates and Assumptions | Use of Estimates and Assumptions— | ||||||||
The preparation of our consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but not limited to: (1) allowance for contractual revenue adjustments; (2) allowance for doubtful accounts; (3) fair value of acquired assets and assumed liabilities in business combinations; (4) asset impairments, including goodwill; (5) depreciable lives of assets; (6) useful lives of intangible assets; (7) economic lives and fair value of leased assets; (8) income tax valuation allowances; (9) uncertain tax positions; (10) fair value of stock options and restricted stock containing a market condition; (11) fair value of redeemable noncontrolling interests; (12) reserves for self-insured healthcare plans; (13) reserves for professional, workers’ compensation, and comprehensive general insurance liability risks; and (14) contingency and litigation reserves. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluation, as considered necessary. Actual results could differ from those estimates. | |||||||||
Net Operating Revenues | Net Operating Revenues— | ||||||||
We derived consolidated Net operating revenues from the following payor sources: | |||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Medicare | 74.1 | % | 74.5 | % | 73.4 | % | |||
Medicaid | 1.8 | % | 1.2 | % | 1.2 | % | |||
Workers' compensation | 1.2 | % | 1.2 | % | 1.5 | % | |||
Managed care and other discount plans, including Medicare Advantage | 18.6 | % | 18.5 | % | 19.3 | % | |||
Other third-party payors | 1.8 | % | 1.8 | % | 1.8 | % | |||
Patients | 1 | % | 1.1 | % | 1.3 | % | |||
Other income | 1.5 | % | 1.7 | % | 1.5 | % | |||
Total | 100 | % | 100 | % | 100 | % | |||
We recognize net patient service revenues in the reporting period in which we perform the service based on our current billing rates (i.e., gross charges), less actual adjustments and estimated discounts for contractual allowances (principally for patients covered by Medicare, Medicaid, and managed care and other health plans). We record gross service charges in our accounting records on an accrual basis using our established rates for the type of service provided to the patient. We recognize an estimated contractual allowance and an estimate of potential subsequent adjustments that may arise from post-payment and other reviews to reduce gross patient charges to the amount we estimate we will actually realize for the service rendered based upon previously agreed to rates with a payor. Our patient accounting system calculates contractual allowances on a patient-by-patient basis based on the rates in effect for each primary third-party payor. Other factors that are considered and could further influence the level of our reserves include the patient’s total length of stay for in-house patients, each patient’s discharge destination, the proportion of patients with secondary insurance coverage and the level of reimbursement under that secondary coverage, and the amount of charges that will be disallowed by payors. Such additional factors are assumed to remain consistent with the experience for patients discharged in similar time periods for the same payor classes, and additional reserves are provided to account for these factors. Payors include federal and state agencies, including Medicare and Medicaid, managed care health plans, commercial insurance companies, employers, and patients. | |||||||||
Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms that result from contract renegotiations and renewals. Due to complexities involved in determining amounts ultimately due under reimbursement arrangements with third-party payors, which are often subject to interpretation, we may receive reimbursement for healthcare services authorized and provided that is different from our estimates, and such differences could be material. In addition, laws and regulations governing the Medicare and Medicaid programs are complex, subject to interpretation, and are routinely modified for provider reimbursement. All healthcare providers participating in the Medicare and Medicaid programs are required to meet certain financial reporting requirements. Federal regulations require submission of annual cost reports covering medical costs and expenses associated with the services provided by each hospital to program beneficiaries. Annual cost reports required under the Medicare and Medicaid programs are subject to routine audits, which may result in adjustments to the amounts ultimately determined to be due to HealthSouth under these reimbursement programs. These audits often require several years to reach the final determination of amounts earned under the programs. If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. | |||||||||
CMS has been granted authority to suspend payments, in whole or in part, to Medicare providers if CMS possesses reliable information an overpayment, fraud, or willful misrepresentation exists. If CMS suspects payments are being made as the result of fraud or misrepresentation, CMS may suspend payment at any time without providing prior notice to us. The initial suspension period is limited to 180 days. However, the payment suspension period can be extended almost indefinitely if the matter is under investigation by the United States Department of Health and Human Services Office of Inspector General (the “HHS-OIG”) or the United States Department of Justice. Therefore, we are unable to predict if or when we may be subject to a suspension of payments by the Medicare and/or Medicaid programs, the possible length of the suspension period, or the potential cash flow impact of a payment suspension. Any such suspension would adversely impact our financial position, results of operations, and cash flows. | |||||||||
Pursuant to legislative directives and authorizations from Congress, CMS has developed and instituted various Medicare audit programs under which CMS contracts with private companies to conduct claims and medical record audits. One type of audit contractor, the Recovery Audit Contractors (“RACs”), began post-payment audit processes in late 2009 for providers in general. In connection with CMS approved and announced RAC audits related to IRFs, we received requests in 2014 and 2013 to review certain patient files for discharges occurring from 2010 to 2014. These post-payment RAC audits are focused on medical necessity requirements for admission to IRFs rather than targeting a specific diagnosis code as in previous pre-payment audits. Medical necessity is a subjective assessment by an independent physician of a patient’s ability to tolerate and benefit from intensive multi-disciplinary therapy provided in an IRF setting. | |||||||||
To date, the Medicare payments that are subject to these audit requests represent less than 1% of our Medicare patient discharges from 2010 to 2014, and not all of these patient file requests have resulted in payment denial determinations by the RACs. Because we have confidence in the medical judgment of both the referring and the admitting physicians who assess the treatment needs of their patients, we have appealed substantially all RAC denials arising from these audits using the same process we follow for appealing denials of certain diagnosis codes by Medicare Administrative Contractors (“MACs”) (see “Accounts Receivable and Allowance for Doubtful Accounts” below). Due to the delays announced by CMS in the related adjudication process, we believe the resolution of any claims that are subsequently denied as a result of these RAC audits could take in excess of two years. In addition, because we have limited experience with RACs in the context of post-payment reviews of this nature, we cannot provide assurance as to the future success of these disputes. As such, we make provisions for these claims based on our historical experience and success rates in the claims adjudication process, which is the same process we follow for appealing denials of certain diagnosis codes by MACs. Because these reviews involve post-payment claims, there are no corresponding patient receivables in our consolidated balance sheet. As the ultimate results of these audits impact our estimates of amounts determined to be due to HealthSouth under these reimbursement programs, our provision for claims that are part of this post-payment review process are recorded to Net operating revenues. During 2014 and 2013, we reduced our Net operating revenues by approximately $0.4 million and $8 million, respectively, for post-payment claims that are part of this review process. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents— | ||||||||
Cash and cash equivalents include highly liquid investments with maturities of three months or less when purchased. Carrying values of Cash and cash equivalents approximate fair value due to the short-term nature of these instruments. | |||||||||
We maintain amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and we have not experienced any losses on such deposits. | |||||||||
Marketable Securities | Marketable Securities— | ||||||||
We record all equity securities with readily determinable fair values and for which we do not exercise significant influence as available-for-sale securities. We carry the available-for-sale securities at fair value and report unrealized holding gains or losses, net of income taxes, in Accumulated other comprehensive loss, which is a separate component of shareholders’ equity. We recognize realized gains and losses in our consolidated statements of operations using the specific identification method. | |||||||||
Unrealized losses are charged against earnings when a decline in fair value is determined to be other than temporary. Management reviews several factors to determine whether a loss is other than temporary, such as the length of time a security is in an unrealized loss position, the extent to which fair value is less than cost, the financial condition and near term prospects of the issuer, industry, or geographic area and our ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts— | ||||||||
We report accounts receivable at estimated net realizable amounts from services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, workers’ compensation programs, employers, and patients. Our accounts receivable are geographically dispersed, but a significant portion of our revenues are concentrated by type of payors. The concentration of net patient service accounts receivable by payor class, as a percentage of total net patient service accounts receivable, is as follows: | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Medicare | 72.2 | % | 67.4 | % | |||||
Medicaid | 1.8 | % | 2 | % | |||||
Workers' compensation | 1.9 | % | 2.6 | % | |||||
Managed care and other discount plans, including Medicare Advantage | 18.5 | % | 22.4 | % | |||||
Other third-party payors | 3.8 | % | 4 | % | |||||
Patients | 1.8 | % | 1.6 | % | |||||
Total | 100 | % | 100 | % | |||||
While revenues and accounts receivable from the Medicare program are significant to our operations, we do not believe there are significant credit risks associated with this government agency. We do not believe there are any other significant concentrations of revenues from any particular payor that would subject us to any significant credit risks in the collection of our accounts receivable. | |||||||||
We provide for accounts receivable that could become uncollectible by establishing an allowance to reduce the carrying value of such receivables to their estimated net realizable value. Additions to the allowance for doubtful accounts are made by means of the Provision for doubtful accounts. We write off uncollectible accounts (after exhausting collection efforts) against the allowance for doubtful accounts. Subsequent recoveries are recorded via the Provision for doubtful accounts. | |||||||||
The collection of outstanding receivables from Medicare, managed care payors, other third-party payors, and patients is our primary source of cash and is critical to our operating performance. While it is our policy to verify insurance prior to a patient being admitted, there are various exceptions that can occur. Such exceptions include instances where we are (1) unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, (2) a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid, and it takes several days, weeks, or months before qualification for such benefits is confirmed or denied, and (3) the patient is transferred to our hospital from an acute care hospital without having access to a credit card, cash, or check to pay the applicable patient responsibility amounts (i.e., deductibles and co-payments). Based on our historical collection trends, our primary collection risks relate to patient accounts for which the patient was the primary payor or the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts remain outstanding. Changes in the economy, such as increased unemployment rates or periods of recession, can further exacerbate our ability to collect patient responsibility amounts. | |||||||||
We estimate our allowance for doubtful accounts based on the aging of our accounts receivable, our historical collection experience for each type of payor, and other relevant factors so that the remaining receivables, net of allowances, are reflected at their estimated net realizable values. Accounts requiring collection efforts are reviewed via system-generated work queues that automatically stage (based on age and size of outstanding balance) accounts requiring collection efforts for patient account representatives. Collection efforts include contacting the applicable party (both in writing and by telephone), providing information (both financial and clinical) to allow for payment or to overturn payor decisions to deny payment, and arranging payment plans with self-pay patients, among other techniques. When we determine all in-house efforts have been exhausted or it is a more prudent use of resources, accounts may be turned over to a collection agency. Accounts are written off after all collection efforts (internal and external) have been exhausted. | |||||||||
For several years, under programs designated as “widespread probes,” certain of our MACs have conducted pre-payment claim reviews of our billings and denied payment for certain diagnosis codes based on medical necessity. We dispute, or “appeal,” most of these denials, and we have historically collected approximately 63% of all amounts denied. For claims we choose to take through all levels of appeal, up to and including administrative law judge hearings, we have historically experienced an approximate 72% success rate. The resolution of these disputes can take in excess of two years, and we cannot provide assurance as to our ongoing and future success of these disputes. As such, we make provisions against these receivables in accordance with our accounting policy that necessarily considers historical collection trends of the receivables in this review process as part of our Provision for doubtful accounts. Because we do not write-off receivables until all collection efforts have been exhausted, we do not write-off receivables related to denied claims while they are in this review process. When the amount collected related to denied claims differs from the net amount previously recorded, these collection differences are recorded in the Provision for doubtful accounts. As a result, the timing of these denials by MACs and their subsequent collection can create volatility in our Provision for doubtful accounts. | |||||||||
If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. Changes in general economic conditions, business office operations, payor mix, or trends in federal or state governmental and private employer healthcare coverage could affect our collection of accounts receivable, financial position, results of operations, and cash flows. | |||||||||
Property and Equipment | Property and Equipment— | ||||||||
We report land, buildings, improvements, vehicles, and equipment at cost, net of accumulated depreciation and amortization and any asset impairments. We report assets under capital lease obligations at the lower of fair value or the present value of the aggregate future minimum lease payments at the beginning of the lease term. We depreciate our assets using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Useful lives are generally as follows: | |||||||||
Years | |||||||||
Buildings | 10 to 30 | ||||||||
Leasehold improvements | 2 to 15 | ||||||||
Vehicles | 5 | ||||||||
Furniture, fixtures, and equipment | 3 to 10 | ||||||||
Assets under capital lease obligations: | |||||||||
Real estate | 15 to 20 | ||||||||
Vehicles | 3 to 4 | ||||||||
Equipment | 3 to 5 | ||||||||
Maintenance and repairs of property and equipment are expensed as incurred. We capitalize replacements and betterments that increase the estimated useful life of an asset. We capitalize pre-acquisition costs when they are directly identifiable with a specific property, the costs would be capitalizable if the property were already acquired, and acquisition of the property is probable. We capitalize interest expense on major construction and development projects while in progress. | |||||||||
We retain fully depreciated assets in property and accumulated depreciation accounts until we remove them from service. In the case of sale, retirement, or disposal, the asset cost and related accumulated depreciation balances are removed from the respective accounts, and the resulting net amount, less any proceeds, is included as a component of income from continuing operations in the consolidated statements of operations. However, if the sale, retirement, or disposal involves a discontinued operation, the resulting net amount, less any proceeds, is included in the results of discontinued operations. | |||||||||
We account for operating leases by recognizing rents, including any rent holidays, on a straight-line basis over the term of the lease. | |||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets— | ||||||||
We are required to test our goodwill and indefinite-lived intangible asset (starting in 2015 as a result of the acquisition of Encompass) for impairment at least annually, absent some triggering event that would accelerate an impairment assessment. Absent any impairment indicators, we perform this impairment testing as of October 1st of each year. We recognize an impairment charge for any amount by which the carrying amount of the asset exceeds its implied fair value. We present an impairment charge as a separate line item within income from continuing operations in the consolidated statements of operations, unless the impairment is associated with a discontinued operation. In that case, we include the impairment charge, on a net-of-tax basis, within the results of discontinued operations. | |||||||||
We assess qualitative factors in our single reporting unit (two reporting units starting in 2015 as a result of the acquisition of Encompass) to determine whether it is necessary to perform the first step of the two-step quantitative impairment test. If, based on this qualitative assessment, we were to believe we must proceed to Step 1, we would determine the fair value of our reporting unit using generally accepted valuation techniques including the income approach and the market approach. The income approach includes the use of our reporting unit’s discounted projected operating results and cash flows. This approach includes many assumptions related to pricing and volume, operating expenses, capital expenditures, discount factors, tax rates, etc. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairment in future periods. We reconcile the estimated fair value of our reporting unit to our market capitalization. When we dispose of a hospital, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology. | |||||||||
Starting in 2015 as a result of the acquisition of Encompass, we will also assess qualitative factors related to our indefinite-lived intangible asset to determine whether it is necessary to perform the first step of the two-step quantitative impairment test. If, based on this qualitative assessment, we were to believe we must proceed to Step 1, we would determine the fair value of our indefinite-lived intangible asset using generally accepted valuation techniques including the relief-from-royalty method. This method is a form of the income approach in which value is equated to a series of cash flows and discounted at a risk-adjusted rate. It is based on a hypothetical royalty, calculated as a percentage of forecasted revenue, that we would otherwise be willing to pay to use the asset, assuming it were not already owned. This approach includes assumptions related to pricing and volume, as well as a royalty rate a hypothetical third party would be willing to pay for use of the asset. When making our royalty rate assumption, we look to rates paid in arms-length licensing transactions for assets comparable to our asset. | |||||||||
We amortize the cost of intangible assets with finite useful lives over their respective estimated useful lives to their estimated residual value. As of December 31, 2014, none of our finite useful lived intangible assets has an estimated residual value. We also review these assets for impairment whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount. | |||||||||
The range of estimated useful lives and the amortization basis for our intangible assets, excluding goodwill, are generally as follows: | |||||||||
Estimated Useful Life | |||||||||
and Amortization Basis | |||||||||
Certificates of need | 10 to 30 years using straight-line basis | ||||||||
Licenses | 10 to 20 years using straight-line basis | ||||||||
Noncompete agreements | 2 to 18 years using straight-line basis | ||||||||
Trade names: | |||||||||
Encompass | indefinite-lived asset | ||||||||
All other | 10 to 20 years using straight-line basis | ||||||||
Internal-use software | 3 to 7 years using straight-line basis | ||||||||
Market access assets | 20 years using accelerated basis | ||||||||
We capitalize the costs of obtaining or developing internal-use software, including external direct costs of material and services and directly related payroll costs. Amortization begins when the internal-use software is ready for its intended use. Costs incurred during the preliminary project and post-implementation stages, as well as maintenance and training costs, are expensed as incurred. | |||||||||
Our market access assets are valued using discounted cash flows under the income approach. The value of the market access assets is attributable to our ability to gain access to and penetrate an acquired facility’s historical market patient base. To determine this value, we first develop a debt-free net cash flow forecast under various patient volume scenarios. The debt-free net cash flow is then discounted back to present value using a discount factor, which includes an adjustment for company-specific risk. As noted in the above table, we amortize these assets over 20 years using an accelerated basis that reflects the pattern in which we believe the economic benefits of the market access will be consumed. | |||||||||
Impairment of Long-Lived Assets and Other Intangible Assets | Impairment of Long-Lived Assets and Other Intangible Assets— | ||||||||
We assess the recoverability of long-lived assets (excluding goodwill) and identifiable acquired intangible assets with finite useful lives, whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset to the expected net future cash flows to be generated by that asset, or, for identifiable intangibles with finite useful lives, by determining whether the amortization of the intangible asset balance over its remaining life can be recovered through undiscounted future cash flows. The amount of impairment of identifiable intangible assets with finite useful lives, if any, to be recognized is measured based on projected discounted future cash flows. We measure the amount of impairment of other long-lived assets (excluding goodwill) as the amount by which the carrying value of the asset exceeds the fair market value of the asset, which is generally determined based on projected discounted future cash flows or appraised values. We classify long-lived assets to be disposed of other than by sale as held and used until they are disposed. We report long-lived assets to be disposed of by sale as held for sale and recognize those assets in the balance sheet at the lower of carrying amount or fair value less cost to sell, and we cease depreciation. | |||||||||
Investments in and Advances to Nonconsolidated Affiliates | Investments in and Advances to Nonconsolidated Affiliates— | ||||||||
Investments in entities we do not control but in which we have the ability to exercise significant influence over the operating and financial policies of the investee are accounted for under the equity method. Equity method investments are recorded at original cost and adjusted periodically to recognize our proportionate share of the investees’ net income or losses after the date of investment, additional contributions made, dividends or distributions received, and impairment losses resulting from adjustments to net realizable value. We record equity method losses in excess of the carrying amount of an investment when we guarantee obligations or we are otherwise committed to provide further financial support to the affiliate. | |||||||||
We use the cost method to account for equity investments for which the equity securities do not have readily determinable fair values and for which we do not have the ability to exercise significant influence. Under the cost method of accounting, private equity investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, additional investments, or distributions deemed to be a return of capital. | |||||||||
Management periodically assesses the recoverability of our equity method and cost method investments and equity method goodwill for impairment. We consider all available information, including the recoverability of the investment, the earnings and near-term prospects of the affiliate, factors related to the industry, conditions of the affiliate, and our ability, if any, to influence the management of the affiliate. We assess fair value based on valuation methodologies, as appropriate, including discounted cash flows, estimates of sales proceeds, and external appraisals, as appropriate. If an investment or equity method goodwill is considered to be impaired and the decline in value is other than temporary, we record an appropriate write-down. | |||||||||
Financing Costs | Financing Costs— | ||||||||
We amortize financing costs using the effective interest method over the expected life of the related debt. The related expense is included in Interest expense and amortization of debt discounts and fees in our consolidated statements of operations. | |||||||||
We accrete discounts and amortize premiums using the effective interest method over the expected life of the related debt, and we report discounts or premiums as a direct deduction from, or addition to, the face amount of the financing. The related income or expense is included in Interest expense and amortization of debt discounts and fees in our consolidated statements of operations. | |||||||||
Fair Value Measurements | Fair Value Measurements— | ||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. | |||||||||
The basis for these assumptions establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||
• | Level 1 – Observable inputs such as quoted prices in active markets; | ||||||||
• | Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||||||
• | Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||
Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows: | |||||||||
• | Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; | ||||||||
• | Cost approach – Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and | ||||||||
• | Income approach – Techniques to convert future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing models, and lattice models). | ||||||||
Our financial instruments consist mainly of cash and cash equivalents, restricted cash, restricted marketable securities, accounts receivable, accounts payable, letters of credit, and long-term debt. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of our letters of credit is deemed to be the amount of payment guaranteed on our behalf by third-party financial institutions. We determine the fair value of our long-term debt using quoted market prices, when available, or discounted cash flows based on various factors, including maturity schedules, call features, and current market rates. | |||||||||
On a recurring basis, we are required to measure our available-for-sale restricted marketable securities. The fair values of our available-for-sale restricted marketable securities are determined based on quoted market prices in active markets or quoted prices, dealer quotations, or alternative pricing sources supported by observable inputs in markets that are not considered to be active. | |||||||||
On a nonrecurring basis, we are required to measure property and equipment, goodwill, other intangible assets, investments in nonconsolidated affiliates, and assets and liabilities of discontinued operations at fair value. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. The fair value of our property and equipment is determined using discounted cash flows and significant unobservable inputs, unless there is an offer to purchase such assets, which could be the basis for determining fair value. The fair value of our intangible assets, excluding goodwill, is determined using discounted cash flows and significant unobservable inputs. The fair value of our investments in nonconsolidated affiliates is determined using quoted prices in private markets, discounted cash flows or earnings, or market multiples derived from a set of comparables. The fair value of our assets and liabilities of discontinued operations is determined using discounted cash flows and significant unobservable inputs unless there is an offer to purchase such assets and liabilities, which would be the basis for determining fair value. The fair value of our goodwill is determined using discounted projected operating results and cash flows, which involve significant unobservable inputs. | |||||||||
See also the “Redeemable Noncontrolling Interests” section of this note. | |||||||||
Noncontrolling Interests in Consolidated Affiliates | Noncontrolling Interests in Consolidated Affiliates— | ||||||||
The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates we control. Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities. We record adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interests holders are entitled based upon their portion of the subsidiaries they own. Distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interests holders’ balance. | |||||||||
Convertible Perpetual Preferred Stock | Convertible Perpetual Preferred Stock— | ||||||||
Our Convertible perpetual preferred stock contains fundamental change provisions that allow the holder to require us to redeem the preferred stock for cash if certain events occur. As redemption under these provisions is not solely within our control, we have classified our Convertible perpetual preferred stock as temporary equity. | |||||||||
Because our Convertible perpetual preferred stock is indexed to, and potentially settled in, our common stock, we also examined whether the embedded conversion option in our Convertible perpetual preferred stock should be bifurcated. Based on our analysis, we determined bifurcation is not necessary. | |||||||||
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests— | ||||||||
Certain of our joint venture agreements contain provisions that allow our partners to require us to purchase their interests in the joint venture at fair value at certain points in the future. Likewise, and as discussed in Note 2, Business Combinations, certain members of Encompass management hold similar put rights regarding their interests in our home health and hospice business. Because these noncontrolling interests provide for redemption features that are not solely within our control, we classify them as Redeemable noncontrolling interests outside of permanent equity in our consolidated balance sheets. At the end of each reporting period, we compare the carrying value of the Redeemable noncontrolling interests to their estimated redemption value. If the estimated redemption value is greater than the current carrying value, the carrying value is adjusted to the estimated redemption value, with the adjustments recorded through equity in the line item Capital in excess of par value. | |||||||||
The fair value of our Redeemable noncontrolling interests in our joint venture hospitals is determined primarily using the income approach. The income approach includes the use of the hospital’s projected operating results and cash flows discounted using a rate that reflects market participant assumptions for the applicable hospitals, or Level 3 inputs. The projected operating results use management’s best estimates of economic and market conditions over the forecasted periods including assumptions for pricing and volume, operating expenses, and capital expenditures. | |||||||||
Share-Based Payments | Share-Based Payments— | ||||||||
HealthSouth has shareholder-approved stock-based compensation plans that provide for the granting of stock-based compensation to certain employees and directors. All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their estimated grant-date fair value and amortized on a straight-line basis over the applicable requisite service period. | |||||||||
Litigation Reserves | Litigation Reserves— | ||||||||
We accrue for loss contingencies associated with outstanding litigation for which management has determined it is probable a loss contingency exists and the amount of loss can be reasonably estimated. If the accrued amount associated with a loss contingency is greater than $5.0 million, we also accrue estimated future legal fees associated with the loss contingency. This requires management to estimate the amount of legal fees that will be incurred in the defense of the litigation. These estimates are based on our expectations of the scope, length to complete, and complexity of the claims. In the future, additional adjustments may be recorded as the scope, length, or complexity of outstanding litigation changes. | |||||||||
Advertising Costs | Advertising Costs— | ||||||||
We expense costs of print, radio, television, and other advertisements as incurred. Advertising expenses, primarily included in Other operating expenses within the accompanying consolidated statements of operations, were $5.3 million, $5.2 million, and $5.0 million in each of the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Professional Fees - Accounting, Tax, and Legal | Professional Fees—Accounting, Tax, and Legal— | ||||||||
In 2014, 2013, and 2012, Professional fees—accounting, tax, and legal related primarily to legal and consulting fees for continued litigation and support matters discussed in Note 18, Contingencies and Other Commitments. These expenses in 2012 also included legal and consulting fees for the pursuit of our remaining income tax benefits, as discussed in Note 16, Income Taxes. | |||||||||
Income Taxes | Income Taxes— | ||||||||
We provide for income taxes using the asset and liability method. This approach recognizes the amount of income taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates. | |||||||||
A valuation allowance is required when it is more likely than not some portion of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income in the applicable tax jurisdiction. On a quarterly basis, we assess the likelihood of realization of our deferred tax assets considering all available evidence, both positive and negative. Our most recent operating performance, the scheduled reversal of temporary differences, our forecast of taxable income in future periods by jurisdiction, our ability to sustain a core level of earnings, and the availability of prudent tax planning strategies are important considerations in our assessment. | |||||||||
We evaluate our tax positions and establish assets and liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. | |||||||||
We use the with-and-without method to determine when we will recognize excess tax benefits from stock-based compensation. Under this method, we recognize these excess tax benefits only after we fully realize the tax benefits of net operating losses. | |||||||||
HealthSouth and its corporate subsidiaries file a consolidated federal income tax return. Some subsidiaries consolidated for financial reporting purposes are not part of the consolidated group for federal income tax purposes and file separate federal income tax returns. State income tax returns are filed on a separate, combined, or consolidated basis in accordance with relevant state laws and regulations. Partnerships, limited liability companies, and other pass-through entities we consolidate or account for using the equity method of accounting file separate federal and state income tax returns. We include the allocable portion of each pass-through entity’s income or loss in our federal income tax return. We allocate the remaining income or loss of each pass-through entity to the other partners or members who are responsible for their portion of the taxes. | |||||||||
Assets and Liabilities in and Results of Discontinued Operations | Assets and Liabilities in and Results of Discontinued Operations— | ||||||||
Components of an entity that have been disposed of or are classified as held for sale and have operations and cash flows that can be clearly distinguished from the rest of the entity are reported as discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, we reclassify the results of operations for current and prior periods into a single caption titled Income (loss) from discontinued operations, net of tax. In addition, we classify the assets and liabilities of those components as current and noncurrent assets and liabilities within Prepaid expenses and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in our consolidated balance sheets. We also classify cash flows related to discontinued operations as one line item within each category of cash flows in our consolidated statements of cash flows. | |||||||||
Earnings per Common Share | Earnings per Common Share— | ||||||||
The calculation of earnings per common share is based on the weighted-average number of our common shares outstanding during the applicable period. The calculation for diluted earnings per common share recognizes the effect of all potential dilutive common shares, including warrants, that were outstanding during the respective periods, unless their impact would be antidilutive. The calculation of earnings per common share also considers the effect of participating securities. Stock-based compensation awards that contain nonforfeitable rights to dividends and dividend equivalents, such as our nonvested restricted stock awards granted before 2014 and restricted stock units, are considered participating securities and are included in the computation of earnings per common share pursuant to the two-class method. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period. | |||||||||
We use the if-converted method to include our Convertible perpetual preferred stock and convertible senior subordinated notes in our computation of diluted earnings per share. All other potential dilutive shares, including warrants, are included in our weighted-average diluted share count using the treasury stock method. | |||||||||
Treasury Stock | Treasury Stock— | ||||||||
Shares of common stock repurchased by us are recorded at cost as treasury stock. When shares are reissued, we use an average cost method to determine cost. The difference between the cost of the shares and the re-issuance price is added to or deducted from Capital in excess of par value. We account for the retirement of treasury stock as a reduction of retained earnings. However, due to our Accumulated deficit, the retirement of treasury stock is currently recorded as a reduction of Capital in excess of par value. | |||||||||
Comprehensive Income | Comprehensive Income— | ||||||||
Comprehensive income is comprised of Net income and changes in unrealized gains or losses on available-for-sale securities and is included in the consolidated statements of comprehensive income. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements— | ||||||||
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard that changes the criteria for determining which disposals should be presented as discontinued operations and modifies related disclosure requirements. Under the previous standard, any component that had been disposed of or was classified as held for sale would have qualified for discontinued operations reporting unless there was significant continuing involvement with the disposed component or continuing cash flows. In contrast, the new standard requires the disposal of the component, or group of components, represent a strategic shift that has, or will have, a major effect on the entity’s operations and financial results in order to qualify as a discontinued operation. As a result, the sale or disposal of a single HealthSouth facility will no longer qualify as a discontinued operation. The new guidance is effective for disposal transactions or new components classified as held for sale beginning January 1, 2015. | |||||||||
In May 2014, the FASB updated its revenue recognition standard to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, the updated standard revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. This revised standard will be effective for HealthSouth for the annual reporting period beginning on January 1, 2017, including interim periods within that year. Early adoption is not permitted. We continue to review the requirements of this revised standard and any potential impact it may have on our financial position, results of operations, or cash flows. It will require us to reclassify our Provision for doubtful accounts from a component of Net operating revenues to operating expenses. | |||||||||
We do not believe any other recently issued, but not yet effective, accounting standards will have a material effect on our consolidated financial position, results of operations, or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Concentration of Net Operating Revenues by Payor | We derived consolidated Net operating revenues from the following payor sources: | ||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Medicare | 74.1 | % | 74.5 | % | 73.4 | % | |||
Medicaid | 1.8 | % | 1.2 | % | 1.2 | % | |||
Workers' compensation | 1.2 | % | 1.2 | % | 1.5 | % | |||
Managed care and other discount plans, including Medicare Advantage | 18.6 | % | 18.5 | % | 19.3 | % | |||
Other third-party payors | 1.8 | % | 1.8 | % | 1.8 | % | |||
Patients | 1 | % | 1.1 | % | 1.3 | % | |||
Other income | 1.5 | % | 1.7 | % | 1.5 | % | |||
Total | 100 | % | 100 | % | 100 | % | |||
Concentration of Net Patient Service Accounts Receivable by Payor Class | The concentration of net patient service accounts receivable by payor class, as a percentage of total net patient service accounts receivable, is as follows: | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Medicare | 72.2 | % | 67.4 | % | |||||
Medicaid | 1.8 | % | 2 | % | |||||
Workers' compensation | 1.9 | % | 2.6 | % | |||||
Managed care and other discount plans, including Medicare Advantage | 18.5 | % | 22.4 | % | |||||
Other third-party payors | 3.8 | % | 4 | % | |||||
Patients | 1.8 | % | 1.6 | % | |||||
Total | 100 | % | 100 | % | |||||
Useful Lives of Property and Equipment | Useful lives are generally as follows: | ||||||||
Years | |||||||||
Buildings | 10 to 30 | ||||||||
Leasehold improvements | 2 to 15 | ||||||||
Vehicles | 5 | ||||||||
Furniture, fixtures, and equipment | 3 to 10 | ||||||||
Assets under capital lease obligations: | |||||||||
Real estate | 15 to 20 | ||||||||
Vehicles | 3 to 4 | ||||||||
Equipment | 3 to 5 | ||||||||
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | The range of estimated useful lives and the amortization basis for our intangible assets, excluding goodwill, are generally as follows: | ||||||||
Estimated Useful Life | |||||||||
and Amortization Basis | |||||||||
Certificates of need | 10 to 30 years using straight-line basis | ||||||||
Licenses | 10 to 20 years using straight-line basis | ||||||||
Noncompete agreements | 2 to 18 years using straight-line basis | ||||||||
Trade names: | |||||||||
Encompass | indefinite-lived asset | ||||||||
All other | 10 to 20 years using straight-line basis | ||||||||
Internal-use software | 3 to 7 years using straight-line basis | ||||||||
Market access assets | 20 years using accelerated basis |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Schedule of Assets Acquired and Liabilities Assumed at the Acquisition Date | The fair value of the assets acquired and liabilities assumed at the acquisition dates for the Fairlawn and Quillen transactions completed in 2014 were as follows (in millions): | |||||||||||
Total current assets | $ | 12.1 | ||||||||||
Property and equipment, net | 36.9 | |||||||||||
Identifiable intangible assets: | ||||||||||||
Noncompete agreements (useful lives of 2 to 3 years) | 0.4 | |||||||||||
Trade names (useful lives of 20 years) | 2.9 | |||||||||||
Certificates of need (useful lives of 20 years) | 10.8 | |||||||||||
Licenses (useful lives of 20 years) | 2.1 | |||||||||||
Goodwill | 34.6 | |||||||||||
Total assets acquired | 99.8 | |||||||||||
Total current liabilities assumed | (7.8 | ) | ||||||||||
Total long-term liabilities assumed | (13.4 | ) | ||||||||||
Net assets acquired | $ | 78.6 | ||||||||||
The preliminary fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions): | ||||||||||||
Cash and cash equivalents | $ | 20.9 | ||||||||||
Accounts receivable, net | 37.6 | |||||||||||
Prepaid expenses and other current assets | 8.6 | |||||||||||
Property and equipment, net | 9.6 | |||||||||||
Identifiable intangible assets: | ||||||||||||
Noncompete agreements (useful life of 2 to 5 years) | 5.6 | |||||||||||
Trade name (indefinite life) | 135.2 | |||||||||||
Licenses (useful life of 10 years) | 58.2 | |||||||||||
Internal-use software (useful life of 3 years) | 3.2 | |||||||||||
Goodwill | 592.5 | |||||||||||
Other long-term assets | 2.1 | |||||||||||
Total assets acquired | 873.5 | |||||||||||
Current portion of long-term debt | 2 | |||||||||||
Accounts payable | 0.9 | |||||||||||
Accrued payroll | 25.8 | |||||||||||
Other current liabilities | 18.5 | |||||||||||
Long-term debt, net of current portion | 2 | |||||||||||
Deferred tax liabilities | 64.3 | |||||||||||
Total liabilities assumed | 113.5 | |||||||||||
Redeemable noncontrolling interests | 64.5 | |||||||||||
Net assets acquired | $ | 695.5 | ||||||||||
Schedule of Noncash or Part Noncash Acquisitions | Information regarding the net cash paid for the acquisition of Encompass is as follows (in millions): | |||||||||||
Fair value of assets acquired, net of $20.9 million of cash acquired | $ | 260.1 | ||||||||||
Goodwill | 592.5 | |||||||||||
Fair value of liabilities assumed | (113.5 | ) | ||||||||||
Redeemable noncontrolling interests | (64.5 | ) | ||||||||||
Net cash paid for acquisition | $ | 674.6 | ||||||||||
Information regarding the net cash paid for all other acquisitions during each period presented is as follows (in millions): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Fair value of assets acquired, net of $5.1 million of cash acquired in 2014 | $ | 60.1 | $ | 15.6 | $ | 3.1 | ||||||
Goodwill | 34.6 | 13.7 | — | |||||||||
Fair value of liabilities assumed | (21.2 | ) | (0.4 | ) | — | |||||||
Fair value of noncontrolling interest owned by joint venture partner | (18.3 | ) | — | — | ||||||||
Fair value of equity interest prior to acquisition | (35.0 | ) | — | — | ||||||||
Net cash paid for acquisitions | $ | 20.2 | $ | 28.9 | $ | 3.1 | ||||||
Summary of Actual and Pro Forma Results of Operations for Acquisitions | The following table summarizes the results of operations of the above mentioned transactions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2013 (in millions): | |||||||||||
Net Operating | Net Income | |||||||||||
Revenues | Attributable to | |||||||||||
HealthSouth | ||||||||||||
Acquired entities only: Actual from acquisition date to December 31, 2014* | $ | 27.2 | $ | 4 | ||||||||
Combined entity: Supplemental pro forma from 1/01/2014-12/31/2014 (unaudited) | 2,799.80 | 237.5 | ||||||||||
Combined entity: Supplemental pro forma from 1/01/2013-12/31/2013 (unaudited) | 2,627.60 | 311.3 | ||||||||||
* | Encompass - Actual amounts are zero due to the acquisition of Encompass on December 31, 2014. | |||||||||||
Fairlawn - includes operating results from June 1, 2014 through December 31, 2014 | ||||||||||||
Quillen - includes operating results from November 1, 2014 through December 31, 2014 |
Cash_and_Marketable_Securities1
Cash and Marketable Securities (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Cash and Cash Equivalents [Abstract] | ||||||||||||||||
Schedule of Investment Components | The components of our investments as of December 31, 2013 are as follows (in millions): | |||||||||||||||
Cash & Cash Equivalents | Restricted Cash | Restricted Marketable Securities | Total | |||||||||||||
Cash | $ | 64.5 | $ | 52.4 | $ | — | $ | 116.9 | ||||||||
Equity securities | — | — | 47.6 | 47.6 | ||||||||||||
Total | $ | 64.5 | $ | 52.4 | $ | 47.6 | $ | 164.5 | ||||||||
The components of our investments as of December 31, 2014 are as follows (in millions): | ||||||||||||||||
Cash & Cash Equivalents | Restricted Cash | Restricted Marketable Securities | Total | |||||||||||||
Cash | $ | 66.7 | $ | 45.6 | $ | — | $ | 112.3 | ||||||||
Equity securities | — | — | 50.5 | 50.5 | ||||||||||||
Total | $ | 66.7 | $ | 45.6 | $ | 50.5 | $ | 162.8 | ||||||||
Schedule of Restricted Cash | As of December 31, 2014 and 2013, Restricted cash consisted of the following (in millions): | |||||||||||||||
As of December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Affiliate cash | $ | 13.1 | $ | 13.6 | ||||||||||||
Self-insured captive funds | 32.4 | 37.8 | ||||||||||||||
Paid-loss deposit funds | 0.1 | 1 | ||||||||||||||
Total restricted cash | $ | 45.6 | $ | 52.4 | ||||||||||||
Available-for-sale Securities Cost to Fair Value Reconciliation | A summary of our restricted marketable securities as of December 31, 2014 is as follows (in millions): | |||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
Equity securities | $ | 51.3 | $ | 0.5 | $ | (1.3 | ) | $ | 50.5 | |||||||
A summary of our restricted marketable securities as of December 31, 2013 is as follows (in millions): | ||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
Equity securities | $ | 47.9 | $ | 0.2 | $ | (0.5 | ) | $ | 47.6 | |||||||
Investment information related to restricted marketable securities | Investing information related to our restricted marketable securities is as follows (in millions): | |||||||||||||||
For the Year Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Proceeds from sales of restricted available-for-sale securities | $ | — | $ | 16.6 | $ | — | ||||||||||
Proceeds from sales of nonrestricted available-for-sale securities | $ | 2.7 | $ | — | $ | — | ||||||||||
Gross realized gains | $ | 0.5 | $ | 1 | $ | — | ||||||||||
Gross realized losses | $ | (0.1 | ) | $ | (0.1 | ) | $ | — | ||||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Receivables [Abstract] | |||||||||||||||||
Schedule of Accounts Receivable | Accounts receivable consists of the following (in millions): | ||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current: | |||||||||||||||||
Patient accounts receivable, net of allowance for doubtful accounts of $22.2 million in 2014; $23.1 million in 2013 | $ | 309.3 | $ | 249.4 | |||||||||||||
Other accounts receivable | 13.9 | 12.4 | |||||||||||||||
323.2 | 261.8 | ||||||||||||||||
Noncurrent patient accounts receivable, net of allowance for doubtful accounts of $20.8 million in 2014; $10.0 million in 2013 | 51.4 | 16.6 | |||||||||||||||
Accounts receivable, net | $ | 374.6 | $ | 278.4 | |||||||||||||
Schedule of Activity Related to Allowance for Doubtful Accounts | The following is the activity related to our allowance for doubtful accounts (in millions): | ||||||||||||||||
For the Year Ended December 31, | Balance at Beginning of Period | Additions and Charges to Expense | Deductions and Accounts Written Off | Balance at End of Period | |||||||||||||
2014 | $ | 33.1 | $ | 31.6 | $ | (21.7 | ) | $ | 43 | ||||||||
2013 | $ | 28.7 | $ | 26 | $ | (21.6 | ) | $ | 33.1 | ||||||||
2012 | $ | 21.4 | $ | 27 | $ | (19.7 | ) | $ | 28.7 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Components of Property and Equipment | Property and equipment consists of the following (in millions): | ||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Land | $ | 108.1 | $ | 96 | |||||||||
Buildings | 1,214.40 | 1,085.20 | |||||||||||
Leasehold improvements | 79.1 | 65 | |||||||||||
Vehicles | 9.3 | 4.8 | |||||||||||
Furniture, fixtures, and equipment | 364.2 | 339.6 | |||||||||||
1,775.10 | 1,590.60 | ||||||||||||
Less: Accumulated depreciation and amortization | (784.0 | ) | (712.6 | ) | |||||||||
991.1 | 878 | ||||||||||||
Construction in progress | 28.6 | 32.5 | |||||||||||
Property and equipment, net | $ | 1,019.70 | $ | 910.5 | |||||||||
Fully Depreciated Assets and Assets Under Capital Lease Obligations | Information related to fully depreciated assets and assets under capital lease obligations is as follows (in millions): | ||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Fully depreciated assets | $ | 240.9 | $ | 225 | |||||||||
Assets under capital lease obligations: | |||||||||||||
Buildings | $ | 124.4 | $ | 124.4 | |||||||||
Vehicles | 5.2 | — | |||||||||||
Equipment | 0.2 | 0.2 | |||||||||||
129.8 | 124.6 | ||||||||||||
Less: Accumulated amortization | (55.2 | ) | (47.6 | ) | |||||||||
Assets under capital lease obligations, net | $ | 74.6 | $ | 77 | |||||||||
Depreciation Expense, Amortization Expense Relating to Assets Under Capital Lease Obligations, Interest Capitalized, and Rent Expense Under Operating Leases | The amount of depreciation expense, amortization expense relating to assets under capital lease obligations, interest capitalized, and rent expense under operating leases is as follows (in millions): | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Depreciation expense | $ | 79.9 | $ | 67.9 | $ | 59 | |||||||
Amortization expense | $ | 7.5 | $ | 9.5 | $ | 10.1 | |||||||
Interest capitalized | $ | 1.5 | $ | 1.9 | $ | 1 | |||||||
Rent expense: | |||||||||||||
Minimum rent payments | $ | 37.3 | $ | 40.3 | $ | 41.2 | |||||||
Contingent and other rents | 18.2 | 20.3 | 20.6 | ||||||||||
Other | 3.9 | 4.2 | 4.5 | ||||||||||
Total rent expense | $ | 59.4 | $ | 64.8 | $ | 66.3 | |||||||
Schedule of Accrued Straight-Line Rent | The excess of cumulative rent expense (recognized on a straight-line basis) over cumulative rent payments made on leases with fixed escalation terms is recognized as straight-line rental accrual and is included in Other long-term liabilities in the accompanying consolidated balance sheets, as follows (in millions): | ||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Straight-line rental accrual | $ | 14.6 | $ | 17.3 | |||||||||
Schedule of Future Minimum Lease Payments | Future minimum lease payments at December 31, 2014, for those leases having an initial or remaining noncancelable lease term in excess of one year, are as follows (in millions): | ||||||||||||
Year Ending December 31, | Operating Leases | Capital Lease Obligations | Total | ||||||||||
2015 | $ | 43.8 | $ | 15.3 | $ | 59.1 | |||||||
2016 | 37.6 | 15 | 52.6 | ||||||||||
2017 | 31.8 | 14 | 45.8 | ||||||||||
2018 | 27 | 13.6 | 40.6 | ||||||||||
2019 | 22.4 | 10.7 | 33.1 | ||||||||||
2020 and thereafter | 87.3 | 98.4 | 185.7 | ||||||||||
$ | 249.9 | 167 | $ | 416.9 | |||||||||
Less: Interest portion | (80.3 | ) | |||||||||||
Obligations under capital leases | $ | 86.7 | |||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Schedule of Changes in the Carrying Amount of Goodwill | The following table shows changes in the carrying amount of Goodwill for the years ended December 31, 2014, 2013, and 2012 (in millions): | |||||||||||
Amount | ||||||||||||
Goodwill as of December 31, 2011 | $ | 421.7 | ||||||||||
Consolidation of joint venture formerly accounted for under the equity method of accounting | 15.6 | |||||||||||
Goodwill as of December 31, 2012 | 437.3 | |||||||||||
Acquisition | 13.7 | |||||||||||
Conversion of 100% owned hospital into a joint venture | 6.2 | |||||||||||
Divestiture of skilled nursing facility beds | (0.3 | ) | ||||||||||
Goodwill as of December 31, 2013 | 456.9 | |||||||||||
Acquisitions | 593.1 | |||||||||||
Consolidation of joint venture formerly accounted for under the equity method of accounting | 34 | |||||||||||
Goodwill as of December 31, 2014 | $ | 1,084.00 | ||||||||||
Schedule of Intangible Assets by Major Class | The following table provides information regarding our other intangible assets (in millions): | |||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||
Certificates of need: | ||||||||||||
2014 | $ | 27.9 | $ | (4.0 | ) | $ | 23.9 | |||||
2013 | 14.7 | (3.0 | ) | 11.7 | ||||||||
Licenses: | ||||||||||||
2014 | $ | 110.8 | $ | (46.3 | ) | $ | 64.5 | |||||
2013 | 50.5 | (44.9 | ) | 5.6 | ||||||||
Noncompete agreements: | ||||||||||||
2014 | $ | 46.2 | $ | (29.4 | ) | $ | 16.8 | |||||
2013 | 40.2 | (24.8 | ) | 15.4 | ||||||||
Trade name - Encompass: | ||||||||||||
2014 | $ | 135.2 | $ | — | $ | 135.2 | ||||||
2013 | — | — | — | |||||||||
Trade names - all other: | ||||||||||||
2014 | $ | 19.9 | $ | (10.1 | ) | $ | 9.8 | |||||
2013 | 17 | (9.3 | ) | 7.7 | ||||||||
Internal-use software: | ||||||||||||
2014 | $ | 125.3 | $ | (74.5 | ) | $ | 50.8 | |||||
2013 | 105.3 | (63.5 | ) | 41.8 | ||||||||
Market access assets: | ||||||||||||
2014 | $ | 13.2 | $ | (8.1 | ) | $ | 5.1 | |||||
2013 | 13.2 | (7.2 | ) | 6 | ||||||||
Total intangible assets: | ||||||||||||
2014 | $ | 478.5 | $ | (172.4 | ) | $ | 306.1 | |||||
2013 | 240.9 | (152.7 | ) | 88.2 | ||||||||
Schedule of Amortization Expense, Intangible Assets | Amortization expense for other intangible assets is as follows (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Amortization expense | $ | 20.3 | $ | 17.3 | $ | 13.4 | ||||||
Schedule of Future Estimated Amortization Expense, Intangible Assets | Total estimated amortization expense for our other intangible assets for the next five years is as follows (in millions): | |||||||||||
Year Ending December 31, | Estimated Amortization Expense | |||||||||||
2015 | $ | 28.5 | ||||||||||
2016 | 25 | |||||||||||
2017 | 20.7 | |||||||||||
2018 | 16.8 | |||||||||||
2019 | 15.8 | |||||||||||
Investments_in_and_Advances_to1
Investments in and Advances to Nonconsolidated Affiliates (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | ||||||||||||
Schedule of Aggregate Equity and Cost Method Investments | Our investments, which are included in Other long-term assets in our consolidated balance sheets, consist of the following (in millions): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Equity method investments: | ||||||||||||
Capital contributions | $ | 0.8 | $ | 2.9 | ||||||||
Cumulative share of income | 77.3 | 104.8 | ||||||||||
Cumulative share of distributions | (69.9 | ) | (88.8 | ) | ||||||||
8.2 | 18.9 | |||||||||||
Cost method investments: | ||||||||||||
Capital contributions, net of distributions and impairments | 1.2 | 1.4 | ||||||||||
Total investments in and advances to nonconsolidated affiliates | $ | 9.4 | $ | 20.3 | ||||||||
Schedule of Combined Assets, Liabilities, and Equity of Equity Method Affiliates | The following summarizes the combined assets, liabilities, and equity and the combined results of operations of our equity method affiliates (on a 100% basis, in millions): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Assets— | ||||||||||||
Current | $ | 9.6 | $ | 16.6 | ||||||||
Noncurrent | 13.1 | 36.2 | ||||||||||
Total assets | $ | 22.7 | $ | 52.8 | ||||||||
Liabilities and equity— | ||||||||||||
Current liabilities | $ | 0.7 | $ | 2.4 | ||||||||
Noncurrent liabilities | 0.1 | 0.7 | ||||||||||
Partners’ capital and shareholders’ equity— | ||||||||||||
HealthSouth | 8.2 | 18.9 | ||||||||||
Outside partners | 13.7 | 30.8 | ||||||||||
Total liabilities and equity | $ | 22.7 | $ | 52.8 | ||||||||
Schedule of Combined Results of Operations of Equity Method Affiliates | Condensed statements of operations (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating revenues | $ | 50.2 | $ | 74.3 | $ | 83.3 | ||||||
Operating expenses | (25.9 | ) | (43.6 | ) | (48.1 | ) | ||||||
Income from continuing operations, net of tax | 30.9 | 24.6 | 28.3 | |||||||||
Net income | 30.9 | 24.6 | 28.3 | |||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ||||||||||
Schedule of Outstanding Long-term Debt | Our long-term debt outstanding consists of the following (in millions): | |||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Credit Agreement— | ||||||||||
Advances under revolving credit facility | $ | 325 | $ | 45 | ||||||
Term loan facilities | 450 | — | ||||||||
Bonds payable— | ||||||||||
7.25% Senior Notes due 2018 | — | 272.4 | ||||||||
8.125% Senior Notes due 2020 | 287 | 286.6 | ||||||||
7.75% Senior Notes due 2022 | 227.1 | 252.5 | ||||||||
5.75% Senior Notes due 2024 | 456.2 | 275 | ||||||||
2.00% Convertible Senior Subordinated Notes due 2043 | 258 | 249.5 | ||||||||
Other notes payable | 41.6 | 47.6 | ||||||||
Capital lease obligations | 86.7 | 88.9 | ||||||||
2,131.60 | 1,517.50 | |||||||||
Less: Current portion | (20.8 | ) | (12.3 | ) | ||||||
Long-term debt, net of current portion | $ | 2,110.80 | $ | 1,505.20 | ||||||
Schedule of Debt Maturities | The following chart shows scheduled principal payments due on long-term debt for the next five years and thereafter (in millions): | |||||||||
Year Ending December 31, | Face Amount | Net Amount | ||||||||
2015 | $ | 20.8 | $ | 20.8 | ||||||
2016 | 20.4 | 20.4 | ||||||||
2017 | 18.6 | 18.6 | ||||||||
2018 | 18.6 | 18.6 | ||||||||
2019 | 496.7 | 496.7 | ||||||||
Thereafter | 1,614.10 | 1,556.50 | ||||||||
Total | $ | 2,189.20 | $ | 2,131.60 | ||||||
Schedule of Redemption Prices for 2022 Senior Notes | We may redeem the 2022 Notes, in whole or in part, at any time on or after September 15, 2015, at the redemption prices set forth below: | |||||||||
Period | Redemption | |||||||||
Price* | ||||||||||
2015 | 103.875 | % | ||||||||
2016 | 102.583 | % | ||||||||
2017 | 101.292 | % | ||||||||
2018 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Schedule of Redemption Prices for 2020 Senior Notes | We may redeem the 2020 Notes, in whole or in part, at any time on or after February 15, 2015, at the redemption prices set forth below: | |||||||||
Period | Redemption Price* | |||||||||
2015 | 104.063 | % | ||||||||
2016 | 102.708 | % | ||||||||
2017 | 101.354 | % | ||||||||
2018 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Schedule of Redemption Prices for 2024 Senior Notes | We may redeem the 2024 Notes, in whole or in part, at any time on or after November 1, 2017, at the redemption prices set forth below: | |||||||||
Period | Redemption | |||||||||
Price* | ||||||||||
2017 | 102.875 | % | ||||||||
2018 | 101.917 | % | ||||||||
2019 | 100.958 | % | ||||||||
2020 and thereafter | 100 | % | ||||||||
* Expressed in percentage of principal amount | ||||||||||
Schedule of Other Notes Payable | Our notes payable consist of the following (in millions): | |||||||||
As of December 31, | ||||||||||
2014 | 2013 | Interest Rates | ||||||||
Sale/leaseback transactions involving real estate accounted for as financings | $ | 28 | $ | 28 | 8.1% to 11.2% | |||||
Acquisition of an inpatient rehabilitation unit | 2.9 | 4.3 | 7.80% | |||||||
Construction of a new hospital | 10.4 | 13.5 | LIBOR + 2.5%; | |||||||
2.7% as of December 31, 2014 | ||||||||||
Other | 0.3 | 1.8 | 5.7% to 6.8% | |||||||
Other notes payable | $ | 41.6 | $ | 47.6 | ||||||
SelfInsured_Risks_SelfInsured_
Self-Insured Risks Self-Insured Risks (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Self-Insured Risks [Abstract] | ||||||||||||
Self-Insurance Reserves | The following table presents the changes in our self-insurance reserves for the years ended December 31, 2014, 2013, and 2012 (in millions): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of period, gross | $ | 140.3 | $ | 148.3 | $ | 153.3 | ||||||
Less: Reinsurance receivables | (32.6 | ) | (29.4 | ) | (34.4 | ) | ||||||
Balance at beginning of period, net | 107.7 | 118.9 | 118.9 | |||||||||
Increase for the provision of current year claims | 34.7 | 34.4 | 33.8 | |||||||||
Decrease for the provision of prior year claims | (3.5 | ) | (5.9 | ) | (6.4 | ) | ||||||
Decrease related to change in statistical confidence level | — | (6.7 | ) | — | ||||||||
Expenses related to discontinued operations | (0.3 | ) | (1.8 | ) | (1.9 | ) | ||||||
Payments related to current year claims | (4.4 | ) | (3.9 | ) | (4.2 | ) | ||||||
Payments related to prior year claims | (25.9 | ) | (27.3 | ) | (21.3 | ) | ||||||
Acquisition of Encompass | 0.3 | — | — | |||||||||
Balance at end of period, net | 108.6 | 107.7 | 118.9 | |||||||||
Add: Reinsurance receivables | 26 | 32.6 | 29.4 | |||||||||
Balance at end of period, gross | $ | 134.6 | $ | 140.3 | $ | 148.3 | ||||||
Convertible_Perpetual_Preferre1
Convertible Perpetual Preferred Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Convertible Perpetual Preferred Stock [Abstract] | ||||||||
Summary of Activity, Convertible Perpetual Preferred Stock | The following is a summary of the activity related to our Convertible perpetual preferred stock from December 31, 2011 to December 31, 2014 (in millions, except share data): | |||||||
Number of Shares Outstanding | Amount | |||||||
Balance as of December 31, 2011 | 400,000 | $ | 387.4 | |||||
Repurchase of preferred stock | (46,645 | ) | (45.2 | ) | ||||
Balance as of December 31, 2012 | 353,355 | 342.2 | ||||||
Repurchase of preferred stock | (257,110 | ) | (249.0 | ) | ||||
Balance as of December 31, 2013 and 2014 | 96,245 | 93.2 | ||||||
Summary Allocation of Consideration Exchanged, Convertible Perpetual Preferred Stock | The allocation of the consideration exchanged for repurchases of preferred stock is as follows (in millions): | |||||||
For the Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Carrying value of shares repurchased | $ | 249 | $ | 45.2 | ||||
Cumulative dividends included as part of repurchase price | 2.2 | 0.5 | ||||||
Excess exchanged in transaction | 71.6 | 0.8 | ||||||
$ | 322.8 | $ | 46.5 | |||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interests (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Redeemable Noncontrolling Interest | The following is a summary of the activity related to our Redeemable noncontrolling interests (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at beginning of period | $ | 13.5 | $ | 7.2 | $ | 7.3 | ||||||
Acquisition of Encompass | 64.5 | — | — | |||||||||
Net income attributable to noncontrolling interests | 6.6 | 5.8 | 3.8 | |||||||||
Distributions | (8.5 | ) | (4.9 | ) | (3.9 | ) | ||||||
Contribution to joint venture | 4.3 | 7.1 | — | |||||||||
Change in fair value | 4.3 | (1.7 | ) | — | ||||||||
Balance at end of period | $ | 84.7 | $ | 13.5 | $ | 7.2 | ||||||
Reconciliation of Noncontrolling Interests | The following table reconciles the net income attributable to nonredeemable Noncontrolling interests, as recorded in the shareholders’ equity section of the consolidated balance sheets, and the net income attributable to Redeemable noncontrolling interests, as recorded in the mezzanine section of the consolidated balance sheets, to the Net income attributable to noncontrolling interests presented on the consolidated statements of operations (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to nonredeemable noncontrolling interests | $ | 53.1 | $ | 52 | $ | 47.1 | ||||||
Net income attributable to redeemable noncontrolling interests | 6.6 | 5.8 | 3.8 | |||||||||
Net income attributable to noncontrolling interests | $ | 59.7 | $ | 57.8 | $ | 50.9 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in millions): | ||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||
As of December 31, 2014 | Fair Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Valuation Technique (1) | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||
Prepaid expenses and other current assets: | |||||||||||||||||||
Current portion of restricted marketable securities | $ | 4.6 | $ | — | $ | 4.6 | $ | — | M | ||||||||||
Other long-term assets: | |||||||||||||||||||
Restricted marketable securities | 45.9 | — | 45.9 | — | M | ||||||||||||||
As of December 31, 2013 | |||||||||||||||||||
Prepaid expenses and other current assets: | |||||||||||||||||||
Current portion of restricted marketable securities | $ | 4.7 | $ | — | $ | 4.7 | $ | — | M | ||||||||||
Other long-term assets: | |||||||||||||||||||
Restricted marketable securities | 42.9 | — | 42.9 | — | M | ||||||||||||||
(1) | The three valuation techniques are: market approach (M), cost approach (C), and income approach (I). | ||||||||||||||||||
Schedule of Carrying Amounts and Estimated Fair Values, Financial Instruments | The carrying amounts and estimated fair values for our other financial instruments are presented in the following table (in millions): | ||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||
Long-term debt: | |||||||||||||||||||
Advances under revolving credit facility | $ | 325 | $ | 325 | $ | 45 | $ | 45 | |||||||||||
Term loan facilities | 450 | 450 | — | — | |||||||||||||||
7.25% Senior Notes due 2018 | — | — | 272.4 | 291.4 | |||||||||||||||
8.125% Senior Notes due 2020 | 287 | 302.5 | 286.6 | 319.4 | |||||||||||||||
7.75% Senior Notes due 2022 | 227.1 | 240.7 | 252.5 | 275 | |||||||||||||||
5.75% Senior Notes due 2024 | 456.2 | 471.4 | 275 | 273.6 | |||||||||||||||
2.00% Convertible Senior Subordinated Notes due 2043 | 258 | 358.4 | 249.5 | 339.7 | |||||||||||||||
Other notes payable | 41.6 | 41.6 | 47.6 | 47.6 | |||||||||||||||
Financial commitments: | |||||||||||||||||||
Letters of credit | — | 31.8 | — | 36.5 | |||||||||||||||
ShareBased_Payments_Tables
Share-Based Payments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Weighted-Average Assumptions Used to Determine Fair Value of Stock Options | The fair values of the options granted during the years ended December 31, 2014, 2013, and 2012 have been estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected volatility | 40.3 | % | 41.8 | % | 42.8 | % | |||||||
Risk-free interest rate | 2.2 | % | 1.4 | % | 1.4 | % | |||||||
Expected life (years) | 7.2 | 7.2 | 7 | ||||||||||
Dividend yield | 2.1 | % | 0 | % | 0 | % | |||||||
Schedule of Stock Option Activity | A summary of our stock option activity and related information is as follows: | ||||||||||||
Shares | Weighted- Average Exercise Price per Share | Weighted- Average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||
(In Thousands) | (In Millions) | ||||||||||||
Outstanding, December 31, 2013 | 2,361 | $ | 20.82 | ||||||||||
Granted | 136 | 31.97 | |||||||||||
Exercised | (290 | ) | 25.78 | ||||||||||
Forfeitures | — | — | |||||||||||
Expirations | — | — | |||||||||||
Outstanding, December 31, 2014 | 2,207 | 20.85 | 4.3 | $ | 38.9 | ||||||||
Exercisable, December 31, 2014 | 1,895 | 19.88 | 3.7 | 35.2 | |||||||||
Schedule of Restricted Stock Activity | A summary of our issued restricted stock awards is as follows (share information in thousands): | ||||||||||||
Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
Nonvested shares at December 31, 2013 | 1,162 | $ | 22.89 | ||||||||||
Granted | 861 | 23.94 | |||||||||||
Vested | (782 | ) | 23.35 | ||||||||||
Forfeited | (44 | ) | 23.72 | ||||||||||
Nonvested shares at December 31, 2014 | 1,197 | 23.31 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The significant components of the Provision for income tax expense related to continuing operations are as follows (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 2.5 | $ | 0.9 | $ | 0.7 | ||||||
State and other | 10.8 | 5.4 | 5.2 | |||||||||
Total current expense | 13.3 | 6.3 | 5.9 | |||||||||
Deferred: | ||||||||||||
Federal | 95.3 | 11.3 | 104.2 | |||||||||
State and other | 2.1 | (4.9 | ) | (1.5 | ) | |||||||
Total deferred expense | 97.4 | 6.4 | 102.7 | |||||||||
Total income tax expense related to continuing operations | $ | 110.7 | $ | 12.7 | $ | 108.6 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of differences between the federal income tax at statutory rates and our actual income tax expense on our income from continuing operations, which include federal, state, and other income taxes, is presented below: | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax expense at statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Increase (decrease) in tax rate resulting from: | ||||||||||||
State and other income taxes, net of federal tax benefit | 4.3 | % | 4 | % | 3.7 | % | ||||||
Decrease in valuation allowance | (1.9 | )% | (2.3 | )% | (2.8 | )% | ||||||
Settlement of tax claims | — | % | (28.7 | )% | 0.3 | % | ||||||
Noncontrolling interests | (5.1 | )% | (5.1 | )% | (5.1 | )% | ||||||
Acquisition of additional equity interest in Fairlawn | (3.6 | )% | — | % | — | % | ||||||
Other, net | (0.1 | )% | 0.3 | % | 0.8 | % | ||||||
Income tax expense | 28.6 | % | 3.2 | % | 31.9 | % | ||||||
Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of HealthSouth’s deferred tax assets and liabilities are presented in the following table (in millions): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred income tax assets: | ||||||||||||
Net operating loss | $ | 301.3 | $ | 416.5 | ||||||||
Property, net | 40.7 | 44.3 | ||||||||||
Insurance reserve | 25.6 | 28.5 | ||||||||||
Stock-based compensation | 23.7 | 26.8 | ||||||||||
Allowance for doubtful accounts | 18 | 15.3 | ||||||||||
Alternative minimum tax | 10.5 | 11.1 | ||||||||||
Carrying value of partnerships | 23.8 | 19.8 | ||||||||||
Other accruals | 20.6 | 19 | ||||||||||
Tax credits | 9.9 | 2 | ||||||||||
Other | 1.6 | 1.2 | ||||||||||
Total deferred income tax assets | 475.7 | 584.5 | ||||||||||
Less: Valuation allowance | (23.0 | ) | (30.7 | ) | ||||||||
Net deferred income tax assets | 452.7 | 553.8 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Intangibles | (97.5 | ) | (29.2 | ) | ||||||||
Convertible debt interest | (31.7 | ) | (28.0 | ) | ||||||||
Other | (5.7 | ) | (3.3 | ) | ||||||||
Total deferred income tax liabilities | (134.9 | ) | (60.5 | ) | ||||||||
Net deferred income tax assets | 317.8 | 493.3 | ||||||||||
Less: Current deferred tax assets | 188.4 | 139 | ||||||||||
Noncurrent deferred tax assets | $ | 129.4 | $ | 354.3 | ||||||||
Schedule of Unrecognized Tax Benefits Rollforward | A reconciliation of the beginning and ending liability for unrecognized tax benefits is as follows (in millions): | |||||||||||
Gross Unrecognized Income Tax Benefits | Accrued Interest and Penalties | |||||||||||
January 1, 2012 | $ | 6 | $ | 0.1 | ||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 75.8 | — | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (2.5 | ) | — | |||||||||
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | (0.9 | ) | — | |||||||||
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations | (0.4 | ) | (0.1 | ) | ||||||||
December 31, 2012 | 78 | — | ||||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 46.7 | 0.3 | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (1.9 | ) | — | |||||||||
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | (121.7 | ) | — | |||||||||
December 31, 2013 | 1.1 | 0.3 | ||||||||||
Gross amount of increases in unrecognized tax benefits related to prior periods | 0.7 | 0.1 | ||||||||||
Gross amount of decreases in unrecognized tax benefits related to prior periods | (0.9 | ) | (0.4 | ) | ||||||||
December 31, 2014 | $ | 0.9 | $ | — | ||||||||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Computation of Basic and Diluted Earnings per Common Share | The following table sets forth the computation of basic and diluted earnings per common share (in millions, except per share amounts): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic: | ||||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 276.2 | $ | 382.5 | $ | 231.4 | ||||||
Less: Net income attributable to noncontrolling interests included in continuing operations | (59.7 | ) | (57.8 | ) | (50.9 | ) | ||||||
Less: Income allocated to participating securities | (2.3 | ) | (3.4 | ) | (2.2 | ) | ||||||
Less: Convertible perpetual preferred stock dividends | (6.3 | ) | (21.0 | ) | (23.9 | ) | ||||||
Less: Repurchase of convertible perpetual preferred stock | — | (71.6 | ) | (0.8 | ) | |||||||
Income from continuing operations attributable to HealthSouth common shareholders | 207.9 | 228.7 | 153.6 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | (1.1 | ) | 4.5 | ||||||||
Less: Income from discontinued operations allocated to participating securities | (0.1 | ) | — | (0.1 | ) | |||||||
Net income attributable to HealthSouth common shareholders | $ | 213.3 | $ | 227.6 | $ | 158 | ||||||
Denominator: | ||||||||||||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 | |||||||||
Basic earnings per share attributable to HealthSouth common shareholders: | ||||||||||||
Continuing operations | $ | 2.4 | $ | 2.59 | $ | 1.62 | ||||||
Discontinued operations | 0.06 | (0.01 | ) | 0.05 | ||||||||
Net income | $ | 2.46 | $ | 2.58 | $ | 1.67 | ||||||
Diluted: | ||||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 276.2 | $ | 382.5 | $ | 231.4 | ||||||
Less: Net income attributable to noncontrolling interests included in continuing operations | (59.7 | ) | (57.8 | ) | (50.9 | ) | ||||||
Add: Interest on convertible debt, net of tax | 9 | 1 | — | |||||||||
Income from continuing operations attributable to HealthSouth common shareholders | 225.5 | 325.7 | 180.5 | |||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | (1.1 | ) | 4.5 | ||||||||
Net income attributable to HealthSouth common shareholders | $ | 231 | $ | 324.6 | $ | 185 | ||||||
Denominator: | ||||||||||||
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 | |||||||||
Diluted earnings per share attributable to HealthSouth common shareholders: | ||||||||||||
Continuing operations | $ | 2.24 | $ | 2.59 | $ | 1.62 | ||||||
Discontinued operations | 0.05 | (0.01 | ) | 0.05 | ||||||||
Net income | $ | 2.29 | $ | 2.58 | $ | 1.67 | ||||||
Reconciliation of Weighted Average Number of Shares Outstanding | The following table sets forth the reconciliation between basic weighted average common shares outstanding and diluted weighted average common shares outstanding (in millions): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 | |||||||||
Convertible perpetual preferred stock | 3.2 | 10.5 | 12 | |||||||||
Convertible senior subordinated notes | 8.2 | 1 | — | |||||||||
Restricted stock awards, dilutive stock options, and restricted stock units | 2.5 | 2.5 | 1.5 | |||||||||
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 | |||||||||
Schedule of Warrants | The following table summarizes information relating to these warrants and their activity during 2013 and through their expiration date (number of warrants in millions): | |||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||||
Common stock warrants outstanding as of December 31, 2012 | 10 | $ | 32.5 | |||||||||
Cashless exercise | (4.8 | ) | 32.5 | |||||||||
Cash exercise | (2.3 | ) | 32.5 | |||||||||
Common stock warrants outstanding as of December 31, 2013 | 2.9 | 32.5 | ||||||||||
Cashless exercise | (1.8 | ) | 32.16 | |||||||||
Cash exercise | (1.0 | ) | 32.16 | |||||||||
Expired | (0.1 | ) | 32.16 | |||||||||
Common stock warrants outstanding as of January 16, 2014 | — | |||||||||||
Quarterly_Data_Unaudited_Table
Quarterly Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
Quarterly Data (Unaudited) Table | ||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | Total | First | Second | Third | Fourth | Total | |||||||||||||||||||||||||||||||||
(In Millions, Except Per Share Data) | (In Millions, Except Per Share Data) | |||||||||||||||||||||||||||||||||||||||||
Net operating revenues | $ | 591.2 | $ | 604.4 | $ | 596.9 | $ | 613.4 | $ | 2,405.90 | Net operating revenues | $ | 572.6 | $ | 564.5 | $ | 564 | $ | 572.1 | $ | 2,273.20 | |||||||||||||||||||||
Operating earnings (a) | 105.8 | 115.4 | 100.7 | 96.5 | 418.4 | Operating earnings (a) | 108.7 | 101.1 | 119 | 106.9 | 435.7 | |||||||||||||||||||||||||||||||
Provision for income tax expense | 32.8 | 36.5 | 22.1 | 19.3 | 110.7 | Provision for income tax expense (benefit) | 33.5 | (86.5 | ) | 35.2 | 30.5 | 12.7 | ||||||||||||||||||||||||||||||
Income from continuing operations | 61.6 | 94.1 | 65.7 | 54.8 | 276.2 | Income from continuing operations | 66.3 | 178.9 | 73.2 | 64.1 | 382.5 | |||||||||||||||||||||||||||||||
(Loss) income from discontinued operations, net of tax | (0.1 | ) | 3.8 | (0.9 | ) | 2.7 | 5.5 | (Loss) income from discontinued operations, net of tax | (0.4 | ) | 0.1 | (0.9 | ) | 0.1 | (1.1 | ) | ||||||||||||||||||||||||||
Net income | 61.5 | 97.9 | 64.8 | 57.5 | 281.7 | Net income | 65.9 | 179 | 72.3 | 64.2 | 381.4 | |||||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | (14.8 | ) | (14.8 | ) | (14.7 | ) | (15.4 | ) | (59.7 | ) | Less: Net income attributable to noncontrolling interests | (14.6 | ) | (13.8 | ) | (14.1 | ) | (15.3 | ) | (57.8 | ) | |||||||||||||||||||||
Net income attributable to HealthSouth | $ | 46.7 | $ | 83.1 | $ | 50.1 | $ | 42.1 | $ | 222 | Net income attributable to HealthSouth | $ | 51.3 | $ | 165.2 | $ | 58.2 | $ | 48.9 | $ | 323.6 | |||||||||||||||||||||
Earnings per common share: | Earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||||||||
Basic earnings per share attributable to HealthSouth common shareholders: (b) | Basic earnings (loss) per share attributable to HealthSouth common shareholders: (b) | |||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.51 | $ | 0.89 | $ | 0.56 | $ | 0.43 | $ | 2.4 | Continuing operations | $ | 0.48 | $ | 1.82 | $ | 0.61 | $ | (0.31 | ) | $ | 2.59 | ||||||||||||||||||||
Discontinued operations | — | 0.04 | (0.01 | ) | 0.03 | 0.06 | Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | ||||||||||||||||||||||||||||
Net income | $ | 0.51 | $ | 0.93 | $ | 0.55 | $ | 0.46 | $ | 2.46 | Net income | $ | 0.48 | $ | 1.82 | $ | 0.6 | $ | (0.31 | ) | $ | 2.58 | ||||||||||||||||||||
Diluted earnings per share attributable to HealthSouth common shareholders: (b) | Diluted earnings (loss) per share attributable to HealthSouth common shareholders: (c) | |||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 0.81 | $ | 0.53 | $ | 0.41 | $ | 2.24 | Continuing operations | $ | 0.48 | $ | 1.66 | $ | 0.59 | $ | (0.31 | ) | $ | 2.59 | ||||||||||||||||||||
Discontinued operations | — | 0.04 | (0.01 | ) | 0.03 | 0.05 | Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | ||||||||||||||||||||||||||||
Net income | $ | 0.48 | $ | 0.85 | $ | 0.52 | $ | 0.44 | $ | 2.29 | Net income | $ | 0.48 | $ | 1.66 | $ | 0.58 | $ | (0.31 | ) | $ | 2.58 | ||||||||||||||||||||
(a) | We define operating earnings as income from continuing operations attributable to HealthSouth before (1) loss on early extinguishment of debt; (2) interest expense and amortization of debt discounts and fees; (3) other income; and (4) income tax expense. | (a) | We define operating earnings as income from continuing operations attributable to HealthSouth before (1) loss on early extinguishment of debt; (2) interest expense and amortization of debt discounts and fees; (3) other income; and (4) income tax expense or benefit. | |||||||||||||||||||||||||||||||||||||||
(b) | Per share amounts may not sum due to the weighted average common shares outstanding during each quarter compared to the weighted average common shares outstanding during the entire year. | (b) | Per share amounts may not sum due to the weighted average common shares outstanding during each quarter compared to the weighted average common shares outstanding during the entire year. | |||||||||||||||||||||||||||||||||||||||
(c) | During the first quarter of 2013, adding back the dividends for the Convertible perpetual preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. For the fourth quarter of 2013, adding back amounts related to the repurchase of our preferred stock to our Income from continuing operations attributable to HealthSouth common shareholders causes a per share increase when calculating diluted earnings per common share resulting in an antidilutive per share amount. Therefore, basic and diluted earnings (loss) per common share are the same for these quarters. | |||||||||||||||||||||||||||||||||||||||||
2013 | ||||||||||||||||||||||||||||||||||||||||||
First | Second | Third | Fourth | Total | ||||||||||||||||||||||||||||||||||||||
(In Millions, Except Per Share Data) | ||||||||||||||||||||||||||||||||||||||||||
Net operating revenues | $ | 572.6 | $ | 564.5 | $ | 564 | $ | 572.1 | $ | 2,273.20 | ||||||||||||||||||||||||||||||||
Operating earnings (a) | 108.7 | 101.1 | 119 | 106.9 | 435.7 | |||||||||||||||||||||||||||||||||||||
Provision for income tax expense (benefit) | 33.5 | (86.5 | ) | 35.2 | 30.5 | 12.7 | ||||||||||||||||||||||||||||||||||||
Income from continuing operations | 66.3 | 178.9 | 73.2 | 64.1 | 382.5 | |||||||||||||||||||||||||||||||||||||
(Loss) income from discontinued operations, net of tax | (0.4 | ) | 0.1 | (0.9 | ) | 0.1 | (1.1 | ) | ||||||||||||||||||||||||||||||||||
Net income | 65.9 | 179 | 72.3 | 64.2 | 381.4 | |||||||||||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | (14.6 | ) | (13.8 | ) | (14.1 | ) | (15.3 | ) | (57.8 | ) | ||||||||||||||||||||||||||||||||
Net income attributable to HealthSouth | $ | 51.3 | $ | 165.2 | $ | 58.2 | $ | 48.9 | $ | 323.6 | ||||||||||||||||||||||||||||||||
Earnings (loss) per common share: | ||||||||||||||||||||||||||||||||||||||||||
Basic earnings (loss) per share attributable to HealthSouth common shareholders: (b) | ||||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 1.82 | $ | 0.61 | $ | (0.31 | ) | $ | 2.59 | |||||||||||||||||||||||||||||||
Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | |||||||||||||||||||||||||||||||||||
Net income | $ | 0.48 | $ | 1.82 | $ | 0.6 | $ | (0.31 | ) | $ | 2.58 | |||||||||||||||||||||||||||||||
Diluted earnings (loss) per share attributable to HealthSouth common shareholders: (c) | ||||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.48 | $ | 1.66 | $ | 0.59 | $ | (0.31 | ) | $ | 2.59 | |||||||||||||||||||||||||||||||
Discontinued operations | — | — | (0.01 | ) | — | (0.01 | ) | |||||||||||||||||||||||||||||||||||
Net income | $ | 0.48 | $ | 1.66 | $ | 0.58 | $ | (0.31 | ) | $ | 2.58 | |||||||||||||||||||||||||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Condensed Consolidating Financial Information [Abstract] | ||||||||||||||||||||
Condensed Consolidating Statement of Operations | ||||||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 16.1 | $ | 1,719.10 | $ | 761.1 | $ | (90.4 | ) | $ | 2,405.90 | |||||||||
Less: Provision for doubtful accounts | — | (22.3 | ) | (9.3 | ) | — | (31.6 | ) | ||||||||||||
Net operating revenues less provision for doubtful accounts | 16.1 | 1,696.80 | 751.8 | (90.4 | ) | 2,374.30 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 22.3 | 795.7 | 358.8 | (15.1 | ) | 1,161.70 | ||||||||||||||
Other operating expenses | 21.6 | 246.7 | 120.1 | (36.8 | ) | 351.6 | ||||||||||||||
Occupancy costs | 4.2 | 58.2 | 17.7 | (38.5 | ) | 41.6 | ||||||||||||||
Supplies | — | 78.6 | 33.3 | — | 111.9 | |||||||||||||||
General and administrative expenses | 124.8 | — | — | — | 124.8 | |||||||||||||||
Depreciation and amortization | 9.7 | 71.9 | 26.1 | — | 107.7 | |||||||||||||||
Government, class action, and related settlements | (1.7 | ) | — | — | — | (1.7 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 9.3 | — | — | — | 9.3 | |||||||||||||||
Total operating expenses | 190.2 | 1,251.10 | 556 | (90.4 | ) | 1,906.90 | ||||||||||||||
Loss on early extinguishment of debt | 13.2 | — | — | — | 13.2 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 99.8 | 7.8 | 2.8 | (1.2 | ) | 109.2 | ||||||||||||||
Other income | (0.7 | ) | (28.5 | ) | (3.2 | ) | 1.2 | (31.2 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | — | (10.7 | ) | — | — | (10.7 | ) | |||||||||||||
Equity in net income of consolidated affiliates | (314.0 | ) | (30.6 | ) | — | 344.6 | — | |||||||||||||
Management fees | (107.9 | ) | 82.2 | 25.7 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 135.5 | 425.5 | 170.5 | (344.6 | ) | 386.9 | ||||||||||||||
Provision for income tax (benefit) expense | (80.8 | ) | 148 | 43.5 | — | 110.7 | ||||||||||||||
Income from continuing operations | 216.3 | 277.5 | 127 | (344.6 | ) | 276.2 | ||||||||||||||
Income (loss) from discontinued operations, net of tax | 5.7 | — | (0.2 | ) | — | 5.5 | ||||||||||||||
Net income | 222 | 277.5 | 126.8 | (344.6 | ) | 281.7 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (59.7 | ) | — | (59.7 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 222 | $ | 277.5 | $ | 67.1 | $ | (344.6 | ) | $ | 222 | |||||||||
Comprehensive income | $ | 221.6 | $ | 277.5 | $ | 126.8 | $ | (344.6 | ) | $ | 281.3 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 221.6 | $ | 277.5 | $ | 67.1 | $ | (344.6 | ) | $ | 221.6 | |||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 12.2 | $ | 1,622.40 | $ | 709.8 | $ | (71.2 | ) | $ | 2,273.20 | |||||||||
Less: Provision for doubtful accounts | — | (18.3 | ) | (7.7 | ) | — | (26.0 | ) | ||||||||||||
Net operating revenues less provision for doubtful accounts | 12.2 | 1,604.10 | 702.1 | (71.2 | ) | 2,247.20 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 12.1 | 757.7 | 334.4 | (14.5 | ) | 1,089.70 | ||||||||||||||
Other operating expenses | 10.8 | 238.5 | 107.5 | (33.8 | ) | 323 | ||||||||||||||
Occupancy costs | 4.1 | 48.3 | 17.5 | (22.9 | ) | 47 | ||||||||||||||
Supplies | — | 73.8 | 31.6 | — | 105.4 | |||||||||||||||
General and administrative expenses | 119.1 | — | — | — | 119.1 | |||||||||||||||
Depreciation and amortization | 8.8 | 65.1 | 20.8 | — | 94.7 | |||||||||||||||
Government, class action, and related settlements | (23.5 | ) | — | — | — | (23.5 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 9.5 | — | — | — | 9.5 | |||||||||||||||
Total operating expenses | 140.9 | 1,183.40 | 511.8 | (71.2 | ) | 1,764.90 | ||||||||||||||
Loss on early extinguishment of debt | 2.4 | — | — | — | 2.4 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 90.4 | 8.1 | 3.1 | (1.2 | ) | 100.4 | ||||||||||||||
Other income | (1.0 | ) | (1.2 | ) | (3.5 | ) | 1.2 | (4.5 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | (3.6 | ) | (7.5 | ) | (0.1 | ) | — | (11.2 | ) | |||||||||||
Equity in net income of consolidated affiliates | (268.0 | ) | (20.6 | ) | — | 288.6 | — | |||||||||||||
Management fees | (102.3 | ) | 78.6 | 23.7 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 153.4 | 363.3 | 167.1 | (288.6 | ) | 395.2 | ||||||||||||||
Provision for income tax (benefit) expense | (169.0 | ) | 134.4 | 47.3 | — | 12.7 | ||||||||||||||
Income from continuing operations | 322.4 | 228.9 | 119.8 | (288.6 | ) | 382.5 | ||||||||||||||
Income (loss) from discontinued operations, net of tax | 1.2 | (0.8 | ) | (1.5 | ) | — | (1.1 | ) | ||||||||||||
Net income | 323.6 | 228.1 | 118.3 | (288.6 | ) | 381.4 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (57.8 | ) | — | (57.8 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 323.6 | $ | 228.1 | $ | 60.5 | $ | (288.6 | ) | $ | 323.6 | |||||||||
Comprehensive income | $ | 322.1 | $ | 228.1 | $ | 118.3 | $ | (288.6 | ) | $ | 379.9 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 322.1 | $ | 228.1 | $ | 60.5 | $ | (288.6 | ) | $ | 322.1 | |||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net operating revenues | $ | 9 | $ | 1,562.80 | $ | 649.3 | $ | (59.2 | ) | $ | 2,161.90 | |||||||||
Less: Provision for doubtful accounts | (0.3 | ) | (18.0 | ) | (8.7 | ) | — | (27.0 | ) | |||||||||||
Net operating revenues less provision for doubtful accounts | 8.7 | 1,544.80 | 640.6 | (59.2 | ) | 2,134.90 | ||||||||||||||
Operating expenses: | ||||||||||||||||||||
Salaries and benefits | 19.8 | 735.4 | 308.6 | (13.6 | ) | 1,050.20 | ||||||||||||||
Other operating expenses | 10.6 | 224.8 | 97.4 | (29.0 | ) | 303.8 | ||||||||||||||
Occupancy costs | 4.1 | 44.5 | 16.6 | (16.6 | ) | 48.6 | ||||||||||||||
Supplies | 0.1 | 73.3 | 29 | — | 102.4 | |||||||||||||||
General and administrative expenses | 117.9 | — | — | — | 117.9 | |||||||||||||||
Depreciation and amortization | 8.6 | 57.1 | 16.8 | — | 82.5 | |||||||||||||||
Government, class action, and related settlements | (3.5 | ) | — | — | — | (3.5 | ) | |||||||||||||
Professional fees—accounting, tax, and legal | 16.1 | — | — | — | 16.1 | |||||||||||||||
Total operating expenses | 173.7 | 1,135.10 | 468.4 | (59.2 | ) | 1,718.00 | ||||||||||||||
Loss on early extinguishment of debt | 4 | — | — | — | 4 | |||||||||||||||
Interest expense and amortization of debt discounts and fees | 85.1 | 7.5 | 2.6 | (1.1 | ) | 94.1 | ||||||||||||||
Other income | (1.2 | ) | (5.0 | ) | (3.4 | ) | 1.1 | (8.5 | ) | |||||||||||
Equity in net income of nonconsolidated affiliates | (4.3 | ) | (8.4 | ) | — | — | (12.7 | ) | ||||||||||||
Equity in net income of consolidated affiliates | (258.6 | ) | (21.5 | ) | — | 280.1 | — | |||||||||||||
Management fees | (97.8 | ) | 75.8 | 22 | — | — | ||||||||||||||
Income from continuing operations before income tax (benefit) expense | 107.8 | 361.3 | 151 | (280.1 | ) | 340 | ||||||||||||||
Provision for income tax (benefit) expense | (75.9 | ) | 146.2 | 38.3 | — | 108.6 | ||||||||||||||
Income from continuing operations | 183.7 | 215.1 | 112.7 | (280.1 | ) | 231.4 | ||||||||||||||
Income from discontinued operations, net of tax | 1.3 | 1.3 | 1.9 | — | 4.5 | |||||||||||||||
Net income | 185 | 216.4 | 114.6 | (280.1 | ) | 235.9 | ||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | (50.9 | ) | — | (50.9 | ) | |||||||||||||
Net income attributable to HealthSouth | $ | 185 | $ | 216.4 | $ | 63.7 | $ | (280.1 | ) | $ | 185 | |||||||||
Comprehensive income | $ | 186.6 | $ | 216.4 | $ | 114.6 | $ | (280.1 | ) | $ | 237.5 | |||||||||
Comprehensive income attributable to HealthSouth | $ | 186.6 | $ | 216.4 | $ | 63.7 | $ | (280.1 | ) | $ | 186.6 | |||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 41.9 | $ | 1.5 | $ | 23.3 | $ | — | $ | 66.7 | ||||||||||
Restricted cash | — | — | 45.6 | — | 45.6 | |||||||||||||||
Accounts receivable, net | — | 202.6 | 120.6 | — | 323.2 | |||||||||||||||
Deferred income tax assets | 125 | 39.8 | 23.6 | — | 188.4 | |||||||||||||||
Prepaid expenses and other current assets | 30.9 | 15.1 | 35.5 | (18.8 | ) | 62.7 | ||||||||||||||
Total current assets | 197.8 | 259 | 248.6 | (18.8 | ) | 686.6 | ||||||||||||||
Property and equipment, net | 16.1 | 752 | 251.6 | — | 1,019.70 | |||||||||||||||
Goodwill | — | 279.6 | 804.4 | — | 1,084.00 | |||||||||||||||
Intangible assets, net | 11.3 | 50.6 | 244.2 | — | 306.1 | |||||||||||||||
Deferred income tax assets | 163.3 | 17.5 | (51.4 | ) | — | 129.4 | ||||||||||||||
Other long-term assets | 461.3 | 42.5 | 64.3 | (385.1 | ) | 183 | ||||||||||||||
Intercompany receivable and investments in consolidated affiliates | 1,898.70 | — | — | (1,898.7 | ) | — | ||||||||||||||
Total assets | $ | 2,748.50 | $ | 1,401.20 | $ | 1,561.70 | $ | (2,302.6 | ) | $ | 3,408.80 | |||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 27.9 | $ | 4.2 | $ | 6.2 | $ | (17.5 | ) | $ | 20.8 | |||||||||
Accounts payable | 9.3 | 29.5 | 14.6 | — | 53.4 | |||||||||||||||
Accrued payroll | 17.5 | 55.6 | 50.2 | — | 123.3 | |||||||||||||||
Accrued interest payable | 19.2 | 1.8 | 0.2 | — | 21.2 | |||||||||||||||
Other current liabilities | 70.4 | 15.2 | 61.3 | (1.3 | ) | 145.6 | ||||||||||||||
Total current liabilities | 144.3 | 106.3 | 132.5 | (18.8 | ) | 364.3 | ||||||||||||||
Long-term debt, net of current portion | 1,993.70 | 83.9 | 418.3 | (385.1 | ) | 2,110.80 | ||||||||||||||
Self-insured risks | 22.9 | — | 75.8 | — | 98.7 | |||||||||||||||
Other long-term liabilities | 21.2 | 12.7 | 3.7 | — | 37.6 | |||||||||||||||
Intercompany payable | — | 368.7 | 195.5 | (564.2 | ) | — | ||||||||||||||
2,182.10 | 571.6 | 825.8 | (968.1 | ) | 2,611.40 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Convertible perpetual preferred stock | 93.2 | — | — | — | 93.2 | |||||||||||||||
Redeemable noncontrolling interests | — | — | 84.7 | — | 84.7 | |||||||||||||||
Shareholders’ equity: | ||||||||||||||||||||
HealthSouth shareholders’ equity | 473.2 | 829.6 | 504.9 | (1,334.5 | ) | 473.2 | ||||||||||||||
Noncontrolling interests | — | — | 146.3 | — | 146.3 | |||||||||||||||
Total shareholders’ equity | 473.2 | 829.6 | 651.2 | (1,334.5 | ) | 619.5 | ||||||||||||||
Total liabilities and shareholders’ equity | $ | 2,748.50 | $ | 1,401.20 | $ | 1,561.70 | $ | (2,302.6 | ) | $ | 3,408.80 | |||||||||
As of December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 60.5 | $ | 2.3 | $ | 1.7 | $ | — | $ | 64.5 | ||||||||||
Restricted cash | 1 | — | 51.4 | — | 52.4 | |||||||||||||||
Accounts receivable, net | — | 184.7 | 77.1 | — | 261.8 | |||||||||||||||
Deferred income tax assets | 85.5 | 34.5 | 19 | — | 139 | |||||||||||||||
Prepaid expenses and other current assets | 36 | 15.8 | 29.4 | (18.5 | ) | 62.7 | ||||||||||||||
Total current assets | 183 | 237.3 | 178.6 | (18.5 | ) | 580.4 | ||||||||||||||
Property and equipment, net | 16.3 | 698.5 | 195.7 | — | 910.5 | |||||||||||||||
Goodwill | — | 279.6 | 177.3 | — | 456.9 | |||||||||||||||
Intangible assets, net | 18.1 | 49.6 | 20.5 | — | 88.2 | |||||||||||||||
Deferred income tax assets | 288.8 | 24.5 | 41 | — | 354.3 | |||||||||||||||
Other long-term assets | 64.6 | 27.1 | 52.4 | — | 144.1 | |||||||||||||||
Intercompany receivable and investments in consolidated affiliates | 1,438.80 | — | — | (1,438.8 | ) | — | ||||||||||||||
Total assets | $ | 2,009.60 | $ | 1,316.60 | $ | 665.5 | $ | (1,457.3 | ) | $ | 2,534.40 | |||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 19.4 | $ | 3.8 | $ | 6.6 | $ | (17.5 | ) | $ | 12.3 | |||||||||
Accounts payable | 15.1 | 32.6 | 14.2 | — | 61.9 | |||||||||||||||
Accrued payroll | 23.1 | 47.8 | 19.9 | — | 90.8 | |||||||||||||||
Accrued interest payable | 22.9 | 0.8 | 0.1 | — | 23.8 | |||||||||||||||
Other current liabilities | 65.1 | 18.6 | 40.1 | (1.0 | ) | 122.8 | ||||||||||||||
Total current liabilities | 145.6 | 103.6 | 80.9 | (18.5 | ) | 311.6 | ||||||||||||||
Long-term debt, net of current portion | 1,381.70 | 88.1 | 35.4 | — | 1,505.20 | |||||||||||||||
Self-insured risks | 23.2 | — | 75 | — | 98.2 | |||||||||||||||
Other long-term liabilities | 21.3 | 17.4 | 5.3 | — | 44 | |||||||||||||||
Intercompany payable | — | 299.2 | 228.9 | (528.1 | ) | — | ||||||||||||||
1,571.80 | 508.3 | 425.5 | (546.6 | ) | 1,959.00 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Convertible perpetual preferred stock | 93.2 | — | — | — | 93.2 | |||||||||||||||
Redeemable noncontrolling interests | — | — | 13.5 | — | 13.5 | |||||||||||||||
Shareholders’ equity: | ||||||||||||||||||||
HealthSouth shareholders’ equity | 344.6 | 808.3 | 102.4 | (910.7 | ) | 344.6 | ||||||||||||||
Noncontrolling interests | — | — | 124.1 | — | 124.1 | |||||||||||||||
Total shareholders’ equity | 344.6 | 808.3 | 226.5 | (910.7 | ) | 468.7 | ||||||||||||||
Total liabilities and shareholders’ equity | $ | 2,009.60 | $ | 1,316.60 | $ | 665.5 | $ | (1,457.3 | ) | $ | 2,534.40 | |||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 21.9 | $ | 260.1 | $ | 162.9 | $ | — | $ | 444.9 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | (674.6 | ) | — | (20.2 | ) | — | (694.8 | ) | ||||||||||||
Purchases of property and equipment | (15.6 | ) | (124.0 | ) | (31.3 | ) | — | (170.9 | ) | |||||||||||
Capitalized software costs | (8.6 | ) | (1.4 | ) | (7.0 | ) | — | (17.0 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 0.3 | — | 0.3 | |||||||||||||||
Purchases of restricted investments | — | — | (3.5 | ) | — | (3.5 | ) | |||||||||||||
Net change in restricted cash | 1 | — | 5.8 | — | 6.8 | |||||||||||||||
Other | — | (0.7 | ) | 2.9 | — | 2.2 | ||||||||||||||
Net cash used in investing activities | (697.8 | ) | (126.1 | ) | (53.0 | ) | — | (876.9 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Principal borrowings on term loan facilities | 450 | — | — | — | 450 | |||||||||||||||
Proceeds from bond issuance | 175 | — | — | — | 175 | |||||||||||||||
Principal payments on debt, including pre-payments | (298.0 | ) | (1.5 | ) | (3.1 | ) | — | (302.6 | ) | |||||||||||
Borrowings on revolving credit facility | 440 | — | — | — | 440 | |||||||||||||||
Payments on revolving credit facility | (160.0 | ) | — | — | — | (160.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (2.5 | ) | (3.3 | ) | — | (6.1 | ) | |||||||||||
Repurchases of common stock, including fees and expenses | (43.1 | ) | — | — | — | (43.1 | ) | |||||||||||||
Dividends paid on common stock | (65.8 | ) | — | — | — | (65.8 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (6.3 | ) | — | — | — | (6.3 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (54.1 | ) | — | (54.1 | ) | |||||||||||||
Proceeds from exercising stock warrants | 6.3 | — | — | — | 6.3 | |||||||||||||||
Other | 0.9 | — | — | — | 0.9 | |||||||||||||||
Change in intercompany advances | 158.6 | (130.8 | ) | (27.8 | ) | — | — | |||||||||||||
Net cash provided by (used in) financing activities | 657.3 | (134.8 | ) | (88.3 | ) | — | 434.2 | |||||||||||||
(Decrease) increase in cash and cash equivalents | (18.6 | ) | (0.8 | ) | 21.6 | — | 2.2 | |||||||||||||
Cash and cash equivalents at beginning of year | 60.5 | 2.3 | 1.7 | — | 64.5 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 41.9 | $ | 1.5 | $ | 23.3 | $ | — | $ | 66.7 | ||||||||||
Supplemental schedule of noncash investing activity: | ||||||||||||||||||||
Equity rollover from Encompass management | $ | — | $ | — | $ | 64.5 | $ | — | $ | 64.5 | ||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 113.2 | $ | 235.7 | $ | 121.4 | $ | — | $ | 470.3 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | — | (28.9 | ) | — | — | (28.9 | ) | |||||||||||||
Purchases of property and equipment | (2.8 | ) | (167.9 | ) | (24.5 | ) | — | (195.2 | ) | |||||||||||
Capitalized software costs | (6.0 | ) | (11.1 | ) | (4.2 | ) | — | (21.3 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 16.9 | — | 16.9 | |||||||||||||||
Proceeds from sale of Digital Hospital | 10.8 | — | — | — | 10.8 | |||||||||||||||
Purchases of restricted investments | — | — | (9.2 | ) | — | (9.2 | ) | |||||||||||||
Net change in restricted cash | (0.2 | ) | — | (2.9 | ) | — | (3.1 | ) | ||||||||||||
Other | — | 0.9 | (0.4 | ) | — | 0.5 | ||||||||||||||
Net cash provided by investing activities of discontinued operations | — | 3.1 | 0.2 | — | 3.3 | |||||||||||||||
Net cash provided by (used in) investing activities | 1.8 | (203.9 | ) | (24.1 | ) | — | (226.2 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Principal payments on debt, including pre-payments | (59.5 | ) | (1.3 | ) | (1.7 | ) | — | (62.5 | ) | |||||||||||
Principal borrowings on notes | — | — | 15.2 | — | 15.2 | |||||||||||||||
Borrowings on revolving credit facility | 197 | — | — | — | 197 | |||||||||||||||
Payments on revolving credit facility | (152.0 | ) | — | — | — | (152.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (6.3 | ) | (3.5 | ) | — | (10.1 | ) | |||||||||||
Repurchases of common stock, including fees and expenses | (234.1 | ) | — | — | — | (234.1 | ) | |||||||||||||
Repurchases of convertible perpetual preferred stock, including fees | (2.8 | ) | — | — | — | (2.8 | ) | |||||||||||||
Dividends paid on common stock | (15.7 | ) | — | — | — | (15.7 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (23.0 | ) | — | — | — | (23.0 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (46.3 | ) | — | (46.3 | ) | |||||||||||||
Contributions from consolidated affiliates | — | — | 1.6 | — | 1.6 | |||||||||||||||
Proceeds from exercising stock warrants | 15.3 | — | — | — | 15.3 | |||||||||||||||
Other | 5 | — | — | — | 5 | |||||||||||||||
Change in intercompany advances | 84.3 | (22.2 | ) | (62.1 | ) | — | — | |||||||||||||
Net cash used in financing activities | (185.8 | ) | (29.8 | ) | (96.8 | ) | — | (312.4 | ) | |||||||||||
(Decrease) increase in cash and cash equivalents | (70.8 | ) | 2 | 0.5 | — | (68.3 | ) | |||||||||||||
Cash and cash equivalents at beginning of year | 131.3 | 0.3 | 1.2 | — | 132.8 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 60.5 | $ | 2.3 | $ | 1.7 | $ | — | $ | 64.5 | ||||||||||
Supplemental schedule of noncash financing activities: | ||||||||||||||||||||
Convertible debt issued | $ | 320 | $ | — | $ | — | $ | — | $ | 320 | ||||||||||
Repurchase of preferred stock | (320.0 | ) | — | — | — | (320.0 | ) | |||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||
HealthSouth Corporation | Guarantor Subsidiaries | Nonguarantor Subsidiaries | Eliminating Entries | HealthSouth Consolidated | ||||||||||||||||
(In Millions) | ||||||||||||||||||||
Net cash provided by operating activities | $ | 31.3 | $ | 252.4 | $ | 127.8 | $ | — | $ | 411.5 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of businesses, net of cash acquired | — | (3.1 | ) | — | — | (3.1 | ) | |||||||||||||
Purchases of property and equipment | (4.8 | ) | (98.4 | ) | (37.6 | ) | — | (140.8 | ) | |||||||||||
Capitalized software costs | (8.5 | ) | (7.2 | ) | (3.2 | ) | — | (18.9 | ) | |||||||||||
Proceeds from sale of restricted investments | — | — | 0.3 | — | 0.3 | |||||||||||||||
Purchases of restricted investments | — | — | (9.1 | ) | — | (9.1 | ) | |||||||||||||
Net change in restricted cash | (0.1 | ) | — | (13.9 | ) | — | (14.0 | ) | ||||||||||||
Other | (0.3 | ) | (0.8 | ) | 0.2 | — | (0.9 | ) | ||||||||||||
Net cash provided by investing activities of | 4.4 | 3.3 | — | — | 7.7 | |||||||||||||||
discontinued operations | ||||||||||||||||||||
Net cash used in investing activities | (9.3 | ) | (106.2 | ) | (63.3 | ) | — | (178.8 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from bond issuance | 275 | — | — | — | 275 | |||||||||||||||
Principal payments on debt, including pre-payments | (164.9 | ) | (1.3 | ) | — | — | (166.2 | ) | ||||||||||||
Borrowings on revolving credit facility | 135 | — | — | — | 135 | |||||||||||||||
Payments on revolving credit facility | (245.0 | ) | — | — | — | (245.0 | ) | |||||||||||||
Principal payments under capital lease obligations | (0.3 | ) | (8.9 | ) | (2.9 | ) | — | (12.1 | ) | |||||||||||
Repurchases of convertible perpetual preferred stock, including fees | (46.0 | ) | — | — | — | (46.0 | ) | |||||||||||||
Dividends paid on convertible perpetual preferred stock | (24.6 | ) | — | — | — | (24.6 | ) | |||||||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | — | — | (49.3 | ) | — | (49.3 | ) | |||||||||||||
Contributions from consolidated affiliates | — | — | 10.5 | — | 10.5 | |||||||||||||||
Other | 0.2 | — | (7.5 | ) | — | (7.3 | ) | |||||||||||||
Change in intercompany advances | 153.9 | (137.0 | ) | (16.9 | ) | — | — | |||||||||||||
Net cash provided by (used in) financing activities | 83.3 | (147.2 | ) | (66.1 | ) | — | (130.0 | ) | ||||||||||||
Increase (decrease) in cash and cash equivalents | 105.3 | (1.0 | ) | (1.6 | ) | — | 102.7 | |||||||||||||
Cash and cash equivalents at beginning of year | 26 | 1.3 | 2.8 | — | 30.1 | |||||||||||||||
Cash and cash equivalents at end of year | $ | 131.3 | $ | 0.3 | $ | 1.2 | $ | — | $ | 132.8 | ||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Table 1 (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration of Net Operating Revenues by Payor [Abstract] | |||
Medicare | 74.10% | 74.50% | 73.40% |
Medicaid | 1.80% | 1.20% | 1.20% |
Workers' compensation | 1.20% | 1.20% | 1.50% |
Managed care and other discount plans, including Medicare Advantage | 18.60% | 18.50% | 19.30% |
Other third-party payors | 1.80% | 1.80% | 1.80% |
Patients | 1.00% | 1.10% | 1.30% |
Other income | 1.50% | 1.70% | 1.50% |
Total | 100.00% | 100.00% | 100.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Table 2 (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration Of Net Patient Service Accounts Receivable By Payor Class [Abstract] | ||
Medicare | 72.20% | 67.40% |
Medicaid | 1.80% | 2.00% |
Workers' compensation | 1.90% | 2.60% |
Managed care and other discount plans, including Medicare Advantage | 18.50% | 22.40% |
Other third-party payors | 3.80% | 4.00% |
Patients | 1.80% | 1.60% |
Total | 100.00% | 100.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Table 3 (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Useful lives of assets | |
Number of states, inpatient rehabilitation hospitals, home health, and hospice | 29 |
Buildings [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 30 years |
Buildings [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 10 years |
Leasehold improvements [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 15 years |
Leasehold improvements [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 2 years |
Vehicles [Member] | |
Useful lives of assets | |
Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 3 years |
Real Estate, Asset under capital lease obligation [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 20 years |
Real Estate, Asset under capital lease obligation [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 15 years |
Vehicles, Asset under capital lease obligation [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 4 years |
Vehicles, Asset under capital lease obligation [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 3 years |
Equipment, Asset under capital lease obligation [Member] | Maximum [Member] | |
Useful lives of assets | |
Useful Life | 5 years |
Equipment, Asset under capital lease obligation [Member] | Minimum [Member] | |
Useful lives of assets | |
Useful Life | 3 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Table 4 (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Certificates of need [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | straight-line |
Certificates of need [Member] | Maximum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 30 years |
Certificates of need [Member] | Minimum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 10 years |
Licenses [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | straight-line |
Licenses [Member] | Maximum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 20 years |
Licenses [Member] | Minimum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 10 years |
Noncompete Agreements [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | straight-line |
Noncompete Agreements [Member] | Maximum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 18 years |
Noncompete Agreements [Member] | Minimum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 2 years |
Trade Names - All other [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | straight-line |
Trade Names - All other [Member] | Maximum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 20 years |
Trade Names - All other [Member] | Minimum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 10 years |
Internal Use Software [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | straight-line |
Internal Use Software [Member] | Maximum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 7 years |
Internal Use Software [Member] | Minimum [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Useful Life | 3 years |
Market access assets [Member] | |
Estimated Useful Lives and Amortization Basis of Other Intangible Assets | |
Finite-Lived Intangible Assets, Amortization Method | accelerated |
Finite-Lived Intangible Assets, Useful Life | 20 years |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
D | |||
facilities | |||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||
Number of states, inpatient rehabilitation hospitals | 29 | ||
Number of states, inpatient rehabilitation hospitals, home health, and hospice | 33 | ||
Number of inpatient rehabilitation hospitals | 107 | ||
Number of Joint Venture Hospitals Accounted for Using the Equity Method | 1 | ||
Number of hospitals, sole ownership | 75 | ||
Percentage of ownership in jointly owned hospitals, minimum | 50.00% | ||
Percentage of ownership in jointly owned hospitals, maximum | 97.50% | ||
Number of hospitals, jointly owned | 32 | ||
Number of inpatient rehabilitation units under management contracts | 3 | ||
Compliance Threshold Percentage Under The Medicare, Medicaid, and SCHIP Extension Act of 2007 | 60.00% | ||
Initial Suspension Period Medicare Payments | 180 | ||
Reduction in Net Operating Revenue, Post-Payment Claims | $0.40 | $8 | |
Medicare Denials, Percentage Collected After Appeal | 63.00% | ||
Medicare Denials, Percentage Collected After Appeal, Including Administrative Law Judge Hearings | 72.00% | ||
Minimum amount of loss contingency accrual to consider the associated estimated legal fees as accrued | 5 | ||
Advertising expenses, included in Other operating expenses | $5.30 | $5.20 | $5 |
Market access assets [Member] | |||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||
Market Access Assets, Useful Life | 20 years | ||
RAC Audits [Member] | |||
Summary of Significant Accounting Policies (Textual) [Abstract] | |||
Percentage of average annual patient discharges requested for review, less than | 1.00% |
Business_Combinations_Business
Business Combinations Business Combinations - Table 1 (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | |||||
Property and equipment, net | $36.90 | ||||
Goodwill | 1,084 | 34.6 | 456.9 | 437.3 | 421.7 |
Total assets acquired | 99.8 | ||||
Long-term debt | 2.9 | 4.3 | |||
Redeemable noncontrolling interests | 84.7 | 13.5 | |||
Net assets acquired | 78.6 | ||||
Noncompete Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, Finite life | 5.6 | 0.4 | |||
Noncompete Agreements [Member] | Minimum [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 2 years | ||||
Noncompete Agreements [Member] | Maximum [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 3 years | ||||
License [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, Finite life | 58.2 | 2.1 | |||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 20 years | ||||
Software Development [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, Finite life | 3.2 | ||||
Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Indentifiable intangible assets, Indefinite life | 135.2 | ||||
Encompass [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 20.9 | ||||
Accounts receivable, net | 37.6 | ||||
Prepaid expenses and other current assets | 8.6 | ||||
Property and equipment, net | 9.6 | ||||
Goodwill | 592.5 | ||||
Other long-term assets | 2.1 | ||||
Total assets acquired | 873.5 | ||||
Current portion of long-term debt | 2 | ||||
Accounts payable | 0.9 | ||||
Accrued payroll | 25.8 | ||||
Other current liabilities | 18.5 | ||||
Long-term debt | 2 | ||||
Deferred tax liabilities | 64.3 | ||||
Total liabilities assumed | 113.5 | ||||
Redeemable noncontrolling interests | 64.5 | ||||
Net assets acquired | 695.5 | ||||
Encompass [Member] | Noncompete Agreements [Member] | Minimum [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 2 years | ||||
Encompass [Member] | Noncompete Agreements [Member] | Maximum [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 5 years | ||||
Encompass [Member] | License [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 10 years | ||||
Encompass [Member] | Software Development [Member] | |||||
Useful Lives Of Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 3 years |
Business_Combinations_Business1
Business Combinations Business Combinations - Table 2 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net Cash Paid For All Acquisitions During Each Period Presented | |||
Goodwill | $593.10 | $13.70 | |
Net cash paid for acquisitions | 694.8 | 28.9 | 3.1 |
Encompass [Member] | |||
Business Acquisition [Line Items] | |||
Cash Acquired from Acquisition | 20.9 | ||
Net Cash Paid For All Acquisitions During Each Period Presented | |||
Fair value of assets acquired, net of $20.9 million of cash acquired | 260.1 | ||
Goodwill | 592.5 | ||
Fair value of liabilities assumed | -113.5 | ||
Redeemable noncontrolling interests | -64.5 | ||
Net cash paid for acquisitions | $674.60 |
Business_Combinations_Table_3_
Business Combinations - Table 3 (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | |||||
Total current assets | $12.10 | ||||
Property and equipment, net | 36.9 | ||||
Goodwill | 1,084 | 34.6 | 456.9 | 437.3 | 421.7 |
Total assets acquired | 99.8 | ||||
Total current liabilities assumed | -7.8 | ||||
Total long-term liabilities | -13.4 | ||||
Net assets acquired | 78.6 | ||||
Noncompete Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 5.6 | 0.4 | |||
Noncompete Agreements [Member] | Minimum [Member] | |||||
Useful Lives of Acquired Finite-Lived Intangible Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 2 years | ||||
Noncompete Agreements [Member] | Maximum [Member] | |||||
Useful Lives of Acquired Finite-Lived Intangible Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 3 years | ||||
Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 2.9 | ||||
Useful Lives of Acquired Finite-Lived Intangible Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 20 years | ||||
Certificates of need [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 10.8 | ||||
Useful Lives of Acquired Finite-Lived Intangible Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 20 years | ||||
License [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 58.2 | $2.10 | |||
Useful Lives of Acquired Finite-Lived Intangible Assets [Abstract] | |||||
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life | 20 years |
Business_Combinations_Table_4_
Business Combinations - Table 4 (Details) (USD $) | 7 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of Actual and Pro Forma Results of Operations for Acquisitions | |||
Acquired entity only: Actual from acquisition date to December 31, 2014, Net Operating Revenues | $27.20 | ||
Acquired entity only: Actual from acquisition date to December 31, 2014, Net Income Attributable to HealthSouth | 4 | ||
Combined entity: Supplemental pro forma (unaudited), Net Operating Revenues | 2,799.80 | 2,627.60 | |
Combined entity: Supplemental pro forma (unaudited), Net Income Attributable to HealthSouth | $237.50 | $311.30 |
Business_Combinations_Table_5_
Business Combinations - Table 5 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net Cash Paid For All Acquisitions During Each Period Presented | |||
Goodwill | $593.10 | $13.70 | |
Net cash paid for acquisitions | 694.8 | 28.9 | 3.1 |
Series of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Cash Acquired from Acquisition | 5.1 | ||
Net Cash Paid For All Acquisitions During Each Period Presented | |||
Fair value of assets acquired, net of $5.1 million of cash acquired | 60.1 | 15.6 | 3.1 |
Goodwill | 34.6 | 13.7 | 0 |
Fair value of liabilities assumed | -21.2 | -0.4 | 0 |
Fair value of noncontrolling interest owned by joint venture partner | -18.3 | 0 | 0 |
Fair value of equity interest prior to acquisition | -35 | 0 | 0 |
Net cash paid for acquisitions | $20.20 | $28.90 | $3.10 |
Business_Combinations_Textual_
Business Combinations - Textual (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Nov. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Jun. 29, 2014 | Mar. 31, 2014 | Apr. 30, 2013 | Apr. 30, 2012 | Jul. 31, 2012 |
Business Acquisition [Line Items] | ||||||||||||
Stock Appreciation Rights, Granted, Vest with employment | 136,000 | |||||||||||
Number of States in which Entity Operates | 29 | 29 | ||||||||||
Redeemable noncontrolling interests | $84.70 | $13.50 | $84.70 | |||||||||
Goodwill, Acquisitions | 593.1 | 13.7 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 27.2 | 0 | 0 | |||||||||
Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |||||||||
Fairlawn Rehabilitation Hospital [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Affiliates Ownership Percentage, Percentage Increase | 30.00% | 30.00% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% | 50.00% | ||||||||||
Goodwill, Acquisitions | 34 | |||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 27.2 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||||||||||
Quillen Rehabilitation Hospital [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% | |||||||||||
Number of Hospital Beds Acquired | 26 | |||||||||||
Goodwill, Acquisitions | 0.6 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||||||||||
Walton Rehabilitation Hospital [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Hospital Beds Acquired | 58 | |||||||||||
Goodwill, Acquisitions | 13.7 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 13.7 | |||||||||||
Andalusia [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Hospital Beds Acquired | 12 | |||||||||||
CHRISTUS Santa Rosa [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Hospital Beds Acquired | 34 | |||||||||||
Encompass [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Appreciation Rights, Granted, Vest with employment | 122,976 | |||||||||||
Stock Appreciation Rights, Granted, Vest with employment and attainment of perfomance measure | 129,124 | |||||||||||
Number of Locations of an Entity | 135 | 135 | ||||||||||
Number of States in which Entity Operates | 12 | 12 | ||||||||||
Redeemable noncontrolling interests | 64.5 | 64.5 | ||||||||||
Subsidiary's common stock held by subsidiary 's management, Percent | 16.70% | 16.70% | ||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount, Percent | 23.00% | 23.00% | ||||||||||
Goodwill, Acquisitions | $592.50 | |||||||||||
Income Tax Rate, Percent | 40.00% |
Cash_and_Marketable_Securities2
Cash and Marketable Securities - Tables 1 & 2 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | ||||
Components of Investments | ||||
Cash and cash equivalents | $66.70 | $64.50 | $132.80 | $30.10 |
Restricted Cash | 45.6 | 52.4 | ||
Restricted Marketable Securities | 50.5 | 47.6 | ||
Total | 162.8 | 164.5 | ||
Cash [Member] | ||||
Components of Investments | ||||
Cash and cash equivalents | 66.7 | 64.5 | ||
Restricted Cash | 45.6 | 52.4 | ||
Restricted Marketable Securities | 0 | 0 | ||
Total | 112.3 | 116.9 | ||
Equity Securities [Member] | ||||
Components of Investments | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted Cash | 0 | 0 | ||
Restricted Marketable Securities | 50.5 | 47.6 | ||
Total | $50.50 | $47.60 |
Cash_and_Marketable_Securities3
Cash and Marketable Securities - Table 3 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Restricted Cash | ||
Restricted Cash | $45.60 | $52.40 |
Affiliate cash [Member] | ||
Restricted Cash | ||
Restricted Cash | 13.1 | 13.6 |
Self-insured captive funds [Member] | ||
Restricted Cash | ||
Restricted Cash | 32.4 | 37.8 |
Paid-loss deposit funds [Member] | ||
Restricted Cash | ||
Restricted Cash | $0.10 | $1 |
Cash_and_Marketable_Securities4
Cash and Marketable Securities - Tables 4 & 5 (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of Restricted Marketable Securities | ||
Restricted marketable securities, cost | $51.30 | $47.90 |
Restricted marketable securities, gross unrealized gains | 0.5 | 0.2 |
Restricted marketable securities, gross unrealized losses | -1.3 | -0.5 |
Restricted marketable securities, fair value | $50.50 | $47.60 |
Cash_and_Marketable_Securities5
Cash and Marketable Securities - Table 6 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Marketable Securities [Member] | |||
Investment information related to restricted marketable securities | |||
Proceeds from sales of restricted available-for-sale securities | $0 | $16.60 | $0 |
Gross realized gains | 0.5 | 1 | 0 |
Gross realized losses | -0.1 | -0.1 | 0 |
Nonrestricted Marketable Securities [Member] | |||
Investment information related to restricted marketable securities | |||
Proceeds from sales of restricted available-for-sale securities | $2.70 | $0 | $0 |
Cash_and_Marketable_Securities6
Cash and Marketable Securities - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Marketable Securities (Textual) [Abstract] | |||
Restricted marketable securities included in other long-term assets | $45.90 | $42.90 | |
Impairment charges related to restricted marketable securities | $0 | $0 | $0 |
Accounts_Receivable_Table_1_De
Accounts Receivable - Table 1 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Schedule of Accounts Receivable, Net, Current | ||
Patient accounts receivable, net of allowance for doubtful accounts of $22.2 million in 2014; $23.1 million in 2013 | $309.30 | $249.40 |
Other accounts receivable | 13.9 | 12.4 |
Accounts receivable, net, current | 323.2 | 261.8 |
Noncurrent patient accounts receivable, net of allowance for doubtful accounts of $20.8 million in 2014; $10.0 million in 2013 | 51.4 | 16.6 |
Accounts receivable, net | 374.6 | 278.4 |
Allowance for Doubtful Accounts [Abstract] | ||
Allowance for doubtful accounts receivable, current | 22.2 | 23.1 |
Allowance for doubtful accounts receivable, noncurrent | $20.80 | $10 |
Accounts_Receivable_Table_2_De
Accounts Receivable - Table 2 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Activity Related to our Allowance for Doubtful Accounts | |||
Balance at Beginning of Period | $33.10 | $28.70 | $21.40 |
Additions and Charges to Expense | 31.6 | 26 | 27 |
Deductions and Accounts Written off | -21.7 | -21.6 | -19.7 |
Balance at End of Period | $43 | $33.10 | $28.70 |
Accounts_Receivable_Textual_De
Accounts Receivable - Textual (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts Receivable (Textual) (Abstract) | ||
Allowance for Doubtful Accounts as a Percentage of Total Patient Accounts Receivable | 10.70% | 11.10% |
Property_and_Equipment_Table_1
Property and Equipment - Table 1 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Components of Property and Equipment | ||
Land | $108.10 | $96 |
Buildings | 1,214.40 | 1,085.20 |
Leasehold Improvements | 79.1 | 65 |
Vehicles | 9.3 | 4.8 |
Furniture, Fixtures, and Equipment | 364.2 | 339.6 |
Property and Equipment, Gross | 1,775.10 | 1,590.60 |
Less: Accumulated depreciation and amortization | -784 | -712.6 |
Property and Equipment, Net Excluding CIP | 991.1 | 878 |
Construction in progress | 28.6 | 32.5 |
Property and Equipment, net | $1,019.70 | $910.50 |
Property_and_Equipment_Table_2
Property and Equipment - Table 2 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fully Depreciated Assets and Assets Under Capital Lease Obligations | ||
Fully depreciated assets | $240.90 | $225 |
Assets under capital lease obligations: | ||
Capital Leased Assets, Gross | 129.8 | 124.6 |
Accumumlated Amortization | -55.2 | -47.6 |
Assets Under Capital Lease Obligations, Net | 74.6 | 77 |
Building [Member] | ||
Assets under capital lease obligations: | ||
Capital Leased Assets, Gross | 124.4 | 124.4 |
Vehicles [Member] | ||
Assets under capital lease obligations: | ||
Capital Leased Assets, Gross | 5.2 | 0 |
Equipment [Member] | ||
Assets under capital lease obligations: | ||
Capital Leased Assets, Gross | $0.20 | $0.20 |
Property_and_Equipment_Table_3
Property and Equipment - Table 3 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Depreciation Expense, Amortization Expense Relating to Assets Under Capital Lease Obligations, Interest Capitalized, and Rent Expense Under Operating Leases | |||
Depreciation expense | $79.90 | $67.90 | $59 |
Amortization expense | 7.5 | 9.5 | 10.1 |
Interest capitalized | 1.5 | 1.9 | 1 |
Rent expense: | |||
Minimum rent payments | 37.3 | 40.3 | 41.2 |
Contingent and other rents | 18.2 | 20.3 | 20.6 |
Other | 3.9 | 4.2 | 4.5 |
Total rent expense | $59.40 | $64.80 | $66.30 |
Property_and_Equipment_Table_4
Property and Equipment - Table 4 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Schedule of Accrued Straight-line Rent | ||
Straight-line rental accrual | $14.60 | $17.30 |
Property_and_Equipment_Table_5
Property and Equipment - Table 5 (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Schedule of Future Minimum Lease Payments | |
Operating Leases, 2015 | $43.80 |
Operating Leases, 2016 | 37.6 |
Operating Leases, 2017 | 31.8 |
Operating Leases, 2018 | 27 |
Operating Leases, 2019 | 22.4 |
Operating Leases, 2020 and thereafter | 87.3 |
Operating Leases, Total | 249.9 |
Capital Lease Obligations, 2015 | 15.3 |
Capital Lease Obligations, 2016 | 15 |
Capital Lease Obligations, 2017 | 14 |
Capital Lease Obligations, 2018 | 13.6 |
Capital Lease Obligations, 2019 | 10.7 |
Capital Lease Obligations, 2020 and thereafter | 98.4 |
Capital Lease Obligations, Total | 167 |
Less: Interest portion | -80.3 |
Obligations under capital leases | 86.7 |
Operating & Capital Lease Obligations, 2015 | 59.1 |
Operating & Capital Lease Obligations, 2016 | 52.6 |
Operating & Capital Lease Obligations, 2017 | 45.8 |
Operating & Capital Lease Obligations, 2018 | 40.6 |
Operating & Capital Lease Obligations, 2019 | 33.1 |
Operating & Capital Lease Obligations, 2020 and thereafter | 185.7 |
Operating & Capital Lease Obligations, Total | $416.90 |
Property_and_Equipment_Textual
Property and Equipment - Textual (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2008 |
Y | |||||
Property and Equipment (Textual) [Abstract] | |||||
Percentage of property and equipment, net pledged to lenders under credit agreement | 75.00% | ||||
Operating Lease Term, Minimum | 3 | ||||
Operating Lease Term, Maximum | 15 | ||||
Rental Income from Subleases | $5.10 | $4.90 | $4.70 | ||
Total Expected Future Minimum Sublease Rental Income | 6 | ||||
Percentage of Net Profit Due Company from Hospital Building Sale | 40.00% | ||||
Proceeds from sale of Digital Hospital | 10.8 | 0 | 10.8 | 0 | |
Number of sale/leaseback transactions | 2 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2015 | 2.7 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2016 | 2.7 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2017 | 2.7 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2018 | 2.7 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2019 | 2.7 | ||||
Sale/Leaseback Transactions, Future Minimum Payments, 2020 & Thereafter | $11 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Table 1 (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2014 |
Schedule of Changes in the Carrying Amount of Goodwill | ||||
Goodwill, Beginning Balance | $456.90 | $437.30 | $421.70 | $34.60 |
Goodwill, Acquisitions | 593.1 | 13.7 | ||
Goodwill, Period Increase | 15.6 | |||
Goodwill, Written off Related to Sale of Business Unit | -0.3 | |||
Goodwill, Ending Balance | 1,084 | 456.9 | 437.3 | 34.6 |
Consolidation of Joint Venture [Member] | ||||
Schedule of Changes in the Carrying Amount of Goodwill | ||||
Goodwill, Period Increase | 34 | 15.6 | ||
Conversion of wholly owned subsidiary to joint venture [Member] | ||||
Schedule of Changes in the Carrying Amount of Goodwill | ||||
Goodwill, Period Increase | $6.20 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Table 2 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | $478.50 | $240.90 |
Accumulated Amortization | -172.4 | -152.7 |
Net | 306.1 | 88.2 |
Certificates of need [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 27.9 | 14.7 |
Accumulated Amortization | -4 | -3 |
Net | 23.9 | 11.7 |
Licenses [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 110.8 | 50.5 |
Accumulated Amortization | -46.3 | -44.9 |
Net | 64.5 | 5.6 |
Noncompete Agreements [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 46.2 | 40.2 |
Accumulated Amortization | -29.4 | -24.8 |
Net | 16.8 | 15.4 |
Trade Name - Encompass [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 135.2 | 0 |
Accumulated Amortization | 0 | 0 |
Net | 135.2 | 0 |
Trade Names - All other [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 19.9 | 17 |
Accumulated Amortization | -10.1 | -9.3 |
Net | 9.8 | 7.7 |
Software [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 125.3 | 105.3 |
Accumulated Amortization | -74.5 | -63.5 |
Net | 50.8 | 41.8 |
Market access assets [Member] | ||
Schedule of Intangible Assets by Major Class | ||
Gross Carrying Amount | 13.2 | 13.2 |
Accumulated Amortization | -8.1 | -7.2 |
Net | $5.10 | $6 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Table 3 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Amortization Expense, Intangible Assets | |||
Amortization expense | $20.30 | $17.30 | $13.40 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Table 4 (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Schedule of Future Estimated Amortization Expense, Other Intangible Assets | |
Year Ending December 31, 2015 | $28.50 |
Year Ending December 31, 2016 | 25 |
Year Ending December 31, 2017 | 20.7 |
Year Ending December 31, 2018 | 16.8 |
Year Ending December 31, 2019 | $15.80 |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets - Textuals (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Affiliates Ownership Percentage, Jonesboro | 100.00% | ||
Divested Skilled Nursing Facility Beds | 41 | ||
Goodwill, Impairment Loss | $0 | $0 | $0 |
Goodwill, Impaired, Accumulated Impairment Loss | $0 |
Investments_in_and_Advances_to2
Investments in and Advances to Nonconsolidated Affiliates -Table 1 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Equity method investments: | ||
Capital contributions | $0.80 | $2.90 |
Cumulative share of income | 77.3 | 104.8 |
Cumulative share of distributions | -69.9 | -88.8 |
Equity Method Investments | 8.2 | 18.9 |
Cost method investments: | ||
Capital contributions, net of distributions and impairments | 1.2 | 1.4 |
Total Investments in and advances to nonconsolidated affiliates | $9.40 | $20.30 |
Investments_in_and_Advances_to3
Investments in and Advances to Nonconsolidated Affiliates - Tables 2 & 3 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Assets- | |||
Current | $9.60 | $16.60 | |
Noncurrent | 13.1 | 36.2 | |
Total assets | 22.7 | 52.8 | |
Liabilities and equity- | |||
Current liabilities | 0.7 | 2.4 | |
Noncurrent liabilities | 0.1 | 0.7 | |
Partners' capital and shareholders' equity- | |||
HealthSouth | 8.2 | 18.9 | |
Outside partners | 13.7 | 30.8 | |
Total liabilities and equity | 22.7 | 52.8 | |
Combined Statements of Operations of Equity Method Affiliates | |||
Net operating revenues | 50.2 | 74.3 | 83.3 |
Operating expenses | -25.9 | -43.6 | -48.1 |
Income from continuing operations, net of tax | 30.9 | 24.6 | 28.3 |
Net income | $30.90 | $24.60 | $28.30 |
Investments_in_and_Advances_to4
Investments in and Advances to Nonconsolidated Affiliates - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
facilities | |||
Investments in and Advances to Nonconsolidated Affiliates (Textual) [Abstract] | |||
Number of Partially-Owned Subsidiaries | 9 | ||
Number of General or Limited Partnerships, Limited Liability Companies, or Joint Ventures | 8 | ||
Affiliates Ownership Percentage | 100.00% | ||
Goodwill, Period Increase | $15.60 | ||
Minimum [Member] | |||
Investments in and Advances to Nonconsolidated Affiliates (Textual) [Abstract] | |||
Affiliates Ownership Percentage | 1.00% | ||
Maximum [Member] | |||
Investments in and Advances to Nonconsolidated Affiliates (Textual) [Abstract] | |||
Affiliates Ownership Percentage | 51.00% |
Longterm_Debt_Table_1_Details
Long-term Debt - Table 1 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Schedule of Outstanding Long-term Debt | ||
Advances Under Revolving Credit Facility | $325 | $45 |
Term loan facilities | 450 | 0 |
Other Notes Payable | 41.6 | 47.6 |
Capital Lease Obligations | 86.7 | 88.9 |
Debt and Capital Lease Obligations | 2,131.60 | 1,517.50 |
Long-term Debt and Capital Lease Obligations, Current | -20.8 | -12.3 |
Long-term debt, net of current portion | 2,110.80 | 1,505.20 |
7.25% Senior Notes Due 2018 [Member] | ||
Schedule of Outstanding Long-term Debt | ||
Senior Notes | 0 | 272.4 |
8.125% Senior Notes Due 2020 [Member] | ||
Schedule of Outstanding Long-term Debt | ||
Senior Notes | 287 | 286.6 |
7.75% Senior Notes Due 2022 [Member] | ||
Schedule of Outstanding Long-term Debt | ||
Senior Notes | 227.1 | 252.5 |
5.75% Senior Notes Due 2024 [Member] | ||
Schedule of Outstanding Long-term Debt | ||
Senior Notes | 456.2 | 275 |
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | ||
Schedule of Outstanding Long-term Debt | ||
Convertible Subordinated Debt | $258 | $249.50 |
Longterm_Debt_Table_2_Details
Long-term Debt - Table 2 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Long-term Debt by Maturity | ||
Debt and Capital Lease Obligations | $2,131.60 | $1,517.50 |
Face Amount [Member] | ||
Long-term Debt by Maturity | ||
2015 | 20.8 | |
2016 | 20.4 | |
2017 | 18.6 | |
2018 | 18.6 | |
2019 | 496.7 | |
Thereafter | 1,614.10 | |
Debt and Capital Lease Obligations | 2,189.20 | |
Net Amount [Member] | ||
Long-term Debt by Maturity | ||
2015 | 20.8 | |
2016 | 20.4 | |
2017 | 18.6 | |
2018 | 18.6 | |
2019 | 496.7 | |
Thereafter | 1,556.50 | |
Debt and Capital Lease Obligations | $2,131.60 |
Longterm_Debt_Tables_3_4_5_Det
Long-term Debt - Tables 3, 4, & 5 (Details) | Dec. 31, 2014 |
7.75% Senior Notes Due 2022 [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 103.00% |
7.75% Senior Notes Due 2022 [Member] | Senior Notes, Redemption Price, Period One [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 103.88% |
7.75% Senior Notes Due 2022 [Member] | Senior Notes, Redemption Price, Period Two [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 102.58% |
7.75% Senior Notes Due 2022 [Member] | Senior Notes, Redemption Price, Period Three [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 101.29% |
7.75% Senior Notes Due 2022 [Member] | Senior Notes, Redemption Price, Period Four [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 100.00% |
8.125% Senior Notes Due 2020 [Member] | Senior Notes, Redemption Price, Period One [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 104.06% |
8.125% Senior Notes Due 2020 [Member] | Senior Notes, Redemption Price, Period Two [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 102.71% |
8.125% Senior Notes Due 2020 [Member] | Senior Notes, Redemption Price, Period Three [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 101.35% |
8.125% Senior Notes Due 2020 [Member] | Senior Notes, Redemption Price, Period Four [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 100.00% |
5.75% Senior Notes Due 2024 [Member] | Senior Notes, Redemption Price, Period One [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 102.88% |
5.75% Senior Notes Due 2024 [Member] | Senior Notes, Redemption Price, Period Two [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 101.92% |
5.75% Senior Notes Due 2024 [Member] | Senior Notes, Redemption Price, Period Three [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 100.96% |
5.75% Senior Notes Due 2024 [Member] | Senior Notes, Redemption Price, Period Four [Member] | |
Redemption Price, Senior Notes, Percentage of Principal [Abstract] | |
Senior Notes, Redemption Price, Percentage of Principal | 100.00% |
Longterm_Debt_Table_6_Details
Long-term Debt - Table 6 (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable [Abstract] | ||
Sale Leaseback Transaction, Amount Due under Financing Arrangement | 28 | $28 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 2.9 | 4.3 |
Construction Payable | 10.4 | 13.5 |
Other Notes Payable, Other | 0.3 | 1.8 |
Other Notes Payable | 41.6 | $47.60 |
7.8% Other Notes Payable [Member] | Acquisition, Note Payable [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 7.80% | 7.80% |
2.7% Other Notes Payable [Member] | Construction, Note Payable [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 2.70% | |
Debt Instrument, Description of Variable Rate Basis | LIBOR + 2.5% | |
Minimum [Member] | 8.1% Other Notes Payable [Member] | Sale/Leaseback Transactions [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 8.10% | 8.10% |
Minimum [Member] | 5.7% Other Notes Payable [Member] | Other Notes Payable, Other [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 5.70% | 5.70% |
Maximum [Member] | 11.2% Other Notes Payable [Member] | Sale/Leaseback Transactions [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 11.20% | 11.20% |
Maximum [Member] | 6.8% Other Notes Payable [Member] | Other Notes Payable, Other [Member] | ||
Notes Payable [Abstract] | ||
Debt Instruments, Effective Interest Rate | 6.80% | 6.80% |
Longterm_Debt_Textual_Details
Long-term Debt - Textual (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2012 | Oct. 01, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 01, 2009 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2015 | Sep. 11, 2012 | Oct. 07, 2010 | Sep. 22, 2014 | Jun. 11, 2013 | Aug. 31, 2012 | Mar. 07, 2011 | Nov. 29, 2013 | Oct. 09, 2012 | Sep. 18, 2014 | Nov. 18, 2013 | Jan. 29, 2015 |
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | $275 | $525 | ||||||||||||||||||||||||
Senior secured leverage ratio maximum | 1.75 | 1.75 | 1.75 | |||||||||||||||||||||||
Term loan facility, draw | 75 | |||||||||||||||||||||||||
Repayments of Long-term Debt | 302.6 | 62.5 | 166.2 | |||||||||||||||||||||||
Loss on Early Extinguishment of Debt | 13.2 | 2.4 | 4 | |||||||||||||||||||||||
Term Loan Payable | 450 | 0 | 450 | 0 | 450 | |||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 64.5 | |||||||||||||||||||||||||
Revolver, Amounts Drawn | 325 | 45 | ||||||||||||||||||||||||
Revolver, Interest Rate at Period End | 2.00% | 1.90% | 2.00% | 1.90% | 2.00% | |||||||||||||||||||||
Letters of Credit, Amount Outstanding | 31.8 | 36.5 | 31.8 | 36.5 | 31.8 | |||||||||||||||||||||
Senior Notes, Repurchase Price, Change in Control | 101.00% | 101.00% | 101.00% | |||||||||||||||||||||||
Convertible Perpetual Preferred Stock, Dividend Rate | 6.50% | 6.50% | ||||||||||||||||||||||||
2014 Credit Agreement [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Term Loan Facility, Maximum Borrowing Capacity | 450 | 450 | 450 | |||||||||||||||||||||||
Senior secured leverage ratio maximum | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||||||||||||
Percentage Owed, Principal Outstanding, Term Loan | 1.25% | 1.25% | 1.25% | |||||||||||||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | 600 | 600 | 600 | |||||||||||||||||||||||
Letter of Credit, Subfacility, Maximum Borrowing Capacity | 260 | 260 | 260 | |||||||||||||||||||||||
Term Loan and Revolver, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||||||||||
Term Loan and Revolver, Commitment Fee Percentage | 0.38% | |||||||||||||||||||||||||
Credit Agreement, Maximum Contractual Future Increase | 300 | 300 | 300 | |||||||||||||||||||||||
Credit Agreement, Restriction | 200 | |||||||||||||||||||||||||
2013 Credit Agreement [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior secured leverage ratio maximum | 1.5 | 1.5 | ||||||||||||||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | 600 | |||||||||||||||||||||||||
Letter of Credit, Subfacility, Maximum Borrowing Capacity | 260 | |||||||||||||||||||||||||
2012 Credit Agreement [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | 600 | |||||||||||||||||||||||||
Letter of Credit, Subfacility, Maximum Borrowing Capacity | 260 | |||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 195 | |||||||||||||||||||||||||
Revolver, Amounts Drawn | 325 | |||||||||||||||||||||||||
Term Loan Facilities [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Term loan facility, draw | 375 | 375 | 375 | |||||||||||||||||||||||
7.25% Senior Notes Due 2018 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 275 | 60 | ||||||||||||||||||||||||
Senior Notes, Issue Price | 103.25% | |||||||||||||||||||||||||
Repayments of Long-term Debt | 281 | 30.2 | ||||||||||||||||||||||||
Senior Notes, Redemption Price, Expressed as Percentage of Principal | 103.63% | |||||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 33.5 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | 1-Oct-18 | |||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 7.50% | |||||||||||||||||||||||||
Senior Notes, Frequency of Periodic Payment | semiannually in arrears on April 1 and October 1 of each year. | |||||||||||||||||||||||||
Senior Notes, Principal Extinguished | 271.4 | |||||||||||||||||||||||||
Senior Notes, Amount Outstanding | 0 | 272.4 | 0 | 272.4 | 0 | |||||||||||||||||||||
7.25% and 7.75% Senior Notes due 2018 and 2022, Respectively [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 120 | |||||||||||||||||||||||||
Senior Notes, Proceeds Received From Issuance | 122 | |||||||||||||||||||||||||
Repayments of Long-term Debt | 1.9 | 60 | ||||||||||||||||||||||||
Senior Notes, Repurchase Amount, Any Twelve-Month Period | 10.00% | 10.00% | ||||||||||||||||||||||||
Senior Notes, Redemption Price, Expressed as Percentage of Principal | 103.00% | 103.00% | ||||||||||||||||||||||||
Total outstanding principal amount of Senior Notes to be retired | 58.1 | |||||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 64.5 | 45 | ||||||||||||||||||||||||
8.125% Senior Notes Due 2020 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 290 | |||||||||||||||||||||||||
Senior Notes, Issue Price | 98.33% | |||||||||||||||||||||||||
Senior Notes, Stated Interest Rate | 8.13% | |||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 8.70% | |||||||||||||||||||||||||
Senior Notes, Frequency of Periodic Payment | semiannually in arrears on February 15 and August 15 of each year. | |||||||||||||||||||||||||
Senior Notes, Amount Outstanding | 287 | 286.6 | 287 | 286.6 | 287 | |||||||||||||||||||||
7.75% Senior Notes Due 2022 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 250 | 60 | ||||||||||||||||||||||||
Senior Notes, Issue Price | 103.50% | |||||||||||||||||||||||||
Repayments of Long-term Debt | 27.9 | 26 | ||||||||||||||||||||||||
Senior Notes, Repurchase Amount, Any Twelve-Month Period | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||
Senior Notes, Redemption Price, Expressed as Percentage of Principal | 103.00% | 103.00% | 103.00% | |||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 31 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | 15-Sep-22 | |||||||||||||||||||||||||
Senior Notes, Stated Interest Rate | 7.75% | |||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 7.90% | |||||||||||||||||||||||||
Senior Notes, Frequency of Periodic Payment | semiannually in arrears on March 15 and September 15 of each year. | |||||||||||||||||||||||||
Senior Notes, Amount Outstanding | 227.1 | 252.5 | 227.1 | 252.5 | 227.1 | |||||||||||||||||||||
Extinguishment of Debt, Amount | 25.1 | |||||||||||||||||||||||||
5.75% Senior Notes Due 2024 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 275 | 175 | ||||||||||||||||||||||||
Senior Notes, Issue Price | 100.00% | 103.63% | ||||||||||||||||||||||||
Senior Notes, Proceeds Received From Issuance | 270 | 182 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | 1-Nov-24 | |||||||||||||||||||||||||
Senior Notes, Stated Interest Rate | 5.75% | |||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 5.80% | |||||||||||||||||||||||||
Senior Notes, Frequency of Periodic Payment | semiannually in arrears on May 1 and NovemberB 1 of each year. | |||||||||||||||||||||||||
Senior Notes, Amount Outstanding | 456.2 | 275 | 456.2 | 275 | 456.2 | |||||||||||||||||||||
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 320 | 320 | 320 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | 1-Dec-43 | |||||||||||||||||||||||||
Senior Notes, Stated Interest Rate | 2.00% | |||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 6.00% | |||||||||||||||||||||||||
Senior Notes, Frequency of Periodic Payment | semiannually in arrears in cash on JuneB 1 and December 1 of each year | |||||||||||||||||||||||||
Long-term Debt, Contingent Payment of Principal or Interest | Beginning with the six-month period starting December 1, 2018, contingent interest is payable, in addition to regular interest, if the trading price of the Convertible Notes for each of the five trading days ending two trading days prior to any six-month contingent interest period is equal to or greater than $1,200. The amount of contingent interest payable per $1,000 principal amount of the Convertible Notes in respect of any contingent interest period is equal to 0.25% of the average trading price of the Convertible Notes during the specified measurement period. | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion | 25.2194 shares per $1,000 principal amount | 25.7582 for each $1,000 principal amount | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $38.82 | $38.82 | $38.82 | $39.65 | ||||||||||||||||||||||
Debt Instrument, Convertible, Redemption Percentage | 120.00% | |||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||||||||||||||||
Convertible Debt, Repurchase Price, Fundamental Change | 100.00% | |||||||||||||||||||||||||
Capital Lease Obligations [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||||
Capital Lease Obligations [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Debt Instruments, Effective Interest Rate | 11.00% | 11.00% | 11.00% | |||||||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Temporary Equity, Repurchased during Period, Shares | 257,110 | 257,110 | 46,645 | 257,110 | ||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | 2014 Credit Agreement [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Term Loan and Revolver, Basis Spread on Variable Rate | 1.75% | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Loss on Early Extinguishment of Debt | 2 | |||||||||||||||||||||||||
Subsequent Event [Member] | 2014 Credit Agreement [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Credit Agreement, Maximum Contractual Future Increase | 250 | |||||||||||||||||||||||||
Subsequent Event [Member] | Term Loan Facilities [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | 250 | |||||||||||||||||||||||||
Subsequent Event [Member] | 5.75% Senior Notes Due 2024 [Member] | ||||||||||||||||||||||||||
Long Term Debt (Textual) [ Abstract] | ||||||||||||||||||||||||||
Senior Notes, Face Amount | 400 | |||||||||||||||||||||||||
Senior Notes, Issue Price | 102.00% | |||||||||||||||||||||||||
Senior Notes, Proceeds Received From Issuance | 406 | |||||||||||||||||||||||||
Senior Notes Issuance, Proceeds Used For Debt Reduction | $250 |
SelfInsured_Risks_Table_1_Deta
Self-Insured Risks - Table 1 (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 |
Insurance Reserves [Line Items] | |||||
Self-Insurance Reserves, Balance at Beginning of Period, Gross | $153.30 | ||||
Reinsurance Receivables | -34.4 | ||||
Self-Insurance Reserves, Balance at Beginning of Period, Net | 118.9 | ||||
Self-Insurance Reserves, Balance at End of Period, Net | 108.6 | 107.7 | 118.9 | 107.7 | 118.9 |
Reinsurance Receivables | 26 | 32.6 | 29.4 | 32.6 | 34.4 |
Self-Insurance Reserves, Balance at End of Period, Gross | 134.6 | 140.3 | 148.3 | 140.3 | 153.3 |
Provision, Current Year Claims [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | 34.7 | 34.4 | 33.8 | ||
Provision, Prior Year Claims [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | -3.5 | -5.9 | -6.4 | ||
Statistical Confidence Level [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | 0 | 6.7 | 0 | -6.7 | |
Discontinued Operations, Insurance Reserve [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | -0.3 | -1.8 | -1.9 | ||
Payments, Current Year Claims [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | -4.4 | -3.9 | -4.2 | ||
Payments, Prior Year Claims [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | -25.9 | -27.3 | -21.3 | ||
Acquisition of Encompass [Member] | |||||
Insurance Reserves [Line Items] | |||||
Increase (Decrease) in Self-Insurance Reserve | $0.30 | $0 | $0 |
SelfInsured_Risks_Textual_Deta
Self-Insured Risks - Textual (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Insurance Reserves [Line Items] | |||||
Maximum Self-Insured Risk | $24.50 | ||||
Self-Insurance Reserves, Current | 42.1 | 35.9 | 42.1 | ||
Number of Individual Claims Covered by Self-Insured Risk Reserves | 1,150 | 1,100 | 1,150 | ||
Statistical Confidence Level [Member] | |||||
Insurance Reserves [Line Items] | |||||
Statistical Confidence Level | 50.00% | 50.00% | 70.00% | ||
Increase (Decrease) in Self Insurance Reserve | ($6.70) | $0 | $6.70 | $0 |
Convertible_Perpetual_Preferre2
Convertible Perpetual Preferred Stock - Table 1 (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Temporary Equity [Abstract] | |||||
Temporary Equity, Carrying Amount, Attributable to Parent, Beginning | 93.2 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent, Ending | 93.2 | 93.2 | 93.2 | ||
Convertible Preferred Stock [Member] | |||||
Temporary Equity [Abstract] | |||||
Temporary Equity, Shares Outstanding, Beginning Balance | 353,355 | 400,000 | 96,245 | ||
Temporary Equity, Repurchased during Period, Shares | -257,110 | -257,110 | -257,110 | -46,645 | |
Temporary Equity, Shares Outstanding, Ending Balance | 96,245 | 96,245 | 353,355 | 96,245 | |
Temporary Equity, Carrying Amount, Attributable to Parent, Beginning | 342.2 | 387.4 | |||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | -249 | -45.2 | |||
Temporary Equity, Carrying Amount, Attributable to Parent, Ending | $93.20 | $93.20 | $342.20 |
Convertible_Perpetual_Preferre3
Convertible Perpetual Preferred Stock - Table 2 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Temporary Equity [Abstract] | |||
Excess exchanged in transaction | $0 | $71.60 | $0.80 |
Convertible Preferred Stock [Member] | |||
Temporary Equity [Abstract] | |||
Carrying value of shares repurchased | 249 | 45.2 | |
Cumulative dividends included as part of purchase price | 2.2 | 0.5 | |
Excess exchanged in transaction | 71.6 | 0.8 | |
Temporary Equity, Consideration Exchanged for Repurchase | $322.80 | $46.50 |
Convertible_Perpetual_Preferre4
Convertible Perpetual Preferred Stock - Textual (Details) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 11, 2012 | Oct. 07, 2010 | Mar. 07, 2006 | Dec. 31, 2011 | Nov. 18, 2013 |
Convertible Perpetual Preferred Stock, Shares Issued | 96,245 | 96,245 | 96,245 | 400,000 | ||||||
Convertible Perpetual Preferred Stock, Liquidation Preference | $1,000 | $1,000 | $1,000 | |||||||
Convertible Perpetual Preferred Stock, Dividend Rate | 6.50% | 6.50% | ||||||||
Convertible Perpetual Preferred Stock, Terms of Conversion | We may at any time cause the shares of preferred stock to be automatically converted into shares of our common stock at the conversion rate then in effect if the closing sale price of our common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date we give the notice of forced conversion exceeds 150% of the conversion price of the preferred stock. If we are subject to a fundamental change, as defined in the certificate of designation of the preferred stock, each holder of shares of preferred stock has the right, subject to certain limitations, to require us to purchase with cash any or all of its shares of preferred stock at a purchase price equal to 100% of the accreted liquidation preference, plus any accrued and unpaid dividends to the date of purchase. In addition, if holders of the preferred stock elect to convert shares of preferred stock in connection with certain fundamental changes, we will in certain circumstances increase the conversion rate for such shares of preferred stock. | |||||||||
Convertible Perpetual Preferred Stock, Conversion Price | $29.70 | $30.50 | ||||||||
Convertible Perpetual Preferred Stock, Shares Issued Upon Conversion | 33.67 | 32.7869 | ||||||||
Debt Instrument, Principal Amount | $275 | $525 | ||||||||
Preferred Stock Dividends, Dividends Declared | 6.3 | 21 | 23.9 | |||||||
Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Repurchased during Period, Shares | 257,110 | 257,110 | 46,645 | 257,110 | ||||||
Temporary Equity, Consideration Exchanged for Repurchase | 322.8 | 46.5 | ||||||||
Temporary Equity, Shares Outstanding | 96,245 | 96,245 | 353,355 | 96,245 | 400,000 | |||||
Temporary Equity, Carrying Amount, Period Increase (Decrease) | -249 | -45.2 | ||||||||
Capital in Excess of Par Value, Reduction | 73.8 | 1.3 | ||||||||
Cumulative dividends included as part of purchase price | 2.2 | 0.5 | ||||||||
Preferred Stock Dividends, Dividends Declared | 6.3 | 21 | 23.9 | |||||||
Convertible Perpetual Preferred Stock, Accrued Dividends | 1.6 | 1.6 | 1.6 | |||||||
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | ||||||||||
Debt Instrument, Principal Amount | $320 | $320 | $320 |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interests - Table 1 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning of period | $13.50 | ||
Net Income attributable to noncontrolling interest | 6.6 | 5.8 | 3.8 |
Distributions declared | -44.9 | -40.4 | -45.4 |
Balance at end of period | 84.7 | 13.5 | |
Altoona and Jonesboro [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning of period | 13.5 | ||
Net Income attributable to noncontrolling interest | 6.6 | 5.8 | |
Distributions declared | -8.5 | -4.9 | |
Contribution to joint venture | 4.3 | 7.1 | |
Change in fair value | 4.3 | -1.7 | |
Balance at end of period | 84.7 | 13.5 | |
Altoona [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning of period | 7.3 | ||
Net Income attributable to noncontrolling interest | 3.8 | ||
Distributions declared | -3.9 | ||
Contribution to joint venture | 0 | ||
Change in fair value | 0 | ||
Balance at end of period | 7.2 | ||
Encompass [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests, Increase from acquisition | $64.50 | $0 | $0 |
Redeemable_Noncontrolling_Inte3
Redeemable Noncontrolling Interests - Table 2 (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Net income attributable to nonredeemable noncontrolling interest | $53.10 | $52 | $47.10 | ||||||||
Net income attributable to redeemable noncontrolling interest | 6.6 | 5.8 | 3.8 | ||||||||
Net income attributable to noncontrolling interests | $15.40 | $14.70 | $14.80 | $14.80 | $15.30 | $14.10 | $13.80 | $14.60 | $59.70 | $57.80 | $50.90 |
Fair_Value_Measurements_Table_
Fair Value Measurements - Table 1 (Details) (Restricted Marketable Securities [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Prepaid Expenses and Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | $4.60 | $4.70 |
Fair Value, Valuation Techniques | M | M |
Prepaid Expenses and Other Current Assets [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 0 | 0 |
Prepaid Expenses and Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 4.6 | 4.7 |
Prepaid Expenses and Other Current Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 0 | 0 |
Other Long-Term Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 45.9 | 42.9 |
Fair Value, Valuation Techniques | M | M |
Other Long-Term Assets [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 0 | 0 |
Other Long-Term Assets [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | 45.9 | 42.9 |
Other Long-Term Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Available-for-sale Securities, Fair Value | $0 | $0 |
Fair_Value_Measurements_Table_1
Fair Value Measurements - Table 2 (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Advances Under Revolving Credit Facility | $325 | $45 |
Term loan facilities | 450 | 0 |
Other Notes Payable | 41.6 | 47.6 |
Letters of Credit, Fair Value | 31.8 | 36.5 |
Revolving Credit Facility [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Advances Under Revolving Credit Facility | 325 | 45 |
Revolving Credit Facility [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Advances Under Revolving Credit Facility, Fair Value | 325 | 45 |
Term Loan Facilities [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Term loan facilities | 450 | 0 |
Term Loan Facilities [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Term loan facilities, fair value | 450 | 0 |
7.25% Senior Notes Due 2018 [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 0 | 272.4 |
7.25% Senior Notes Due 2018 [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 0 | 272.4 |
7.25% Senior Notes Due 2018 [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes, Fair Value | 0 | 291.4 |
8.125% Senior Notes Due 2020 [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 287 | 286.6 |
8.125% Senior Notes Due 2020 [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 287 | 286.6 |
8.125% Senior Notes Due 2020 [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes, Fair Value | 302.5 | 319.4 |
7.75% Senior Notes Due 2022 [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 227.1 | 252.5 |
7.75% Senior Notes Due 2022 [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 227.1 | 252.5 |
7.75% Senior Notes Due 2022 [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes, Fair Value | 240.7 | 275 |
5.75% Senior Notes Due 2024 [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 456.2 | 275 |
5.75% Senior Notes Due 2024 [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes | 456.2 | 275 |
5.75% Senior Notes Due 2024 [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Senior Notes, Fair Value | 471.4 | 273.6 |
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Convertible Subordinated Debt | 258 | 249.5 |
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Convertible Subordinated Debt | 258 | 249.5 |
2.00% Convertible Senior Subordinated Notes due 2043 [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Convertible Debt, Fair Value | 358.4 | 339.7 |
Other Notes Payable [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Other Notes Payable | 41.6 | 47.6 |
Other Notes Payable [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Other Notes Payable, Fair Value | 41.6 | 47.6 |
Letters of Credit [Member] | Carrying Amount [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Letters of Credit | 0 | 0 |
Letters of Credit [Member] | Estimated Fair Value [Member] | ||
Carrying Amounts and Estimated Fair Values, Financial Instruments [Abstract] | ||
Letters of Credit, Fair Value | $31.80 | $36.50 |
Fair_Value_Measurements_Textua
Fair Value Measurements - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $27.20 | $0 | $0 |
Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gains or losses in assets disclosed at fair value | 0 | ||
Fairlawn Rehabilitation Hospital [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 27.2 | ||
St.Vincent Inpatient Rehabilitation Hospital [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity Method Investment, Realized Gain on Disposal | $4.90 |
ShareBased_Payments_Table_1_De
Share-Based Payments - Table 1 (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Weighted Average Assumptions Used to Determine Fair Value of Stock Options | |||
Expected volatility | 40.30% | 41.80% | 42.80% |
Risk-free interest rate | 2.20% | 1.40% | 1.40% |
Expected life (years) | 7 years 2 months | 7 years 2 months | 7 years |
Dividend yield | 2.10% | 0.00% | 0.00% |
ShareBased_Payments_Table_2_De
Share-Based Payments - Table 2 (Details) (USD $) | 12 Months Ended |
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2014 |
Y | |
Summary of stock option activity and related information | |
Outstanding, December 31, 2013, Shares | 2,361 |
Outstanding, December 31, 2013, Weighted-Average Exercise Price Per Share | $20.82 |
Granted, Shares | 136 |
Granted, Weighted-Average Exercise Price Per Share | $31.97 |
Exercised, Shares | -290 |
Exercised, Weighted-Average Exercise Price Per Share | $25.78 |
Forfeitures, Shares | 0 |
Forfeiture, Weighted Average Exercise price Per Share | $0 |
Expirations, Shares | 0 |
Expirations, Weighted-Average Exercise Price Per Share | $0 |
Outstanding, December 31, 2014, Shares | 2,207 |
Outstanding, December 31, 2014, Weighted-Average Exercise Price Per Share | $20.85 |
Outstanding, December 31, 2014, Remaining Life | 4 years 3 months |
Outstanding, December 31, 2014, Aggregate Intrinsic Value | $38.90 |
Exercisable, December 31, 2014, Shares | 1,895 |
Exercisable, December 31, 2014, Weighted-Average Exercise Price Per Share | $19.88 |
Exercisable, December 31, 2014, Remaining Life | 3.7 |
Exercisable, December 31, 2014, Aggregate Intrinsic Value | $35.20 |
ShareBased_Payments_Table_3_De
Share-Based Payments - Table 3 (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Nonvested shares, Beginning Balance, Shares | 1,162 | ||
Nonvested shares, Beginning Balance, Weighted-Average Grant Date Fair Value | $22.89 | ||
Granted, Shares | 861 | ||
Granted, Weighted-Average Grant Date Fair Value | $23.94 | $23.55 | $19.30 |
Vested, Shares | -782 | ||
Vested, Weighted-Average Grant Date Fair Value | $23.35 | ||
Forfeited, Shares | -44 | ||
Forfeited, Weighted-Average Grant Date Fair Value | $23.72 | ||
Nonvested shares, Ending Balance, Shares | 1,197 | 1,162 | |
Nonvested shares, Ending Balance, Weighted-Average Grant Date Fair Value | $23.31 | $22.89 |
ShareBased_Payments_Textual_De
Share-Based Payments - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation (Textual) [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $7.40 | $8.20 | |
2008 Amended and Restated Equity Incentive Plan [Member] | |||
Share-based Compensation (Textual) [Abstract] | |||
Share-based Compensation Plan, Shares Authorized | 9,000,000 | 9,000,000 | 9,000,000 |
Stock Options [Member] | |||
Share-based Compensation (Textual) [Abstract] | |||
Share-based Compensation, Options, Grants in Period, Weighted-Average Fair Value | $11.41 | $10.96 | $9.57 |
Share-based Compensation Expense | 1.9 | 2.1 | 2 |
Share-based Compensation, Unrecognized Expense | 1.8 | ||
Share-based Compensation, Unrecognized Expense, Time Period Expected to be Recognized | 20 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 2.4 | 1.9 | 0.1 |
Restricted Stock [Member] | |||
Share-based Compensation (Textual) [Abstract] | |||
Share-based Compensation Expense | 20.8 | 21.6 | 21.2 |
Share-based Compensation, Unrecognized Expense | 16.4 | ||
Share-based Compensation, Unrecognized Expense, Time Period Expected to be Recognized | 19 months | ||
Share-based Compensation, Restricted Stock Awards, Grants in Period, Weighted Average Fair Value | $23.94 | $23.55 | $19.30 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value | 25.9 | 15.7 | 34 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation (Textual) [Abstract] | |||
Share-based Compensation Expense | 1.2 | 1.2 | 0.9 |
Share-based Compensation, Unrecognized Expense | $0 | ||
Share-based Compensation Plan, Restricted Stock Units, Issued in Period | 36,350 | 51,180 | 42,903 |
Share-based Compensation Plan, Restricted Stock Units, Issued in Period, Weighted Average Grant Date Fair Value | $33.02 | $22.47 | $20.98 |
Share-based Compensation Plan, Restricted Stock Units As Dividend Equivalents, Issued in Period | 8,149 | 1,831 | |
Share-based Compensation Plan, Number of Shares Available for Grant | 353,466 |
Employee_Benefit_Plans_Textual
Employee Benefit Plans - Textual (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Y | |||
Employee Benefit Plans [Abstract] | |||
Company Healthcare Plans, Total Costs Net of Employee Contributions | $85.20 | $73.40 | $67.80 |
Retirement Investment Plan, Maximum Employee Contribution | 100.00% | ||
Retirement Investment Plan, Company Match | 50% of the first 6% of each participantbs elective deferrals | ||
Retirement Investment Plan, Age Requirement | 21 | ||
Retirement Investment Plan, Company Match, Vesting Percentage | 100.00% | ||
Retirement Investment Plan, Company Match, Vesting Period | 3 | ||
Retirement Investment Plan, Company Match, Total Costs | 13.9 | 13.2 | 13.2 |
Retirement Investment Plan, Company Match, Funded by Plan Forfeiture Account | 0.5 | 0.5 | 0.8 |
Senior Management Bonus Program, Total Costs | $7.90 | $11.50 | $11.40 |
Assets_and_Liabilities_in_and_1
Assets and Liabilities in and Results of Discontinued Operations - Textual (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2007 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Option Contract, Annual Premium | 15.00% | |
Option Contract, Exercisable | 30.00% | |
Fair value, Derivative Asset, Noncurrent | $9.90 | |
Derivative, Gain | $9.90 | |
Maximum [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Option Contract, Equity Opportunity | 5.00% |
Income_Taxes_Table_1_Details
Income Taxes - Table 1 (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||||||||||
Federal | $2.50 | $0.90 | $0.70 | ||||||||
State and local | 10.8 | 5.4 | 5.2 | ||||||||
Total current expense | 13.3 | 6.3 | 5.9 | ||||||||
Deferred: | |||||||||||
Federal | 95.3 | 11.3 | 104.2 | ||||||||
State and local | 2.1 | -4.9 | -1.5 | ||||||||
Total deferred expense | 97.4 | 6.4 | 102.7 | ||||||||
Total income tax expense related to continuing operations | $19.30 | $22.10 | $36.50 | $32.80 | $30.50 | $35.20 | ($86.50) | $33.50 | $110.70 | $12.70 | $108.60 |
Income_Taxes_Table_2_Details
Income Taxes - Table 2 (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation | |||
Tax expense at statutory rate | 35.00% | 35.00% | 35.00% |
Increase (decrease) in tax rate resulting from: | |||
State and other income taxes, net of federal tax benefit | 4.30% | 4.00% | 3.70% |
Decrease in valuation allowance | -1.90% | -2.30% | -2.80% |
Settlement of tax claims | 0.00% | -28.70% | 0.30% |
Noncontrolling interests | -5.10% | -5.10% | -5.10% |
Acquisition of additional equity interest in Fairlawn | -3.60% | 0.00% | 0.00% |
Other, net | -0.10% | 0.30% | 0.80% |
Income tax expense | 28.60% | 3.20% | 31.90% |
Income_Taxes_Tables_3_4_Detail
Income Taxes - Tables 3 & 4 (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of Deferred Tax Assets [Abstract] | |||
Net Operating Loss | $301.30 | $416.50 | |
Property, net | 40.7 | 44.3 | |
Insurance Reserve | 25.6 | 28.5 | |
Stock-based compensation | 23.7 | 26.8 | |
Allowance for doubtful accounts | 18 | 15.3 | |
Alternative minimum tax | 10.5 | 11.1 | |
Carrying value of partnerships | 23.8 | 19.8 | |
Other accruals | 20.6 | 19 | |
Tax credits | 9.9 | 2 | |
Other | 1.6 | 1.2 | |
Total deferred income tax assets | 475.7 | 584.5 | |
Less: Valuation allowance | -23 | -30.7 | |
Net deferred income tax assets | 452.7 | 553.8 | |
Components of Deferred Tax Liabilities [Abstract] | |||
Intangibles | -97.5 | -29.2 | |
Convertible debt interest | -31.7 | -28 | |
Other | -5.7 | -3.3 | |
Total deferred income tax liabilities | -134.9 | -60.5 | |
Net deferred income tax assets | 317.8 | 493.3 | |
Less: Current deferred tax assets | 188.4 | 139 | |
Noncurrent deferred tax assets | 129.4 | 354.3 | |
Gross Unrecognized Income Tax Benefits | |||
Gross unrecognized income tax benefits, Beginning Balance | 1.1 | 78 | 6 |
Gross amount of increases in unrecognized tax benefits related to prior periods | 0.7 | 46.7 | 75.8 |
Gross amount of decreases in unrecognized tax benefits related to prior periods | -0.9 | -1.9 | -2.5 |
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | -121.7 | -0.9 | |
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations | -0.4 | ||
Gross unrecognized income tax benefits, Ending Balance | 0.9 | 1.1 | 78 |
Unrecognized Tax Benefits, Accrued Interest and Penalties | |||
Unrecognized Tax Benefits, Accrued interest and penalties, Beginning Balance | 0.3 | 0 | 0.1 |
Gross amount of increases in unrecognized tax benefits related to prior periods | 0.1 | 0.3 | 0 |
Gross amount of decreases in unrecognized tax benefits related to prior periods | -0.4 | 0 | 0 |
Decreases in unrecognized tax benefits relating to settlements with taxing authorities | 0 | 0 | |
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations | -0.1 | ||
Unrecognized Tax Benefits, Accrued interest and penalties, Ending Balance | $0 | $0.30 | $0 |
Income_Taxes_Textual_Details
Income Taxes - Textual (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2011 |
Income Taxes (Textual) [Abstract] | ||||||
Net Operating Loss Carryforwards | $301.30 | $416.50 | ||||
Gross Operating Loss Carryforwards | 629.8 | |||||
Excess Tax Benefit from Share-based Compensation | 8.6 | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 7.7 | 9.1 | 10.5 | |||
Valuation Allowance | 23 | 30.7 | ||||
Gross Unrecognized Tax Benefits | 0.9 | 1.1 | 78 | 6 | ||
Unrecognized Tax Benefits, Accrued Interest | 0 | 0.3 | 0 | 0.1 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0.4 | 76 | ||||
Federal [Member] | ||||||
Income Taxes (Textual) [Abstract] | ||||||
Income Tax Benefit Resulting From Tax Settlement | 115 | |||||
Increase Net Operating Loss Carryforward, Gross | 283 | |||||
Net Operating Loss Carryforwards | 220.4 | |||||
State [Member] | ||||||
Income Taxes (Textual) [Abstract] | ||||||
Net Operating Loss Carryforwards | $80.90 | |||||
Fairlawn Rehabilitation Hospital [Member] | ||||||
Income Taxes (Textual) [Abstract] | ||||||
Affiliates Ownership Percentage, Percentage Increase | 30.00% | 30.00% |
Earnings_Per_Common_Share_Tabl1
Earnings Per Common Share - Table 1 (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Income from continuing operations | $54.80 | $65.70 | $94.10 | $61.60 | $64.10 | $73.20 | $178.90 | $66.30 | $276.20 | $382.50 | $231.40 |
Less: Net income attributable to noncontrolling interests included in continuing operations | -59.7 | -57.8 | -50.9 | ||||||||
Less: Income allocated to participating securities | -2.3 | -3.4 | -2.2 | ||||||||
Less: Convertible perpetual preferred stock dividends | -6.3 | -21 | -23.9 | ||||||||
Less: Repurchase of convertible perpetual preferred stock | 0 | -71.6 | -0.8 | ||||||||
Income from continuing operations attributable to HealthSouth common shareholders | 207.9 | 228.7 | 153.6 | ||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | -1.1 | 4.5 | ||||||||
Less: Income from discontinued operations allocated to participating securities | -0.1 | 0 | -0.1 | ||||||||
Net income attributable to HealthSouth common shareholders | 213.3 | 227.6 | 158 | ||||||||
Denominator: | |||||||||||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 | ||||||||
Basic earnings per share attributable to HealthSouth common shareholders | |||||||||||
Continuing operations | $0.43 | $0.56 | $0.89 | $0.51 | ($0.31) | $0.61 | $1.82 | $0.48 | $2.40 | $2.59 | $1.62 |
Discontinued operations | $0.03 | ($0.01) | $0.04 | $0 | $0 | ($0.01) | $0 | $0 | $0.06 | ($0.01) | $0.05 |
Net income | $2.46 | $2.58 | $1.67 | ||||||||
Numerator: | |||||||||||
Income from continuing operations | 54.8 | 65.7 | 94.1 | 61.6 | 64.1 | 73.2 | 178.9 | 66.3 | 276.2 | 382.5 | 231.4 |
Less: Net income attributable to noncontrolling interests included in continuing operations | -59.7 | -57.8 | -50.9 | ||||||||
Add: Interest on convertible debt, net of tax | 9 | 1 | 0 | ||||||||
Income from continuing operations attributable to HealthSouth common shareholders | 225.5 | 325.7 | 180.5 | ||||||||
Income (loss) from discontinued operations, net of tax, attributable to HealthSouth common shareholders | 5.5 | -1.1 | 4.5 | ||||||||
Net income attributable to HealthSouth common stockholders | $231 | $324.60 | $185 | ||||||||
Denominator: | |||||||||||
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 | ||||||||
Diluted earnings per share attributable to HealthSouth common shareholders: | |||||||||||
Continuing operations | $0.41 | $0.53 | $0.81 | $0.48 | ($0.31) | $0.59 | $1.66 | $0.48 | $2.24 | $2.59 | $1.62 |
Discontinued operations | $0.03 | ($0.01) | $0.04 | $0 | $0 | ($0.01) | $0 | $0 | $0.05 | ($0.01) | $0.05 |
Net income | $0.44 | $0.52 | $0.85 | $0.48 | ($0.31) | $0.58 | $1.66 | $0.48 | $2.29 | $2.58 | $1.67 |
Recovered_Sheet1
Earnings per Common Share - Table 2 (Details) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||
Basic weighted average common shares outstanding | 86.8 | 88.1 | 94.6 |
Convertible perpetual preferred stock | 3.2 | 10.5 | 12 |
Convertible senior subordinated notes | 8.2 | 1 | 0 |
Restricted stock awards, dilutive stock options, and restricted stock units | 2.5 | 2.5 | 1.5 |
Diluted weighted average common shares outstanding | 100.7 | 102.1 | 108.1 |
Recovered_Sheet2
Earnings per Common Share - Table 3 (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jan. 16, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2009 | Jan. 31, 2004 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding, Beginning Balance | 2,900,000 | 10,000,000 | 10,000,000 | ||
Warrants expired | -100,000 | ||||
Stock Warrants Issued, Exercise Price | $32.16 | $32.50 | $32.50 | $41.40 | |
Class of Warrant or Right, Outstanding, Ending Balance | 0 | 10,000,000 | 10,000,000 | ||
Cashless exercise [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised | -1,800,000 | -4,800,000 | |||
Stock Warrants Issued, Exercise Price | $32.16 | $32.50 | |||
Cash exercise [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised | -1,000,000 | -2,300,000 | |||
Stock Warrants Issued, Exercise Price | $32.16 | $32.50 |
Earnings_Per_Common_Share_Text
Earnings Per Common Share - Textual (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Jul. 17, 2014 | Jan. 16, 2014 | Jan. 31, 2014 | Jul. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2009 | Oct. 31, 2006 | Jan. 31, 2004 | Feb. 14, 2014 | Feb. 28, 2013 | Oct. 31, 2011 |
Y | ||||||||||||||
Earnings Per Common Share (Textual) [Abstract] | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 100,000 | 100,000 | ||||||||||||
Payments for Repurchase of Common Stock | $43.10 | $234.10 | $0 | |||||||||||
Common Stock, Dividends, Per Share, Declared | $0.21 | $0.18 | $0.78 | $0.36 | $0 | |||||||||
Class of Warrant or Right, Outstanding | 0 | 2,900,000 | 10,000,000 | 10,000,000 | ||||||||||
Stock Warrants Issued, Potential Number of Common Stock Shares | 2,000,000 | |||||||||||||
Stock Warrants Issued, Exercise Price | $32.16 | $32.50 | $32.50 | $41.40 | ||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $0.18 | |||||||||||||
Stock Warrants Issued, Exercise Rate | 0.2021 | |||||||||||||
Proceeds from exercising stock warrants | 6.3 | 6.3 | 15.3 | 0 | ||||||||||
Common Stock Shares Issued Under Consolidated Securities Action Settlement | 5,000,000 | |||||||||||||
Common Stock Warrants Issued Under Consolidated Securities Action Settlement | 8,200,000 | |||||||||||||
Stock Warrants Issued, Term | 7 | |||||||||||||
Convertible Debenture [Member] | ||||||||||||||
Earnings Per Common Share (Textual) [Abstract] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Earnings Per Common Share (Textual) [Abstract] | ||||||||||||||
Stock Repurchase Program, Authorized Amount | 200 | 250 | 350 | 125 | ||||||||||
Repurchase of common stock, Shares | 1,300,000 | 9,100,000 | ||||||||||||
Treasury Stock Acquired, Average Cost Per Share | $25.50 | |||||||||||||
Repurchase of Common Stock | 234.1 | |||||||||||||
Payments for Repurchase of Common Stock | 43.1 | |||||||||||||
Dividends Payable, Current | $18.60 | $15.80 | ||||||||||||
Stock Warrants Issued, Exercise Price | 32.5 | |||||||||||||
Stock warrants exercised, Shares | 200,000 | 500,000 |
Contingencies_and_Other_Commit1
Contingencies and Other Commitments - Textual (Details) (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2004 | Dec. 31, 1995 | Jan. 11, 2007 | Apr. 24, 2014 | Mar. 04, 2013 | |
Loss Contingencies [Line Items] | |||||||||
Compliance Threshold Under Health Care Act | 60.00% | ||||||||
Purchase Obligations, Due Within One Year | $32,500,000 | ||||||||
Purchase Obligations, Due within Two Years | 23,100,000 | ||||||||
Purchase Obligations, Due Within Three Years | 11,200,000 | ||||||||
Purchase Obligations, Due Within Four Years | 10,600,000 | ||||||||
Purchase Obligations, Due Within Five Years | 10,000,000 | ||||||||
Purchase Obligations, Due After Five Years | 15,900,000 | ||||||||
Litigation, Former Officers [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Gain Related to Litigation Settlement | 5,000,000 | ||||||||
Derivative Litigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Gain Related to Litigation Settlement | 9,300,000 | 1,700,000 | 3,500,000 | ||||||
Litigation Settlement, Gross | 2,900,000,000 | ||||||||
Net Recoveries, Percentage Owed to Federal Plaintiffs | 25.00% | ||||||||
Net Recoveries, Percentage Owed to Derivative Litigation Attorneys | 35.00% | ||||||||
Litigation Settlement, Expense | 3,300,000 | 700,000 | 1,400,000 | ||||||
Litigation, General Medicine [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Long-term Purchase Commitment, Time Period | 3 years | ||||||||
Consent Judgment Awarded to Plaintiff | 376,000,000 | ||||||||
Annual Percentage Rate | 10.00% | ||||||||
Loss Contingency, Litigation Settlement, Consideration | $300,000 | ||||||||
HHS-OIG Investigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of hospitals that received subpoenas | 7 | 4 | |||||||
Number of patient medical records requested for each hospital in subpoenas | 100 | ||||||||
Number of hospitals that received supplemental subpoenas | 2 | ||||||||
Number of additional patient medical records requested | 70 | ||||||||
Compliance Threshold Under Health Care Act | 60.00% |
Quarterly_Data_Unaudited_Table1
Quarterly Data (Unaudited) Tables 1 - 2 (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Data | |||||||||||
Net operating revenues | $613.40 | $596.90 | $604.40 | $591.20 | $572.10 | $564 | $564.50 | $572.60 | $2,405.90 | $2,273.20 | $2,161.90 |
Operating earnings | 96.5 | 100.7 | 115.4 | 105.8 | 106.9 | 119 | 101.1 | 108.7 | 418.4 | 435.7 | |
Provision for income tax expense (benefit) | 19.3 | 22.1 | 36.5 | 32.8 | 30.5 | 35.2 | -86.5 | 33.5 | 110.7 | 12.7 | 108.6 |
Income from continuing operations | 54.8 | 65.7 | 94.1 | 61.6 | 64.1 | 73.2 | 178.9 | 66.3 | 276.2 | 382.5 | 231.4 |
(Loss) income from discontinued operations, net of tax | 2.7 | -0.9 | 3.8 | -0.1 | 0.1 | -0.9 | 0.1 | -0.4 | 5.5 | -1.1 | 4.5 |
Net income | 57.5 | 64.8 | 97.9 | 61.5 | 64.2 | 72.3 | 179 | 65.9 | 281.7 | 381.4 | 235.9 |
Less: Net income attributable to noncontrolling interests | -15.4 | -14.7 | -14.8 | -14.8 | -15.3 | -14.1 | -13.8 | -14.6 | -59.7 | -57.8 | -50.9 |
Net income attributable to HealthSouth | $42.10 | $50.10 | $83.10 | $46.70 | $48.90 | $58.20 | $165.20 | $51.30 | $222 | $323.60 | $185 |
Basic earnings (loss) per share attributable to HealthSouth common shareholders: | |||||||||||
Continuing operations | $0.43 | $0.56 | $0.89 | $0.51 | ($0.31) | $0.61 | $1.82 | $0.48 | $2.40 | $2.59 | $1.62 |
Discontinued operations | $0.03 | ($0.01) | $0.04 | $0 | $0 | ($0.01) | $0 | $0 | $0.06 | ($0.01) | $0.05 |
Net income | $0.46 | $0.55 | $0.93 | $0.51 | ($0.31) | $0.60 | $1.82 | $0.48 | $2.46 | $2.58 | $1.67 |
Diluted earnings (loss) per share attributable to HealthSouth common shareholders: | |||||||||||
Continuing operations | $0.41 | $0.53 | $0.81 | $0.48 | ($0.31) | $0.59 | $1.66 | $0.48 | $2.24 | $2.59 | $1.62 |
Discontinued operations | $0.03 | ($0.01) | $0.04 | $0 | $0 | ($0.01) | $0 | $0 | $0.05 | ($0.01) | $0.05 |
Net income | $0.44 | $0.52 | $0.85 | $0.48 | ($0.31) | $0.58 | $1.66 | $0.48 | $2.29 | $2.58 | $1.67 |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Information Tables 1 - 5 (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2014 | Dec. 31, 2011 |
Condensed Consolidating Statements of Operations | |||||||||||||
Net operating revenues | $613.40 | $596.90 | $604.40 | $591.20 | $572.10 | $564 | $564.50 | $572.60 | $2,405.90 | $2,273.20 | $2,161.90 | ||
Less: Provision for doubtful accounts | -31.6 | -26 | -27 | ||||||||||
Net operating revenues less provision for doubtful accounts | 2,374.30 | 2,247.20 | 2,134.90 | ||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | 1,161.70 | 1,089.70 | 1,050.20 | ||||||||||
Other operating expenses | 351.6 | 323 | 303.8 | ||||||||||
Occupancy costs | 41.6 | 47 | 48.6 | ||||||||||
Supplies | 111.9 | 105.4 | 102.4 | ||||||||||
General and administrative expenses | 124.8 | 119.1 | 117.9 | ||||||||||
Depreciation and amortization | 107.7 | 94.7 | 82.5 | ||||||||||
Government, class action, and related settlements | -1.7 | -23.5 | -3.5 | ||||||||||
Professional fees-accounting, tax, and legal | 9.3 | 9.5 | 16.1 | ||||||||||
Total operating expenses | 1,906.90 | 1,764.90 | 1,718 | ||||||||||
Loss on early extinguishment of debt | 13.2 | 2.4 | 4 | ||||||||||
Interest expense and amortization of debt discounts and fees | 109.2 | 100.4 | 94.1 | ||||||||||
Other income | -31.2 | -4.5 | -8.5 | ||||||||||
Equity in net income of nonconsolidated affiliates | -10.7 | -11.2 | -12.7 | ||||||||||
Equity in net income of consolidated affiliates | 0 | 0 | 0 | ||||||||||
Management fees | 0 | 0 | 0 | ||||||||||
Income from continuing operations before income tax expense | 386.9 | 395.2 | 340 | ||||||||||
Provision for income tax expense (benefit) | 19.3 | 22.1 | 36.5 | 32.8 | 30.5 | 35.2 | -86.5 | 33.5 | 110.7 | 12.7 | 108.6 | ||
Income from continuing operations | 54.8 | 65.7 | 94.1 | 61.6 | 64.1 | 73.2 | 178.9 | 66.3 | 276.2 | 382.5 | 231.4 | ||
Income (loss) from discontinued operations, net of tax | 2.7 | -0.9 | 3.8 | -0.1 | 0.1 | -0.9 | 0.1 | -0.4 | 5.5 | -1.1 | 4.5 | ||
Net income | 57.5 | 64.8 | 97.9 | 61.5 | 64.2 | 72.3 | 179 | 65.9 | 281.7 | 381.4 | 235.9 | ||
Less: Net income attributable to noncontrolling interests | -15.4 | -14.7 | -14.8 | -14.8 | -15.3 | -14.1 | -13.8 | -14.6 | -59.7 | -57.8 | -50.9 | ||
Net income attributable to HealthSouth | 42.1 | 50.1 | 83.1 | 46.7 | 48.9 | 58.2 | 165.2 | 51.3 | 222 | 323.6 | 185 | ||
Comprehensive income | 281.3 | 379.9 | 237.5 | ||||||||||
Comprehensive income attributable to HealthSouth | 221.6 | 322.1 | 186.6 | ||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 66.7 | 64.5 | 66.7 | 64.5 | 132.8 | 30.1 | |||||||
Restricted Cash | 45.6 | 52.4 | 45.6 | 52.4 | |||||||||
Accounts receivable, net | 323.2 | 261.8 | 323.2 | 261.8 | |||||||||
Deferred income tax assets | 188.4 | 139 | 188.4 | 139 | |||||||||
Prepaid expenses and other current assets | 62.7 | 62.7 | 62.7 | 62.7 | |||||||||
Total current assets | 686.6 | 580.4 | 686.6 | 580.4 | |||||||||
Property and equipment, net | 1,019.70 | 910.5 | 1,019.70 | 910.5 | |||||||||
Goodwill | 1,084 | 456.9 | 1,084 | 456.9 | 437.3 | 34.6 | 421.7 | ||||||
Intangible assets, net | 306.1 | 88.2 | 306.1 | 88.2 | |||||||||
Deferred income tax assets | 129.4 | 354.3 | 129.4 | 354.3 | |||||||||
Other long-term assets | 183 | 144.1 | 183 | 144.1 | |||||||||
Intercompany receivable | 0 | 0 | 0 | 0 | |||||||||
Total assets | 3,408.80 | 2,534.40 | 3,408.80 | 2,534.40 | |||||||||
Current liabilities: | |||||||||||||
Current portion of long-term debt | 20.8 | 12.3 | 20.8 | 12.3 | |||||||||
Accounts payable | 53.4 | 61.9 | 53.4 | 61.9 | |||||||||
Accrued payroll | 123.3 | 90.8 | 123.3 | 90.8 | |||||||||
Accrued interest payable | 21.2 | 23.8 | 21.2 | 23.8 | |||||||||
Other current liabilities | 145.6 | 122.8 | 145.6 | 122.8 | |||||||||
Total current liabilities | 364.3 | 311.6 | 364.3 | 311.6 | |||||||||
Long-term debt, net of current portion | 2,110.80 | 1,505.20 | 2,110.80 | 1,505.20 | |||||||||
Self-insured risks | 98.7 | 98.2 | 98.7 | 98.2 | |||||||||
Other long-term liabilities | 37.6 | 44 | 37.6 | 44 | |||||||||
Intercompany payable | 0 | 0 | 0 | 0 | |||||||||
Total liabilities | 2,611.40 | 1,959 | 2,611.40 | 1,959 | |||||||||
Commitments and contingencies | |||||||||||||
Convertible perpetual preferred stock | 93.2 | 93.2 | 93.2 | 93.2 | |||||||||
Redeemable noncontrolling interests | 84.7 | 13.5 | 84.7 | 13.5 | |||||||||
Shareholders' equity | |||||||||||||
HealthSouth shareholders' equity | 473.2 | 344.6 | 473.2 | 344.6 | |||||||||
Noncontrolling interests | 146.3 | 124.1 | 146.3 | 124.1 | |||||||||
Total shareholders' equity | 619.5 | 468.7 | 619.5 | 468.7 | 403.5 | 201 | |||||||
Total liabilities and shareholders' equity | 3,408.80 | 2,534.40 | 3,408.80 | 2,534.40 | |||||||||
HealthSouth Corporation | |||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||
Net operating revenues | 16.1 | 12.2 | 9 | ||||||||||
Less: Provision for doubtful accounts | 0 | 0 | -0.3 | ||||||||||
Net operating revenues less provision for doubtful accounts | 16.1 | 12.2 | 8.7 | ||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | 22.3 | 12.1 | 19.8 | ||||||||||
Other operating expenses | 21.6 | 10.8 | 10.6 | ||||||||||
Occupancy costs | 4.2 | 4.1 | 4.1 | ||||||||||
Supplies | 0 | 0 | 0.1 | ||||||||||
General and administrative expenses | 124.8 | 119.1 | 117.9 | ||||||||||
Depreciation and amortization | 9.7 | 8.8 | 8.6 | ||||||||||
Government, class action, and related settlements | -1.7 | -23.5 | -3.5 | ||||||||||
Professional fees-accounting, tax, and legal | 9.3 | 9.5 | 16.1 | ||||||||||
Total operating expenses | 190.2 | 140.9 | 173.7 | ||||||||||
Loss on early extinguishment of debt | 13.2 | 2.4 | 4 | ||||||||||
Interest expense and amortization of debt discounts and fees | 99.8 | 90.4 | 85.1 | ||||||||||
Other income | -0.7 | -1 | -1.2 | ||||||||||
Equity in net income of nonconsolidated affiliates | 0 | -3.6 | -4.3 | ||||||||||
Equity in net income of consolidated affiliates | -314 | -268 | -258.6 | ||||||||||
Management fees | -107.9 | -102.3 | -97.8 | ||||||||||
Income from continuing operations before income tax expense | 135.5 | 153.4 | 107.8 | ||||||||||
Provision for income tax expense (benefit) | -80.8 | -169 | -75.9 | ||||||||||
Income from continuing operations | 216.3 | 322.4 | 183.7 | ||||||||||
Income (loss) from discontinued operations, net of tax | 5.7 | 1.2 | 1.3 | ||||||||||
Net income | 222 | 323.6 | 185 | ||||||||||
Less: Net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||
Net income attributable to HealthSouth | 222 | 323.6 | 185 | ||||||||||
Comprehensive income | 221.6 | 322.1 | 186.6 | ||||||||||
Comprehensive income attributable to HealthSouth | 221.6 | 322.1 | 186.6 | ||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 41.9 | 60.5 | 41.9 | 60.5 | 131.3 | 26 | |||||||
Restricted Cash | 0 | 1 | 0 | 1 | |||||||||
Accounts receivable, net | 0 | 0 | 0 | 0 | |||||||||
Deferred income tax assets | 125 | 85.5 | 125 | 85.5 | |||||||||
Prepaid expenses and other current assets | 30.9 | 36 | 30.9 | 36 | |||||||||
Total current assets | 197.8 | 183 | 197.8 | 183 | |||||||||
Property and equipment, net | 16.1 | 16.3 | 16.1 | 16.3 | |||||||||
Goodwill | 0 | 0 | 0 | 0 | |||||||||
Intangible assets, net | 11.3 | 18.1 | 11.3 | 18.1 | |||||||||
Deferred income tax assets | 163.3 | 288.8 | 163.3 | 288.8 | |||||||||
Other long-term assets | 461.3 | 64.6 | 461.3 | 64.6 | |||||||||
Intercompany receivable | 1,898.70 | 1,438.80 | 1,898.70 | 1,438.80 | |||||||||
Total assets | 2,748.50 | 2,009.60 | 2,748.50 | 2,009.60 | |||||||||
Current liabilities: | |||||||||||||
Current portion of long-term debt | 27.9 | 19.4 | 27.9 | 19.4 | |||||||||
Accounts payable | 9.3 | 15.1 | 9.3 | 15.1 | |||||||||
Accrued payroll | 17.5 | 23.1 | 17.5 | 23.1 | |||||||||
Accrued interest payable | 19.2 | 22.9 | 19.2 | 22.9 | |||||||||
Other current liabilities | 70.4 | 65.1 | 70.4 | 65.1 | |||||||||
Total current liabilities | 144.3 | 145.6 | 144.3 | 145.6 | |||||||||
Long-term debt, net of current portion | 1,993.70 | 1,381.70 | 1,993.70 | 1,381.70 | |||||||||
Self-insured risks | 22.9 | 23.2 | 22.9 | 23.2 | |||||||||
Other long-term liabilities | 21.2 | 21.3 | 21.2 | 21.3 | |||||||||
Intercompany payable | 0 | 0 | 0 | 0 | |||||||||
Total liabilities | 2,182.10 | 1,571.80 | 2,182.10 | 1,571.80 | |||||||||
Commitments and contingencies | |||||||||||||
Convertible perpetual preferred stock | 93.2 | 93.2 | 93.2 | 93.2 | |||||||||
Redeemable noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Shareholders' equity | |||||||||||||
HealthSouth shareholders' equity | 473.2 | 344.6 | 473.2 | 344.6 | |||||||||
Noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Total shareholders' equity | 473.2 | 344.6 | 473.2 | 344.6 | |||||||||
Total liabilities and shareholders' equity | 2,748.50 | 2,009.60 | 2,748.50 | 2,009.60 | |||||||||
Guarantor Subsidiaries | |||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||
Net operating revenues | 1,719.10 | 1,622.40 | 1,562.80 | ||||||||||
Less: Provision for doubtful accounts | -22.3 | -18.3 | -18 | ||||||||||
Net operating revenues less provision for doubtful accounts | 1,696.80 | 1,604.10 | 1,544.80 | ||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | 795.7 | 757.7 | 735.4 | ||||||||||
Other operating expenses | 246.7 | 238.5 | 224.8 | ||||||||||
Occupancy costs | 58.2 | 48.3 | 44.5 | ||||||||||
Supplies | 78.6 | 73.8 | 73.3 | ||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||
Depreciation and amortization | 71.9 | 65.1 | 57.1 | ||||||||||
Government, class action, and related settlements | 0 | 0 | 0 | ||||||||||
Professional fees-accounting, tax, and legal | 0 | 0 | 0 | ||||||||||
Total operating expenses | 1,251.10 | 1,183.40 | 1,135.10 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||||
Interest expense and amortization of debt discounts and fees | 7.8 | 8.1 | 7.5 | ||||||||||
Other income | -28.5 | -1.2 | -5 | ||||||||||
Equity in net income of nonconsolidated affiliates | -10.7 | -7.5 | -8.4 | ||||||||||
Equity in net income of consolidated affiliates | -30.6 | -20.6 | -21.5 | ||||||||||
Management fees | 82.2 | 78.6 | 75.8 | ||||||||||
Income from continuing operations before income tax expense | 425.5 | 363.3 | 361.3 | ||||||||||
Provision for income tax expense (benefit) | 148 | 134.4 | 146.2 | ||||||||||
Income from continuing operations | 277.5 | 228.9 | 215.1 | ||||||||||
Income (loss) from discontinued operations, net of tax | 0 | -0.8 | 1.3 | ||||||||||
Net income | 277.5 | 228.1 | 216.4 | ||||||||||
Less: Net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||
Net income attributable to HealthSouth | 277.5 | 228.1 | 216.4 | ||||||||||
Comprehensive income | 277.5 | 228.1 | 216.4 | ||||||||||
Comprehensive income attributable to HealthSouth | 277.5 | 228.1 | 216.4 | ||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 1.5 | 2.3 | 1.5 | 2.3 | 0.3 | 1.3 | |||||||
Restricted Cash | 0 | 0 | 0 | 0 | |||||||||
Accounts receivable, net | 202.6 | 184.7 | 202.6 | 184.7 | |||||||||
Deferred income tax assets | 39.8 | 34.5 | 39.8 | 34.5 | |||||||||
Prepaid expenses and other current assets | 15.1 | 15.8 | 15.1 | 15.8 | |||||||||
Total current assets | 259 | 237.3 | 259 | 237.3 | |||||||||
Property and equipment, net | 752 | 698.5 | 752 | 698.5 | |||||||||
Goodwill | 279.6 | 279.6 | 279.6 | 279.6 | |||||||||
Intangible assets, net | 50.6 | 49.6 | 50.6 | 49.6 | |||||||||
Deferred income tax assets | 17.5 | 24.5 | 17.5 | 24.5 | |||||||||
Other long-term assets | 42.5 | 27.1 | 42.5 | 27.1 | |||||||||
Intercompany receivable | 0 | 0 | 0 | 0 | |||||||||
Total assets | 1,401.20 | 1,316.60 | 1,401.20 | 1,316.60 | |||||||||
Current liabilities: | |||||||||||||
Current portion of long-term debt | 4.2 | 3.8 | 4.2 | 3.8 | |||||||||
Accounts payable | 29.5 | 32.6 | 29.5 | 32.6 | |||||||||
Accrued payroll | 55.6 | 47.8 | 55.6 | 47.8 | |||||||||
Accrued interest payable | 1.8 | 0.8 | 1.8 | 0.8 | |||||||||
Other current liabilities | 15.2 | 18.6 | 15.2 | 18.6 | |||||||||
Total current liabilities | 106.3 | 103.6 | 106.3 | 103.6 | |||||||||
Long-term debt, net of current portion | 83.9 | 88.1 | 83.9 | 88.1 | |||||||||
Self-insured risks | 0 | 0 | 0 | 0 | |||||||||
Other long-term liabilities | 12.7 | 17.4 | 12.7 | 17.4 | |||||||||
Intercompany payable | 368.7 | 299.2 | 368.7 | 299.2 | |||||||||
Total liabilities | 571.6 | 508.3 | 571.6 | 508.3 | |||||||||
Commitments and contingencies | |||||||||||||
Convertible perpetual preferred stock | 0 | 0 | 0 | 0 | |||||||||
Redeemable noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Shareholders' equity | |||||||||||||
HealthSouth shareholders' equity | 829.6 | 808.3 | 829.6 | 808.3 | |||||||||
Noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Total shareholders' equity | 829.6 | 808.3 | 829.6 | 808.3 | |||||||||
Total liabilities and shareholders' equity | 1,401.20 | 1,316.60 | 1,401.20 | 1,316.60 | |||||||||
Non-Guarantor Subsidiaries | |||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||
Net operating revenues | 761.1 | 709.8 | 649.3 | ||||||||||
Less: Provision for doubtful accounts | -9.3 | -7.7 | -8.7 | ||||||||||
Net operating revenues less provision for doubtful accounts | 751.8 | 702.1 | 640.6 | ||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | 358.8 | 334.4 | 308.6 | ||||||||||
Other operating expenses | 120.1 | 107.5 | 97.4 | ||||||||||
Occupancy costs | 17.7 | 17.5 | 16.6 | ||||||||||
Supplies | 33.3 | 31.6 | 29 | ||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||
Depreciation and amortization | 26.1 | 20.8 | 16.8 | ||||||||||
Government, class action, and related settlements | 0 | 0 | 0 | ||||||||||
Professional fees-accounting, tax, and legal | 0 | 0 | 0 | ||||||||||
Total operating expenses | 556 | 511.8 | 468.4 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||||
Interest expense and amortization of debt discounts and fees | 2.8 | 3.1 | 2.6 | ||||||||||
Other income | -3.2 | -3.5 | -3.4 | ||||||||||
Equity in net income of nonconsolidated affiliates | 0 | -0.1 | 0 | ||||||||||
Equity in net income of consolidated affiliates | 0 | 0 | 0 | ||||||||||
Management fees | 25.7 | 23.7 | 22 | ||||||||||
Income from continuing operations before income tax expense | 170.5 | 167.1 | 151 | ||||||||||
Provision for income tax expense (benefit) | 43.5 | 47.3 | 38.3 | ||||||||||
Income from continuing operations | 127 | 119.8 | 112.7 | ||||||||||
Income (loss) from discontinued operations, net of tax | -0.2 | -1.5 | 1.9 | ||||||||||
Net income | 126.8 | 118.3 | 114.6 | ||||||||||
Less: Net income attributable to noncontrolling interests | -59.7 | -57.8 | -50.9 | ||||||||||
Net income attributable to HealthSouth | 67.1 | 60.5 | 63.7 | ||||||||||
Comprehensive income | 126.8 | 118.3 | 114.6 | ||||||||||
Comprehensive income attributable to HealthSouth | 67.1 | 60.5 | 63.7 | ||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 23.3 | 1.7 | 23.3 | 1.7 | 1.2 | 2.8 | |||||||
Restricted Cash | 45.6 | 51.4 | 45.6 | 51.4 | |||||||||
Accounts receivable, net | 120.6 | 77.1 | 120.6 | 77.1 | |||||||||
Deferred income tax assets | 23.6 | 19 | 23.6 | 19 | |||||||||
Prepaid expenses and other current assets | 35.5 | 29.4 | 35.5 | 29.4 | |||||||||
Total current assets | 248.6 | 178.6 | 248.6 | 178.6 | |||||||||
Property and equipment, net | 251.6 | 195.7 | 251.6 | 195.7 | |||||||||
Goodwill | 804.4 | 177.3 | 804.4 | 177.3 | |||||||||
Intangible assets, net | 244.2 | 20.5 | 244.2 | 20.5 | |||||||||
Deferred income tax assets | -51.4 | 41 | -51.4 | 41 | |||||||||
Other long-term assets | 64.3 | 52.4 | 64.3 | 52.4 | |||||||||
Intercompany receivable | 0 | 0 | 0 | 0 | |||||||||
Total assets | 1,561.70 | 665.5 | 1,561.70 | 665.5 | |||||||||
Current liabilities: | |||||||||||||
Current portion of long-term debt | 6.2 | 6.6 | 6.2 | 6.6 | |||||||||
Accounts payable | 14.6 | 14.2 | 14.6 | 14.2 | |||||||||
Accrued payroll | 50.2 | 19.9 | 50.2 | 19.9 | |||||||||
Accrued interest payable | 0.2 | 0.1 | 0.2 | 0.1 | |||||||||
Other current liabilities | 61.3 | 40.1 | 61.3 | 40.1 | |||||||||
Total current liabilities | 132.5 | 80.9 | 132.5 | 80.9 | |||||||||
Long-term debt, net of current portion | 418.3 | 35.4 | 418.3 | 35.4 | |||||||||
Self-insured risks | 75.8 | 75 | 75.8 | 75 | |||||||||
Other long-term liabilities | 3.7 | 5.3 | 3.7 | 5.3 | |||||||||
Intercompany payable | 195.5 | 228.9 | 195.5 | 228.9 | |||||||||
Total liabilities | 825.8 | 425.5 | 825.8 | 425.5 | |||||||||
Commitments and contingencies | |||||||||||||
Convertible perpetual preferred stock | 0 | 0 | 0 | 0 | |||||||||
Redeemable noncontrolling interests | 84.7 | 13.5 | 84.7 | 13.5 | |||||||||
Shareholders' equity | |||||||||||||
HealthSouth shareholders' equity | 504.9 | 102.4 | 504.9 | 102.4 | |||||||||
Noncontrolling interests | 146.3 | 124.1 | 146.3 | 124.1 | |||||||||
Total shareholders' equity | 651.2 | 226.5 | 651.2 | 226.5 | |||||||||
Total liabilities and shareholders' equity | 1,561.70 | 665.5 | 1,561.70 | 665.5 | |||||||||
Eliminating Entries | |||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||
Net operating revenues | -90.4 | -71.2 | -59.2 | ||||||||||
Less: Provision for doubtful accounts | 0 | 0 | 0 | ||||||||||
Net operating revenues less provision for doubtful accounts | -90.4 | -71.2 | -59.2 | ||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | -15.1 | -14.5 | -13.6 | ||||||||||
Other operating expenses | -36.8 | -33.8 | -29 | ||||||||||
Occupancy costs | -38.5 | -22.9 | -16.6 | ||||||||||
Supplies | 0 | 0 | 0 | ||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||
Government, class action, and related settlements | 0 | 0 | 0 | ||||||||||
Professional fees-accounting, tax, and legal | 0 | 0 | 0 | ||||||||||
Total operating expenses | -90.4 | -71.2 | -59.2 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||||
Interest expense and amortization of debt discounts and fees | -1.2 | -1.2 | -1.1 | ||||||||||
Other income | 1.2 | 1.2 | 1.1 | ||||||||||
Equity in net income of nonconsolidated affiliates | 0 | 0 | 0 | ||||||||||
Equity in net income of consolidated affiliates | 344.6 | 288.6 | 280.1 | ||||||||||
Management fees | 0 | 0 | 0 | ||||||||||
Income from continuing operations before income tax expense | -344.6 | -288.6 | -280.1 | ||||||||||
Provision for income tax expense (benefit) | 0 | 0 | 0 | ||||||||||
Income from continuing operations | -344.6 | -288.6 | -280.1 | ||||||||||
Income (loss) from discontinued operations, net of tax | 0 | 0 | 0 | ||||||||||
Net income | -344.6 | -288.6 | -280.1 | ||||||||||
Less: Net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||
Net income attributable to HealthSouth | -344.6 | -288.6 | -280.1 | ||||||||||
Comprehensive income | -344.6 | -288.6 | -280.1 | ||||||||||
Comprehensive income attributable to HealthSouth | -344.6 | -288.6 | -280.1 | ||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Restricted Cash | 0 | 0 | 0 | 0 | |||||||||
Accounts receivable, net | 0 | 0 | 0 | 0 | |||||||||
Deferred income tax assets | 0 | 0 | 0 | 0 | |||||||||
Prepaid expenses and other current assets | -18.8 | -18.5 | -18.8 | -18.5 | |||||||||
Total current assets | -18.8 | -18.5 | -18.8 | -18.5 | |||||||||
Property and equipment, net | 0 | 0 | 0 | 0 | |||||||||
Goodwill | 0 | 0 | 0 | 0 | |||||||||
Intangible assets, net | 0 | 0 | 0 | 0 | |||||||||
Deferred income tax assets | 0 | 0 | 0 | 0 | |||||||||
Other long-term assets | -385.1 | 0 | -385.1 | 0 | |||||||||
Intercompany receivable | -1,898.70 | -1,438.80 | -1,898.70 | -1,438.80 | |||||||||
Total assets | -2,302.60 | -1,457.30 | -2,302.60 | -1,457.30 | |||||||||
Current liabilities: | |||||||||||||
Current portion of long-term debt | -17.5 | -17.5 | -17.5 | -17.5 | |||||||||
Accounts payable | 0 | 0 | 0 | 0 | |||||||||
Accrued payroll | 0 | 0 | 0 | 0 | |||||||||
Accrued interest payable | 0 | 0 | 0 | 0 | |||||||||
Other current liabilities | -1.3 | -1 | -1.3 | -1 | |||||||||
Total current liabilities | -18.8 | -18.5 | -18.8 | -18.5 | |||||||||
Long-term debt, net of current portion | -385.1 | 0 | -385.1 | 0 | |||||||||
Self-insured risks | 0 | 0 | 0 | 0 | |||||||||
Other long-term liabilities | 0 | 0 | 0 | 0 | |||||||||
Intercompany payable | -564.2 | -528.1 | -564.2 | -528.1 | |||||||||
Total liabilities | -968.1 | -546.6 | -968.1 | -546.6 | |||||||||
Commitments and contingencies | |||||||||||||
Convertible perpetual preferred stock | 0 | 0 | 0 | 0 | |||||||||
Redeemable noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Shareholders' equity | |||||||||||||
HealthSouth shareholders' equity | -1,334.50 | -910.7 | -1,334.50 | -910.7 | |||||||||
Noncontrolling interests | 0 | 0 | 0 | 0 | |||||||||
Total shareholders' equity | -1,334.50 | -910.7 | -1,334.50 | -910.7 | |||||||||
Total liabilities and shareholders' equity | ($2,302.60) | ($1,457.30) | ($2,302.60) | ($1,457.30) |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Information Tables 6 - 8 (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Jan. 16, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Cash Flows [Abstract] | ||||||
Net cash provided by operating activities | $444.90 | $470.30 | $411.50 | |||
Cash flows from investing activities: | ||||||
Acquisition of businesses, net of cash acquired | -694.8 | -28.9 | -3.1 | |||
Purchases of property and equipment | -170.9 | -195.2 | -140.8 | |||
Capitalized software costs | -17 | -21.3 | -18.9 | |||
Proceeds from sale of restricted investments | 0.3 | 16.9 | 0.3 | |||
Proceeds from sale of Digital Hospital | 10.8 | 0 | 10.8 | 0 | ||
Purchase of restricted investments | -3.5 | -9.2 | -9.1 | |||
Net change in restricted cash | 6.8 | -3.1 | -14 | |||
Other | 2.2 | 0.5 | -0.9 | |||
Net cash provided by investing activities of discontinued operations | 0 | 3.3 | 7.7 | |||
Net cash used in investing activities | -876.9 | -226.2 | -178.8 | |||
Cash flows from financing activities: | ||||||
Principal borrowings on term loan facilities | 450 | 0 | 0 | |||
Proceeds from bond issuance | 175 | 0 | 275 | |||
Principal payments on debt, including pre-payments | -302.6 | -62.5 | -166.2 | |||
Principal borrowings on notes | 0 | 15.2 | 0 | |||
Borrowings on revolving credit facility | 440 | 197 | 135 | |||
Payments on revolving credit facility | -160 | -152 | -245 | |||
Principal payments under capital lease obligations | -6.1 | -10.1 | -12.1 | |||
Repurchase of common stock, including fees and expenses | -43.1 | -234.1 | 0 | |||
Repurchases of convertible perpetual preferred stock, including fees | 0 | -2.8 | -46 | |||
Dividends paid on common stock | -65.8 | -15.7 | 0 | |||
Dividends paid on convertible perpetual preferred stock | -6.3 | -23 | -24.6 | |||
Distributions paid to noncontrolling interests of consolidated affiliates | -54.1 | -46.3 | -49.3 | |||
Contributions from consolidated affiliates | 0 | 1.6 | 10.5 | |||
Proceeds from exercising stock warrants | 6.3 | 6.3 | 15.3 | 0 | ||
Other | 0.9 | 5 | -7.3 | |||
Change in intercompany advances | 0 | 0 | 0 | |||
Net cash provided by (used in) financing activities | 434.2 | -312.4 | -130 | |||
Increase (decrease) in cash and cash equivalents | 2.2 | -68.3 | 102.7 | |||
Cash and cash equivalents at end of year | 66.7 | 64.5 | 132.8 | 30.1 | ||
Supplemental schedule of noncash financing activities: [Abstract] | ||||||
Convertible debt issued | 0 | 320 | 0 | |||
Repurchase of preferred stock | 0 | -320 | 0 | |||
Equity rollover from Encompass management | 64.5 | 0 | 0 | |||
Condensed Consolidating Financial Information (Textual) (Abstract) | ||||||
HealthSouth ownership percentage of subsidiary guarantors | 100.00% | |||||
Senior secured leverage ratio maximum | 1.75 | |||||
Consolidated coverage ratio minimum | 2 | |||||
HealthSouth Corporation | ||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||
Net cash provided by operating activities | 21.9 | 113.2 | 31.3 | |||
Cash flows from investing activities: | ||||||
Acquisition of businesses, net of cash acquired | -674.6 | 0 | 0 | |||
Purchases of property and equipment | -15.6 | -2.8 | -4.8 | |||
Capitalized software costs | -8.6 | -6 | -8.5 | |||
Proceeds from sale of restricted investments | 0 | 0 | 0 | |||
Proceeds from sale of Digital Hospital | 10.8 | |||||
Purchase of restricted investments | 0 | 0 | 0 | |||
Net change in restricted cash | 1 | -0.2 | -0.1 | |||
Other | 0 | 0 | -0.3 | |||
Net cash provided by investing activities of discontinued operations | 0 | 4.4 | ||||
Net cash used in investing activities | -697.8 | 1.8 | -9.3 | |||
Cash flows from financing activities: | ||||||
Principal borrowings on term loan facilities | 450 | |||||
Proceeds from bond issuance | 175 | 275 | ||||
Principal payments on debt, including pre-payments | -298 | -59.5 | -164.9 | |||
Principal borrowings on notes | 0 | |||||
Borrowings on revolving credit facility | 440 | 197 | 135 | |||
Payments on revolving credit facility | -160 | -152 | -245 | |||
Principal payments under capital lease obligations | -0.3 | -0.3 | -0.3 | |||
Repurchase of common stock, including fees and expenses | -43.1 | -234.1 | ||||
Repurchases of convertible perpetual preferred stock, including fees | -2.8 | -46 | ||||
Dividends paid on common stock | -65.8 | -15.7 | ||||
Dividends paid on convertible perpetual preferred stock | -6.3 | -23 | -24.6 | |||
Distributions paid to noncontrolling interests of consolidated affiliates | 0 | 0 | 0 | |||
Contributions from consolidated affiliates | 0 | 0 | ||||
Proceeds from exercising stock warrants | 6.3 | 15.3 | ||||
Other | 0.9 | 5 | 0.2 | |||
Change in intercompany advances | 158.6 | 84.3 | 153.9 | |||
Net cash provided by (used in) financing activities | 657.3 | -185.8 | 83.3 | |||
Increase (decrease) in cash and cash equivalents | -18.6 | -70.8 | 105.3 | |||
Cash and cash equivalents at end of year | 41.9 | 60.5 | 131.3 | 26 | ||
Supplemental schedule of noncash financing activities: [Abstract] | ||||||
Convertible debt issued | 320 | |||||
Repurchase of preferred stock | -320 | |||||
Equity rollover from Encompass management | 0 | |||||
Guarantor Subsidiaries | ||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||
Net cash provided by operating activities | 260.1 | 235.7 | 252.4 | |||
Cash flows from investing activities: | ||||||
Acquisition of businesses, net of cash acquired | 0 | -28.9 | -3.1 | |||
Purchases of property and equipment | -124 | -167.9 | -98.4 | |||
Capitalized software costs | -1.4 | -11.1 | -7.2 | |||
Proceeds from sale of restricted investments | 0 | 0 | 0 | |||
Proceeds from sale of Digital Hospital | 0 | |||||
Purchase of restricted investments | 0 | 0 | 0 | |||
Net change in restricted cash | 0 | 0 | 0 | |||
Other | -0.7 | 0.9 | -0.8 | |||
Net cash provided by investing activities of discontinued operations | 3.1 | 3.3 | ||||
Net cash used in investing activities | -126.1 | -203.9 | -106.2 | |||
Cash flows from financing activities: | ||||||
Principal borrowings on term loan facilities | 0 | |||||
Proceeds from bond issuance | 0 | 0 | ||||
Principal payments on debt, including pre-payments | -1.5 | -1.3 | -1.3 | |||
Principal borrowings on notes | 0 | |||||
Borrowings on revolving credit facility | 0 | 0 | 0 | |||
Payments on revolving credit facility | 0 | 0 | 0 | |||
Principal payments under capital lease obligations | -2.5 | -6.3 | -8.9 | |||
Repurchase of common stock, including fees and expenses | 0 | 0 | ||||
Repurchases of convertible perpetual preferred stock, including fees | 0 | 0 | ||||
Dividends paid on common stock | 0 | 0 | ||||
Dividends paid on convertible perpetual preferred stock | 0 | 0 | 0 | |||
Distributions paid to noncontrolling interests of consolidated affiliates | 0 | 0 | 0 | |||
Contributions from consolidated affiliates | 0 | 0 | ||||
Proceeds from exercising stock warrants | 0 | 0 | ||||
Other | 0 | 0 | 0 | |||
Change in intercompany advances | -130.8 | -22.2 | -137 | |||
Net cash provided by (used in) financing activities | -134.8 | -29.8 | -147.2 | |||
Increase (decrease) in cash and cash equivalents | -0.8 | 2 | -1 | |||
Cash and cash equivalents at end of year | 1.5 | 2.3 | 0.3 | 1.3 | ||
Supplemental schedule of noncash financing activities: [Abstract] | ||||||
Convertible debt issued | 0 | |||||
Repurchase of preferred stock | 0 | |||||
Equity rollover from Encompass management | 0 | |||||
Non-Guarantor Subsidiaries | ||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||
Net cash provided by operating activities | 162.9 | 121.4 | 127.8 | |||
Cash flows from investing activities: | ||||||
Acquisition of businesses, net of cash acquired | -20.2 | 0 | 0 | |||
Purchases of property and equipment | -31.3 | -24.5 | -37.6 | |||
Capitalized software costs | -7 | -4.2 | -3.2 | |||
Proceeds from sale of restricted investments | 0.3 | 16.9 | 0.3 | |||
Proceeds from sale of Digital Hospital | 0 | |||||
Purchase of restricted investments | -3.5 | -9.2 | -9.1 | |||
Net change in restricted cash | 5.8 | -2.9 | -13.9 | |||
Other | 2.9 | -0.4 | 0.2 | |||
Net cash provided by investing activities of discontinued operations | 0.2 | 0 | ||||
Net cash used in investing activities | -53 | -24.1 | -63.3 | |||
Cash flows from financing activities: | ||||||
Principal borrowings on term loan facilities | 0 | |||||
Proceeds from bond issuance | 0 | 0 | ||||
Principal payments on debt, including pre-payments | -3.1 | -1.7 | 0 | |||
Principal borrowings on notes | 15.2 | |||||
Borrowings on revolving credit facility | 0 | 0 | 0 | |||
Payments on revolving credit facility | 0 | 0 | 0 | |||
Principal payments under capital lease obligations | -3.3 | -3.5 | -2.9 | |||
Repurchase of common stock, including fees and expenses | 0 | 0 | ||||
Repurchases of convertible perpetual preferred stock, including fees | 0 | 0 | ||||
Dividends paid on common stock | 0 | 0 | ||||
Dividends paid on convertible perpetual preferred stock | 0 | 0 | 0 | |||
Distributions paid to noncontrolling interests of consolidated affiliates | -54.1 | -46.3 | -49.3 | |||
Contributions from consolidated affiliates | 1.6 | 10.5 | ||||
Proceeds from exercising stock warrants | 0 | 0 | ||||
Other | 0 | 0 | -7.5 | |||
Change in intercompany advances | -27.8 | -62.1 | -16.9 | |||
Net cash provided by (used in) financing activities | -88.3 | -96.8 | -66.1 | |||
Increase (decrease) in cash and cash equivalents | 21.6 | 0.5 | -1.6 | |||
Cash and cash equivalents at end of year | 23.3 | 1.7 | 1.2 | 2.8 | ||
Supplemental schedule of noncash financing activities: [Abstract] | ||||||
Convertible debt issued | 0 | |||||
Repurchase of preferred stock | 0 | |||||
Equity rollover from Encompass management | 64.5 | |||||
Eliminating Entries | ||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||
Net cash provided by operating activities | 0 | 0 | 0 | |||
Cash flows from investing activities: | ||||||
Acquisition of businesses, net of cash acquired | 0 | 0 | 0 | |||
Purchases of property and equipment | 0 | 0 | 0 | |||
Capitalized software costs | 0 | 0 | 0 | |||
Proceeds from sale of restricted investments | 0 | 0 | 0 | |||
Proceeds from sale of Digital Hospital | 0 | |||||
Purchase of restricted investments | 0 | 0 | 0 | |||
Net change in restricted cash | 0 | 0 | 0 | |||
Other | 0 | 0 | 0 | |||
Net cash provided by investing activities of discontinued operations | 0 | 0 | ||||
Net cash used in investing activities | 0 | 0 | 0 | |||
Cash flows from financing activities: | ||||||
Principal borrowings on term loan facilities | 0 | |||||
Proceeds from bond issuance | 0 | 0 | ||||
Principal payments on debt, including pre-payments | 0 | 0 | 0 | |||
Principal borrowings on notes | 0 | |||||
Borrowings on revolving credit facility | 0 | 0 | 0 | |||
Payments on revolving credit facility | 0 | 0 | 0 | |||
Principal payments under capital lease obligations | 0 | 0 | 0 | |||
Repurchase of common stock, including fees and expenses | 0 | 0 | ||||
Repurchases of convertible perpetual preferred stock, including fees | 0 | 0 | ||||
Dividends paid on common stock | 0 | 0 | ||||
Dividends paid on convertible perpetual preferred stock | 0 | 0 | 0 | |||
Distributions paid to noncontrolling interests of consolidated affiliates | 0 | 0 | 0 | |||
Contributions from consolidated affiliates | 0 | 0 | ||||
Proceeds from exercising stock warrants | 0 | 0 | ||||
Other | 0 | 0 | 0 | |||
Change in intercompany advances | 0 | 0 | 0 | |||
Net cash provided by (used in) financing activities | 0 | 0 | 0 | |||
Increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | |||
Cash and cash equivalents at end of year | 0 | 0 | 0 | 0 | ||
Supplemental schedule of noncash financing activities: [Abstract] | ||||||
Convertible debt issued | 0 | |||||
Repurchase of preferred stock | 0 | |||||
Equity rollover from Encompass management | $0 |