Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | MEDNAX, INC. | |
Entity Central Index Key | 0000893949 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 85,598,299 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | MD | |
Security Exchange Name | NYSE | |
Entity File Number | 001-12111 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 26-3667538 | |
Entity Address, Address Line One | 1301 Concord Terrace | |
Entity Address, City or Town | Sunrise | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33323 | |
City Area Code | 954 | |
Local Phone Number | 384-0175 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 294,512 | $ 107,870 |
Short-term investments | 81,574 | 74,510 |
Accounts receivable, net | 267,125 | 434,266 |
Prepaid expenses | 13,317 | 17,108 |
Income taxes receivable | 22,797 | 0 |
Other current assets | 20,287 | 11,837 |
Assets held for sale | 951,548 | 85,916 |
Total current assets | 1,651,160 | 731,507 |
Property and equipment, net | 78,570 | 72,677 |
Goodwill | 1,480,668 | 1,479,850 |
Intangible assets, net | 27,665 | 28,587 |
Operating lease right-of-useĀ assets | 58,993 | 56,413 |
Deferred income tax assets | 62,950 | 86,644 |
Other assets | 64,820 | 48,643 |
Assets held for sale | 0 | 1,641,580 |
Total assets | 3,424,826 | 4,145,901 |
Current liabilities: | ||
Accounts payable and accrued expenses | 388,517 | 410,637 |
Current portion of finance lease liabilities | 2,440 | 0 |
Current portion of operating lease liabilities | 18,695 | 18,254 |
Income taxes payable | 0 | 6,039 |
Liabilities held for sale | 78,712 | 106,888 |
Total current liabilities | 488,364 | 541,818 |
Long-term debt and finance lease liabilities, net | 1,742,263 | 1,730,238 |
Long-term operating lease liabilities | 40,220 | 44,643 |
Long-term professional liabilities | 242,366 | 204,914 |
Deferred income tax liabilities | 63,630 | 56,468 |
Other liabilities | 42,977 | 22,819 |
Liabilities held for sale | 0 | 46,005 |
Total liabilities | 2,619,820 | 2,646,905 |
Shareholders' equity: | ||
Preferred stock; $.01 par value; 1,000 shares authorized; none issued | 0 | 0 |
Common stock; $.01 par value; 200,000 shares authorized; 85,504 and 84,248 shares issued and outstanding, respectively | 855 | 842 |
Additional paid-in capital | 1,023,974 | 987,942 |
Accumulated other comprehensive income | 1,990 | 78 |
Retained (deficit) earnings | (222,058) | 510,134 |
Total MEDNAX, Inc. shareholders' equity | 804,761 | 1,498,996 |
Noncontrolling interest | 245 | 0 |
Total equity | 805,006 | 1,498,996 |
Total liabilities and equity | $ 3,424,826 | $ 4,145,901 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 85,504,000 | 84,248,000 |
Common stock, shares outstanding | 85,504,000 | 84,248,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 460,635 | $ 454,913 | $ 1,317,321 | $ 1,321,159 | |
Operating expenses: | |||||
Practice salaries and benefits | 309,904 | 301,306 | 909,168 | 880,686 | |
Practice supplies and other operating expenses | 22,440 | 22,581 | 66,455 | 72,688 | |
General and administrative expenses | 66,346 | 63,284 | 194,276 | 185,318 | |
Depreciation and amortization | 7,195 | 6,408 | 20,749 | 18,830 | |
Transformational and restructuring related expenses | 34,291 | 12,766 | 60,846 | 32,025 | |
Total operating expenses | 440,176 | 406,345 | 1,251,494 | 1,189,547 | |
Income from operations | 20,459 | 48,568 | 65,827 | 131,612 | |
Investment and other income | 10,534 | 802 | 13,064 | 2,777 | |
Interest expense | (27,250) | (29,909) | (83,180) | (91,271) | |
Equity in earnings of unconsolidated affiliates | 282 | 786 | 1,081 | 1,753 | |
Total non-operating expenses | (16,434) | (28,321) | (69,035) | (86,741) | |
Income (loss) from continuing operations before income taxes | 4,025 | 20,247 | (3,208) | 44,871 | |
Income tax provision | (6,677) | (7,360) | (10,859) | (12,590) | |
(Loss) income from continuing operations | (2,652) | 12,887 | (14,067) | 32,281 | |
Loss from discontinued operations, net of tax | (38,392) | (1,268,803) | (718,125) | (1,539,314) | |
Net loss | $ (41,044) | $ (1,255,916) | $ (732,192) | $ (1,507,033) | |
(Loss) income from continuing operations: | |||||
Basic | $ (0.03) | $ 0.16 | $ (0.17) | $ 0.39 | |
Diluted | (0.03) | 0.16 | (0.17) | 0.38 | |
Loss from discontinued operations: | |||||
Basic | (0.46) | (15.39) | (8.62) | (18.36) | |
Diluted | (0.46) | (15.31) | (8.62) | (18.26) | |
Net loss: | |||||
Basic | (0.49) | (15.23) | (8.79) | (17.97) | |
Diluted | $ (0.49) | $ (15.15) | $ (8.79) | $ (17.88) | |
Weighted average common shares: | |||||
Basic | 83,862 | 82,441 | 83,260 | 83,846 | |
Diluted | [1] | 83,862 | 82,883 | 83,260 | 84,302 |
[1] | Due to a loss from continuing operations for the three months and nine months ended September 30, 2020, no incremental shares are included because the effect would be antidilutive. |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained (Deficit) Earnings [Member] | |
Balance at Dec. 31, 2018 | $ 3,087,884 | $ 878 | $ 992,647 | $ 2,094,359 | |
Balance, Shares at Dec. 31, 2018 | 87,820 | ||||
Net loss | (242,872) | (242,872) | |||
Unrealized holding gain (loss) on investments, net of tax | (194) | (194) | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 3,542 | $ 1 | 3,541 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 140 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 10 | (10) | |||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 978 | ||||
Forfeitures of restricted stock, shares | (6) | ||||
Stock swaps | (666) | (666) | |||
Stock swaps, shares | (20) | ||||
Stock-based compensation expense | 11,100 | 11,100 | |||
Repurchased common stock | (78,982) | $ (25) | (28,740) | (50,217) | |
Repurchased common stock, shares | (2,525) | ||||
Balance at Mar. 31, 2019 | 2,779,812 | $ 864 | 977,872 | 1,801,076 | |
Balance, Shares at Mar. 31, 2019 | 86,387 | ||||
Balance at Dec. 31, 2018 | 3,087,884 | $ 878 | 992,647 | 2,094,359 | |
Balance, Shares at Dec. 31, 2018 | 87,820 | ||||
Net loss | (1,507,033) | ||||
Balance at Sep. 30, 2019 | 1,479,360 | $ 842 | 977,709 | 500,809 | |
Balance, Shares at Sep. 30, 2019 | 84,185 | ||||
Balance at Mar. 31, 2019 | 2,779,812 | $ 864 | 977,872 | 1,801,076 | |
Balance, Shares at Mar. 31, 2019 | 86,387 | ||||
Net loss | (8,245) | (8,245) | |||
Unrealized holding gain (loss) on investments, net of tax | 232 | 232 | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 3,675 | $ 2 | 3,673 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 155 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 1 | (1) | |||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 123 | ||||
Forfeitures of restricted stock | $ (1) | 1 | |||
Forfeitures of restricted stock, shares | (61) | ||||
Stock-based compensation expense | 15,080 | 15,080 | |||
Repurchased common stock | (65,527) | $ (25) | (29,196) | (36,306) | |
Repurchased common stock, shares | (2,508) | ||||
Balance at Jun. 30, 2019 | 2,725,027 | $ 841 | 967,429 | 1,756,757 | |
Balance, Shares at Jun. 30, 2019 | 84,096 | ||||
Net loss | (1,255,916) | (1,255,916) | |||
Unrealized holding gain (loss) on investments, net of tax | (32) | (32) | |||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 2,606 | $ 1 | 2,605 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 124 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 12 | ||||
Forfeitures of restricted stock, shares | (27) | ||||
Stock-based compensation expense | 8,090 | 8,090 | |||
Repurchased common stock | (415) | (415) | |||
Repurchased common stock, shares | (20) | ||||
Balance at Sep. 30, 2019 | 1,479,360 | $ 842 | 977,709 | 500,809 | |
Balance, Shares at Sep. 30, 2019 | 84,185 | ||||
Balance at Dec. 31, 2019 | 1,498,996 | $ 842 | 987,942 | 510,212 | |
Balance, Shares at Dec. 31, 2019 | 84,248 | ||||
Net loss | (18,712) | (18,712) | |||
Unrealized holding gain (loss) on investments, net of tax | [1] | (213) | (213) | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 1,832 | $ 1 | 1,831 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 78 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 10 | (10) | |||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 968 | ||||
Forfeitures of restricted stock, shares | (19) | ||||
Stock-based compensation expense | 8,035 | 8,035 | |||
Repurchased common stock | (2,542) | $ (1) | (2,541) | ||
Repurchased common stock, shares | (125) | ||||
Balance at Mar. 31, 2020 | 1,487,396 | $ 852 | 995,257 | 491,287 | |
Balance, Shares at Mar. 31, 2020 | 85,150 | ||||
Balance at Dec. 31, 2019 | 1,498,996 | $ 842 | 987,942 | 510,212 | |
Balance, Shares at Dec. 31, 2019 | 84,248 | ||||
Net loss | (732,192) | ||||
Balance at Sep. 30, 2020 | 805,006 | $ 855 | 1,023,974 | (219,823) | |
Balance, Shares at Sep. 30, 2020 | 85,504 | ||||
Balance at Mar. 31, 2020 | 1,487,396 | $ 852 | 995,257 | 491,287 | |
Balance, Shares at Mar. 31, 2020 | 85,150 | ||||
Net loss | (672,436) | (672,436) | |||
Unrealized holding gain (loss) on investments, net of tax | [1] | 2,078 | 2,078 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 2,544 | $ 3 | 2,541 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 277 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 2 | (2) | |||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 200 | ||||
Forfeitures of restricted stock | $ (1) | 1 | |||
Forfeitures of restricted stock, shares | (57) | ||||
Stock-based compensation expense | 7,489 | 7,489 | |||
Repurchased common stock | (501) | $ (1) | (500) | ||
Repurchased common stock, shares | (34) | ||||
Balance at Jun. 30, 2020 | 826,570 | $ 855 | 1,004,786 | (179,071) | |
Balance, Shares at Jun. 30, 2020 | 85,536 | ||||
Net loss | (41,044) | (41,044) | |||
Contribution from noncontrolling Interests | [1] | 245 | 245 | ||
Unrealized holding gain (loss) on investments, net of tax | [1] | 47 | 47 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan | 1,324 | $ 1 | 1,323 | ||
Common stock issued under employee stock option, employee stock purchase plan and stock purchase plan, shares | 89 | ||||
Issuance of restricted stock and conversion of restricted stock units to common stock | $ 3 | (3) | |||
Issuance of restricted stock and conversion of restricted stock units to common stock, shares | 282 | ||||
Forfeitures of restricted stock | $ (1) | 1 | |||
Forfeitures of restricted stock, shares | (92) | ||||
Stock-based compensation expense | 23,316 | 23,316 | |||
Repurchased common stock | (5,452) | $ (3) | (5,449) | ||
Repurchased common stock, shares | (311) | ||||
Balance at Sep. 30, 2020 | $ 805,006 | $ 855 | $ 1,023,974 | $ (219,823) | |
Balance, Shares at Sep. 30, 2020 | 85,504 | ||||
[1] | Presented within retained (deficit) earnings as the balance is immaterial. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (732,192) | $ (1,507,033) |
Loss from discontinued operations | 718,125 | 1,539,314 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 20,749 | 18,830 |
Amortization of premiums, discounts and issuance costs | 4,076 | 4,293 |
Stock-based compensation expense | 36,120 | 27,512 |
Deferred income taxes | 30,214 | (13,484) |
Other | (30) | 3,370 |
Changes in assets and liabilities: | ||
Accounts receivable | 30,006 | 7,491 |
Prepaid expenses and other current assets | (1,716) | (22,545) |
Other long-term assets | 7,703 | 21,825 |
Accounts payable and accrued expenses | (36,433) | (2,238) |
Income taxes payable / receivable | (28,837) | (25,838) |
Long-term professional liabilities | 15,703 | 4,508 |
Other liabilities | 8,157 | (19,768) |
Net cash provided by operating activities ā continuing operations | 71,645 | 36,237 |
Net cash provided by operating activitiesādiscontinued operations | 144,841 | 186,177 |
Net cash provided by operating activities | 216,486 | 222,414 |
Cash flows from investing activities: | ||
Acquisition payments, net of cash acquired | (2,225) | (31,200) |
Purchases of investments | (36,090) | (13,907) |
Proceeds from maturities or sales of investments | 30,865 | 26,240 |
Purchases of property and equipment | (21,809) | (14,862) |
Proceeds from sale of business, net of cash sold | 1,080 | 0 |
Net cash used in investing activities ā continuing operations | (28,179) | (33,729) |
Net cash provided by (used in) investing activitiesādiscontinued operations | 3,079 | (20,793) |
Net cash used in investing activities | (25,100) | (54,522) |
Cash flows from financing activities: | ||
Borrowings on credit agreement | 527,500 | 1,225,800 |
Payments on credit agreement | (527,500) | (1,755,500) |
Proceeds from issuance of senior notes | 0 | 500,000 |
Payments for credit facility amendment and financing costs | (510) | (9,194) |
Payments on finance lease obligations | (433) | 0 |
Proceeds from issuance of common stock | 5,697 | 9,157 |
Contribution from noncontrolling interests | 245 | 0 |
Repurchases of common stock | (8,495) | (144,925) |
Net cash used in financing activities ā continuing operations | (3,496) | (174,662) |
Net cash used in financing activitiesādiscontinued operations | (1,248) | (8,909) |
Net cash used in financing activities | (4,744) | (183,571) |
Net increase (decrease) in cash and cash equivalents | 186,642 | (15,679) |
Cash and cash equivalents at beginning of period | 107,870 | 40,774 |
Cash and cash equivalents at end of period | $ 294,512 | $ 25,095 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and New Accounting Pronouncements | 1. Basis of Presentation and New Accounting Pronouncements: The accompanying unaudited Consolidated Financial Statements of the Company and the notes thereto presented in this Form 10-Q r The Company is a party to a joint venture in which it owns a 37.5% economic interest. The Company accounts for this joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control, this entity. In August 2020, the Company entered into a joint venture in which it owns a 51% economic interest and for which it is deemed the primary beneficiary. The equity interests of the outside investor in the equity of this consolidated entity is accounted for and presented as noncontrolling interests on the Companyās Consolidated Balance Sheets. Although the joint venture was formed the will be accounted for and presented as such The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be experienced for the entire fiscal year. In addition, the accompanying unaudited Consolidated Financial Statements and the notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Companyās most recent Annual Report on Form 10-K (the āForm In October 2019, the Company divested its management services organization, which operated as MedData, to allow the Company to focus on its core physician services business. The operating results of MedData are reported as discontinued operations in the Companyās Consolidated Statements of Income for the three and nine months ended September 30, 2019. In May 2020, the Company divested its anesthesiology services medical group. The operating results of this medical group are reported as discontinued operations in the Companyās Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019. On September 9, entered into a definitive agreement to divest its radiology services medical group. The operating results of this medical group are reported as discontinued operations in the Companyās Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019. Reclassifications have been made to certain prior period financial statements and footnote disclosures to reflect the impact of discontinued operations. See Note 6 ā Assets Held for Sale and Discontinued Operations for additional information. New Accounting Pronouncements In December 2019, accounting guidance related to income taxes was issued with the goal of enhancing and simplifying various aspects of the income tax accounting guidance, including requirements related to hybrid tax regimes, deferred taxes on step-up year-to-date |
Coronavirus Pandemic ("COVID-19
Coronavirus Pandemic ("COVID-19") | 9 Months Ended |
Sep. 30, 2020 | |
Extraordinary Items [Abstract] | |
Coronavirus Pandemic ("COVID-19") | 2. Coronavirus Pandemic (āCOVID-19ā): COVID-19 mid-March non-urgent with much of this reduction focused in non-urgent COVID-19. COVID-19 mid-March The Company implemented a number of actions to preserve financial flexibility and partially mitigate the significant anticipated impact of COVID-19. COVID-19. non-clinical COVID-19. In response to the anticipated impact of COVID-19 CARES Act On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (āCARES Actā) into law. The CARES Act is a relief package intended to assist many aspects of the American economy, including providing up to $100 billion in aid to the healthcare industry to reimburse healthcare providers for lost revenue and expenses attributable to COVID-19. COVID-19, within continuing operations In addition, the CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. The Company intends to utilize this deferral option throughout 2020. The COVID-19 pandemic has impacted the Companyās |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | 3. Cash Equivalents and Investments: As of September 30, 2020 and December 31, 2019, the Companyās cash equivalents consisted entirely of money market funds totaling $2.4 million and $16.8 million, respectively. Investments consisted of corporate securities, municipal debt securities, federal home loan securities and certificates of deposit. All investments are classified as current. Investments held at September 30, 2020 and December 31, 2019 are summarized as follows (in thousands): September 30, 2020 December 31, 2019 Corporate securities $ 56,680 $ 32,962 Municipal debt securities 13,523 29,066 Federal home loan securities 6,529 8,013 Certificates of deposit 4,842 4,469 $ 81,574 $ 74,510 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 4. Fair Value Measurements: The accounting guidance establishes a fair value hierarchy that prioritizes valuati o Level 1 ā inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 ā inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā inputs are generally unobservable and typically reflect managementās estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table presents information about the Companyās financial instruments that are accounted for at fair value on a recurring basis at September 30, 2020 and December 31, 2019 (in thousands): Fair Value Fair Value September 30, 2020 December 31, 2019 Assets: Money market funds Level 1 $ 2,411 $ 16,775 Short-term investments Level 2 81,574 74,510 Mutual Funds Level 1 14,446 14,264 The following table presents information about the Companyās financial instruments that are not carried at fair value at September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Liabilities: 2023 Notes 750,000 759,375 750,000 766,875 2027 Notes 1,000,000 1,035,000 1,000,000 1,025,600 The carrying amounts of cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short maturities of the respective instruments. The carrying value of the Companyās line of credit approximates fair value. If the Companyās line of credit was measured at fair value, it would be categorized as Level 2 in the fair value hierarchy. |
Accounts Receivable and Net Rev
Accounts Receivable and Net Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Accounts Receivable and Net Revenue | 5. Accounts Receivable and Net Revenue: Accounts receivable, net consists of the following (in thousands): September 30, 2020 December 31, 2019 Gross accounts receivable $ 1,119,171 $ 1,750,264 Allowance for contractual adjustments and uncollectibles (852,046 ) (1,315,998 ) $ 267,125 $ 434,266 Patient service Accordingly, patient service revenue is presented net of an estimated provision for contractual adjustments and uncollectibles. The Company estimates allowances for contractual adjustments and uncollectibles on accounts receivable based upon historical experience and other factors, including days sales outstanding (āDSOā) for accounts receivable, evaluation of expected adjustments and delinquency rates, past adjustments and collection experience in relation to amounts billed, an aging of accounts receivable, current contract and reimbursement terms, changes in payor mix and other relevant information. Contractual adjustments result from the difference between the physician rates for services performed and the reimbursements by GHC Programs and third-party insurance payors for such services. Collection of patient service revenue the Company expects to receive is normally a function of providing complete and correct billing information to the GHC Programs and third-party insurance payors within the various filing deadlines and typically occurs within 30 to 60 days of billing. Some of the Companyās hospital agreements require hospitals to pay the Company administrative fees. Some agreements provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that the Company receives a specified minimum revenue level. The Company also receives fees from hospitals for administrative services performed by its affiliated physicians providing medical director or other services at the hospital. The following table summarizes the Companyās net revenue by category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net patient service revenue $ 382,936 $ 400,330 $ 1,133,313 $ 1,159,363 Hospital contract administrative fees 61,186 51,149 154,840 149,407 Other revenue 16,513 3,434 29,168 12,389 $ 460,635 $ 454,913 $ 1,317,321 $ 1,321,159 The approximate percentage of net patient service revenue by type of payor was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contracted managed care 69 % 68 % 69 % 68 % Government 26 26 26 26 Other third-parties 4 5 4 5 Private-pay 1 1 1 1 100 % 100 % 100 % 100 % |
Business Combinations, Assets H
Business Combinations, Assets Held for Sale and Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations Assets Held For Sale And Discontinued Operations Disclosure [Abstract] | |
Business Combinations, Assets Held for Sale and Discontinued Operations | 6. Business Combinations, Assets Held for Sale and Discontinued Operations: Business Combinations During the nine months ended September 30, 2020, the Company completed the acquisition of one pediatric subspecialty practice for total consideration of $2.1 million, of which $1.9 million was paid in cash and $0.2 million was recorded as a contingent consideration liability. This acquisition expanded the Companyās national network of physician practices. In connection with this acquisition, the Company recorded non-deductible Divestiture of the On September 9 , securities purchase agreement with Radiology Partners, Inc., pursuant to which Radiology Partners, Inc. will acquire the Companyās radiology services medical group for $885 million cash, subject to certain customary adjustments. This divestiture will allow the Company to focus solely on its Pediatrix and Obstetrix medical groups. The Company determined that the criterion to classify the radiology services medical group as assets held for sale within the Companyās Consolidated Balance Sheets effective September 30, 2020 were met. Accordingly, the assets and liabilities of the radiology services medical group were classified as current assets and current liabilities held for sale at September 30, 2020 as the Company expects to divest of the radiology services medical group within the next twelve months. The classification to assets held for sale impacted the net book value of the assets and liabilities expected to be transferred upon sale. The estimated fair value of the radiology services medical group was determined using the purchase price in the purchase agreement along with estimated broker, accounting, legal and other selling expenses. The Company deemed the carrying amount of other within the medical group, specifically accounts receivable and property and equipment, to represent fair value and therefore recorded a non-cash generated an additional $4.0 million deferred tax asset that increased the fair value of the medical group. An incremental non-cash radiology services non-cash non-cash In addition, in accordance with accounting guidance for discontinued operations, the expected divestiture of the radiology services medical group was deemed to represent a fundamental strategic shift that will have a major effect on the Companyās operations, and accordingly, the operating results of the radiology services medical group were reported as discontinued operations in the Companyās Consolidated Statements of Income for the three and nine months ended September 30, 2020 with prior periods recast to conform with the current period presentation. The following table represents the major classes of assets and liabilities of the radiology services medical group that are included as assets and liabilities held for sale in the accompanying Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Assets Accounts receivable, net $ 54,284 $ 64,603 Prepaid expenses and other current 9,819 9,744 Property and equipment, net 20,078 19,204 Operating leases right-of-use 14,165 15,008 Goodwill 640,818 685,170 Intangible assets, net 170,059 180,978 Deferred income tax assets 6,020 18,183 Other assets 36,305 40,724 $ 951,548 $ 1,033,614 Liabilities Accounts payable and accrued expenses $ 39,505 $ 42,474 Operating and finance leases 13,619 14,355 Long-term professional liabilities 23,744 21,978 Other liabilities 1,844 81 $ 78,712 $ 78,888 The following table summarizes the results of discontinued operations related to the radiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ 125,765 $ 125,650 $ 340,133 $ 366,678 Operating expenses: Cost of service salaries and benefits 84,718 80,336 234,169 238,402 Cost of service supplies and other operating expenses 1,449 1,532 4,273 (1,468 ) General and administrative expenses 19,876 20,734 57,178 64,490 Depreciation and amortization 5,090 7,595 20,328 22,757 Transformational and restructuring related expenses 2,491 441 6,517 1,487 Goodwill impairment 46,963 117,924 46,963 117,924 Total operating expenses 160,587 228,562 369,428 443,592 Loss from operations (34,822 ) (102,912 ) (29,295 ) (76,914 ) Non-operating 1,369 2,059 3,035 4,768 Loss before income taxes (33,453 ) (100,853 ) (26,260 ) (72,146 ) Income tax (provision) benefit (62 ) 3,907 (1,988 ) (3,687 ) Net loss $ (33,515 ) $ (96,946 ) $ (28,248 ) $ (75,833 ) Divestiture of the Anesthesiology Services Medical Group On May 6, 2020, the Company entered into a securities purchase agreement with an affiliate of North American Partners in Anesthesia (āNAPAā) to divest the Companyās anesthesiology services medical group, and the transaction closed on May 6, 2020. Pursuant to the terms and conditions of the agreement, at the closing of the transaction, the Company received a cash payment of $50.0 million, subject to certain customary adjustments, as well as a contingent economic interest in NAPA with a value ranging from $0 to $250 million based upon the multiple of invested capital returned to NAPAās owners upon exit of the investment. The Company will begin to receive a payment on its economic interest at an exit multiple of 2.0, with such payment reaching $250 million at an exit multiple of 5.0. In addition, the Company retained the accounts receivable of the anesthesiology services medical group, which net of various other working capital items, approximated $110.0 million at March 31, 2020. operating results of the anesthesiology services medical group service line were reported as a component of discontinued operations, net of income taxes, in the Companyās Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019. A single anesthesiology practice was not included in the divestiture of the anesthesiology services medical group, and continues to operate as an affiliate of the Company. Its results of operations are reflected in the three months ended September 30, 2020 while the incremental loss on sale of the anesthesiology services medical group recorded during the three months ended September 30, 2020 reflects a true up of various divested account balances during the third quarter of 2020. The total preliminary loss on sale of the anesthesiology services medical group true-up, that will expire The following table summarizes the results of discontinued operations related to the anesthesiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ 2,700 $ 309,602 $ 377,661 $ 924,845 Operating expenses: Cost of service salaries and benefits 2,746 250,157 351,408 746,237 Cost of service supplies and other operating expenses 38 2,837 5,254 9,537 General and administrative expenses 215 18,338 31,179 57,909 Depreciation and amortization ā 5,605 6,308 17,863 Transformational and restructuring related expenses ā 6,785 28,634 17,506 Goodwill impairment ā 1,331,291 ā 1,331,291 Loss on sale, net 4,499 ā 644,653 ā Total operating expenses 7,498 1,615,013 1,067,436 2,180,343 Loss from operations (4,798 ) (1,305,411 ) (689,775 ) (1,255,498 ) Non-operating ā (17 ) 51 (14 ) Loss before income taxes (4,798 ) (1,305,428 ) (689,724 ) (1,255,512 ) Income tax benefit 100 129,241 5,661 115,987 Net loss $ (4,698 ) $ (1,176,187 ) $ (684,063 ) $ (1,139,525 ) Divestiture of MedData The Company divested of its true-up |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consist of the following (in thousands): September 30, December 31, Accounts payable $ 60,956 $ 35,410 Accrued salaries and bonuses 158,579 193,631 Accrued payroll taxes and benefits 48,474 54,768 Accrued professional liabilities 55,469 44,699 Accrued interest 26,940 32,910 Other accrued expenses 38,099 49,219 $ 388,517 $ 410,637 The net decrease in accrued salaries and bonuses of $35.1 million, from December 31, 2019 to September 30, 2020, is primarily due to the payment of performance-based incentive compensation, principally to the Companyās affiliated physicians, partially offset by performance-based incentive compensation accrued during the nine months ended September 30, 2020. A majority of the Companyās payments for performance-based incentive compensation is paid annually during the first quarter. |
Common and Common Equivalent Sh
Common and Common Equivalent Shares | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Common and Common Equivalent Shares | 8. Common and Common Equivalent Shares: Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of outstanding restricted stock, deferred stock and stock options and is calculated using the treasury stock method. The calculation of shares used in the basic and diluted net income per common share calculation for the three and nine months ended September 30, 2020 and 2019 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average number of common shares outstanding 83,862 82,441 83,260 83,846 Weighted average number of dilutive common share equivalents ā 442 ā 456 Weighted average number of common and common equivalent shares outstanding (a) 83,862 82,883 83,260 84,302 Antidilutive securities not included in the diluted net income per common share calculation 829 962 1,004 796 (a) Due to a loss from continuing operations for the three months and nine months ended September 30, 2020, no incremental shares are included because the effect wou l |
Stock Incentive Plans and Stock
Stock Incentive Plans and Stock Purchase Plans | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans and Stock Purchase Plans | 9. Stock Incentive Plans and Stock Purchase Plans: The Companyās Amended and Restated 2008 Incentive Compensation Plan (the āA&R 2008 Incentive Planā) provides for grants of stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-related awards and performance awards that may be settled in cash, stock or other property. Under the A&R 2008 Incentive Plan, options to purchase shares of common stock may be granted at a price not less than the fair market value of the shares on the date of grant. The options must be exercised within 10 years from the date of grant and generally become exercisable on a pro rata basis over a three-year period from the date of grant. The Company issues new shares of its common stock upon exercise of its stock options. Restricted stock awards generally vest over periods of three years upon the fulfillment of specified service-based conditions and in certain instances performance-based conditions. Deferred stock awards generally vest upon the satisfaction of specified performance-based conditions and service-based conditions. The Company recognizes compensation expense related to its restricted stock, deferred stock awards and stock options ratably over the corresponding vesting periods. During the nine months ended September 30, 2020, the Company granted 1.4 million shares of restricted stock and 1.0 million shares of stock underlying non-qualified non-employee Under the Companyās 1996 Non-Qualified Non-Qualified non-employee Each of the ESPP and the SPP provide for the issuance of an aggregate of 2.6 million shares of the Companyās common stock less the number of shares of common stock purchased under the other plan. The Company recognizes stock-based compensation expense for the discount received by participating employees and non-employee During the three and nine months ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense of $4.5 million and $18.2 million, and $7.6 million and $27.6 million, respectively. |
Common Stock Repurchase Program
Common Stock Repurchase Programs | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Common Stock Repurchase Programs | 10. Common Stock Repurchase Programs: In July 2013, the Companyās Board of Directors authorized the repurchase of shares of the Companyās common stock up to an amount sufficient to offset the dilutive impact from the issuance of shares under the Companyās equity compensation programs. The share repurchase program allows the Company to make open market purchases from time-to-time In August 2018, the Company announced that its Board of Directors had authorized the repurchase of up to $500.0 million of the Companyās common stock in addition to its existing share repurchase program, of which $107.2 million remained available for repurchase as of December 31, 2019. Under this share repurchase program, during the nine months ended September 30, 2020, the Company withheld approximately 0.5 million shares of its common stock to satisfy minimum statutory withholding obligations of $8.5 million in connection with the vesting of restricted stock and deferred stock. The Company intends to utilize various methods to effect any future share repurchases, including, among others, open market purchases and accelerated share repurchase programs. The amount and timing of repurchases will depend upon several factors, including general economic and market conditions and trading restrictions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies: The Company expects that audits, inquiries and investigations from government authorities and agencies will occur in the ordinary course of business. Such audits, inquiries and investigations and their ultimate resolutions, individually or in the aggregate, could have a material adverse effect on the Companyās business, financial condition, results of operations, cash flows and the trading price of its securities. The Company has not included an accrual for these matters as of September 30, 2020 in its Consolidated Financial Statements, as the variables affecting any potential eventual liability depend on the currently unknown facts and circumstances that arise out of, and are specific to, any particular future audit, inquiry and investigation and cannot be reasonably estimated at this time. In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Companyās affiliated physicians. The Companyās contracts with hospitals generally require the Company to indemnify them and their affiliates for losses resulting from the negligence of the Companyās affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, cash flows and the trading price of its securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Companyās business, financial condition, results of operations, cash flows and the trading price of its securities. Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. With respect to professional liability risk, the Company generally self-insures a portion of this risk through its wholly owned captive insurance subsidiary. Liabilities in excess of the Companyās insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Companyās business, financial condition, results of operations, cash flows and the trading price of its securities. |
Basis of Presentation and New_2
Basis of Presentation and New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In December 2019, accounting guidance related to income taxes was issued with the goal of enhancing and simplifying various aspects of the income tax accounting guidance, including requirements related to hybrid tax regimes, deferred taxes on step-up year-to-date |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | Investments held at September 30, 2020 and December 31, 2019 are summarized as follows (in thousands): September 30, 2020 December 31, 2019 Corporate securities $ 56,680 $ 32,962 Municipal debt securities 13,523 29,066 Federal home loan securities 6,529 8,013 Certificates of deposit 4,842 4,469 $ 81,574 $ 74,510 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Companyās financial instruments that are accounted for at fair value on a recurring basis at September 30, 2020 and December 31, 2019 (in thousands): Fair Value Fair Value September 30, 2020 December 31, 2019 Assets: Money market funds Level 1 $ 2,411 $ 16,775 Short-term investments Level 2 81,574 74,510 Mutual Funds Level 1 14,446 14,264 |
Financial Instruments Measured At Carrying Amount | The following table presents information about the Companyās financial instruments that are not carried at fair value at September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Liabilities: 2023 Notes 750,000 759,375 750,000 766,875 2027 Notes 1,000,000 1,035,000 1,000,000 1,025,600 |
Accounts Receivable and Net R_2
Accounts Receivable and Net Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): September 30, 2020 December 31, 2019 Gross accounts receivable $ 1,119,171 $ 1,750,264 Allowance for contractual adjustments and uncollectibles (852,046 ) (1,315,998 ) $ 267,125 $ 434,266 |
Schedule of Net Revenue | The following table summarizes the Companyās net revenue by category (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net patient service revenue $ 382,936 $ 400,330 $ 1,133,313 $ 1,159,363 Hospital contract administrative fees 61,186 51,149 154,840 149,407 Other revenue 16,513 3,434 29,168 12,389 $ 460,635 $ 454,913 $ 1,317,321 $ 1,321,159 |
Schedule of Percentage of Net Revenue | The approximate percentage of net patient service revenue by type of payor was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contracted managed care 69 % 68 % 69 % 68 % Government 26 26 26 26 Other third-parties 4 5 4 5 Private-pay 1 1 1 1 100 % 100 % 100 % 100 % |
Business Combinations, Assets_2
Business Combinations, Assets Held for Sale and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Radiology Partners Inc [Member] | |
Disposal Groups, Including Discontinued Operations | The following table represents the major classes of assets and liabilities of the radiology services medical group that are included as assets and liabilities held for sale in the accompanying Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Assets Accounts receivable, net $ 54,284 $ 64,603 Prepaid expenses and other current 9,819 9,744 Property and equipment, net 20,078 19,204 Operating leases right-of-use 14,165 15,008 Goodwill 640,818 685,170 Intangible assets, net 170,059 180,978 Deferred income tax assets 6,020 18,183 Other assets 36,305 40,724 $ 951,548 $ 1,033,614 Liabilities Accounts payable and accrued expenses $ 39,505 $ 42,474 Operating and finance leases 13,619 14,355 Long-term professional liabilities 23,744 21,978 Other liabilities 1,844 81 $ 78,712 $ 78,888 The following table summarizes the results of discontinued operations related to the radiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ 125,765 $ 125,650 $ 340,133 $ 366,678 Operating expenses: Cost of service salaries and benefits 84,718 80,336 234,169 238,402 Cost of service supplies and other operating expenses 1,449 1,532 4,273 (1,468 ) General and administrative expenses 19,876 20,734 57,178 64,490 Depreciation and amortization 5,090 7,595 20,328 22,757 Transformational and restructuring related expenses 2,491 441 6,517 1,487 Goodwill impairment 46,963 117,924 46,963 117,924 Total operating expenses 160,587 228,562 369,428 443,592 Loss from operations (34,822 ) (102,912 ) (29,295 ) (76,914 ) Non-operating 1,369 2,059 3,035 4,768 Loss before income taxes (33,453 ) (100,853 ) (26,260 ) (72,146 ) Income tax (provision) benefit (62 ) 3,907 (1,988 ) (3,687 ) Net loss $ (33,515 ) $ (96,946 ) $ (28,248 ) $ (75,833 ) |
North American Partners In Anesthesia [Member] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the results of discontinued operations related to the anesthesiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ 2,700 $ 309,602 $ 377,661 $ 924,845 Operating expenses: Cost of service salaries and benefits 2,746 250,157 351,408 746,237 Cost of service supplies and other operating expenses 38 2,837 5,254 9,537 General and administrative expenses 215 18,338 31,179 57,909 Depreciation and amortization ā 5,605 6,308 17,863 Transformational and restructuring related expenses ā 6,785 28,634 17,506 Goodwill impairment ā 1,331,291 ā 1,331,291 Loss on sale, net 4,499 ā 644,653 ā Total operating expenses 7,498 1,615,013 1,067,436 2,180,343 Loss from operations (4,798 ) (1,305,411 ) (689,775 ) (1,255,498 ) Non-operating ā (17 ) 51 (14 ) Loss before income taxes (4,798 ) (1,305,428 ) (689,724 ) (1,255,512 ) Income tax benefit 100 129,241 5,661 115,987 Net loss $ (4,698 ) $ (1,176,187 ) $ (684,063 ) $ (1,139,525 ) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): September 30, December 31, Accounts payable $ 60,956 $ 35,410 Accrued salaries and bonuses 158,579 193,631 Accrued payroll taxes and benefits 48,474 54,768 Accrued professional liabilities 55,469 44,699 Accrued interest 26,940 32,910 Other accrued expenses 38,099 49,219 $ 388,517 $ 410,637 |
Common and Common Equivalent _2
Common and Common Equivalent Shares (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share | The calculation of shares used in the basic and diluted net income per common share calculation for the three and nine months ended September 30, 2020 and 2019 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average number of common shares outstanding 83,862 82,441 83,260 83,846 Weighted average number of dilutive common share equivalents ā 442 ā 456 Weighted average number of common and common equivalent shares outstanding (a) 83,862 82,883 83,260 84,302 Antidilutive securities not included in the diluted net income per common share calculation 829 962 1,004 796 (a) Due to a loss from continuing operations for the three months and nine months ended September 30, 2020, no incremental shares are included because the effect wou l |
Basis of Presentation and New_3
Basis of Presentation and New Accounting Pronouncements - Additional Information (Detail) | Sep. 30, 2020 | Aug. 31, 2020 |
Corporate Joint Venture [Member] | ||
Basis Of Presentation [Line Items] | ||
Equity method ownership percentage in joint venture | 51.00% | |
Unnamed Corporate Joint Venture One [Member] | ||
Basis Of Presentation [Line Items] | ||
Equity method ownership percentage in joint venture | 37.50% |
Coronavirus Pandemic ("COVID-_2
Coronavirus Pandemic ("COVID-19") - Additional Information (Detail) - USD ($) $ in Millions | Mar. 27, 2020 | Mar. 25, 2020 | Sep. 30, 2020 |
Line of credit remaining borrowing capacity | $ 899.8 | ||
Senior Unsecurd Notes 2023 [Member] | |||
Debt Instrument Interest Rate | 5.25% | ||
Senior Unsecurd Notes 2027 [Member] | |||
Debt Instrument Interest Rate | 6.25% | ||
Letters of Credit [Member] | |||
Line of credit outstanding | $ 0.2 | ||
Forecast For Second And Third Quarters Of 2020 [Member] | Credit Agreement [Member] | |||
Estimated EBITDA | $ 139.2 | ||
Forecast For Second And Third Quarters Of 2020 [Member] | Credit Agreement [Member] | Maximum [Member] | |||
Leverage ratio | 5.00:1:00 | ||
Forecast For Second And Third Quarters Of 2020 [Member] | Credit Agreement [Member] | Minimum [Member] | |||
Leverage ratio | 4.50:1:00 | ||
Forecast For Fourth Quarter Of 2020 [Member] | Credit Agreement [Member] | |||
Leverage ratio | 4.75:1:00 | ||
Forecast For First Quarter Of 2021 [Member] | Credit Agreement [Member] | |||
Leverage ratio | 2020 | ||
Forecast For Second Quarter Of 2021 [Member] | Credit Agreement [Member] | |||
Credit Facility Borrowing Capacity | $ 300 | ||
COVID-19 [Member] | |||
Reimbursement of Lost Revenue | $ 100 | ||
Proceeds From Contribution In Aid Of Reimbursement of Lost Revenue | $ 20 | ||
Deferred Payment Of Social Security Taxes | % | 50.00% | ||
COVID-19 [Member] | Rural Area [Member] | |||
Reimbursement of Lost Revenue | $ 70 | ||
COVID-19 [Member] | Executive Officer [Member] | |||
Decrease In Salary | % | 50.00% |
Cash Equivalents and Investme_3
Cash Equivalents and Investments - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Cash Equivalents [Member] | ||
Cash Equivalents And Investments [Line Items] | ||
Cash equivalents | $ 2.4 | $ 16.8 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Schedule of Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Available-for-sale [Line Items] | ||
Available-for-sale Securities | $ 81,574 | $ 74,510 |
Corporate Securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 56,680 | 32,962 |
Municipal Debt Securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 13,523 | 29,066 |
Federal Home Loan Securities [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | 6,529 | 8,013 |
Certificates of Deposit [Member] | ||
Available-for-sale [Line Items] | ||
Available-for-sale Securities | $ 4,842 | $ 4,469 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Money market funds | $ 2,411 | $ 16,775 |
Mutual Funds | 14,446 | 14,264 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Short-term investments | $ 81,574 | $ 74,510 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of financial instruments that are not carried at fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
2023 Notes [Member] | ||
Liabilities: | ||
Notes Payable | $ 750,000 | $ 750,000 |
Liabilities: | ||
Notes Payable Fair Value Disclosure | 759,375 | 766,875 |
2027 Notes [Member] | ||
Liabilities: | ||
Notes Payable | 1,000,000 | 1,000,000 |
Liabilities: | ||
Notes Payable Fair Value Disclosure | $ 1,035,000 | $ 1,025,600 |
Accounts Receivable and Net R_3
Accounts Receivable and Net Revenue - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,119,171 | $ 1,750,264 |
Allowance for contractual adjustments and uncollectibles | (852,046) | (1,315,998) |
Accounts receivable, net | $ 267,125 | $ 434,266 |
Accounts Receivable and Net R_4
Accounts Receivable and Net Revenue - Schedule of Net Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Abstract] | ||||
Net revenue | $ 460,635 | $ 454,913 | $ 1,317,321 | $ 1,321,159 |
Net patient service revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net revenue | 382,936 | 400,330 | 1,133,313 | 1,159,363 |
Hospital contract administrative fees [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net revenue | 61,186 | 51,149 | 154,840 | 149,407 |
Other revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net revenue | $ 16,513 | $ 3,434 | $ 29,168 | $ 12,389 |
Accounts Receivable and Net R_5
Accounts Receivable and Net Revenue - Schedule of Net Patient Service Revenue by Type of Payor (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Percentage of net patient service revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Contracted Managed Care [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Percentage of net patient service revenue | 69.00% | 68.00% | 69.00% | 68.00% |
Government [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Percentage of net patient service revenue | 26.00% | 26.00% | 26.00% | 26.00% |
Other Third-Parties [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Percentage of net patient service revenue | 4.00% | 5.00% | 4.00% | 5.00% |
Private-Pay Patients [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Percentage of net patient service revenue | 1.00% | 1.00% | 1.00% | 1.00% |
Business Combinations, Assets_3
Business Combinations, Assets Held for Sale and Discontinued Operations - Additional information (Detail) $ in Thousands | May 06, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Net incremental loss on the sale of MedData | $ (38,392) | $ (1,268,803) | $ (718,125) | $ (1,539,314) | |||
Goodwill | 1,480,668 | 1,480,668 | $ 1,479,850 | ||||
Pediatric Subspecialty Practice [Member] | |||||||
Business acquisition total consideration | 2,100 | ||||||
Business acquisition consideration paid in cash | 1,900 | ||||||
Goodwill | 800 | 800 | |||||
Other intangible assets | 1,300 | $ 1,300 | |||||
Number of other pediatric subspecialty practices acquired | 1 | ||||||
Business acquisition contingent consideration liability | 200 | $ 200 | |||||
Deferred Tax Assets, Goodwill and Intangible Assets | 4,000 | 4,000 | |||||
North American Partners In Anesthesia [Member] | |||||||
Preliminary and incremental gain loss on sale | 648,700 | ||||||
Increase decrease in valuation allowance deferred tax assets | 419,000 | ||||||
Net incremental loss on the sale of MedData | (4,698) | $ (1,176,187) | (684,063) | $ (1,139,525) | |||
Proceeds from Divestiture of Businesses | $ 50,000 | ||||||
Maximum consideration receivable | 250,000 | ||||||
Accounts receivable retained | $ 110,000 | ||||||
North American Partners In Anesthesia [Member] | Tax Year Two Thousand and Twenty Five [Member] | |||||||
Capital loss carry forward | 1,680,000 | 1,680,000 | |||||
North American Partners In Anesthesia [Member] | Maximum [Member] | |||||||
Maximum consideration receivable | 250,000 | ||||||
North American Partners In Anesthesia [Member] | Minimum [Member] | |||||||
Maximum consideration receivable | $ 0 | ||||||
Divestiture of MedData [Member] | |||||||
Net incremental loss on the sale of MedData | 5,800 | ||||||
Radiology Services Medical Group [Member] | |||||||
Maximum consideration receivable | $ 885,000 | 885,000 | |||||
Non-cash charge against goodwill | 43,000 | ||||||
Deferred Tax Assets Goodwill [Member] | Pediatric Subspecialty Practice [Member] | |||||||
Non-cash charge against goodwill | $ 47,000 |
Business Combinations, Assets_4
Business Combinations, Assets Held for Sale and Discontinued Operations - Schedule of Management Services Service Line (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Other assets | $ 0 | $ 1,641,580 |
Radiology Services Medical Group [Member] | ||
Assets | ||
Accounts receivable, net | 54,284 | 64,603 |
Prepaid expenses and other current assets | 9,819 | 9,744 |
Property and equipment, net | 20,078 | 19,204 |
Operating leases right-of-use assets | 14,165 | 15,008 |
Goodwill | 640,818 | 685,170 |
Intangible assets, net | 170,059 | 180,978 |
Deferred income tax assets | 6,020 | 18,183 |
Other assets | 36,305 | 40,724 |
Total Assets | 951,548 | 1,033,614 |
Liabilities | ||
Accounts payable and accrued expenses | 39,505 | 42,474 |
Operating and finance leases | 13,619 | 14,355 |
Long-term professional liabilities | 23,744 | 21,978 |
Other liabilities | 1,844 | 81 |
Total Liabilities | $ 78,712 | $ 78,888 |
Business Combinations, Assets_5
Business Combinations, Assets Held for Sale and Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Net loss | $ (38,392) | $ (1,268,803) | $ (718,125) | $ (1,539,314) |
Radiology Partners Inc [Member] | ||||
Net revenue | 125,765 | 125,650 | 340,133 | 366,678 |
Operating expenses: | ||||
Cost of service salaries and benefits | 84,718 | 80,336 | 234,169 | 238,402 |
Cost of service supplies and other operating expenses | 1,449 | 1,532 | 4,273 | (1,468) |
General and administrative expenses | 19,876 | 20,734 | 57,178 | 64,490 |
Depreciation and amortization | 5,090 | 7,595 | 20,328 | 22,757 |
Transformational and restructuring related expenses | 2,491 | 441 | 6,517 | 1,487 |
Goodwill impairment | 46,963 | 117,924 | 46,963 | 117,924 |
Total operating expenses | 160,587 | 228,562 | 369,428 | 443,592 |
Loss from operations | (34,822) | (102,912) | (29,295) | (76,914) |
Non-operating (expense) income, net | 1,369 | 2,059 | 3,035 | 4,768 |
Loss before income taxes | (33,453) | (100,853) | (26,260) | (72,146) |
Income tax (provision) benefit | (62) | 3,907 | (1,988) | (3,687) |
Net loss | (33,515) | (96,946) | (28,248) | (75,833) |
North American Partners In Anesthesia [Member] | ||||
Net revenue | 2,700 | 309,602 | 377,661 | 924,845 |
Operating expenses: | ||||
Cost of service salaries and benefits | 2,746 | 250,157 | 351,408 | 746,237 |
Cost of service supplies and other operating expenses | 38 | 2,837 | 5,254 | 9,537 |
General and administrative expenses | 215 | 18,338 | 31,179 | 57,909 |
Depreciation and amortization | 5,605 | 6,308 | 17,863 | |
Transformational and restructuring related expenses | 6,785 | 28,634 | 17,506 | |
Goodwill impairment | 1,331,291 | 1,331,291 | ||
Loss on sale, net | 4,499 | 644,653 | ||
Total operating expenses | 7,498 | 1,615,013 | 1,067,436 | 2,180,343 |
Loss from operations | (4,798) | (1,305,411) | (689,775) | (1,255,498) |
Non-operating (expense) income, net | (17) | 51 | (14) | |
Loss before income taxes | (4,798) | (1,305,428) | (689,724) | (1,255,512) |
Income tax (provision) benefit | 100 | 129,241 | 5,661 | 115,987 |
Net loss | $ (4,698) | $ (1,176,187) | $ (684,063) | $ (1,139,525) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 60,956 | $ 35,410 |
Accrued salaries and bonuses | 158,579 | 193,631 |
Accrued payroll taxes and benefits | 48,474 | 54,768 |
Accrued professional liabilities | 55,469 | 44,699 |
Accrued interest | 26,940 | 32,910 |
Other accrued expenses | 38,099 | 49,219 |
Accounts payable and accrued expenses, total | $ 388,517 | $ 410,637 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Net decrease in accrued salaries and bonuses | $ 35.1 |
Common and Common Equivalent _3
Common and Common Equivalent Shares - Schedule of Calculation of Shares Used in Basic and Diluted Net Income Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Earnings Per Share [Abstract] | |||||
Weighted average number of common shares outstanding | 83,862 | 82,441 | 83,260 | 83,846 | |
Weighted average number of dilutive common share equivalents | 442 | 456 | |||
Weighted average number of common and common equivalent shares outstanding | [1] | 83,862 | 82,883 | 83,260 | 84,302 |
Antidilutive securities not included in the diluted net income per common share calculation | 829 | 962 | 1,004 | 796 | |
[1] | Due to a loss from continuing operations for the three months and nine months ended September 30, 2020, no incremental shares are included because the effect would be antidilutive. |
Stock Incentive Plans and Sto_2
Stock Incentive Plans and Stock Purchase Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, aggregate shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Stock-based compensation expense | $ 4.5 | $ 7.6 | $ 18.2 | $ 27.6 | |
Stock Option [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options, maximum years | 10 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
1996 Non-Qualified Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock at which employees are permitted to purchase | 85.00% | ||||
2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock at which employees are permitted to purchase | 90.00% | ||||
Amended and Restated 2008 Plan [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future grants and awards under Stock Incentive Plans | 5,000,000 | 5,000,000 | |||
Amended and Restated 2008 Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,400,000 | ||||
Amended and Restated 2008 Plan [Member] | Non Qualified Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,000,000 | ||||
1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, aggregate shares authorized | 2,600,000 | 2,600,000 | |||
Aggregate number Shares issued under Stock Purchase Plans | 400,000 | ||||
Common stock, reserved for issuance | 600,000 | 600,000 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | |
Common Stock [Line Items] | |||
Common stock authorized for repurchase | $ 500 | ||
Company's Common stock repurchased | $ 107.2 | ||
Restricted Stock [Member] | |||
Common Stock [Line Items] | |||
Number of shares withheld to satisfy minimum statutory tax withholding obligations | 0.5 | ||
Amount withheld to satisfy minimum statutory tax withholding obligations | $ 8.5 |