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TEAM HEALTH HOLDINGS 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
TMH-10Q-9/30/13

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
 
Form 10-Q
 
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2013
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from              to             .
Commission File Number 001-34583
 
 
 
 Team Health Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
36-4276525
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)
265 Brookview Centre Way
Suite 400
Knoxville, Tennessee 37919
(865) 693-1000
(Address, zip code, and telephone number, including area code, of registrant’s principal executive office.)
 
 
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of November 1, 2013, there were outstanding 69,859,618 shares of common stock of Team Health Holdings, Inc., with a par value of $0.01.
 



FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical facts and that reflect the current view of Team Health Holdings, Inc. (the Company) about future events and financial performance are hereby identified as “forward looking statements.” Some of these statements can be identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “should,” “may,” “plan,” “project,” “predict” and similar expressions. The Company cautions readers of this Form 10-Q that such “forward looking statements,” including without limitation, those relating to the Company’s future business prospects, revenue, working capital, professional liability expense, liquidity, capital needs, interest costs and income, wherever they occur in this Form 10-Q or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward looking statements.” Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
the current U.S. and global economic conditions;
the current U.S. and state healthcare reform legislative initiatives;
the effect and interpretation of current or future government regulation of the healthcare industry, and our ability to comply with these regulations;
our exposure to billing investigations and audits by private payers and federal and state authorities, as well as auditing contractors for governmental programs;
our exposure to professional liability lawsuits;
the adequacy of our insurance reserves;
our reliance on reimbursements by third-party payers, as well as payments by individuals;
change in rates or methods of government payments for our services;
the general level of emergency department patient volumes at our clients’ facilities;
our exposure to the financial risks associated with fee for service contracts;
our ability to timely or accurately bill for services;
our ability to timely enroll healthcare professionals in the Medicare program;
a reclassification of independent contractor physicians by tax authorities;
the concentration of a significant number of our programs in certain states, particularly Florida and Tennessee;
any loss of or failure to renew contracts within the Military Health System Program, which are subject to a competitive bidding process;
our exposure to litigation;
fluctuations in our quarterly operating results which could affect our ability to raise new capital for our business;
effect on our revenues if we experience a net loss of contracts;
our ability to accurately assess the costs we will incur under new contracts;
our ability to find suitable acquisition candidates or successfully integrate completed acquisitions;
our ability to implement our business strategy and manage our growth effectively;
our future capital needs and ability to raise capital when needed;
our ability to successfully recruit and retain qualified healthcare professionals;
enforceability of our non-competition and non-solicitation contractual arrangements with some affiliated physicians and professional corporations;
the high level of competition in our industry;
our dependence on numerous complex information systems and our ability to maintain these systems or implement new systems or any disruptions in our information systems;
our ability to protect our proprietary technology and services;
our loss of key personnel and/or ability to attract and retain highly qualified personnel;
our ability to comply with privacy regulations regarding the use and disclosure of patient information;
our ability to comply with federal or state anti-kickback laws;
our ability to comply with federal and state physician self-referral laws and regulations or issuance of additional legislative restrictions;
changes in existing laws or regulations, adverse judicial or administrative interpretations of these laws and regulations or enactment of new legislation;

2


changes in accounting standards, rules and interpretations or inaccurate estimates or assumptions in the application of accounting policies and the impact on our financial statements;
our exposure to a loss of contracts with our physicians or termination of relationships with our affiliated professional corporations in order to comply with antitrust laws;
our substantial indebtedness and ability to incur substantially more debt;
our ability to generate sufficient cash to service our debt; and
restrictive covenants in our debt agreements which may restrict our ability to pursue our business strategies and our ability to comply with them.
For a more detailed discussion of these factors, see the information under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the Company’s most recent Annual Report on Form 10-K.
The Company’s forward-looking statements speak only as of the date of this report or as of the date they are made. The Company disclaims any intent or obligation to update any “forward looking statement” made in this Form 10-Q to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

3


TEAM HEALTH HOLDINGS, INC.
QUARTERLY REPORT FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2013
 
 
 
Page
 
 
 
 
 
 
 
 
 
 

4


PART 1. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
TEAM HEALTH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
 
 
December 31,
2012
 
September 30,
2013
 
(Unaudited)
(In thousands)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
41,240

 
$
132,008

Accounts receivable, less allowance for uncollectibles of $337,049 and $395,249 in 2012 and 2013, respectively
363,779

 
375,488

Prepaid expenses and other current assets
38,051

 
37,832

Receivables under insured programs
31,371

 
19,189

Total current assets
474,441

 
564,517

Investments of insurance subsidiary
72,315

 
80,026

Property and equipment, net
49,166

 
47,353

Other intangibles, net
137,944

 
120,276

Goodwill
337,600

 
352,313

Deferred income taxes
31,599

 
31,287

Receivables under insured programs
47,886

 
42,809

Other
48,448

 
54,568

 
$
1,199,399

 
$
1,293,149

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
25,046

 
$
19,913

Accrued compensation and physician payable
180,127

 
176,686

Other accrued liabilities
132,115

 
135,450

Income tax payable
1,082

 
3,975

Current maturities of long-term debt
16,250

 
16,250

Deferred income taxes
39,489

 
38,677

Total current liabilities
394,109

 
390,951

Long-term debt, less current maturities
501,563

 
489,375

Other non-current liabilities
186,260

 
192,616

Shareholders’ equity:
 
 
 
Common stock, ($0.01 par value; 100,000 shares authorized, 67,763 and 69,703 shares issued and outstanding at December 31, 2012 and September 30, 2013, respectively)
678

 
697

Additional paid-in capital
578,553

 
615,777

Accumulated deficit
(464,002
)
 
(398,068
)
Accumulated other comprehensive earnings
1,701

 
520

Team Health Holdings, Inc. shareholders’ equity
116,930

 
218,926

Noncontrolling interest
537

 
1,281

Total shareholders' equity including noncontrolling interest
117,467

 
220,207

 
$
1,199,399

 
$
1,293,149

See accompanying notes to consolidated financial statements.

5


TEAM HEALTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
 

 
Three Months Ended September 30,
 
2012
 
2013
 
(Unaudited)
(In thousands, except per share data)
Net revenue before provision for uncollectibles
$
984,843

 
$
1,115,885

Provision for uncollectibles
445,621

 
509,758

Net revenue
539,222

 
606,127

Cost of services rendered (exclusive of depreciation and amortization shown separately below)
 
 
 
Professional service expenses
418,243

 
472,027

Professional liability costs
18,074

 
17,467

General and administrative expenses (includes contingent purchase compensation expense of $7,558 and $(1,602) in 2012 and 2013, respectively)
55,170

 
51,567

Other income
(3,303
)
 
(1,384
)
Depreciation
3,962

 
4,281

Amortization
8,058

 
8,665

Interest expense, net
4,151

 
3,827

Transaction costs
1,287

 
1,017

Earnings before income taxes
33,580

 
48,660

Provision for income taxes
13,127

 
19,184

  Net earnings
20,453

 
29,476

Net earnings attributable to noncontrolling interest

 
49

Net earnings attributable to Team Health Holdings, Inc.
$
20,453

 
$
29,427

 
 
 
 
Net earnings per share of Team Health Holdings, Inc.
 
 
 
Basic
$
0.31

 
$
0.42

Diluted
$
0.30

 
$
0.41

Weighted average shares outstanding
 
 
 
Basic
66,712

 
69,384

Diluted
68,746

 
71,209

 
 
 
 
Other comprehensive loss, net of tax:
 
 
 
Net change in fair value of investments, net of tax of $(781) and $(34) for 2012 and 2013, respectively
(1,452
)
 
(63
)
Comprehensive earnings
19,001

 
29,413

Comprehensive earnings attributable to noncontrolling interest

 
49

Comprehensive earnings attributable to Team Health Holdings, Inc.
$
19,001

 
$
29,364

See accompanying notes to consolidated financial statements.


6


TEAM HEALTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
 

 
Nine Months Ended September 30,
 
2012
 
2013
 
(Unaudited)
(In thousands, except per share data)
Net revenue before provision for uncollectibles
$
2,755,486

 
$
3,185,040

Provision for uncollectibles
1,231,303

 
1,423,235

Net revenue
1,524,183

 
1,761,805

Cost of services rendered (exclusive of depreciation and amortization shown separately below)
 
 
 
Professional service expenses
1,182,648

 
1,379,568

Professional liability costs
57,042

 
55,199

General and administrative expenses (includes contingent purchase compensation expense of $26,143 and $18,568 in 2012 and 2013, respectively)
160,034

 
166,617

Other income
(4,476
)
 
(2,848
)
Depreciation
10,611

 
12,559

Amortization
21,507

 
27,033

Interest expense, net
11,682

 
11,363

Transaction costs
3,792

 
1,590

Earnings before income taxes
81,343

 
110,724

Provision for income taxes
32,350

 
44,646

  Net earnings
48,993

 
66,078

Net earnings attributable to noncontrolling interest

 
143

Net earnings attributable to Team Health Holdings, Inc.
$
48,993

 
$
65,935

 
 
 
 
Net earnings per share of Team Health Holdings, Inc.
 
 
 
Basic
$
0.74

 
$
0.96

Diluted
$
0.72

 
$
0.93

Weighted average shares outstanding
 
 
 
Basic
66,037

 
68,760

Diluted
67,943

 
70,841

 
 
 
 
Other comprehensive loss, net of tax:
 
 
 
Net change in fair value of investments, net of tax of $(763) and $(637) for 2012 and 2013, respectively
(1,418
)
 
(1,181
)
Comprehensive earnings
47,575

 
64,897

Comprehensive earnings attributable to noncontrolling interest

 
143

Comprehensive earnings attributable to Team Health Holdings, Inc.
$
47,575

 
$
64,754

See accompanying notes to consolidated financial statements.



7


TEAM HEALTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended September 30,
 
2012
 
2013
 
(Unaudited)
(In thousands)
Operating Activities
 
 
 
Net earnings
$
48,993

 
$
66,078

Adjustments to reconcile net earnings:
 
 
 
Depreciation
10,611

 
12,559

Amortization
21,507

 
27,033

Amortization of deferred financing costs
596

 
764

Equity based compensation expense
4,822

 
6,988

Provision for uncollectibles
1,231,303

 
1,423,235

Deferred income taxes
3,992

 
137

(Gain) loss on disposal or sale of equipment
(61
)
 
79

Equity in joint venture income
(2,201
)
 
(2,723
)
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
(1,278,193
)
 
(1,434,125
)
Prepaids and other assets
(5,951
)
 
(4,209
)
Income tax accounts
(2,161
)
 
959

Accounts payable
(3,275
)
 
(4,934
)
Accrued compensation and physician payable
8,853

 
2,031

Contingent purchase liabilities
8,773

 
13,934

Other accrued liabilities
(15,114
)
 
(5,774
)
Professional liability reserves
(8,890
)
 
12,654

Net cash provided by operating activities
23,604

 
114,686

Investing Activities
 
 
 
Purchases of property and equipment
(15,695
)
 
(11,563
)
Sale of property and equipment
171

 
125

Cash paid for acquisitions, net
(146,529
)
 
(22,432
)
Purchases of investments by insurance subsidiary
(138,913
)
 
(68,612
)
Proceeds from investments by insurance subsidiary
164,707

 
59,082

Other investing activities
(2,000
)
 

Net cash used in investing activities
(138,259
)
 
(43,400
)
Financing Activities
 
 
 
Payments on notes payable
(7,500
)
 
(12,188
)
Proceeds from revolving credit facility
683,600

 

Payments on revolving credit facility
(585,600
)
 

Stock issuance costs
(1,106
)
 
(519
)
Payments of financing costs
(19
)
 
(1
)
Contribution from noncontrolling interest

 
600

Proceeds from the issuance of common stock under stock purchase plans
1,054

 
1,443

Proceeds from exercise of stock options
20,635

 
26,363

Tax benefit from exercise of stock options
807

 
3,784

Net cash provided by financing activities
111,871

 
19,482

Net (decrease) increase in cash and cash equivalents
(2,784
)
 
90,768

Cash and cash equivalents, beginning of period
9,855

 
41,240

Cash and cash equivalents, end of period
$
7,071

 
$
132,008

Supplemental cash flow information:
 
 
 
Interest paid
$
12,842

 
$
11,669

Taxes paid
$
30,552

 
$
39,899

See accompanying notes to consolidated financial statements.

8


TEAM HEALTH HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of Team Health Holdings, Inc. (the Company) and its wholly owned subsidiaries and affiliated medical groups and have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary for a fair presentation of results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet of the Company at December 31, 2012 has been derived from the audited financial statements at that date, but does not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These financial statements and the notes thereto should be read in conjunction with the December 31, 2012 audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for fiscal year 2012 filed with the Securities and Exchange Commission (SEC).
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates.
Note 2. Secondary Offering
On February 15, 2013 a secondary offering of common stock by Ensemble Parent LLC, an investment fund affiliated with The Blackstone Group L. P. (Ensemble), and certain officers and directors was consummated. An aggregate of 9,633,117 shares were sold in this secondary offering. The Company did not receive any proceeds from the sale of shares in this secondary offering. The sale of 9,588,990 shares by Ensemble represented the remainder of its ownership of the Company's common stock.
Note 3. Recently Adopted and Recently Issued Accounting Guidance
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASU’s. ASU’s not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations.
On January 1, 2013, the Company adopted changes issued by the FASB related to the testing of indefinite-lived intangible assets for impairment, similar to the goodwill changes adopted in October 2011. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. Notwithstanding the adoption of these changes, management plans to proceed directly to the two-step quantitative test for the Company's indefinite-lived intangible assets. The adoption of these changes had no impact on the Consolidated Financial Statements.
On January 1, 2013, the Company adopted changes issued by the FASB to the reporting of amounts reclassified out of accumulated other comprehensive earnings. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive earnings on the respective line items in net earnings if the amount being reclassified is required to be reclassified in its entirety to net earnings. For other amounts that are not required to be reclassified in their entirety to net earnings in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive earnings. Other than the additional disclosure requirements (see below), the adoption of these changes had no impact on the Consolidated Financial Statements.

9


The changes in accumulated other comprehensive earnings related to available-for-sale securities were as follows (in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2012
 
2013
 
2012
 
2013
Balance at beginning of period
  
$
3,336

 
$
583

 
$
3,302

 
$
1,701

 
 
 
 
 
 
 
 
 
Other comprehensive earnings:
  
 
 
 
 
 
 
 
     Net unrealized loss
  
235

 
(20
)
 
425

 
(1,728
)
     Tax benefit
  
781

 
34

 
763

 
637

Total other comprehensive loss before reclassifications, net of tax
  
1,016

 
14

 
1,188

 
(1,091
)
     Net amount reclassified to earnings(1)
  
(2,468
)
 
(77
)
 
(2,606
)
 
(90
)
     Tax expense(2)
  

 

 

 

Total amount reclassified from accumulated other comprehensive earnings, net of tax(3)
  
(2,468
)
 
(77
)
 
(2,606
)
 
(90
)
Total other comprehensive loss
  
(1,452
)
 
(63
)
 
(1,418
)
 
(1,181
)
 
 
 
 
 
 
 
 
 
Balance at end of period
  
$
1,884

 
$
520

 
$
1,884

 
$
520


(1) This amount was included in Other income on the accompanying Consolidated Statement of Comprehensive Earnings.
(2) These amounts were included in Provision for income taxes on the accompanying Consolidated Statement of Comprehensive Earnings.
(3) A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings.

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). The guidance requires an entity to present its unrecognized tax benefits net of its deferred tax assets when settlement in this manner is available under the tax law, which would be based on facts and circumstances as of the balance sheet reporting date and would not consider future events. Gross presentation in the notes to the financial statements will still be required. ASU 2013-11 will apply on a prospective basis to all unrecognized tax benefits that exist at the effective date, with the option to apply it retrospectively. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. While the adoption of ASU 2013-11 will not have an impact on the results of operations or cash flows, the Company is currently evaluating the impact of presenting unrecognized tax benefits net of deferred tax assets where applicable on the Consolidated Balance Sheets.

Note 4. Acquisitions and Contingent Purchase Obligations
Acquisitions
On January 31, 2013, the Company completed the acquisition of an emergency medicine staffing business located in Arizona. Effective June 1, 2013, the Company acquired certain assets of a medical staffing group that provides anesthesia staffing services to two hospitals located in Florida. Effective July 1, 2013, the Company completed the acquisition of the operations of three emergency medicine staffing businesses located in New Jersey, Wisconsin and Ohio. On July 29, 2013, the Company completed the acquisition of certain operations of a medical staffing group that provides emergency medicine staffing services to a hospital located in Michigan. The purchase price for these acquisitions was allocated in accordance with ASC Topic 805, “Business Combinations” (ASC 805), based on management’s estimates, to goodwill of approximately $14.7 million (of which $11.1 million is tax deductible goodwill) and other intangibles consisting of physician and hospital agreements of approximately $9.4 million. In addition, these agreements have contingent consideration provisions pursuant to which, if certain financial or other targets including a continued employment provision are achieved within a defined performance period, future cash payments currently estimated to be approximately $7.0 million could be made at the

10


conclusion of the performance periods. These acquisitions have expanded the Company’s presence in emergency medicine staffing in the Arizona, New Jersey, Wisconsin, Ohio and Michigan markets and anesthesia staffing in the Florida market.

The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements beginning on the acquisition date. Pro forma results of operations have not been presented because the effect of these acquisitions is not material to the Company’s consolidated results of operations individually or in the aggregate.

Effective October 11, 2013, the Company completed the acquisition of the operations of an emergency medicine and hospital medicine staffing business located in Kentucky, Indiana, Ohio and West Virginia. This acquisition has expanded the Company's presence in emergency medicine and hospital medicine staffing in those respective markets. The Company is still in the process of completing the purchase price allocation for this acquisition.
Total net cash paid for all of the 2013 acquisitions was $127.7 million.
Contingent Purchase Obligations
In accordance with ASC 805, when contingent payments are tied to continuing employment, such amounts are recognized ratably over the defined performance period as compensation expense which is included as a component of general and administrative expense in the results of the Company’s operations.
As of September 30, 2013, the Company estimates it may have to pay $53.9 million in future contingent payments for acquisitions made prior to September 30, 2013 based upon the current projected performance of the acquired operations of which $42.0 million is recorded as a liability in other liabilities and other non-current liabilities on the Company’s balance sheet. The remaining estimated liability of $11.8 million will be recorded as contingent purchase compensation expense over the remaining performance periods. The current estimate of future contingent payments could increase or decrease depending upon the actual performance of the acquisition over the respective performance periods. These payments will be made should the acquired operations achieve the financial targets or certain contract terms as agreed to in the respective acquisition agreements, including the requirements for continuing employment. In addition, the Company had a prepaid contingent purchase obligation of $3.2 million that will be recorded as contingent purchase compensation expense over the remaining performance period.


11


The changes to the Company’s accumulated contingent purchase liability for the nine months ended September 30, 2013 are as follows (in thousands):

Contingent purchase liability at December 31, 2012
$
28,077

Payments
(525
)
Contingent purchase compensation expense recognized
14,459

Contingent purchase liability at September 30, 2013
$
42,011


The changes to the Company’s prepaid contingent purchase liability for the nine months ended September 30, 2013 are as follows (in thousands):

Prepaid contingent purchase liability at December 31, 2012
$
7,305

Contingent purchase compensation expense recognized
4,109

Prepaid contingent purchase liability at September 30, 2013
$
3,196


Estimated unrecognized contingent purchase compensation expense as of September 30, 2013 is as follows (in thousands):
 
For the remainder of the year ended December 31, 2013
$
4,296

For the year ended December 31, 2014
9,833

For the year ended December 31, 2015
908

 
$
15,037

In the nine months ended September 30, 2012 and 2013, the Company recognized transaction costs of $3.8 million and $1.6 million, respectively, which related to external costs associated with due diligence and acquisition activity.
Note 5. Fair Value Measurements
The Company applies the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” in determining the fair value of its financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.
FASB ASC Topic 820 prioritizes the inputs used in measuring fair value into the following hierarchy:
 
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
 
 
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.


12


The following table provides information on those assets and liabilities the Company currently measures at fair value on a recurring basis as of December 31, 2012 and September 30, 2013 (in thousands):
 
 
Carrying Amount in Consolidated Balance Sheet December 31, 2012
 
Fair Value December 31, 2012
 
Fair Value
Level 1
 
Fair Value
Level 2
 
Fair Value
Level 3
Investments of insurance subsidiary:
 
 
 
 
 
 
 
 
 
Money market funds
$
7,251

 
$
7,251

 
$
7,251

 
$

 
$

U. S. Treasury securities
1,013

 
1,013

 

 
1,013

 

Municipal bonds
62,730

 
62,730

 

 
62,730

 

Agency notes
1,321

 
1,321

 

 
1,321

 

Total investments of insurance subsidiary
$
72,315

 
$
72,315

 
$
7,251

 
$
65,064

 
$

Supplemental employee retirement plan investments:
 
 
 
 
 
 
 
 
 
Mutual funds
$
20,103

 
$
20,103

 
$

 
$
20,103

 
$

 
 
Carrying Amount in Consolidated Balance Sheet September 30, 2013
 
Fair Value September 30, 2013
 
Fair Value
Level 1
 
Fair Value
Level 2
 
Fair Value
Level 3
Investments of insurance subsidiary:
 
 
 
 
 
 
 
 
 
Money market funds
$
5,307

 
$
5,307

 
$
5,307

 
$

 
$

U. S. Treasury securities
1,002

 
1,002

 

 
1,002

 

Municipal bonds
73,717

 
73,717

 

 
73,717

 

Total investments of insurance subsidiary
$
80,026

 
$
80,026

 
$
5,307

 
$
74,719

 
$

Supplemental employee retirement plan investments:
 
 
 
 
 
 
 
 
 
Mutual funds
$
25,948

 
$
25,948

 
$

 
$
25,948

 
$

The Company’s insurance subsidiary investments are valued using market prices on both active markets (Level 1) and less active markets (Level 2). Level 1 investment valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 investment valuations are obtained from readily available pricing sources for comparable investment or identical investments in less active markets. The fair values of the Company’s supplemental employee retirement investments are based on quoted prices. See Note 6 for more information regarding the Company’s investments.
The fair value of these investments reflected net unrealized gains of approximately $2.6 million as of December 31, 2012 and $0.8 million as of September 30, 2013.
In addition to the preceding disclosures prescribed by the provisions of ASC Topic 820, ASC Topic 825 “Financial Instruments” (formerly SFAS No. 107 “Disclosures About Fair Value of Financial Instruments”) requires the disclosure of the estimated fair value of financial instruments. The Company’s short term financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying value of the short term financial instruments approximates the fair value due to their short term nature. These financial instruments have no stated maturities or the financial instruments have short term maturities that approximate market.
The fair value of the Company's debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities (Level 2). At September 30, 2013, the estimated fair value of the Company’s outstanding debt was $505.6 million compared to a carrying value of $505.6 million.

13


Note 6. Investments
Investments are comprised of securities held by the Company’s captive insurance subsidiary and by the Company in connection with its participant directed supplemental employee retirement plan. Investments held by the Company’s captive insurance subsidiary are classified as available-for-sale securities. The unrealized gains or losses of investments held by the Company’s captive insurance subsidiary are included in accumulated other comprehensive earnings as a separate component of shareholders’ equity, unless the decline in value is deemed to be other-than-temporary and the Company does not have the intent and ability to hold such securities until their full cost can be recovered, in which case such securities are written down to fair value and the loss is charged to current period earnings.

The investments held by the Company in connection with its participant directed supplemental employee retirement plan are classified as trading securities; therefore, changes in fair value associated with these investments are recognized as a component of earnings.
At December 31, 2012 and September 30, 2013, amortized cost basis and aggregate fair value of the Company’s available-for-sale securities by investment type were as follows (in thousands):
 
 
Cost
Basis
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
December 31, 2012
 
 
 
 
 
 
 
Money market funds
$
7,251

 
$

 
$

 
$
7,251

U. S. Treasury securities
1,006

 
7

 

 
1,013

Municipal bonds
60,127

 
2,678

 
(75
)
 
62,730

Agency notes
1,314

 
7

 

 
1,321

 
$
69,698

 
$
2,692

 
$
(75
)
 
$
72,315

September 30, 2013
 
 
 
 
 
 
 
Money market funds
$
5,307

 
$

 
$

 
$
5,307

U. S. Treasury securities
1,005

 

 
(3
)
 
1,002

Municipal bonds
72,917

 
1,681

 
(881
)
 
73,717

 
$
79,229

 
$
1,681

 
$
(884
)
 
$
80,026


14


At December 31, 2012 and September 30, 2013, the amortized cost basis and aggregate fair value of the Company’s available-for-sale securities by contractual maturities were as follows (in thousands):
 
 
Cost
Basis
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
December 31, 2012
 
 
 
 
 
 
 
Due in less than one year
$
11,340

 
$
25

 
$

 
$
11,365

Due after one year through five years
37,109

 
1,726

 
(35
)
 
38,800

Due after five years through ten years
19,503

 
936

 
(35
)
 
20,404

Due after ten years
1,746

 
5

 
(5
)
 
1,746

Total
$
69,698

 
$
2,692

 
$
(75
)
 
$
72,315

September 30, 2013
 
 
 
 
 
 
 
Due in less than one year
$
10,671

 
$
78

 
$

 
$
10,749

Due after one year through five years
48,154

 
1,426

 
(377
)
 
49,203

Due after five years through ten years
17,670

 
177

 
(322
)
 
17,525

Due after ten years
2,734

 

 
(185
)
 
2,549

Total
$
79,229

 
$
1,681

 
$
(884
)
 
$
80,026

A summary of the Company’s temporarily impaired available-for-sale investment securities as of September 30, 2013 follows (in thousands):
 
 
Impaired Less
Than 12 Months
 
Impaired
Over 12 Months
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$

 
$

 
$

 
$

 
$

 
$

U. S. Treasury securities
1,003

 
(3
)
 

 

 
1,003

 
(3
)
Municipal bonds
29,369

 
(881
)
 

 

 
29,369

 
(881
)
Total investment
$
30,372

 
$
(884
)
 
$

 
$

 
$
30,372

 
$
(884
)

The unrealized losses resulted from changes in market interest rates, not from changes in the probability of contractual cash flows. Because the Company has the ability and intent to hold the investments until a recovery of carrying value and full collection of the amounts due according to the contractual terms of the investments is expected, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2013.
During the nine months ended September 30, 2013, the Company recorded a gain of approximately $0.1 million on the sale of specifically identified investments.
As of September 30, 2013, the investments related to the participant directed supplemental employee retirement plan totaled $25.9 million and are included in other assets in the accompanying consolidated balance sheets. The net trading gains on those investments for the nine months ended on September 30, 2013 that were still held by the Company as of September 30, 2013 are as follows (in thousands):
 
Net gains and losses recognized during the nine months ended September 30, 2013 on trading securities
$
1,322

Less: Net gains and losses recognized during the period on trading securities sold during the nine months ended September 30, 2013
123

Unrealized gains and losses recognized on trading securities still held at September 30, 2013
$
1,199

In March 2012, the Company made an investment in a variable interest entity that is a provider of hospital-based telemedicine consultations. The Company has determined that it is not the primary beneficiary of the entity, as it does not have the power to direct the activities that most significantly impact economic performance of the entity nor the responsibility to absorb a majority of the expected losses and therefore, the entity is not consolidated and the investment is accounted for under

15


the cost method. The determination of whether the Company is the primary beneficiary was performed at the time of our initial investment and is performed at the date of each subsequent reporting period. This investment is accounted for as a cost method investment, which is classified in other assets in the accompanying consolidated balance sheets and measured at fair value on a nonrecurring basis. The fair value of the Company's cost method investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. As of December 31, 2012 and September 30, 2013, the carrying amount and maximum exposure to loss of this investment was $2.0 million. When measured on a recurring basis, this investment is considered Level 3 in the fair value hierarchy due to the use of unobservable inputs to measure fair value.

Note 7. Net Revenue
Net revenue consists of fee for service revenue, contract revenue and other revenue. The Company’s net revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities and is recorded in the period the services are rendered. Under the fee for service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payers. Fee for service revenue reflects gross fee for service charges less contractual allowances and policy discounts, where applicable. Contractual adjustments represent the Company’s estimate of discounts and other adjustments to be recognized from gross fee for service charges under contractual payment arrangements, primarily with commercial, managed care and governmental payment plans such as Medicare and Medicaid when the Company’s providers participate in such plans. Contractual adjustments are not reflected in self-pay fee for service revenue. Contract revenue represents revenue generated under contracts in which the Company provides physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates, monthly contractual rates, or certain operational or financial metrics. Revenue in such cases is recognized as the hours are worked by the Company’s affiliated staff and contractors or as metrics are realized. Other revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. The Company also records a provision for uncollectible accounts based primarily on historical collection experience to record accounts receivables at the estimated amounts expected to be collected.
Net revenue for the three and nine months ended September 30, 2012 and 2013 consisted of the following (in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2013
 
2012
 
2013
Medicare
$
104,404

 
19.4
 %
 
$
115,162

 
19.0
 %
 
$
303,369

 
19.9
 %
 
$
345,213

 
19.6
 %
Medicaid
82,120

 
15.2

 
101,406

 
16.7

 
237,991

 
15.6

 
276,932

 
15.7

Commercial and managed care
240,244

 
44.6

 
272,612

 
45.0

 
674,166

 
44.2

 
790,898

 
44.9

Self-pay
380,633

 
70.6

 
425,610

 
70.2

 
1,054,803

 
69.2

 
1,193,074

 
67.7

Other
21,482

 
4.0

 
24,285

 
4.0

 
59,317

 
3.9

 
68,440

 
3.9

Unbilled
2,055

 
0.4

 
4,249

 
0.7

 
7,920

 
0.5

 
2,826

 
0.2

Net fee for service revenue before provision for uncollectibles
830,938

 
154.1

 
943,324

 
155.6

 
2,337,566

 
153.4

 
2,677,383

 
152.0

Contract revenue before provision for uncollectibles
144,821

 
26.8

 
161,630

 
26.7

 
392,361

 
25.7

 
478,681

 
27.2

Other
9,084

 
1.7

 
10,931

 
1.8

 
25,559

 
1.7

 
28,976

 
1.6

Net revenue before provision for uncollectibles
984,843

 
182.6

 
1,115,885

 
184.1

 
2,755,486

 
180.8

 
3,185,040

 
180.8

Provision for uncollectibles
(445,621
)
 
(82.6
)
 
(509,758
)
 
(84.1
)
 
(1,231,303
)
 
(80.8
)
 
(1,423,235
)
 
(80.8
)
Net revenue
$
539,222

 
100.0
 %
 
$
606,127

 
100.0
 %
 
$
1,524,183

 
100.0
 %
 
$
1,761,805

 
100.0
 %
The Company employs several methodologies for determining its allowance for uncollectibles depending on the nature of the net revenue before provision for uncollectibles recognized. The Company initially determines gross revenue for its fee for service patient visits based upon established fee schedule prices. Such gross revenue is reduced for estimated contractual

16


allowances for those patient visits covered by contractual insurance arrangements to result in estimated net revenue before provision for uncollectibles. Net revenue before provision for uncollectibles is then reduced for management’s estimate of uncollectible amounts. Fee for service net revenue represents estimated cash to be collected from such patient visits and is net of management’s estimate of account balances estimated to be uncollectible. The provision for uncollectible fee for service patient visits is based on historical experience resulting from over ten million annual fee for service patient visits. The significant volume of patient visits and the terms of thousands of commercial and managed care contracts and the various reimbursement policies relating to governmental healthcare programs do not make it feasible to evaluate fee for service accounts receivable on a specific account basis. Fee for service accounts receivable collection estimates are reviewed on a quarterly basis for each fee for service contract by period of accounts receivable origination. Such reviews include the use of historical cash collection percentages by contract adjusted for the lapse of time since the date of the patient visit. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by the Company’s billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Contract-related net revenue is billed based on the terms of the contract at amounts expected to be collected. Such billings are typically submitted on a monthly basis and aged trial balances prepared. Allowances for estimated uncollectible amounts related to such contract billings are made based upon specific accounts and invoice periodic reviews once it is concluded that such amounts are not likely to be collected. Approximately 99% of the Company’s allowance for doubtful accounts is related to receivables for fee for service patient visits. The principal exposure for uncollectible fee for service visits is centered in self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. While the Company does not specifically allocate the allowance for doubtful accounts to individual accounts or specific payer classifications, the portion of the allowance associated with fee for service charges as of September 30, 2013 was equal to approximately 92% of outstanding self-pay fee for service patient accounts. The methodologies employed to compute allowances for doubtful accounts were unchanged between 2012 and 2013.
Note 8. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill during the year ended December 31, 2012 and the nine months ended September 30, 2013 were as follows (in thousands):
 
Goodwill
$
376,794

Accumulated impairment loss
(144,579
)
Additions through 2012 acquisitions
105,385

Balance, December 31, 2012
$
337,600

Goodwill
$
482,179

Accumulated impairment loss
(144,579
)
Additions through 2013 acquisitions
14,713

Balance, September 30, 2013
$
352,313


Goodwill Impairment Testing

During the quarter ended June 30, 2013, the Company voluntarily changed the date of its annual goodwill impairment test from the last day of the fiscal year to the first day of the fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to prepare and complete the impairment test, including measurement of any indicated impairment of goodwill, as necessary, prior to filing of the Form 10-K. This voluntary change in accounting principle was not made to delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require the application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.

17


The following is a summary of intangible assets and related amortization as of December 31, 2012 and September 30, 2013 (in thousands):

 
Gross Carrying
Amount
 
Accumulated
Amortization
As of December 31, 2012:
 
 
 
Contracts
$
199,644

 
$
(69,216
)
Other
9,450

 
(1,934
)
Total
$
209,094

 
$
(71,150
)
As of September 30, 2013:
 
 
 
Contracts
$
187,810

 
$
(73,553
)
Other
9,450

 
(3,431
)
Total
$
197,260

 
$
(76,984
)
Aggregate amortization expense:
 
 
 
For the nine months ended September 30, 2013
 
 
$
27,033

Estimated amortization expense:
 
 
 
For the remainder of the year ended December 31, 2013
 
 
$
8,425

For the year ended December 31, 2014
 
 
32,963

For the year ended December 31, 2015
 
 
29,432

For the year ended December 31, 2016
 
 
24,166

For the year ended December 31, 2017
 
 
18,333

For the years ended December 31, 2018 and thereafter
 
 
6,957

Contract intangibles are amortized over their estimated life, which is approximately four to seven years. As of September 30, 2013, the weighted average remaining amortization period for intangible assets was 3.3 years.
Note 9. Long-Term Debt
Long-term debt as of September 30, 2013 consisted of the following (in thousands):
 
Term A Loan Facility
$
261,250

Term B Loan Facility
244,375

Revolving line of credit

 
505,625

Less current portion
(16,250
)
 
$
489,375

On November 1, 2012, the Company entered into an amendment to its senior secured credit facilities which, among other things, (1) increased the existing Term Loan A Facility from $150.0 million ($140.6 million outstanding at November 1, 2012) to $275.0 million, (2) increased the Company's existing Revolving Credit Facility to $250.0 million, (3) increased the Company's option to exercise its Incremental Facility for an amount up to the greater of (x) $250.0 million (increased from $150.0 million) and (y) an amount such that, after giving pro forma effect to the increase, the first lien leverage ratio does not exceed 3.75:1.00, subject to the consent of lenders and the satisfaction of certain conditions, and (4) extended the maturities of the Term Loan A Facility and the Revolving Credit Facility from June 29, 2016 to November 1, 2017. The existing $250.0 million Term Loan B Facility was not subject to the Amendment and remains in place with current terms and conditions.
The Term A Loan Facility matures on November 1, 2017. The Term B Loan Facility matures on June 29, 2018. The Revolving Credit Facility has a final maturity date of November 1, 2017. The maturity dates under the Credit Facility are subject to extension with lender consent according to the terms of the agreement.
The interest rate on any outstanding revolving credit borrowings and Term A loans, and the commitment fee applicable to undrawn revolving commitments, is priced off a grid based upon the Company’s first lien net leverage ratio and which is initially LIBOR +1.75% in the case of revolving credit borrowings and Term A loans and 0.35% in the case of unused revolving commitments. The interest rate on the Term B loan is LIBOR +2.75%, subject to a 1% LIBOR floor. The interest rate

18


at September 30, 2013 was 2.00% for amounts outstanding under the Term A Loan Facility and 3.75% for the Term B Loan Facility.
The Company had no borrowings under the revolving line of credit outstanding as of September 30, 2013, and the Company had $6.1 million of standby letters of credit outstanding against the revolving credit facility commitment.
The senior credit facility agreement contains both affirmative and negative covenants, including limitations on the Company’s ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire its capital stock, acquire the capital stock or assets of another business and pay dividends, and requires the Company to comply with a maximum first lien net leverage ratio, tested quarterly. At September 30, 2013, the Company was in compliance with all covenants under the new senior credit facility agreement. The Credit Facility is secured by substantially all of the Company’s U. S. subsidiaries’ assets.
Aggregate annual maturities of long-term debt as of September 30, 2013 are as follows (in thousands):
 
2013
$
16,250

2014
23,125

2015
30,000

2016
23,125

2017 and thereafter
413,125


Note 10. Professional Liability Insurance
The Company’s professional liability loss reserves included in other accrued liabilities and other non-current liabilities in the accompanying consolidated balance sheets consisted of the following (in thousands):
 
 
December 31,
2012
 
September 30,
2013
Estimated losses under self-insured programs
$
145,016

 
$
157,670

Estimated losses under commercial insurance programs
79,258

 
61,998

 
224,274

 
219,668

Less estimated payable within one year
72,505

 
61,705

 
$
151,769

 
$
157,963

The changes to the Company’s estimated losses under self-insured programs as of September 30, 2013 were as follows (in thousands):
 
Balance, December 31, 2012
$
145,016

Reserves related to current period
39,636

Reclassification from other liabilities
1,679

Payments for current period reserves
(1,784
)
Payments for prior period reserves
(26,877
)
Balance, September 30, 2013
$
157,670

The Company provides for its estimated professional liability losses through a combination of self-insurance and commercial insurance programs. Losses under commercial insurance programs in excess of the limit of coverage remain as a self-insured obligation of the Company. A portion of the professional liability loss risks being provided for through self-insurance (claims-made basis) are transferred to and funded into a captive insurance company. The accounts of the captive insurance company are fully consolidated with those of the other operations of the Company in the accompanying consolidated financial statements.
The self-insurance components of our risk management program include reserves for future claims incurred but not reported (IBNR). As of December 31, 2012, of the $145.0 million of estimated losses under self-insured programs,

19


approximately $94.2 million represented an estimate of IBNR claims and expenses and additional loss development, with the remaining $50.8 million representing specific case reserves. Of the specific case reserves as of December 31, 2012, $2.8 million represented case reserves that had settled but not yet funded, and $48.0 million reflected unsettled case reserves.
As of September 30, 2013, of the $157.7 million of estimated losses under self-insurance programs, approximately $94.1 million represented an estimate of IBNR claims and expenses and additional loss development, with the remaining $63.6 million representing specific case reserves. Of the specific case reserves as of September 30, 2013, $2.0 million represented case reserves that had been settled but not yet funded, and $61.6 million reflected unsettled case reserves.
The Company’s provisions for losses under its self-insurance components are estimated using the results of periodic actuarial studies. Such actuarial studies include numerous underlying estimates and assumptions, including assumptions as to future claim losses, the severity and frequency of such projected losses, loss development factors and others. The Company’s provisions for losses under its self-insured components are subject to subsequent adjustment should future actuarial projected results for such periods indicate projected losses greater or less than previously projected.
The Company’s most recent actuarial valuation was completed in October 2013. Based on the results of the actuarial study completed in October 2013, management determined no additional change was necessary in the consolidated reserves for professional liability losses during the third quarter of 2013 related to prior year loss estimates. The discount rate on professional liability reserves was 1.1% at September 30, 2013 and 0.7% at December 31, 2012.

Note 11. Share-based Compensation
Stock Incentive Plan
In May 2013 the Company's shareholders approved the Team Health Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan (Stock Plan) that amended the 2009 Stock Incentive Plan.
Purpose. The purpose of the Stock Plan is to aid in recruiting and retaining key employees, directors, consultants, and other service providers of outstanding ability and to motivate those employees, directors, consultants, and other service providers to exert their best efforts on behalf of the Company and its affiliates by providing incentives through the granting of options, stock appreciation rights and other stock-based awards.
Shares Subject to the Plan. The Stock Plan provides that the total number of shares of common stock that may be issued is 15,100,000, of which 3,719,090 are available to grant as of September 30, 2013. Shares of the Company’s common stock covered by awards that terminate or lapse without the payment of consideration may be granted again under the Stock Plan.

The following table summarizes the status of options under the Stock Plan as of September 30, 2013:
 
 
Shares
(in thousands)
 
Weighted Average
Exercise Price
 
Aggregate
Intrinsic Value
(in thousands)
 
Weighted Average
Remaining Life
in Years
Outstanding at beginning of year
6,673

 
$
17.35

 
$
76,180

 
7.9
Granted
566

 
38.45

 
 
 
 
Exercised
(1,660
)
 
15.39

 
25,541

 
 
Expired or forfeited
(212
)
 
19.76

 
 
 
 
Outstanding at end of period
5,367

 
$
20.09

 
$
96,088

 
7.3
Exercisable at end of period
2,794

 
$
16.11

 
$
60,996

 
6.8
Intrinsic value is the amount by which the stock price as of September 30, 2013 exceeds the exercise price of the options. As of September 30, 2013, the Company had approximately $20.9 million of unrecognized compensation expense, net of estimated forfeitures related to unvested options which will be recognized over the remaining requisite service period. Fair value of the options granted in 2013 was based on the grant date fair value as calculated by the Black-Scholes option pricing formula with the following assumptions: risk-free interest rate of 1.0%, implied volatility of 41.0% and an expected life of the options of 5.25 years. The weighted average estimated fair value of options granted during 2013 was $14.53.
The Company has also granted a total of 311,000 shares of restricted stock under the Stock Plan to independent board members and certain members of management, of which, approximately 256,000 were granted in 2013. The issued shares vest annually over a three-year period for the grants made to the independent board members and a four-year period for the grants made to management from the initial grant date. The Company recorded restricted stock expense of approximately $1.0 million

20


relating to these shares during the nine months ended September 30, 2013 and had $7.4 million of expense remaining to be recognized over the requisite service period for these awards at September 30, 2013.
A summary of changes in total outstanding unvested shares of restricted stock for the nine months ended September 30, 2013 is as follows:
 
 
Shares
(in thousands)
Outstanding at beginning of year
58

Granted
256

Vested
(57
)
Forfeited and expired
(18
)
Outstanding at September 30, 2013
239

Stock Purchase Plans
In May 2010, the Company’s Board of Directors adopted the 2010 Employee Stock Purchase Plan (ESPP) and the 2010 Nonqualified Stock Purchase Plan (NQSPP).
The ESPP provides for the issuance of up to 600,000 shares to the Company’s employees. All eligible employees are granted identical rights to purchase common stock in each Board authorized offering under the ESPP. Rights granted pursuant to any offering under the ESPP terminate immediately upon cessation of an employee’s employment for any reason. In general, an employee may reduce his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Employees receive a 5% discount on shares purchased under the ESPP. Rights granted under the plan are not transferable and may be exercised only by the person to whom such rights are granted. Offerings occur every six months in October and April. As of September 30, 2013, contributions under the ESPP totaled $1.0 million. In October 2013, approximately 28,000 shares of the Company’s common stock were issued to plan participants.
The NQSPP provides for the issuance of up to 800,000 shares to our independent contractors. All eligible contractors are granted identical rights to purchase common stock in each Board authorized offering under the NQSPP. Rights granted pursuant to any offering under the NQSPP terminate immediately upon cessation of a contractor’s relationship with the Company for any reason. In general, a contractor may reduce his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Contractors receive a 5% discount on shares purchased under the NQSPP. Rights granted under the NQSPP are not transferable and may be exercised only by the person to whom such rights are granted. Offerings occur every six months in October and April. As of September 30, 2013, contributions under the NQSPP totaled $0.6 million. In October 2013, approximately 15,000 shares of the Company’s common stock were issued to plan participants.
Note 12. Contingencies
Litigation
We are currently a party to various legal proceedings arising in the ordinary course of business. The legal proceedings we are involved in from time to time include lawsuits, claims, audits and investigations, including those arising out of services provided, personal injury claims, professional liability claims, our billing, collection and marketing practices, employment disputes and contractual claims, and seek monetary and other relief, including statutory damages and penalties. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the period in which the ruling occurs. The estimate of the potential impact from such legal proceedings on our financial position or overall results of operations could change in the future.
On August 20, 2013, a federal lawsuit was unsealed against the Company and unrelated third parties in the Eastern District of California. The qui tam whistleblower complaint was filed in June 2011 and asserts violations of federal and state false claims acts based primarily on alleged misuse of a medical record template used to document the medical services provided to patients. The federal government has declined to intervene in the case, and no state has intervened. The plaintiff filed a notice of voluntary dismissal on October 4, 2013.
On September 3, 2013, the Company received a subpoena from the U.S. Department of Health and Human Services Office of Inspector General. The subpoena requests copies of certain documents that are primarily related to the Company’s services at hospitals that are affiliated with Health Management Associates, Inc. (“HMA”) and any of HMA’s affiliates. The

21


Company intends to cooperate with the government in its investigation and is in the process of responding to the government’s request.
Healthcare Regulatory Matters
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action. From time to time, governmental regulatory agencies conduct inquiries and audits of the Company’s practices. It is the Company’s current practice and future intent to cooperate fully with such inquiries.
In addition to laws and regulations governing the Medicare and Medicaid programs, there are a number of federal and state laws and regulations governing such matters as the corporate practice of medicine and fee splitting arrangements, anti-kickback statutes, physician self-referral laws, false or fraudulent claims filing and patient privacy requirements. The failure to comply with any of such laws or regulations could have an adverse impact on our operations and financial results. It is management’s belief that the Company is in substantial compliance in all material respects with such laws and regulations.
Healthcare Reform
The Patient Protection and Affordable Care Act (PPACA), signed into law on March 23, 2010, as amended by the Health Care and Education Reconciliation Act of 2010 on March 30, 2010, collectively referred to as the Healthcare Reform Laws, significantly affect the U.S. healthcare system by increasing access to health insurance benefits for the uninsured and underinsured populations, among other changes. On June 28, 2012, the U.S. Supreme Court (the Supreme Court) upheld the constitutionality of the requirement in PPACA that individuals maintain health insurance or pay a penalty (the individual mandate) under Congress's taxing power. The Supreme Court upheld the PPACA provision expanding Medicaid eligibility to new populations as constitutional, but only so long as the expansion of the Medicaid program is optional for the states. States that choose not to expand their Medicaid programs to newly eligible populations in PPACA can only lose the new federal Medicaid funding in PPACA but not their eligibility for existing federal Medicaid matching payments. While the ultimate impact of these laws and implementing regulations will not be known until all provisions are fully implemented, the Company believes that some of their provisions will likely yield positive results, such as increasing access to health benefits for the uninsured and underinsured populations. Other provisions, however, such as Medicare payment reforms and reductions that could reduce provider payments, may have an adverse effect on the reimbursement rates the Company receives for services provided by affiliated healthcare professionals.

22


Note 13. Earnings Per Share
The Company computes basic earnings per share using the weighted average number of shares outstanding. The Company computes diluted earnings per share using the weighted average number of shares outstanding plus the dilutive effect of restricted common shares and outstanding stock options. The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2012 and 2013 (in thousands, except per share amounts):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2013
 
2012
 
2013
Net earnings attributable to Team Health Holdings, Inc. (numerator for basic and diluted earnings per share)
$
20,453

 
$
29,427

 
$
48,993

 
$
65,935

Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding
66,712

 
69,384

 
66,037

 
68,760

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options
1,984

 
1,784

 
1,855

 
1,948

Restricted stock
48

 
39

 
49

 
131

Stock purchase plans
2

 
2

 
2

 
2

Shares used for diluted earnings per share
68,746

 
71,209

 
67,943

 
70,841

Basic net earnings per share of Team Health Holdings, Inc.
$
0.31

 
$
0.42

 
$
0.74

 
$
0.96

Diluted net earnings per share of Team Health Holdings, Inc.
$
0.30

 
$
0.41

 
$
0.72

 
$
0.93

Securities excluded from diluted earnings per share of Team Health Holdings, Inc. because they were antidilutive:
 
 
 
 
 
 
 
Stock options
2,907

 
565

 
2,245

 
278

Restricted stock

 
11

 

 

Note 14. Noncontrolling Interests in Consolidated Entity
In November 2012, the Company entered into a joint venture to provide administrative management and billing services to certain existing urgent care clinics the Company operates. The joint venture partner contributed $0.5 million in November 2012, and $0.6 million in August 2013 to the Company for its interest. The consolidated financial statements include all assets, liabilities, revenues and expenses of the less than 100% owned entity that the Company controls. Accordingly, the Company has recorded noncontrolling interests in the earnings and equity of this entity.
Note 15. Segment Reporting
During the fourth quarter of 2012, the Company completed certain changes to its management reporting structure to better align its businesses with Company objectives and operating strategies. These changes resulted in changes in the Company's operating and reportable segments. In connection with the changes, the Company determined, in accordance with segment reporting guidance, that it provides services through ten operating segments which are aggregated into two reportable segments, Healthcare Staffing and Other Services. The Healthcare Staffing segment, which is an aggregation of emergency medicine, anesthesia, specialty surgery and locums staffing, provides comprehensive healthcare service programs to users and providers of healthcare services on a fee for service as well as a cost plus or contract basis. The Other Services segment, is an aggregation of hospital medicine, military and government healthcare staffing, clinical services, nurse call center operations, After Hours Pediatrics as well as billing, collection and consulting services that provides a range of other comprehensive healthcare services. The operating segments included in the Other Services reportable segment, while similar in the types of services provided by those operating segments included in the Healthcare Staffing segment, do not meet the aggregation criteria prescribed by the segment reporting guidance nor do they meet the quantitative thresholds that would require a separate presentation. The segment results for the three and nine months ended September 30, 2012 have been restated to conform to the current year reporting of these businesses.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net revenue, where intercompany charges have been eliminated. Certain expenses are not allocated to the segments. These

23


unallocated expenses are corporate expenses, net interest expense, depreciation and amortization, transaction costs and income taxes. The Company evaluates segment performance based on profit and loss before the aforementioned expenses.
The following table presents financial information for each reportable segment. Depreciation, amortization, impairment of intangibles, management fee and other expenses separately identified in the consolidated statements of operations are included as a reduction to the respective segments’ operating earnings for each year below (in thousands): 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2013
 
2012
 
2013
Net Revenue:
 
 
 
 
 
 
 
Healthcare Services
$
446,433

 
$
506,742

 
$
1,258,459

 
$
1,466,153

Other Services
92,789

 
99,385

 
265,724

 
295,652

 
$
539,222

 
$
606,127

 
$
1,524,183

 
$
1,761,805

Operating Earnings:
 
 
 
 
 
 
 
Healthcare Services
$
19,921

 
$
34,426

 
$
42,722

 
$
59,736

Other Services
3,948

 
4,886

 
13,556

 
21,950

General Corporate
13,862

 
13,175

 
36,747

 
40,401

 
$
37,731

 
$
52,487

 
$
93,025

 
$
122,087

Reconciliation of Operating Earnings to Net Earnings:
 
 
 
 
 
 
 
Operating earnings
$
37,731

 
$
52,487

 
$
93,025

 
$
122,087

Interest expense, net
4,151

 
3,827

 
11,682

 
11,363

Provision for income taxes
13,127

 
19,184

 
32,350

 
44,646

Net earnings
$
20,453

 
$
29,476

 
$
48,993

 
$
66,078


24


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
We believe we are one of the largest suppliers of outsourced healthcare professional staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. Our regional operating models also include comprehensive programs for inpatient care, anesthesiology, inpatient specialty care, pediatrics and other healthcare services, principally within hospital departments and other healthcare treatment facilities. We have historically focused, however, primarily on providing outsourced services to hospital emergency departments, or EDs, which accounts for the majority of our net revenue.
Factors and Trends that Affect Our Results of Operations
In reading our financial statements, you should be aware of the following factors and trends we believe are important in understanding our financial performance.
General Economic Conditions
The continuation of the current economic conditions may adversely impact our ability to collect for the services we provide as higher unemployment and reductions in commercial managed care and governmental healthcare enrollment may increase the number of uninsured and underinsured patients seeking healthcare at one of our staffed EDs or other clinical facilities. We could be negatively affected if the federal government or the states reduce funding of Medicare, Medicaid and other federal and state healthcare programs in response to increasing deficits in their budgets. Also, patient volume trends in our staffed hospital clinical departments could be adversely affected as individuals potentially defer or forgo seeking care in such departments due to the loss or reduction of coverage previously available to such individuals under commercial insurance or governmental healthcare programs.
Healthcare Reform
In 2010, the President of the United States and the U.S. Congress enacted significant reforms to the U.S. healthcare system. The Patient Protection and Affordable Care Act (PPACA) signed into law on March 23, 2010, as amended by the Health Care and Education Reconciliation Act of 2010 on March 30, 2010, collectively referred to as the Healthcare Reform Laws, significantly affect the U.S. healthcare system by increasing access to health insurance benefits for the uninsured and underinsured populations, among other changes. On June 28, 2012, the U.S. Supreme Court, responding to legal challenges by private citizens and 26 states, upheld the constitutionality of the requirement in PPACA that individuals maintain health insurance or pay a penalty (the individual mandate) under Congress's taxing power. The Healthcare Reform Laws triggered numerous changes to the U.S. healthcare system, some of which have already gone into effect, some of which will go into effect in 2014, including the individual mandate, and some of which have been delayed until 2015, including the requirement that employers provide health insurance to their employees or pay a per employee fine (the employer mandate). While the ultimate impact of these laws and implementing regulations will not be known until all provisions are fully implemented, we believe that some of their provisions will likely yield positive results, such as increasing access to health benefits for the uninsured and underinsured populations. Other provisions, however, such as Medicare payment reforms and reductions that could reduce provider payments, may have an adverse effect on the reimbursement rates we receive for services provided by affiliated healthcare professionals.
Medicaid to Medicare Payment Parity
In November 2012, Centers for Medicare and Medicaid Services (CMS) released final rule CMS-2370-F to implement the Healthcare Reform Laws' provision increasing Medicaid payments for primary care services furnished by certain physicians to the Medicare rates in 2013 and 2014. In December 2012, CMS released technical corrections to the final rule. Additionally, CMS has issued multiple FAQ documents since publication of the final rule. Furthermore, CMS has advised that, under the final rule, physicians may be eligible for the increased Medicaid payments if they maintain a current board certification in internal medicine, family medicine, or pediatric medicine and greater than 60% of their billings are the qualifying primary care evaluation and management codes. Certain states have imposed additional requirements that affect a physician's eligibility for the increased Medicaid payments even for those physicians who maintain an appropriate board certification, including site of service restrictions that would exclude primary care services rendered in a hospital emergency department.  We have received confirmation that a limited number of our providers will qualify for the increased Medicaid rates in certain states and have started to receive payments under this program. As of September 30, 2013, we have recognized $12.9 million of net revenue from the Medicare parity program.

25


2013 and 2014 Medicare Fee Schedule Changes
CMS reimburses for our affiliated physicians' services to Medicare beneficiaries based upon the rates in its Medicare Physician Fee Schedule (MPFS), which are updated each year based on a formula enacted under the Balanced Budget Act of 1997. Many private payers use the Medicare fee schedule to determine their own reimbursement rates. CMS's updating of the MPFS includes application of the Sustainable Growth Rate (SGR). This formula has yielded negative updates every year beginning in 2002, although CMS was able to take administrative steps to avoid a reduction in 2003 and Congress took a series of legislative actions to prevent reductions each year from 2004 through 2013. Absent changes from Congress with respect to the application of the SGR, Medicare physician services will be subject to significant reductions beginning in January 2014, which is currently projected to be a reduction of 24.4%.
In November 2012, CMS released the 2013 MPFS Final Rule. Included in the final rule are changes in reimbursement that are overall budget neutral, but redistribute payments between different medical specialties. We estimate that the final rule reduces 2013 reimbursement rates to emergency medicine providers by approximately 0.6% and increases 2013 reimbursement rates to anesthesiologists by approximately 1%. We estimate a decline of approximately $2.2 million in our 2013 ED fee for service revenue resulting from this adjustment.
In July 2013, CMS released the proposed rule to update the 2014 MPFS. The proposed 2014 MPFS rule is not final and is subject to comment and revision, however, if implemented, we estimate that the proposed rule would increase 2014 reimbursement rates to emergency medicine providers by approximately 3% and to anesthesia providers by approximately 3%. These proposed reimbursement care increases do not take into account any reduction in payments associated with the application of the current SGR formula in 2014.
Any future reductions in amounts paid by government programs for physician services or changes in methods or regulations governing payment amounts or practices could cause our revenues to decline and we may not be able to offset reduced operating margins through cost reductions, increased volume or otherwise.
Budget Control Act's Medicare Sequestration
In August 2011, Congress enacted the Budget Control Act, which committed the U.S. government to significantly reduce the federal deficit over ten years. The Budget Control Act established caps on discretionary spending through 2021. It also established a Joint Committee of Congress (the Joint Committee) that was responsible for identifying an additional $1.5 trillion in deficit reductions. The Joint Committee was unable to identify the additional deficit reductions by the deadline, thereby triggering a second provision of the Budget Control Act called “sequestration.” Sequestration calls for automatic spending cuts of $1.2 trillion over a nine-year period, beginning January 2, 2013, split between defense and non-defense programs, including spending cuts to Medicare programs averaging 2%.
On January 2, 2013, President Obama signed the American Taxpayer Relief Act of 2012 into law. This legislation delayed the sequestration cuts that would have reduced Medicare payments by 2% until March 1, 2013. Since Congress and the White House failed to act by March 1, 2013, across-the-board cuts to Medicare payments took effect for Medicare services furnished on or after April 1, 2013. Unless Congress takes action to change the law, federal spending will be subject to sequestration until 2022.
Military and Government Healthcare Staffing
We are a provider of healthcare professionals serving patients eligible to receive care in government treatment facilities nationwide administered by the Department of Defense and beneficiaries of other government agencies in their respective clinical locations. Our revenues derived from military and government facility healthcare staffing totaled $76.8 million and $92.3 million for the nine months ended September 30, 2012 and 2013, respectively. These revenues are generated from contracts that are subject to a competitive bidding process which primarily takes place during the third quarter of each year. A portion of the contracts awarded during the third quarter of 2012 expired during 2013 and were subject to a competitive rebidding and award process. We were successful in retaining existing business and winning new bids in the estimated annualized amount of $118.9 million following the completion of the bidding process as of October 1, 2013. The estimated annualized amount of $118.9 million included $14.0 million awarded under one year contracts.
In addition, over the last several years the process of awarding military and government facility healthcare staffing contracts has developed a bias toward intentionally awarding certain contracts to qualified small and minority owned businesses. Although we participate in such small and minority owned business awards to the extent we can serve as a sub-contractor, our revenues from these arrangements are limited compared to a contract award we retain through the regular competitive bidding process. Approximately 29.6% and 26.3% of our military staffing revenue for each of the nine months

26


ended September 30, 2012 and 2013, respectively, was derived through sub-contracting agreements with small business prime contractors.

Critical Accounting Policies and Estimates
The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements.
There have been no material changes to these critical accounting policies or their application during the nine months ended September 30, 2013.
Revenue Recognition
Net Revenue Before Provision for Uncollectibles. Net revenue before provision for uncollectibles consists of fee for service revenue, contract revenue and other revenue. Net revenue before provision for uncollectibles is recorded in the period services are rendered. Our net revenue before provision for uncollectibles is principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing arrangements and how net revenue is recognized for each.
A significant portion (approximately 84% of our net revenue before provision for uncollectibles for both the nine months ended September 30, 2013 and the year ended December 31, 2012) resulted from fee for service patient visits. Fee for service revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services rendered by our affiliated contracted and employed physicians. Under the fee for service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers. Fee for service revenue is reported net of contractual allowances and policy discounts. Contractual adjustments represent our estimate of discounts and other adjustments to be recognized from gross fee for service charges under contractual payment arrangements, primarily with commercial, managed care, and governmental payment plans such as Medicare and Medicaid when our affiliated providers participate in such plans. All services provided are expected to result in cash flows and are therefore reflected as net revenue before provision for uncollectibles in the financial statements. Fee for service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue before provision for uncollectibles (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to one of our billing centers for medical coding and entering into our billing systems and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Net revenue before provision for uncollectibles is recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the net revenue before provision for uncollectibles associated with medical charts for a given service period that have not been processed yet into our billing systems. The above factors and estimates are subject to change. For example, patient payer information may change following an initial attempt to bill for services due to a change in payer status. Such changes in payer status have an impact on recorded net revenue before provision for uncollectibles due to different payers being subject to different contractual allowance amounts. Such changes in net revenue before provision for uncollectibles are recognized in the period that such changes in payer become known. Similarly, the actual volume of medical charts not processed into our billing systems may be different from the amounts estimated. Such differences in net revenue before provision for uncollectibles are adjusted in the following month based on actual chart volumes processed.
Contract revenue represents revenue generated under contracts in which we provide physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates, mostly contractual rates, or certain financial metrics. Revenue in such cases is recognized as the hours are worked by our affiliated staff and contractors, or as metrics are realized. Additionally, contract revenue also includes supplemental revenue from hospitals where we may have a fee for service contract arrangement. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provides for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues

27


are recognized in the period when amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement.

Other revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. Generally, such contracts consist of fixed monthly amounts with revenue recognized in the month services are rendered or as hourly consulting fees recognized as revenue as hours are worked in accordance with such arrangements. Additionally, we derive a portion of our revenue from providing billing services that are contingent upon the collection of third-party physician billings by us on behalf of such customers. Revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.
Net Revenue. Net revenue reflects management’s estimate of billed amounts to be ultimately collected. Management, in estimating the amounts to be collected resulting from over ten million annual fee for service patient visits and procedures, considers such factors as prior contract collection experience, current period changes in payer mix and patient acuity indicators, reimbursement rate trends in governmental and private sector insurance programs, resolution of overprovision account balances, the estimated impact of billing system effectiveness improvement initiatives, and trends in collections from self-pay patients and external collection agencies. In developing our estimate of collections per visit or procedure, we consider the amount of outstanding gross accounts receivable by period of service, but do not use an accounts receivable aging schedule to establish estimated collection valuations. Individual estimates of net revenue by contractual location are monitored and refreshed each month as cash receipts are applied to existing accounts receivable and other current trends that have an impact upon the estimated collections per visit are observed. Such estimates are substantially formulaic in nature. In the ordinary course of business we experience changes in our initial estimates of net revenue during the year following commencement of services. Such provisions and any subsequent changes in estimates may result in adjustments to our operating results with a corresponding adjustment to our accounts receivable allowance for uncollectibles on our balance sheet.
The table below summarizes our approximate payer mix as a percentage of consolidated fee for service volume for the periods indicated:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2013
 
2012
 
2013
Payer:
 
 
 
 
 
 
 
Medicare
23.4
%
 
24.4
%
 
23.5
%
 
24.4
%
Medicaid
24.3

 
25.1

 
25.5

 
25.7

Commercial and managed care
28.0

 
26.2

 
27.3

 
26.5

Self-pay
21.6

 
22.0

 
21.5

 
21.4

Other
2.7

 
2.3

 
2.2

 
2.0

Total
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
Estimated net revenue derived from commercial and managed care plans was approximately 38% for the nine months ended September 30, 2013 and 2012. Estimated net revenue derived from the Medicare program was approximately 17% of total net revenue in the nine months ended September 30, 2013 and 2012. Estimated net revenue derived from the Medicaid program was approximately 10% of total net revenue in the nine months ended September 30, 2013 and 2012. In addition, net revenue derived from within the Military Health System (“MHS”), which is the U.S. military’s dependent healthcare program and other government agencies, was approximately 5% in the nine months ended September 30, 2013 and 2012.
Accounts Receivable. As described above and below, we determine the estimated value of our accounts receivable based on estimated cash collection run rates of estimated future collections by contract for patient visits under our fee for service revenue. Accordingly, we are unable to report the payer mix composition on a dollar basis of its outstanding net accounts receivable. However, a 1% change in the estimated carrying value of our net fee for service patient accounts receivable before consideration of the allowance for uncollectible accounts at September 30, 2013 could have an after tax effect of approximately $4.0 million on our financial position and results of operations. Our days revenue outstanding at December 31, 2012 and September 30, 2013 were 61.5 days and 57.3 days, respectively. The number of days outstanding will fluctuate over time due to a number of factors including the timing of cash collections and valuation adjustments recorded during the period and increases in average revenue per day that are primarily attributed to an increase in gross charges and patient volumes and increased pricing with managed care plans. Our allowance for doubtful accounts totaled $395.2 million as of September 30, 2013.


28


Approximately 99% of our allowance for doubtful accounts is related to gross fees for fee for service patient visits. Our principal exposure for uncollectible fee for service visits is centered in self-pay patients and in co-payments and deductibles from patients with insurance. While we do not specifically allocate the allowance for doubtful accounts to individual accounts or specific payer classifications, the portion of the allowance associated with fee for service charges as of September 30, 2013 was equal to approximately 92% of outstanding self-pay fee for service patient accounts.
The majority of our fee for service patient visits are for the provision of emergency care in hospital settings. Due to federal government regulations governing the provision of such care, we are obligated to provide emergency care regardless of the patient’s ability to pay or whether or not the patient has insurance or other third-party coverage for the cost of the services rendered. While we attempt to obtain all relevant billing information at the time emergency care services are rendered, there are numerous patient encounters where such information is not available at time of discharge. In such cases where detailed billing information relative to insurance or other third-party coverage is not available at discharge, we attempt to obtain such information from the patient or client hospital billing record information subsequent to discharge to facilitate the collections process. Within hospital-based settings, we do not attempt to collect from patients at the time of rendering such services. Primary responsibility for collection of fee for service accounts receivable resides within our internal billing operations. Once a claim has been submitted to a payer or an individual patient, employees within our billing operations have responsibility for the follow up collection efforts. The protocol for follow up differs by payer classification. For self-pay patients, our billing system will automatically send a series of dunning letters on a prescribed time frame requesting payment or the provision of information reflecting that the balance due is covered by another payer, such as Medicare or a third-party insurance plan. Generally, the dunning cycle on a self-pay account will run from 90 to 120 days. At the end of this period, if no collections or additional information is obtained from the patient, the account is no longer considered an active account and is transferred to a collection agency. Upon transfer to a collection agency, the patient account is written-off as a bad debt. Any subsequent cash receipts on accounts previously written off are recorded as a recovery. For non-self-pay accounts, billing personnel will follow up and respond to any communication from payers such as requests for additional information or denials until collection of the account is obtained or other resolution has occurred. At the completion of its active collection cycle, we transfer selected patient accounts to external and internal collection agencies under a contingent collection basis. The projected value of future contingent collection proceeds are considered in the estimation of our overall accounts receivable valuation. For contract accounts receivable, invoices for services are prepared in the various operating areas of ours and mailed to our customers, generally on a monthly basis. Contract terms under such arrangements generally require payment within thirty days of receipt of the invoice. Outstanding invoices are periodically reviewed and operations personnel with responsibility for the customer relationship will contact the customer to follow up on any delinquent invoices. Contract accounts receivable will be considered as bad debt and written-off based upon the individual circumstances of the customer situation after all collection efforts have been exhausted, including legal action if warranted, and it is the judgment of management that the account is not expected to be collected.
Methodology for Computing Allowance for Doubtful Accounts. We employ several methodologies for determining our allowance for doubtful accounts depending on the nature of the net revenue before provision for uncollectibles recognized. We initially determine gross revenue for our fee for service patient visits based upon established fee schedule prices. Such gross revenue is reduced for estimated contractual allowances for those patient visits covered by contractual insurance arrangements to result in net revenue before provision for uncollectibles. Net revenue before provision for uncollectibles is then reduced for our estimate of uncollectible amounts. Fee for service net revenue represents our estimated cash to be collected from such patient visits and is net of our estimate of account balances estimated to be uncollectible. The provision for uncollectible fee for service patient visits is based on historical experience resulting from over ten million annual fee for service patient visits. The significant volume of patient visits and the terms of thousands of commercial and managed care contracts and the various reimbursement policies relating to governmental healthcare programs do not make it feasible to evaluate fee for service accounts receivable on a specific account basis. Fee for service accounts receivable collection estimates are formally reviewed on a quarterly basis for each of our fee for service contracts by period of accounts receivable origination. Such reviews include the use of historical cash collection percentages by contract adjusted for the lapse of time since the date of the patient visit. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by our billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Contract-related net revenue is billed based on the terms of the contract at amounts expected to be collected. Such billings are typically submitted on a monthly basis and aged trial balances prepared. Allowances for estimated uncollectible amounts related to such contract billings are made based upon specific accounts and invoice periodic reviews once it is concluded that such amounts are not likely to be collected. The methodologies employed to compute allowances for doubtful accounts were unchanged between 2012 and 2013.

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Insurance Reserves
The nature of our business is such that it is subject to professional liability claims and lawsuits. Historically, to mitigate a portion of this risk, we have maintained insurance for individual professional liability claims with per incident and annual aggregate limits per physician for all incidents. Prior to March 12, 2003, we obtained such insurance coverage from commercial insurance providers. Subsequent to March 11, 2003, we have provided for a significant portion of our professional liability loss exposures through the use of a captive insurance company and through greater utilization of self-insurance reserves. Since March 12, 2003, the most significant cost element within our professional liability program has consisted of the actuarial estimates of losses by occurrence period. In addition to the estimated actuarial losses, other costs that are considered by management in the estimation of professional liability costs include program costs such as brokerage fees, claims management expenses, program premiums and taxes, and other administrative costs of operating the program, such as the costs to operate the captive insurance subsidiary. Net costs in any period reflect our estimate of net losses to be incurred in that period as well as any changes to our estimates of the reserves established for net losses of prior periods.
Our commercial insurance policy for professional liability losses for the period March 12, 1999 through March 11, 2003 included insured limits applicable to such coverage in the period. Under the terms of the agreement, we will make periodic premium payments to the commercial insurance company and the total aggregate limit of coverage under the policy will be increased by a portion of the premiums paid. We have agreed to fund additional payments which will be based upon the level of incurred losses relative to the aggregate limit of coverage at that time.
The accounts of the captive insurance company are fully consolidated with those of our other operations in the accompanying financial statements.
The estimation of medical professional liability losses is inherently complex. Medical professional liability claims are typically resolved over an extended period of time, often as long as ten years or more. The combination of changing conditions and the extended time required for claim resolution results in a loss estimation process that requires actuarial skill and the application of judgment, and such estimates require periodic revision. A report of actuarial loss estimates is prepared at least semi-annually. Management’s estimate of our professional liability costs resulting from such actuarial studies is significantly influenced by assumptions and assessments regarding expectations of several factors. These factors include, but are not limited to: historical paid and incurred loss development trends; hours of exposure as measured by hours of physician and related professional staff services; trends in the frequency and severity of claims, which can differ significantly by jurisdiction due to the legislative and judicial climate in such jurisdictions; coverage limits of third-party insurance; the effectiveness of our claims management process; and the outcome of litigation. As a result of the variety of factors that must be considered by management, there is a risk that actual incurred losses may develop differently from estimates.
The underlying information that serves as the foundational basis for making our actuarial estimates of professional liability losses is our internal database of incurred professional liability losses. The Company has captured extensive professional liability loss data going back, in some cases, over twenty years, that is maintained and updated on an ongoing basis by our internal claims management personnel. Our database contains comprehensive incurred loss information for our existing operations as far back as fiscal 1997 (reflecting the initial timeframe in which we migrated to a consolidated professional liability program concurrent with the consummation of several significant acquisitions), and we also possess additional loss data that predates 1997 dates of occurrence for certain of our operations. Loss information reflects both paid and reserved losses incurred when we were covered by outside commercial insurance programs as well as paid and reserved losses incurred under our self-insurance program. Because of the comprehensive nature of the loss data and our comfort with the completeness and reliability of the loss data, this is the information that is used in the development of our actuarial loss estimates. We believe this database is one of the largest repositories of physician professional liability loss information available in our industry and provides us and our actuarial consultants with sufficient data to develop reasonable estimates of the ultimate losses under our self-insurance program. In addition to the estimated losses, as part of the actuarial process, we obtain revised payment pattern assumptions that are based upon our historical loss and related claims payment experience. Such payment patterns reflect estimated cash outflows for aggregate incurred losses by period based upon the occurrence date of the loss as well as the report date of the loss. Although variances have been observed in the actuarial estimate of ultimate losses by occurrence period between actuarial studies, the estimated payment patterns have shown much more limited variability. We use these payment patterns to develop our estimate of the discounted reserve amounts. The relative consistency of the payment pattern estimates provides us with a foundation in which to develop a reasonable estimate of the discount value of the professional liability reserves based upon the most current estimate of ultimate losses to be paid and the reasonable likelihood of the related cash flows over the payment period. Our estimated loss reserves were discounted at 0.7% as of December 31, 2012 and 1.1% as of September 30, 2013, which was the current weighted average Treasury rate, over a 10 year period at December 31, 2012 and September 30, 2013, which reflects the risk free interest rate over the expected period of claims payments.


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In establishing our initial reserves for a given loss period, management considers the results of the actuarial loss estimates for such periods as well as assumptions regarding loss retention levels and other program costs to be incurred. On a semi-annual basis, we will review our professional liability reserves considering not only the reserves and loss estimates associated with the current period but also the reserves established in prior periods based upon revised actuarial loss estimates. The actuarial estimation process employed utilizes a frequency severity simulation model to estimate the ultimate cost of claims for each loss period. The results of the simulation model are then validated by a comparison to the results from several different actuarial methods (paid loss development, incurred loss development, incurred Bornhuetter-Ferguson method, paid Bornhuetter-Ferguson method) for reasonableness. Each method contains assumptions regarding the underlying claims process. Actuarial loss estimates at various confidence levels capture the variability in the loss estimates for process risk but assume that the underlying model and assumptions are correct. Adjustments to professional liability loss reserves will be made as needed to reflect revised assumptions and emerging trends and data. Any adjustments to reserves are reflected in the current operations. Due to the size of our reserves for professional liability losses, even a small percentage adjustment to these estimates can have a material effect on the results of operations for the period in which the adjustment is made. Given the number of factors considered in establishing the reserves for professional liability losses, it is neither practical nor meaningful to isolate a particular assumption or parameter of the process and calculate the impact of changing that single item. The actuarial reports provide a variety of loss estimates based upon statistical confidence levels reflecting the inherent uncertainty of the medical professional liability claims environment in which we operate. Initial year loss estimates are generally recorded using the actuarial expected loss estimate, but aggregate professional liability loss reserves may be carried at amounts in excess of the expected loss estimates provided by the actuarial reports due to the expectation that we believe additional adjustments to prior year estimates may occur as our reporting history and loss development for more recent loss periods matures. In addition, the Company is subject to the risk of claims in excess of insured limits as well as unlimited aggregate risk of loss in certain loss periods. As the Company’s self-insurance program continues to mature and additional stability is noted in the loss development trends in the older years of the program, we expect to continue to review and evaluate the carried level of reserves and make adjustments as needed.
Based on the results of the semi-annual actuarial study completed in October 2013, management determined no additional change was necessary in our consolidated reserves for professional liability losses during the third quarter of 2013 related to prior year loss estimates.
The following reflects the current reserves for professional liability costs as of September 30, 2013 (in millions) as well as the sensitivity of the reserve estimates at a 75% and 90% confidence level:
 
As reported
$
157.7

At 75% confidence level
$
164.9

At 90% confidence level
$
177.4

It is not possible to quantify the amount of any previous change in our estimate of prior year losses by individual fiscal period due to the nature of the professional liability loss estimates that are provided to us on an occurrence period basis and the nature of the coverage that is obtained in the commercial insurance market which is generally underwritten on a claims made or report period basis. Even though we are self-insured for a significant portion of our risk, due to customer contracting requirements and state insurance regulations, we still, at times, must place coverage on a claims made or report period basis with commercial insurance carriers. When evaluating the appropriate carrying level of our self-insured professional liability reserves, management considers the current estimates of occurrence period loss estimates as well as how such loss estimates and related future claims will interact with previous or current commercial insurance programs when projecting future cash flows. However, the complexity that is associated with multiple occurrence periods interacting with multiple report periods that contain risks and related reserves retained by us, as well as transferred to commercial insurance carriers, makes it impossible to allocate the change in prior year loss estimates to individual occurrence periods. Instead, we evaluate the future expected cash flows for all historical loss periods in the aggregate and compare such estimates to the current carrying value of our professional liability reserves. This process provides the basis for us to conclude that our reserves for professional liability losses are reasonable and properly stated. Management considers the results of actuarial studies when estimating the appropriate level of professional liability reserves and no adjustments to prior year loss estimates were made in periods where updated actuarial loss estimates were not available.
Due to the complexity of the actuarial estimation process, there are many factors, trends and assumptions that must be considered in the development of the actuarial loss estimates, and we are not able to quantify and disclose which specific elements are primarily contributing to changes in the revised loss estimates of historical occurrence periods when such adjustments occur. However, we believe that our internal investments in enhanced risk management and claims management resources and initiatives, such as the employment of additional claims and litigation management personnel and practices, and

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an expansion of programs such as root cause loss analysis, early claim evaluation, and litigation support for insured providers have contributed to the generally stable trends in loss development estimates noted during the most recent periods.
Impairment of Intangible Assets
In assessing the recoverability of the Company’s intangibles, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets.
Results of Operations
The following discussion provides an analysis of our results of operations and should be read in conjunction with our unaudited consolidated financial statements. Net revenue is an estimate of future cash collections and as such it is a key measurement by which management evaluates performance of individual contracts as well as the Company as a whole. The following table sets forth the components of net earnings as a percentage of net revenue for the periods indicated:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2013
 
2012
 
2013
Net revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Professional service expenses
77.6

 
77.9

 
77.6

 
78.3

Professional liability costs
3.4

 
2.9

 
3.7

 
3.1

General and administrative expenses
10.2

 
8.5

 
10.5

 
9.5

Other income
(0.6
)
 
(0.2
)
 
(0.3
)
 
(0.2
)
Depreciation
0.7

 
0.7

 
0.7

 
0.7

Amortization
1.5

 
1.4

 
1.4

 
1.5

Interest expense, net
0.8

 
0.6

 
0.8

 
0.6

Transaction costs
0.2

 
0.2

 
0.2