UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
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: 001-12111
Mednax, Inc.
(Exact name of registrant as specified in its charter)
|
Florida |
|
26-3667538 |
|
(State or other jurisdiction of Incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
1301 Concord Terrace Sunrise, Florida |
|
33323 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(954) 384-0175
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
|
Common Stock, par value $.01 per share |
|
MD |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☑ |
|
Accelerated filer |
☐ |
|
|
|
|
|
|
|
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☐ |
|
|
|
|
|
|
|
|
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐
On July 30, 2021, the registrant had outstanding 86,306,731 shares of Common Stock, par value $.01 per share.
Mednax, Inc.
INDEX
2
Mednax, Inc.
Consolidated Balance Sheets
(in thousands)
(Unaudited)
|
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
338,157 |
|
|
$ |
1,123,843 |
|
|
Short-term investments |
|
|
100,763 |
|
|
|
104,870 |
|
|
Accounts receivable, net |
|
|
248,055 |
|
|
|
241,931 |
|
|
Prepaid expenses |
|
|
18,896 |
|
|
|
16,898 |
|
|
Income taxes receivable |
|
|
29,055 |
|
|
— |
|
|
|
Other current assets |
|
|
17,387 |
|
|
|
61,806 |
|
|
Total current assets |
|
|
752,313 |
|
|
|
1,549,348 |
|
|
Property and equipment, net |
|
|
68,481 |
|
|
|
76,191 |
|
|
Goodwill |
|
|
1,487,105 |
|
|
|
1,477,968 |
|
|
Intangible assets, net |
|
|
19,989 |
|
|
|
26,642 |
|
|
Operating and finance lease right-of-use assets |
|
|
56,508 |
|
|
|
55,972 |
|
|
Deferred income tax assets |
|
|
56,329 |
|
|
|
54,472 |
|
|
Other assets |
|
|
114,405 |
|
|
|
107,355 |
|
|
Total assets |
|
$ |
2,555,130 |
|
|
$ |
3,347,948 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
|
||
|
Accounts payable and accrued expenses |
|
$ |
329,918 |
|
|
$ |
423,183 |
|
|
Current portion of finance lease liabilities |
|
|
2,339 |
|
|
|
2,219 |
|
|
Current portion of operating lease liabilities |
|
|
18,848 |
|
|
|
18,933 |
|
|
Total current liabilities |
|
|
351,105 |
|
|
|
444,335 |
|
|
Long-term debt and finance lease liabilities, net |
|
|
996,643 |
|
|
|
1,742,586 |
|
|
Long-term operating lease liabilities |
|
|
39,977 |
|
|
|
40,970 |
|
|
Long-term professional liabilities |
|
|
267,319 |
|
|
|
265,274 |
|
|
Deferred income tax liabilities |
|
|
48,428 |
|
|
|
61,746 |
|
|
Other liabilities |
|
|
42,534 |
|
|
|
45,320 |
|
|
Total liabilities |
|
|
1,746,006 |
|
|
|
2,600,231 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
||
|
Shareholders’ equity: |
|
|
|
|
|
|
||
|
Preferred stock; $.01 par value; 1,000 shares authorized; none issued |
|
|
— |
|
|
— |
|
|
|
Common stock; $.01 par value; 200,000 shares authorized; 86,337 and 85,593 shares
|
|
|
863 |
|
|
|
856 |
|
|
Additional paid-in capital |
|
|
1,039,231 |
|
|
|
1,029,453 |
|
|
Accumulated other comprehensive income |
|
|
2,513 |
|
|
|
3,530 |
|
|
Retained deficit |
|
|
(233,701 |
) |
|
|
(286,354 |
) |
|
Total Mednax, Inc. shareholders’ equity |
|
|
808,906 |
|
|
|
747,485 |
|
|
Noncontrolling interest |
|
|
218 |
|
|
|
232 |
|
|
Total equity |
|
|
809,124 |
|
|
|
747,717 |
|
|
Total liabilities and equity |
|
$ |
2,555,130 |
|
|
$ |
3,347,948 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
Mednax, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(Unaudited)
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net revenue |
|
$ |
472,959 |
|
|
$ |
415,441 |
|
|
$ |
919,712 |
|
|
$ |
856,686 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Practice salaries and benefits |
|
|
317,035 |
|
|
|
282,985 |
|
|
|
636,047 |
|
|
|
599,264 |
|
|
Practice supplies and other operating expenses |
|
|
24,182 |
|
|
|
20,173 |
|
|
|
46,394 |
|
|
|
44,015 |
|
|
General and administrative expenses |
|
|
70,968 |
|
|
|
60,488 |
|
|
|
137,484 |
|
|
|
127,930 |
|
|
Gain on sale of building |
|
|
(7,280 |
) |
|
|
— |
|
|
|
(7,280 |
) |
|
|
— |
|
|
Depreciation and amortization |
|
|
8,106 |
|
|
|
6,751 |
|
|
|
16,137 |
|
|
|
13,554 |
|
|
Transformational and restructuring related expenses |
|
|
9,932 |
|
|
|
10,479 |
|
|
|
14,810 |
|
|
|
26,555 |
|
|
Total operating expenses |
|
|
422,943 |
|
|
|
380,876 |
|
|
|
843,592 |
|
|
|
811,318 |
|
|
Income from operations |
|
|
50,016 |
|
|
|
34,565 |
|
|
|
76,120 |
|
|
|
45,368 |
|
|
Investment and other income |
|
|
4,176 |
|
|
|
3,576 |
|
|
|
10,143 |
|
|
|
2,530 |
|
|
Interest expense |
|
|
(16,879 |
) |
|
|
(28,265 |
) |
|
|
(34,524 |
) |
|
|
(55,930 |
) |
|
Loss on early extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
(14,532 |
) |
|
|
— |
|
|
Equity in earnings of unconsolidated affiliate |
|
|
577 |
|
|
|
305 |
|
|
|
1,072 |
|
|
|
799 |
|
|
Total non-operating expenses |
|
|
(12,126 |
) |
|
|
(24,384 |
) |
|
|
(37,841 |
) |
|
|
(52,601 |
) |
|
Income (loss) from continuing operations before income taxes |
|
|
37,890 |
|
|
|
10,181 |
|
|
|
38,279 |
|
|
|
(7,233 |
) |
|
Income tax provision |
|
|
(7,363 |
) |
|
|
(3,097 |
) |
|
|
(2,408 |
) |
|
|
(4,182 |
) |
|
Income (loss) from continuing operations |
|
|
30,527 |
|
|
|
7,084 |
|
|
|
35,871 |
|
|
|
(11,415 |
) |
|
Income (loss) from discontinued operations, net of tax |
|
|
4,478 |
|
|
|
(679,520 |
) |
|
|
16,768 |
|
|
|
(679,733 |
) |
|
Net income (loss) |
|
|
35,005 |
|
|
|
(672,436 |
) |
|
|
52,639 |
|
|
|
(691,148 |
) |
|
Net loss attributable to noncontrolling interest |
|
|
6 |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
|
Net income (loss) attributable to Mednax, Inc. |
|
$ |
35,011 |
|
|
$ |
(672,436 |
) |
|
$ |
52,653 |
|
|
$ |
(691,148 |
) |
|
Per common and common equivalent share data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income (loss) from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.36 |
|
|
$ |
0.08 |
|
|
$ |
0.42 |
|
|
$ |
(0.14 |
) |
|
Diluted |
|
$ |
0.36 |
|
|
$ |
0.08 |
|
|
$ |
0.42 |
|
|
$ |
(0.14 |
) |
|
Income (loss) from discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.05 |
|
|
$ |
(8.14 |
) |
|
$ |
0.20 |
|
|
$ |
(8.18 |
) |
|
Diluted |
|
$ |
0.05 |
|
|
$ |
(8.11 |
) |
|
$ |
0.19 |
|
|
$ |
(8.18 |
) |
|
Net income (loss) attributable to Mednax, Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.41 |
|
|
$ |
(8.06 |
) |
|
$ |
0.62 |
|
|
$ |
(8.32 |
) |
|
Diluted |
|
$ |
0.41 |
|
|
$ |
(8.03 |
) |
|
$ |
0.61 |
|
|
$ |
(8.32 |
) |
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
|
84,912 |
|
|
|
83,490 |
|
|
|
84,660 |
|
|
|
83,061 |
|
|
Diluted |
|
|
85,933 |
|
|
|
83,744 |
|
|
|
85,653 |
|
|
|
83,061 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
Mednax, Inc.
Consolidated Statements of Equity
(in thousands)
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Number of |
|
|
|
|
|
Additional
|
|
|
Accumulated
|
|
|
Retained |
|
|
Total |
|
||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income (Loss) |
|
|
Deficit1 |
|
|
Equity |
|
||||||
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Balance at January 1, 2021 |
|
|
85,593 |
|
|
$ |
856 |
|
|
$ |
1,029,453 |
|
|
$ |
3,530 |
|
|
$ |
(286,122 |
) |
|
$ |
747,717 |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,642 |
|
|
|
17,642 |
|
|
Net loss attributable to noncontrolling interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
(8 |
) |
|
Unrealized holding loss on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,133 |
) |
|
|
— |
|
|
|
(1,133 |
) |
|
Common stock issued under employee stock option,
|
|
|
52 |
|
|
|
— |
|
|
|
1,042 |
|
|
|
— |
|
|
|
— |
|
|
|
1,042 |
|
|
Issuance of restricted stock |
|
|
660 |
|
|
|
7 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeitures of restricted stock |
|
|
(13 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
3,717 |
|
|
|
— |
|
|
|
— |
|
|
|
3,717 |
|
|
Repurchased common stock |
|
|
(82 |
) |
|
|
(1 |
) |
|
|
(1,993 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,994 |
) |
|
Balance at March 31, 2021 |
|
|
86,210 |
|
|
$ |
862 |
|
|
$ |
1,032,212 |
|
|
$ |
2,397 |
|
|
$ |
(268,488 |
) |
|
$ |
766,983 |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
35,011 |
|
|
|
35,011 |
|
|
Net loss attributable to noncontrolling interest (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6 |
) |
|
|
(6 |
) |
|
Unrealized holding gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
116 |
|
|
|
— |
|
|
|
116 |
|
|
Common stock issued under employee stock option,
|
|
|
71 |
|
|
|
1 |
|
|
|
1,535 |
|
|
|
— |
|
|
|
— |
|
|
|
1,536 |
|
|
Issuance of restricted stock |
|
|
69 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeitures of restricted stock |
|
|
(5 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
5,735 |
|
|
|
— |
|
|
|
— |
|
|
|
5,735 |
|
|
Repurchased common stock |
|
|
(8 |
) |
|
|
— |
|
|
|
(251 |
) |
|
|
— |
|
|
|
— |
|
|
|
(251 |
) |
|
Balance at June 30, 2021 |
|
|
86,337 |
|
|
$ |
863 |
|
|
$ |
1,039,231 |
|
|
$ |
2,513 |
|
|
$ |
(233,483 |
) |
|
$ |
809,124 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Balance at January 1, 2020 |
|
|
84,248 |
|
|
$ |
842 |
|
|
$ |
987,942 |
|
|
$ |
78 |
|
|
$ |
510,134 |
|
|
$ |
1,498,996 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,712 |
) |
|
|
(18,712 |
) |
|
Unrealized holding loss on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(213 |
) |
|
|
— |
|
|
|
(213 |
) |
|
Common stock issued under employee stock option,
|
|
|
78 |
|
|
|
1 |
|
|
|
1,831 |
|
|
|
— |
|
|
|
— |
|
|
|
1,832 |
|
|
Issuance of restricted stock |
|
|
968 |
|
|
|
10 |
|
|
|
(10 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeitures of restricted stock |
|
|
(19 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
8,035 |
|
|
|
— |
|
|
|
— |
|
|
|
8,035 |
|
|
Repurchased common stock |
|
|
(125 |
) |
|
|
(1 |
) |
|
|
(2,541 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,542 |
) |
|
Balance at March 31, 2020 |
|
|
85,150 |
|
|
$ |
852 |
|
|
$ |
995,257 |
|
|
$ |
(135 |
) |
|
$ |
491,422 |
|
|
$ |
1,487,396 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(672,436 |
) |
|
|
(672,436 |
) |
|
Unrealized holding gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,078 |
|
|
|
— |
|
|
|
2,078 |
|
|
Common stock issued under employee stock option,
|
|
|
277 |
|
|
|
3 |
|
|
|
2,541 |
|
|
|
— |
|
|
|
— |
|
|
|
2,544 |
|
|
Issuance of restricted stock |
|
|
200 |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeitures of restricted stock |
|
|
(57 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
7,489 |
|
|
|
— |
|
|
|
— |
|
|
|
7,489 |
|
|
Repurchased common stock |
|
|
(34 |
) |
|
|
(1 |
) |
|
|
(500 |
) |
|
|
— |
|
|
|
— |
|
|
|
(501 |
) |
|
Balance at June 30, 2020 |
|
|
85,536 |
|
|
$ |
855 |
|
|
$ |
1,004,786 |
|
|
$ |
1,943 |
|
|
$ |
(181,014 |
) |
|
$ |
826,570 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
Mednax, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
||
|
Net income (loss) |
|
$ |
52,653 |
|
|
$ |
(691,148 |
) |
|
(Income) loss from discontinued operations |
|
|
(16,768 |
) |
|
|
679,733 |
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities: |
|
|
|
|
|
|
||
|
Depreciation and amortization |
|
|
16,137 |
|
|
|
13,554 |
|
|
Amortization of premiums, discounts and issuance costs |
|
|
1,838 |
|
|
|
2,785 |
|
|
Loss on early extinguishment of debt |
|
|
14,532 |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
9,452 |
|
|
|
13,174 |
|
|
Deferred income taxes |
|
|
(17,033 |
) |
|
|
37,896 |
|
|
Other |
|
|
(1,205 |
) |
|
|
(855 |
) |
|
Gain on sale of building |
|
|
(7,280 |
) |
|
|
— |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
|
Accounts receivable |
|
|
(26,005 |
) |
|
|
29,735 |
|
|
Prepaid expenses and other current assets |
|
|
40,800 |
|
|
|
(1,913 |
) |
|
Other long-term assets |
|
|
(1,859 |
) |
|
|
1,186 |
|
|
Accounts payable and accrued expenses |
|
|
(54,453 |
) |
|
|
(114,543 |
) |
|
Income taxes receivable |
|
|
(28,165 |
) |
|
|
(70,487 |
) |
|
Long-term professional liabilities |
|
|
(715 |
) |
|
|
17,797 |
|
|
Other liabilities |
|
|
(10,413 |
) |
|
|
27,585 |
|
|
Net cash used in operating activities – continuing operations |
|
|
(28,484 |
) |
|
|
(55,501 |
) |
|
Net cash (used in) provided by operating activities - discontinued operations |
|
|
(117 |
) |
|
|
102,052 |
|
|
Net cash (used in) provided by operating activities |
|
|
(28,601 |
) |
|
|
46,551 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
|
Acquisition payments, net of cash acquired |
|
|
(7,207 |
) |
|
|
(75 |
) |
|
Purchases of investments |
|
|
(8,355 |
) |
|
|
(32,335 |
) |
|
Proceeds from maturities or sales of investments |
|
|
10,745 |
|
|
|
18,135 |
|
|
Purchases of property and equipment |
|
|
(18,536 |
) |
|
|
(16,891 |
) |
|
Proceeds from sale of building |
|
|
24,728 |
|
|
|
— |
|
|
Other |
|
|
— |
|
|
|
476 |
|
|
Net cash provided by (used in) investing activities – continuing operations |
|
|
1,375 |
|
|
|
(30,690 |
) |
|
Net cash provided by investing activities - discontinued operations |
|
|
2,350 |
|
|
|
9,031 |
|
|
Net cash provided by (used in) investing activities |
|
|
3,725 |
|
|
|
(21,659 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
|
Borrowings on credit agreement |
|
|
— |
|
|
|
527,500 |
|
|
Payments on credit agreement |
|
|
— |
|
|
|
(527,500 |
) |
|
Redemption of senior notes, including call premium |
|
|
(759,848 |
) |
|
|
— |
|
|
Payments for credit facility amendment |
|
|
— |
|
|
|
(510 |
) |
|
Payments of contingent consideration liabilities |
|
|
(189 |
) |
|
|
— |
|
|
Payments on finance lease obligations |
|
|
(1,106 |
) |
|
|
(186 |
) |
|
Proceeds from issuance of common stock |
|
|
2,578 |
|
|
|
4,376 |
|
|
Repurchases of common stock |
|
|
(2,245 |
) |
|
|
(3,043 |
) |
|
Net cash (used in) provided from financing activities – continuing operations |
|
|
(760,810 |
) |
|
|
637 |
|
|
Net cash used in financing activities - discontinued operations |
|
|
— |
|
|
|
(1,248 |
) |
|
Net cash used in financing activities |
|
|
(760,810 |
) |
|
|
(611 |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(785,686 |
) |
|
|
24,281 |
|
|
Cash and cash equivalents at beginning of period |
|
|
1,123,843 |
|
|
|
107,870 |
|
|
Cash and cash equivalents at end of period |
|
$ |
338,157 |
|
|
$ |
132,151 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
Mednax, Inc.
Notes to Consolidated Financial Statements
June 30, 2021
(Unaudited)
1. Basis of Presentation and New Accounting Pronouncements:
The accompanying unaudited Consolidated Financial Statements of the Company and the notes thereto presented in this Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements, and do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results of interim periods. The financial statements include all the accounts of Mednax, Inc. and its consolidated subsidiaries (collectively, “MDX”) together with the accounts of MDX’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships (the “affiliated professional contractors”). Certain subsidiaries of MDX have contractual management arrangements with its affiliated professional contractors, which are separate legal entities that provide physician services in certain states and Puerto Rico. The terms “Mednax” and the “Company” refer collectively to Mednax Inc., its subsidiaries and the affiliated professional contractors.
The Company is a party to a joint venture in which it owns a 37.5% economic interest. The Company accounts for this joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control, this entity. The Company is also a party to a joint venture in which it owns a 51% economic interest and for which it is deemed the primary beneficiary. The equity interest of the outside investor in the equity of this consolidated entity is accounted for and presented as noncontrolling interest on the Company’s Consolidated Balance Sheets. The results from operations attributable to the noncontrolling interest are presented separately on the Company’s Consolidated Statements of Income.
The Company divested its anesthesiology services and radiology services medical groups in May 2020 and December 2020, respectively. The operating results of these medical groups are reported as discontinued operations in the Company’s Consolidated Statements of Income for the three months and six months ended June 30, 2020.
The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be experienced for the entire fiscal year. In addition, the accompanying unaudited Consolidated Financial Statements and the notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K (the “Form 10-K”).
New Accounting Pronouncements
In December 2019, accounting guidance related to income taxes was issued with the goal of enhancing and simplifying various aspects of the income tax accounting guidance, including requirements related to hybrid tax regimes, deferred taxes on step-up in tax basis of goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, deferred tax liabilities on outside basis differences, and interim-period accounting for enacted changes in tax law and certain year-to-date loss limitations. The guidance became effective for us on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures.
2. Coronavirus Pandemic (“COVID-19”):
COVID-19 has had an impact on the demand for medical services provided by the Company’s affiliated clinicians. Beginning in mid-March 2020, the Company’s affiliated office-based practices, which specialize in maternal-fetal medicine, pediatric cardiology, and numerous pediatric subspecialties, experienced a significant elevation of appointment cancellations compared to historical normal levels. The Company believes COVID-19, either directly or indirectly, also had an impact on its neonatology intensive care unit (“NICU”) patient volumes, and there is no assurance that impacts from COVID-19 will not further adversely affect its NICU patient volumes or otherwise adversely affect its NICU and related neonatology business. Further, in late 2020, the Company saw a shift in the mix of patients reimbursed under government-sponsored healthcare programs, but that shift materially reversed during the six months ended June 30, 2021. Overall, the Company’s operating results were significantly impacted by COVID-19 beginning in mid-March 2020, but volumes began to normalize in mid-2020 and substantially recovered throughout 2020 and through June 30, 2021.
During 2020, the Company implemented a number of actions to preserve financial flexibility and partially mitigate the significant anticipated impact of COVID-19. These steps included a suspension of most activities related to the Company’s transformational and restructuring programs, limiting these expenditures to those that provide essential support for the Company’s response to COVID-19. In addition, (i) the Company temporarily reduced executive and key management base salaries, including 50% reductions in salaries for its named executive officers during the second quarter of 2020; (ii) the Board of Directors agreed to forego their annual cash retainer and cash meeting payments, also during the second quarter of 2020; (iii) the Company enacted a combination of salary reductions and furloughs for non-clinical employees; (iv) the Company enacted significant operational and practice-specific expense reduction plans across its clinical operations; and (v) amended and restated its Credit Agreement.
7
Due to the continued uncertainties surrounding the timeline of and impacts from COVID-19, the Company is unable to predict the ultimate impact on its business, financial condition, results of operations and cash flows. The Company, however, believes it will be able to generate sufficient liquidity to satisfy its obligations for the next twelve months.
CARES Act
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act is a relief package intended to assist many aspects of the American economy, including providing up to $100 billion in aid to the healthcare industry to reimburse healthcare providers for lost revenue and expenses attributable to COVID-19. The remaining $70 billion in aid is intended to focus on providers in areas particularly impacted by COVID-19, rural providers, providers of services with lower shares of Medicare reimbursement or who predominantly serve the Medicaid population, and providers requesting reimbursement for the treatment of uninsured Americans. It is unknown what, if any, portion of the remaining healthcare industry funding of the CARES Act the Company and its affiliated physician practices will qualify for and receive. The Department of Health and Human Services (“HHS”) is administering this program and began disbursing funds in April 2020, of which the Company’s affiliated physician practices within continuing operations received an aggregate of $22.0 million during the year ended December 31, 2020 and $7.7 million during the six months ended June 30, 2021. The Company has applications pending for certain affiliated physician practices for incremental relief beyond what has been received.
In addition, the CARES Act also provided for deferred payment of the employer portion of social security taxes through the end of 2020, and while the Company utilized this deferral option throughout 2020, it repaid the deferred amounts during the second quarter of 2021.
Under current tax law, net operating losses can be carried forward indefinitely. The CARES Act enacted rules allowing net operating losses arising in 2020 to be carried back five taxable years. The Company currently expects to generate a net operating loss for the 2020 tax year which it intends to carry back to the 2015 tax year under these provisions to obtain a refund of income tax at the prior 35% corporate tax rate.
3. Cash Equivalents and Investments:
As of June 30, 2021 and December 31, 2020, the Company's cash equivalents consisted entirely of money market funds totaling $2.1 million and $1.0 million, respectively. Investments consisted of corporate securities, municipal debt securities, federal home loan securities and certificates of deposit. All investments are classified as current.
Investments held at June 30, 2021 and December 31, 2020 are summarized as follows (in thousands):
|
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||
|
Corporate securities |
|
$ |
69,897 |
|
|
$ |
71,095 |
|
|
Municipal debt securities |
|
|
15,897 |
|
|
|
18,707 |
|
|
Federal home loan securities |
|
|
4,967 |
|
|
|
8,017 |
|
|
Certificates of deposit |
|
|
4,717 |
|
|
|
5,991 |
|
|
U.S. Treasury securities |
|
|
5,285 |
|
|
|
1,060 |
|
|
|
|
$ |
100,763 |
|
|
$ |
104,870 |
|
4. Fair Value Measurements:
The accounting guidance establishes a fair value hierarchy that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The following table presents information about the Company’s financial instruments that are accounted for at fair value on a recurring basis at June 30, 2021 and December 31, 2020 (in thousands):
8
|
|
|
|
|
Fair Value |
|
|||||
|
|
|
Fair Value
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||
|
Assets: |
|
|
|
|
|
|
|
|
||
|
Money market funds |
|
Level 1 |
|
$ |
2,064 |
|
|
$ |
1,010 |
|
|
Short-term investments |
|
Level 2 |
|
|
100,763 |
|
|
|
104,870 |
|
|
Mutual Funds |
|
Level 1 |
|
|
17,403 |
|
|
|
15,841 |
|
The following table presents information about the Company’s financial instruments that are not carried at fair value at June 30, 2021 and December 31, 2020 (in thousands):
|
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||||||||||
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
||||
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2023 Notes |
|
|
— |
|
|
|
— |
|
|
|
750,000 |
|
|
|
756,225 |
|
|
2027 Notes |
|
|
1,000,000 |
|
|
|
1,057,500 |
|
|
|
1,000,000 |
|
|
|
1,070,000 |
|
The Company redeemed the full principal balance of its 5.25% senior unsecured notes due 2023 (the “2023 Notes”) in January 2021.
The carrying amounts of cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short maturities of the respective instruments.
5. Accounts Receivable and Net Revenue:
Accounts receivable, net consists of the following (in thousands):
|
|
|
June 30, 2021 |
|
|
December 31, 2020 |
|
||
|
|
|
|
|
|
|
|
||
|
Gross accounts receivable |
|
$ |
1,152,440 |
|
|
$ |
1,106,394 |
|
|
Allowance for contractual adjustments and uncollectibles |
|
|
(904,385 |
) |
|
|
(864,463 |
) |
|
|
|
$ |
248,055 |
|
|
$ |
241,931 |
|
Patient service revenue is recognized at the time services are provided by the Company’s affiliated physicians. The Company’s performance obligations related to the delivery of services to patients are satisfied at the time of service. Accordingly, there are no performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period with respect to patient service revenue. Almost all of the Company’s patient service revenue is reimbursed by government-sponsored healthcare programs (“GHC Programs”) and third-party insurance payors. Payments for services rendered to the Company’s patients are generally less than billed charges. The Company monitors its revenue and receivables from these sources and records an estimated contractual allowance to properly account for the anticipated differences between billed and reimbursed amounts.
Accordingly, patient service revenue is presented net of an estimated provision for contractual adjustments and uncollectibles. The Company estimates allowances for contractual adjustments and uncollectibles on accounts receivable based upon historical experience and other factors, including days sales outstanding (“DSO”) for accounts receivable, evaluation of expected adjustments and delinquency rates, past adjustments and collection experience in relation to amounts billed, an aging of accounts receivable, current contract and reimbursement terms, changes in payor mix and other relevant information. Contractual adjustments result from the difference between the physician rates for services performed and the reimbursements by GHC Programs and third-party insurance payors for such services.
Collection of patient service revenue the Company expects to receive is normally a function of providing complete and correct billing information to the GHC Programs and third-party insurance payors within the various filing deadlines and typically occurs within 30 to 60 days of billing.
Some of the Company’s hospital agreements require hospitals to pay the Company administrative fees. Some agreements provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that the Company receives a specified minimum revenue level. The Company also receives fees from hospitals for administrative services performed by its affiliated physicians providing medical director or other services at the hospital.
9
The following table summarizes the Company’s net revenue by category (in thousands):
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net patient service revenue |
|
$ |
412,950 |
|
|
$ |
354,763 |
|
|
$ |
794,012 |
|
|
$ |
739,199 |
|
|
Hospital contract administrative fees |
|
|
58,904 |
|
|
|
52,989 |
|
|
|
115,970 |
|
|
|
104,832 |
|
|
Other revenue |
|
|
1,105 |
|
|
|
7,689 |
|
|
|
9,730 |
|
|
|
12,655 |
|
|
|
|
$ |
472,959 |
|
|
$ |
415,441 |
|
|
$ |
919,712 |
|
|
$ |
856,686 |
|
The approximate percentage of net patient service revenue by type of payor was as follows:
6. Business Combinations and Discontinued Operations:
Business Combinations
During the six months ended June 30, 2021, the Company completed the acquisition of one pediatric orthopedic practice, one multi-location pediatric urgent care practice and one pediatric cardiology practice for total consideration of $12.2 million, of which $7.2 million was paid in cash at closing and $5.0 million is recorded as current and long-term liabilities. These acquisitions expanded the Company’s national network of physician practices across women’s and children’s services. In connection with these acquisitions, the Company recorded tax deductible goodwill of $9.6 million, fixed assets of $1.6 million and other intangible assets consisting primarily of physician and hospital agreements of $1.0 million.
Discontinued Operations – Anesthesiology Services Medical Group
The Company divested its anesthesiology services medical group in May 2020. During the six months ended June 30, 2021, the Company recorded a net decrease to the loss on sale of $19.1 million, primarily related to an adjustment to the sales proceeds and book values of net assets sold resulting from a mutual agreement between the buyer and seller reached during the three months ended March 31, 2021 to treat a portion of the divestiture as an asset sale for tax purposes, the disposal of the single anesthesia practice that remained after the divestiture of the anesthesiology medical group in May 2020 and the completion of the valuation for the contingent economic consideration component of the transaction. The net decrease to the loss on sale is reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2021. The operating results of the anesthesiology services medical group were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 as relevant.
The Company’s continuing operations financial statements for the six months ended June 30, 2021 reflect the Company’s best estimate of the income tax effects associated with the asset sale change. These estimates include an increase in income tax receivable of $24 million, of which $9 million is related to loss carryback provisions enacted under the CARES Act, an increase in deferred tax assets of $17 million and a reduction to capital loss carryforwards and offsetting valuation allowance of $37 million. The Company will adjust these income tax effects as necessary during subsequent periods in 2021 as additional information becomes available.
Discontinued Operations – Radiology Services Medical Group
The Company divested its radiology services medical group in December 2020. During the six months ended June 30, 2021, the Company recorded a net increase to the loss on sale of $2.3 million, primarily related to the adjustment of certain transaction related accounting. A final working capital true up is pending and is expected to be completed during 2021 and may result in an incremental change to the loss on sale. The operating results of the radiology services medical group were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2020.
7. Accounts Payable and Accrued Expenses:
Accounts payable and accrued expenses consist of the following (in thousands):
10
|
|
|
June 30, 2021 |
|
December 31, 2020 |
|
Accounts payable |
|
$40,658 |
|
$59,771 |
|
Accrued salaries and incentive compensation |
|
129,915 |
|
184,849 |
|
Accrued payroll taxes and benefits |
|
35,669 |
|
43,945 |
|
Accrued professional liabilities |
|
36,473 |
|
50,607 |
|
Accrued interest |
|
29,280 |
|
32,721 |
|
Other accrued expenses |
|
57,923 |
|
51,290 |
|
|
|
$329,918 |
|
$423,183 |
The net decrease in accrued salaries and incentive compensation of $19.1 million, from December 31, 2020 to June 30, 2021, is primarily due to the payment of performance-based incentive compensation, principally to the Company’s affiliated physicians, partially offset by performance-based incentive compensation accrued during the six months ended June 30, 2021. A majority of the Company’s payments for performance-based incentive compensation is paid annually during the first quarter.
8. Common and Common Equivalent Shares:
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted average number of common and potential common shares outstanding during the period. Potential common shares consist of outstanding restricted stock and stock options and is calculated using the treasury stock method.
The calculation of shares used in the basic and diluted net income per common share calculation for the three and six months ended June 30, 2021 and 2020 is as follows (in thousands):
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Weighted average number of common shares outstanding |
|
|
84,912 |
|
|
|
83,490 |
|
|
|
84,660 |
|
|
|
83,061 |
|
|
Weighted average number of dilutive common share
|
|
|
1,021 |
|
|
|
254 |
|
|
|
993 |
|
|
|
— |
|
|
Weighted average number of common and common
|
|
|
85,933 |
|
|
|
83,744 |
|
|
|
85,653 |
|
|
|
83,061 |
|
|
Antidilutive securities not included in the diluted
|
|
|
13 |
|
|
|
1,335 |
|
|
|
15 |
|
|
|
1,092 |
|
9. Stock Incentive Plans and Stock Purchase Plans:
On May 12, 2021, the Company’s shareholders approved the Company’s Amended and Restated 2008 Incentive Compensation Plan (the “Amended and Restated 2008 Incentive Plan”). The amendments, among other things, increased the number of shares of common stock reserved for delivery under the Amended and Restated 2008 Incentive Plan from 27,775,000 shares to 34,975,000 shares, as well as extended the expiration date to 10 years from the effective date of approval. The Amended and Restated 2008 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-related awards and performance awards that may be settled in cash, stock or other property.
Under the Amended and Restated 2008 Incentive Plan, options to purchase shares of common stock may be granted at a price not less than the fair market value of the shares on the date of grant. The options must be exercised within 10 years from the date of grant and generally become exercisable on a pro rata basis over a three-year period from the date of grant. The Company issues new shares of its common stock upon exercise of its stock options. Restricted stock awards generally vest over periods of three years upon the fulfillment of specified service-based conditions and in certain instances performance-based conditions. Deferred stock awards generally vest upon the satisfaction of specified performance-based conditions and service-based conditions. The Company recognizes compensation expense related to its restricted stock and deferred stock awards ratably over the corresponding vesting periods. During the six months ended June 30, 2021, the Company granted 728,290 shares of restricted stock to its employees and non-employee directors under the Amended and Restated 2008 Incentive Plan. At June 30, 2021, the Company had 3.6 million shares available for future grants and awards under the Amended and Restated 2008 Incentive Plan.
On May 12, 2021, the Company’s shareholders approved the Company’s Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares issuable under the ESPP to 9.9 million shares. Under the ESPP, employees are permitted to purchase the Company's common stock at 85% of market value on January 1st, April 1st, July 1st and October 1st of each year. Under the Company’s 2015 Non-Qualified Stock Purchase Plan (the “SPP”), certain eligible non-employee service providers are permitted to purchase the Company’s common stock at 90% of market value on January 1st, April 1st, July 1st and October 1st of each year.
11
The Company recognizes stock-based compensation expense for the discount received by participating employees and non-employee service providers. During the six months ended June 30, 2021, approximately 0.1 million shares were issued under the ESPP. At June 30, 2021, the Company had approximately 0.4 million shares reserved for issuance under the ESPP. The SPP provides for the issuance of up to 100,000 shares of the Company’s common stock. At June 30, 2021, the Company had approximately 61,000 shares in the aggregate reserved for issuance under the SPP. No shares have been issued under the SPP in 2021.
During the three and six months ended June 30, 2021 and 2020, the Company recognized stock-based compensation expense of $5.8 million and $6.4 million, and $9.5 million and $13.7 million, respectively.
10. Common Stock Repurchase Programs:
In July 2013, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock up to an amount sufficient to offset the dilutive impact from the issuance of shares under the Company’s equity compensation programs. The share repurchase program allows the Company to make open market purchases from time-to-time based on general economic and market conditions and trading restrictions. The repurchase program also allows for the repurchase of shares of the Company’s common stock to offset the dilutive impact from the issuance of shares, if any, related to the Company’s acquisition program. No shares were purchased under this program during the six months ended June 30, 2021.
In August 2018, the Company announced that its Board of Directors had authorized the repurchase of up to $500.0 million of the Company’s common stock in addition to its existing share repurchase program, of which $98.7 million remained available for repurchase as of December 31, 2020. Under this share repurchase program, during the six months ended June 30, 2021, the Company withheld approximately 0.1 million shares of its common stock to satisfy minimum statutory withholding obligations of $2.2 million in connection with the vesting of restricted stock.
The Company intends to utilize various methods to effect any future share repurchases, including, among others, open market purchases and accelerated share repurchase programs. The amount and timing of repurchases will depend upon several factors, including general economic and market conditions and trading restrictions.
11. Commitments and Contingencies:
The Company expects that audits, inquiries and investigations from government authorities and agencies will occur in the ordinary course of business. Such audits, inquiries and investigations and their ultimate resolutions, individually or in the aggregate, could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities. The Company has not included an accrual for these matters as of June 30, 2021 in its Consolidated Financial Statements, as the variables affecting any potential eventual liability depend on the currently unknown facts and circumstances that arise out of, and are specific to, any particular future audit, inquiry and investigation and cannot be reasonably estimated at this time.
In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company's affiliated physicians. The Company's contracts with hospitals generally require the Company to indemnify them and their affiliates for losses resulting from the negligence of the Company's affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, cash flows and the trading price of its securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities.
Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. With respect to professional liability risk, the Company generally self-insures a portion of this risk through its wholly owned captive insurance subsidiary. Liabilities in excess of the Company's insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and the trading price of its securities.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion highlights the principal factors that have affected our financial condition and results of operations, as well as our liquidity and capital resources, for the periods described. This discussion should be read in conjunction with the unaudited Consolidated Financial Statements and the notes thereto included in this Quarterly Report. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021 (the “2020 Form 10-K”). As used in this Quarterly Report, the terms “Mednax”, the “Company”, “we”, “us” and “our” refer to the parent company, Mednax, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted (collectively, “MDX”), together with MDX’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships (“affiliated professional contractors”). Certain subsidiaries of MDX have contracts with our affiliated professional contractors, which are separate legal entities that provide physician services in certain states and Puerto Rico. The following discussion contains forward-looking statements. Please see the Company’s 2020 Form 10-K, including Item 1A, Risk Factors, for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. In addition, please see “Caution Concerning Forward-Looking Statements” below.
Overview
Mednax is a leading provider of physician services including newborn, maternal-fetal, pediatric cardiology and other pediatric subspecialty care. Our national network is comprised of affiliated physicians who provide clinical care in 39 states and Puerto Rico. Our affiliated physicians provide neonatal clinical care, primarily within hospital-based neonatal intensive care units (“NICUs”), to babies born prematurely or with medical complications; and maternal-fetal and obstetrical medical care to expectant mothers experiencing complicated pregnancies primarily in areas where our affiliated neonatal physicians practice. Our network also includes other pediatric subspecialists, including those who provide pediatric intensive care, pediatric cardiology care, hospital-based pediatric care, pediatric surgical care, pediatric ear, nose and throat, pediatric ophthalmology, pediatric urology services and pediatric urgent care.
Coronavirus Pandemic (COVID-19)
COVID-19 has had an impact on the demand for medical services provided by our affiliated clinicians. Beginning in mid-March 2020, our affiliated office-based practices, which specialize in maternal-fetal medicine, pediatric cardiology, and numerous pediatric subspecialties, experienced a significant elevation of appointment cancellations compared to historical normal levels. We believe COVID-19, either directly or indirectly, also had an impact on our NICU patient volumes, and there is no assurance that impacts from COVID-19 will not further adversely affect our NICU patient volumes or otherwise adversely affect our NICU and related neonatology business. Further, in late 2020, we saw a shift in the mix of patients reimbursed under government-sponsored healthcare programs, but that shift materially reversed during the six months ended June 30, 2021. Overall, our operating results were significantly impacted by COVID-19 beginning in mid-March 2020, but volumes began to normalize in mid-2020 and substantially recovered throughout 2020 and through June 30, 2021.
During 2020, we implemented a number of actions to preserve financial flexibility and partially mitigate the significant anticipated impact of COVID-19. These steps included a suspension of most activities related to our transformational and restructuring programs, limiting these expenditures to those that provide essential support for our response to COVID-19. In addition, (i) we temporarily reduced executive and key management base salaries, including 50% reductions in salaries for our named executive officers during the second quarter of 2020; (ii) the board of directors agreed to forego their annual cash retainer and cash meeting payments, also during the second quarter of 2020; (iii) we enacted a combination of salary reductions and furloughs for non-clinical employees; (iv) we enacted significant operational and practice-specific expense reduction plans across its clinical operations; and (v) amended and restated our credit agreement.
Due to the continued uncertainties surrounding the timeline of and impacts from COVID-19, we are unable to predict the ultimate impact on our business, financial condition, results of operations, cash flows and the trading price of our securities at this time.
CARES Act
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act is a relief package intended to assist many aspects of the American economy, including providing up to $100 billion in aid to the healthcare industry to reimburse healthcare providers for lost revenue and expenses attributable to COVID-19. The remaining $70 billion in aid is intended to focus on providers in areas particularly impacted by COVID-19, rural providers, providers of services with lower shares of Medicare reimbursement or who predominantly serve the Medicaid population, and providers requesting reimbursement for the treatment of uninsured Americans. It is unknown what, if any, portion of the remaining healthcare industry funding on the CARES Act our affiliated physician practices will qualify for and receive. The Department of Health and Human Services (“HHS”) is administering this program, and our affiliated physician practices within continuing operations received an aggregate of $22.0 million in relief payments during the year ended December 31, 2020 and $7.7 million during the six months ended June 30, 2021. We have applications pending for certain affiliated physician practices for incremental relief beyond what has been received.
In addition, the CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, and we utilized this deferral option throughout 2020. We repaid these deferred social security taxes during the second quarter of 2021.
Under current tax law, net operating losses can be carried forward indefinitely. The CARES Act enacted rules allowing net operating losses arising in 2020 to be carried back five taxable years. We currently expect to generate a net operating loss for the 2020 tax year which we intend to carry back to the 2015 tax year under these provisions to obtain a refund of income tax at the prior 35% corporate tax rate.
13
General Economic Conditions and Other Factors
Our operations and performance depend significantly on economic conditions. Economic conditions in the United States (“U.S.”) have deteriorated, primarily as a result of COVID-19, and patient volumes have been impacted. During the three months ended June 30, 2021, the percentage of our patient service revenue being reimbursed under government-sponsored healthcare programs (“GHC Programs”) remained relatively stable as compared to the three months ended June 30, 2020. We could, however, experience shifts toward GHC Programs if changes occur in economic behaviors or population demographics within geographic locations in which we provide services, including an increase in unemployment and underemployment as well as losses of commercial health insurance. For example, during the three months ended December 31, 2020, we experienced significant shifts to GHC programs. Payments received from GHC Programs are substantially less for equivalent services than payments received from commercial insurance payors. In addition, due to the rising costs of managed care premiums and patient responsibility amounts, we may experience lower net revenue resulting from increased bad debt due to patients’ inability to pay for certain services.
Healthcare Reform
The Patient Protection and Affordable Care Act (the “ACA”) contains a number of provisions that have affected us and, absent amendment or repeal, may continue to affect us over the next several years. These provisions include the establishment of health insurance exchanges to facilitate the purchase of qualified health plans, expanded Medicaid eligibility, subsidized insurance premiums and additional requirements and incentives for businesses to provide healthcare benefits. Other provisions have expanded the scope and reach of the Federal Civil False Claims Act and other healthcare fraud and abuse laws. Moreover, we could be affected by potential changes to various aspects of the ACA, including changes to subsidies, healthcare insurance marketplaces and Medicaid expansion.
Despite the ACA going into effect over a decade ago, continuous legal and Congressional challenges to the law’s provisions and persisting uncertainty with respect to the scope and effect of certain provisions have made compliance costly. In 2017, Congress unsuccessfully sought to replace substantial parts of the ACA with different mechanisms for facilitating insurance coverage in the commercial and Medicaid markets. Congress may again attempt to enact substantial or target changes to the ACA in the future. Additionally, Centers for Medicare & Medicaid Services (“CMS”) has administratively revised a number of provisions and may seek to advance additional significant changes through regulation, guidance and enforcement in the future.
At the end of 2017, Congress repealed the part of the ACA that required most individuals to purchase and maintain health insurance or face a tax penalty, known as the individual mandate. In light of these changes, in December 2018, a federal district court in Texas declared that key portions of the ACA were inconsistent with the U.S. Constitution and that the entire ACA is invalid as a result. Several states appealed this decision, and in December 2019, a federal court of appeals upheld the district court’s conclusion that part of the ACA is unconstitutional but remanded for further evaluation whether in light of this defect the entire ACA must be invalidated. Democratic attorneys general and the House appealed the Fifth Circuit’s decision to the Supreme Court. On March 2, 2020, the Supreme Court agreed to hear the case, styled California v. Texas, during the 2020-21 term. Oral arguments took place on November 2, 2020 and on June 17, 2021 , the Court held that the plaintiffs lacked standing to challenge the ACA. Notwithstanding the Supreme Court's ruling, we cannot say for certain whether there will be future challenges to the ACA or what impact, if any, such challenges may have on our business. Changes resulting from these proceedings could have a material impact on our business.
In late 2020 and early 2021, the results of the federal and state elections changed which persons and parties occupy the Office of the President of the United States and the U.S. Senate and many states’ governors and legislatures. The current Administration may propose sweeping changes to the U.S. healthcare system, including expanding government-funded health insurance options and replacing current healthcare financing mechanisms with systems that would be entirely administered by the federal government. Any legislative or administrative change to the current healthcare financing system could have a material adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.
In addition to the potential impacts to the ACA, there could be changes to other GHC Programs, such as a change to the structure of Medicaid. Congress and the Administration have sought to convert Medicaid into a block grant or to institute per capita spending caps, among other things. These changes, if implemented, could eliminate the guarantee that everyone who is eligible and applies for benefits would receive them and could potentially give states new authority to restrict eligibility, cut benefits and make it more difficult for people to enroll. Additionally, several states are considering and pursuing changes to their Medicaid programs, such as requiring recipients to engage in employment or education activities as a condition of eligibility for most adults, disenrolling recipients for failure to pay a premium, or adjusting premium amounts based on income. Many states have recently shifted a majority or all of their Medicaid program beneficiaries into Managed Medicaid Plans. Managed Medicaid Plans have some flexibility to set rates for providers, but many states require minimum provider rates in their contracts with such plans. In July of each year, CMS releases the annual Medicaid Managed Care Rate Development Guide which provides federal baseline rules for setting reimbursement rates in managed care plans. We could be affected by lower reimbursement rates in some of all of the Managed Medicaid Plans with which we participate. We could also be materially impacted if we are dropped from the provider network in one or more of the Managed Medicaid Plans with which we currently participate. In Florida, more than 75% of the Medicaid population participates in a Managed Medicaid Plan, with even higher participation rates for children.
We cannot predict with any assurance the ultimate effect of these laws and resulting changes to payments under GHC Programs, nor can we provide any assurance that they will not have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Further, any fiscal tightening impacting GHC Programs or changes to the structure of any GHC Programs could have a material adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.
14
The Medicare Access and CHIP Reauthorization Act
The Medicare Access and CHIP Reauthorization Act (“MACRA”) requires Medicare providers to choose to participate in one of two payment formulas, Merit-Based Incentive Payment System (“MIPS”) or Alternative Payment Models (“APMs”). Beginning in 2020, MIPS allowed eligible physicians to receive incentive payments based on the achievement of certain quality and cost metrics, among other measures, and be reduced for those who are underperforming against those same metrics and measures. As an alternative, physicians can choose to participate in an advanced APM, and physicians who are meaningful participants in APMs will receive bonus payments from Medicare pursuant to the law. MACRA also remains subject to review and potential modification by Congress, as well as shifting regulatory requirements established by CMS. We currently anticipate that our affiliated physicians who are eligible to participate in the MIPS program will continue to be eligible to receive MIPS bonus payments, although the amounts of such bonus payments are not expected to be material. We will continue to operationalize the provisions of MACRA and assess any further changes to the law or additional regulations enacted pursuant to the law.
We cannot predict the ultimate effect that these changes will have on us, nor can we provide any assurance that its provisions will not have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.
Medicaid Expansion
The ACA also allows states to expand their Medicaid programs through federal payments that fund most of the cost of increasing the Medicaid eligibility income limit from a state’s historic eligibility levels to 133% of the federal poverty level. To date, 38 states and the District of Columbia have expanded Medicaid eligibility to cover this additional low-income patient population, and other states are considering expansion. All of the states in which we operate, however, already cover children in the first year of life and pregnant women if their household income is at or below 133% of the federal poverty level.
“Surprise” Billing Legislation
In late 2020, Congress enacted legislation intended to protect patients from “surprise” medical bills when services are furnished by providers who are not subject to contractual arrangements and payment limitations with the patient’s insurer. Effective January 1, 2022, patients will be protected from unexpected or “surprise” medical bills that could arise from out-of-network emergency care provided at an out-of-network facility or at in-network facilities by out-of-network providers and out-of-network nonemergency care provided at in-network facilities without the patient’s informed consent. Many states have passed similar legislation, but the federal government has been working to enact a ban on surprise billing for quite some time.
Under the “No Surprises Act,” patients are only required to pay the in-network cost-sharing amount, which will be determined through an established formula and will count toward the patient’s health plan deductible and out-of-pocket cost-sharing limits. Providers will generally not be permitted to balance bill patients beyond this cost-sharing amount. An out-of-network provider will only be permitted to bill a patient more than the in-network cost-sharing amount for care if the provider gives the patient notice of the provider’s network status and delivers to the patient or their health plan an estimate of charges within certain specified timeframes, and obtains the patient’s written consent prior to the delivery of care. Providers that violate these surprise billing prohibitions may be subject to state enforcement action or federal civil monetary penalties.
These measures could limit the amount we can charge and recover for services we furnish where we have not contracted with the patient’s insurer, and therefore could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Moreover, these measures could affect our ability to contract with certain payors and under historically similar terms and may cause, and the prospect of these changes may have caused, payors to terminate their contracts with us and our affiliated practices, further affecting our business, financial condition, results of operations, cash flows and the trading price of our securities. Should any relationships with payors continue on an out-of-network basis, the No Surprises Act requires that rate disputes be resolved through binding arbitration, in which both the payor and provider submit a requested rate and the arbitrator selects one submission without hearing or modification of the selected request. These unpredictable results will bind both the provider and payor for a 90-day period.
Non-GAAP Measures
In our analysis of our results of operations, we use certain non-GAAP financial measures. We report adjusted earnings before interest, taxes and depreciation and amortization from continuing operations, which is defined as income (loss) from continuing operations before interest, income taxes, depreciation and amortization, and transformational and restructuring related expenses. We also report adjusted earnings per share (“Adjusted EPS”) from continuing operations which consists of diluted income (loss) from continuing operations per common and common equivalent share adjusted for amortization expense, stock-based compensation expense, transformational and restructuring related expenses and any impacts from discrete tax events. For the three and six months ended June 30, 2021 as relevant, both Adjusted EBITDA and Adjusted EPS are being further adjusted to exclude the impacts from the gain on sale of building and loss on the early extinguishment of debt.
We believe these measures, in addition to income (loss) from continuing operations, net income (loss) and diluted net income (loss) from continuing operations per common and common equivalent share, provide investors with useful supplemental information to compare and understand our underlying business trends and performance across reporting periods on a consistent basis. These measures should be considered a supplement to, and not a substitute for, financial performance measures determined in accordance with GAAP. In addition, since these non-GAAP measures are not determined in accordance with GAAP, they are susceptible to varying calculations and may not be comparable to other similarly titled measures of other companies.
15
For a reconciliation of each of Adjusted EBITDA from continuing operations and Adjusted EPS from continuing operations to the most directly comparable GAAP measures for the three and six months ended June 30, 2021 and 2020, refer to the tables below (in thousands, except per share data).
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Income (loss) from continuing operations attributable to Mednax, Inc. |
|
$ |
30,533 |
|
|
$ |
7,084 |
|
|
$ |
35,885 |
|
|
$ |
(11,415 |
) |
|
Interest expense |
|
|
16,879 |
|
|
|
28,265 |
|
|
|
34,524 |
|
|
|
55,930 |
|
|
Gain on sale of building |
|
|
(7,280 |
) |
|
|
- |
|
|
|
(7,280 |
) |
|
|
- |
|
|
Loss on early extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
14,532 |
|
|
|
- |
|
|
Income tax provision |
|
|
7,363 |
|
|
|
3,097 |
|
|
|
2,408 |
|
|
|
4,182 |
|
|
Depreciation and amortization expense |
|
|
8,106 |
|
|
|
6,751 |
|
|
|
16,137 |
|
|
|
13,554 |
|
|
Transformational and restructuring related expenses |
|
|
9,932 |
|
|
|
10,479 |
|
|
|
14,810 |
|
|
|
26,555 |
|
|
Adjusted EBITDA from continuing operations attributable to
|
|
$ |
65,533 |
|
|
$ |
55,676 |
|
|
$ |
111,016 |
|
|
$ |
88,806 |
|
|
|
|
Three Months Ended
|
|
|||||||||||||
|
|
|
2021 |
|
|
2020 |
|
||||||||||
|
Weighted average diluted shares outstanding |
|
85,933 |
|
|
83,744 |
|
||||||||||
|
Income from continuing operations and diluted income from
|
|
$ |
30,533 |
|
|
$ |
0.36 |
|
|
$ |
7,084 |
|
|
$ |
0.08 |
|
|
Adjustments (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Amortization (net of tax of $576 and $520) |
|
|
1,728 |
|
|
|
0.02 |
|
|
|
1,559 |
|
|
|
0.02 |
|
|
Stock-based compensation (net of tax of $1,434 and $1,605) |
|
|
4,301 |
|
|
|
0.04 |
|
|
|
4,812 |
|
|
|
0.07 |
|
|
Transformational and restructuring expenses (net of tax of
|
|
|
7,449 |
|
|
|
0.09 |
|
|
|
7,859 |
|
|
|
0.09 |
|
|
Gain on sale of building (net of tax of $1,820) |
|
|
(5,460 |
) |
|
|
(0.06 |
) |
|
|
— |
|
|
|
— |
|
|
Net impact from discrete tax events |
|
|
(3,516 |
) |
|
|
(0.04 |
) |
|
|
110 |
|
|
|
— |
|
|
Adjusted income and diluted EPS from continuing operations
|
|
$ |
35,035 |
|
|
$ |
0.41 |
|
|
$ |
21,424 |
|
|
$ |
0.26 |
|
|
|
|
Six Months Ended
|
|
|||||||||||||
|
|
|
2021 |
|
|
2020 |
|
||||||||||
|
Weighted average diluted shares outstanding |
|
85,653 |
|
|
83,061 |
|
||||||||||
|
Income (loss) from continuing operations and diluted income from
|
|
$ |
35,885 |
|
|
$ |
0.42 |
|
|
$ |
(11,415 |
) |
|
$ |
(0.14 |
) |
|
Adjustments (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Amortization (net of tax of $1,466 and $1,032) |
|
|
4,400 |
|
|
|
0.05 |
|
|
|
3,094 |
|
|
|
0.04 |
|
|
Stock-based compensation (net of tax of $2,363 and $3,418) |
|
|
7,089 |
|
|
|
0.08 |
|
|
|
10,254 |
|
|
|
0.12 |
|
|
Transformational and restructuring expenses (net of tax of
|
|
|
11,108 |
|
|
|
0.13 |
|
|
|
19,916 |
|
|
|
0.24 |
|
|
Gain on sale of building (net of tax of $1,820) |
|
|
(5,460 |
) |
|
|
(0.06 |
) |
|
|
— |
|
|
|
— |
|
|
Loss on early extinguishment of debt (net of tax of $3,633) |
|
|
10,899 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
— |
|
|
Net impact from discrete tax events |
|
|
(8,583 |
) |
|
|
(0.10 |
) |
|
|
4,944 |
|
|
|
0.06 |
|
|
Adjusted income and diluted EPS from continuing operations
|
|
$ |
55,338 |
|
|
$ |
0.65 |
|
|
$ |
26,793 |
|
|
$ |
0.32 |
|
Results of Operations
Three Months Ended June 30, 2021 as Compared to Three Months Ended June 30, 2020
Our net revenue attributable to continuing operations was $473.0 million for the three months ended June 30, 2021, as compared to $415.4 million for the same period in 2020. The increase in revenue of $57.6 million, or 13.9%, was primarily attributable to an increase in same-unit revenue. Same units are those units at which we provided services for the entire current period and the entire comparable period. Same-unit net revenue increased by $54.5 million, or 13.4%. The increase in same-unit net revenue was comprised of an increase of $38.8 million, or 9.5%, related to patient service volumes and an increase of $15.7, or 3.9%, from net reimbursement-related factors. The increase in revenue from patient service volumes was related to increases across all of our hospital-based and office-based women’s and children’s services. Prior year volumes were significantly impacted by COVID-19. The net increase in revenue related to net reimbursement-related factors was primarily due to increases in administrative fees from our hospital partners, modest improvements in managed care contracting and an increase
16
in revenue resulting from a decrease in the percentage of our patients being enrolled in GHC Programs, partially offset by a decrease in CARES Act relief as no relief was recorded during the second quarter of 2021.
Practice salaries and benefits attributable to continuing operations increased $34.0 million, or 12.0%, to $317.0 million for the three months ended June 30, 2021, as compared to $283.0 million for the same period in 2020. Of the $34.0 million increase, $25.1 million was related to salaries which primarily reflected increases in clinician compensation expense driven by the comparison to reduced salaries expense during 2020 resulting from COVID-19 mitigation efforts. The remaining $8.9 million increase was related to benefits and incentive compensation, with the increase primarily related to incentive compensation driven by improved results.
Practice supplies and other operating expenses attributable to continuing operations increased $4.0 million, or 19.9%, to $24.2 million for the three months ended June 30, 2021, as compared to $20.2 million for the same period in 2020. The increase was primarily attributable to practice supply, rent and other costs related to our existing units for which the activity across many expense categories such as travel, office and professional services expenses in 2020 had decreased as a result of COVID-19.
General and administrative expenses attributable to continuing operations primarily include all billing and collection functions and all other salaries, benefits, supplies and operating expenses not specifically identifiable to the day-to-day operations of our physician practices and services. General and administrative expenses were $71.0 million for the three months ended June 30, 2021, as compared to $60.5 million for the same period in 2020. The net increase of $10.5 million is primarily related to increases in various information technology related expenses including systems fees, professional licenses and data center enhancements as well as a net increase in compensation expense when comparing to the prior year that included decreases in compensation expense from COVID-19 mitigation efforts such as furloughs and net staffing reductions. General and administrative expenses as a percentage of net revenue was 15.0% for the three months ended June 30, 2021, as compared to 14.6% for the same period in 2020, with the increase of 45 basis points driven by the lower salaries in 2020 and the increased information technology spend in 2021. Certain general and administrative expenses related to corporate overhead represent various support services provided across the company, including approximately $3.1 million and $2.8 million in costs for the three months ended June 30, 2021 and 2020, respectively, related to support for the buyer of the anesthesiology services medical group through a transition services agreement. Therefore, general and administrative expenses do not reflect potential general and administrative cost savings that may be achieved in future periods.
Gain on sale of building was $7.3 million for the three months ended June 30, 2021 and resulted from the sale of our secondary corporate office building.
Transformational and restructuring related expenses attributable to continuing operations were $9.9 million for the three months ended June 30, 2021, as compared to $10.5 million for the same period in 2020. The decrease of $0.6 million reflects the reduction in the scope of activities limiting them to initiatives critical to the transformation of our business operations with the expenses during the second quarter of 2021 primarily related to contract termination costs resulting from the transition of our revenue cycle management activities to a third party with the remaining expenses related to external consulting costs for other initiatives.
Depreciation and amortization expense attributable to continuing operations was $8.1 million for the three months ended June 30, 2021, as compared to $6.8 million for the same period in 2020. The increase of $1.3 million was primarily related to an increase in depreciation expense related to information technology equipment.
Income from operations attributable to continuing operations increased $15.4 million, or 44.7%, to $50.0 million for the three months ended June 30, 2021, as compared to $34.6 million for the same period in 2020. Our operating margin was 10.6% for the three months ended June 30, 2021, as compared to 8.3% for the same period in 2020. The increase in our operating margin was primarily due to higher revenue growth, partially offset by net increases in overall operating expenses as compared to the second quarter of 2020 that included various decreases from COVID-19 cost mitigation initiatives. Excluding transformation and restructuring related expenses and the gain on the sale of building, our income from operations attributable to continuing operations was $52.7 million and $45.0 million, and our operating margin was 11.1% and 10.8% for the three months ended June 30, 2021 and 2020, respectively. We believe excluding the impacts from the transformational and restructuring related activity provides a more comparable view of our operating income and operating margin from continuing operations.
Total non-operating expenses attributable to continuing operations were $12.1 million for the three months ended June 30, 2021, as compared to $24.4 million for the same period in 2020. The net decrease in non-operating expenses was primarily related to the decrease in interest expense resulting from the redemption of our 5.25% senior unsecured notes due 2023 (the “2023 Notes”) in January 2021.
Our effective income tax rate attributable to continuing operations (“tax rate”) was 19.4% for the three months ended June 30, 2021 as compared to 30.4% for the three months ended June 30, 2020. The second quarter 2021 tax rate includes a net discrete tax benefit of $3.5 million, primarily related to a change in estimate for the 2020 net operating loss carryback as allowed under the CARES Act for refund at the 35% federal tax rate. Income taxes for the second quarter of 2020 were calculated by applying the actual year-to-date tax rate to our pre-tax income. After excluding discrete tax impacts, during the three months ended June 30, 2021 and 2020, our tax rate was 28.7% and 29.3%, respectively. We believe excluding discrete tax impacts provides a more comparable view of our tax rate.
Income from continuing operations attributable to Mednax, Inc. was $30.5 million for the three months ended June 30, 2021, as compared to $7.1 million for the same period in 2020. Adjusted EBITDA from continuing operations attributable to Mednax, Inc. was $65.5 million for the three months ended June 30, 2021, as compared to $55.7 million for the same period in 2020.
Diluted earnings from continuing operations per common and common equivalent share attributable to Mednax, Inc. was $0.36 on weighted average shares outstanding of 85.9 million for the three months ended June 30, 2021, as compared to $0.08 on weighted average
17
shares outstanding of 83.7 million for the same period in 2020. Adjusted EPS from continuing operations was $0.41 for the three months ended June 30, 2021, as compared to $0.26 for the same period in 2020. The increase of 2.2 million in our weighted average shares outstanding is primarily due to the impact of shares issued in 2020 and 2021 through various equity programs.
Income from discontinued operations, net of tax, was $4.5 million for the three months ended June 30, 2021, as compared to a loss of $679.5 million for the same period in 2020. Diluted income from discontinued operations per common and common equivalent share was $0.05 for the three months ended June 30, 2021, as compared to a diluted loss per share of $8.11 three months ended June 30, 2020.
Net income attributable to Mednax, Inc. was $35.0 million for the three months ended June 30, 2021, as compared to a loss of $672.4 million for the same period in 2020. Diluted net income per common and common equivalent share attributable to Mednax, Inc. was $0.41 for the three months ended June 30, 2021, as compared to a diluted loss per share of $8.03 for the same period in 2020.
Six Months Ended June 30, 2021 as Compared to Six Months Ended June 30, 2020
Our net revenue attributable to continuing operations was $919.7 million for the six months ended June 30, 2021, as compared to $856.7 million for the same period in 2020. The increase in revenue of $63.0 million, or 7.4%, was primarily attributable to an increase in same-unit revenue. Same units are those units at which we provided services for the entire current period and the entire comparable period. Same-unit net revenue increased by $66.2 million, or 7.9%. The increase in same-unit net revenue was comprised of an increase of $37.6 million, or 4.5%, from net reimbursement-related factors and an increase of $28.6 million, or 3.4%, related to patient service volumes. The net increase in revenue related to net reimbursement-related factors was primarily due to increases in administrative fees from our hospital partners, an increase in revenue resulting from a decrease in the percentage of our patients being enrolled in GHC Programs and modest improvements in managed care contracting. The increase in revenue from patient service volumes was related to increases across all our hospital-based and office-based women’s and children’s services. Prior year volumes were significantly impacted by COVID-19.
Practice salaries and benefits attributable to continuing operations increased $36.8 million, or 6.1%, to $636.0 million for the six months ended June 30, 2021, as compared to $599.2 million for the same period in 2020. Of the $36.8 million increase, $26.2 million was related to salaries which primarily reflected increases in clinician compensation expense driven by the comparison to reduced salaries expense during 2020 resulting from COVID-19 mitigation efforts. The remaining $10.6 million was related to benefits and incentive compensation, with the increase to incentive compensation driven by improved results, partially offset by a decrease in malpractice expense.
Practice supplies and other operating expenses attributable to continuing operations increased $2.4 million, or 5.4%, to $46.4 million for the six months ended June 30, 2021, as compared to $44.0 million for the same period in 2020. The increase was primarily attributable to practice supply, rent and other costs related to our existing units for which the activity across many expense categories such as travel, office and professional services expenses in 2020 had decreased as a result of COVID-19.
General and administrative expenses attributable to continuing operations primarily include all billing and collection functions and all other salaries, benefits, supplies and operating expenses not specifically identifiable to the day-to-day operations of our physician practices and services. General and administrative expenses were $137.5 million for the six months ended June 30, 2021, as compared to $127.9 million for the same period in 2020. The net increase of $9.6 million is primarily related to increases in various information technology related expenses including systems fees, professional licenses, data center enhancements, and security as well as a net increase in compensation expense when comparing to the prior year that included decreases in compensation expense from COVID-19 mitigation efforts such as furloughs and net staffing reductions. General and administrative expenses as a percentage of net revenue was 15.0% for the six months ended June 30, 2021, as compared to 14.9% for the same period in 2020. Certain general and administrative expenses related to corporate overhead represent various support services provided across the company, including approximately $8.2 million and $2.8 million for the six months ended June 30, 2021 and 2020, respectively, in costs related to support for the buyers of the anesthesiology services medical group and the radiology services medical group through transition services agreements. Therefore, general and administrative expenses do not reflect potential general and administrative cost savings that may be achieved in future periods.
Transformational and restructuring related expenses attributable to continuing operations were $14.8 million for the six months ended June 30, 2021, as compared to $26.6 million for the same period in 2020. The decrease of $11.8 million reflects the reduction in the scope of activities limiting them to initiatives critical to our business operations with the expenses during the six months ended June 30, 2021 primarily for external consulting costs and contract termination costs.
Depreciation and amortization expense attributable to continuing operations was $16.1 million for the six months ended June 30, 2021, as compared to $13.6 million for the same period in 2020. The increase of $2.5 million was primarily related to an increase in depreciation expense related to information technology equipment.
Income from operations attributable to continuing operations increased $30.7 million, or 67.8%, to $76.1 million for the six months ended June 30, 2021, as compared to $45.4 million for the same period in 2020. Our operating margin was 8.3% for the six months ended June 30, 2021, as compared to 5.3% for the same period in 2020. The increase in our operating margin was primarily due to higher revenue growth, partially offset by net increases in overall operating expenses, primarily incentive compensation expense. Excluding the transformation and restructuring related expenses and gain on sale of building, our income from operations attributable to continuing operations was $83.7 million and $71.9 million, and our operating margin was 9.1% and 8.4% for the three months ended June 30, 2021 and 2020, respectively. We believe excluding the impacts from the transformational and restructuring related activity provides a more comparable view of our operating income and operating margin from continuing operations.
18
Total non-operating expenses attributable to continuing operations were $37.8 million for the six months ended June 30, 2021, as compared to $52.6 million for the same period in 2020. The decrease in non-operating expenses was primarily related to a decrease in interest expense resulting from the redemption of our 2023 Notes in January 2021 and an increase in other income related to the transition services being provided to the buyers of our divested medical groups, partially offset by the loss on the early redemption of our 2023 Notes. The six months ended June 30, 2020 also included the unfavorable impact from the settlement of a litigation matter within investment and other income.
Our tax rate was 6.3% for the six months ended June 30, 2021 and our tax rate for the six months ended June 30, 2020 was not meaningful due to the pre-tax loss generated due to the impacts from COVID-19. The tax rate for the six months ended June 30, 2021 includes a net discrete tax benefit of $8.6 million, primarily related to a change in estimate for the 2020 net operating loss carryback as allowed under the CARES Act for refund at the 35% federal tax rate. Income taxes for the six months ended June 30, 2020 were calculated by applying the actual year-to-date tax rate to our pre-tax loss. After excluding discrete tax impacts, during the six months ended June 30, 2021 and 2020, our tax rate was 28.7% and 10.5%, respectively. The tax rate for the six months ended June 30, 2020 was impacted by the pre-tax loss generated. We believe excluding discrete tax impacts on our tax rate provides a more comparable view of our effective income tax rate.
Income from continuing operations attributable to Mednax, Inc. was $35.9 million for the six months ended June 30, 2021, as compared to a loss of $11.4 million for the same period in 2020. Adjusted EBITDA from continuing operations was $111.0 million for the six months ended June 30, 2021, as compared to $88.8 million for the same period in 2020.
Diluted earnings from continuing operations per common and common equivalent share attributable to Mednax, Inc. was $0.42 on weighted average shares outstanding of 85.7 million for the six months ended June 30, 2021, as compared to diluted loss per share of $0.14 on weighted average shares outstanding of 83.1 million for the same period in 2020. Adjusted EPS from continuing operations was $0.65 for the six months ended June 30, 2021, as compared to $0.32 for the same period in 2020. The increase of 2.6 million in our weighted average shares outstanding is primarily due to the impact of shares issued in 2020 and early 2021 through various equity programs.
Income from discontinued operations, net of tax, was $16.8 million for the six months ended June 30, 2021, as compared to a loss of $679.7 million for the same period in 2020. Diluted income from discontinued operations per common and common equivalent share was $0.19 for the six months ended June 30, 2021, as compared to diluted loss per share of $8.18 for the same period in 2020.
Net income attributable to Mednax, Inc. was $52.7 million for the six months ended June 30, 2021, as compared to a loss of $691.1 million for the same period in 2020. Diluted net income per common and common equivalent share was $0.61 for the six months ended June 30, 2021, as compared to diluted loss per share of $8.32 for the same period in 2020.
Liquidity and Capital Resources
As of June 30, 2021, we had $338.2 million of cash and cash equivalents attributable to continuing operations as compared to $1.12 billion at December 31, 2020. Additionally, we had working capital attributable to continuing operations of $401.2 million at June 30, 2021, a decrease of $703.8 million from working capital of $1.11 billion at December 31, 2020. The net decrease in working capital is primarily due to the redemption of the 2023 Notes in January 2021.
Cash Flows from Continuing Operations
Cash (used in) provided by operating, investing and financing activities from continuing operations is summarized as follows (in thousands):
|
|
|
Six Months Ended
|
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Operating activities |
|
$ |
(28,484 |
) |
|
$ |
(55,501 |
) |
|
Investing activities |
|
|
1,375 |
|
|
|
(30,690 |
) |
|
Financing activities |
|
|
(760,810 |
) |
|
|
637 |
|
Operating Activities from Continuing Operations
During the six months ended June 30, 2021, our net cash used in operating activities for continuing operations was $28.5 million, compared to $55.5 million for the same period in 2020. The net decrease in cash used of $27.0 million was primarily due to an increase in cash flow from higher earnings, changes in prepaid expenses and other assets and changes in accounts payable and accrued expenses, primarily incentive compensation payments, partially offset by decreases in cash flow from accounts receivable, other liabilities and income taxes.
During the six months ended June 30, 2021, cash flow from accounts receivable for continuing operations decreased by $26.0 million, as compared to an increase of $29.7 million for the same period in 2020. The decrease in cash flow from accounts receivable for the six months ended June 30, 2021 was primarily due to net increases in ending accounts receivable balances at existing units due to higher revenue, partially offset by increased cash collections.
Days sales outstanding (“DSO”) is one of the key factors that we use to evaluate the condition of our accounts receivable and the related allowances for contractual adjustments and uncollectibles. DSO reflects the timeliness of cash collections on billed revenue and the level of reserves on outstanding accounts receivable. Our DSO for continuing operations was 48.0 days at June 30, 2021 as compared to 52.3 days at December 31, 2020. The decrease in our DSO primarily related to the timing of cash collections at our existing units.
19
Investing Activities from Continuing Operations
During the six months ended June 30, 2021, our net cash provided by investing activities for continuing operations of $1.4 million consisted of net proceeds from the sale of our building of $24.7 million and net proceeds from maturities or sale of investments of $2.4 million, almost entirely offset by capital expenditures of $18.5 million and acquisitions payments of $7.2 million.
Financing Activities from Continuing Operations
During the six months ended June 30, 2021, our net cash used in financing activities for continuing operations of $760.8 million primarily consisted of $759.8 million related to the redemption of the 2023 Notes, including the call premium, and the repurchase of $2.2 million of our common stock, partially offset by proceeds from the issuance of common stock of $2.6 million.
Liquidity
On March 25, 2020, we amended and restated our Credit Agreement to, among other things, (i) establish a deemed Consolidated EBITDA of $139.2 million for the second and third quarters of 2020, reflecting average Adjusted EBITDA from continuing operations for the prior eight quarters (calculated for purposes of the Credit Agreement), which will be used in the calculation of rolling four consecutive quarter Consolidated EBITDA under the Credit Agreement, (ii) temporarily increase the maximum consolidated net leverage ratio required to be maintained by us from 4.50:1:00 to 5.00:1:00 for the second and third quarters of 2020 and 4.75:1:00 for the fourth quarter of 2020, before returning to 4.50:1:00 for the first quarter of 2021 and beyond, (iii) require that we maintain minimum availability under the Credit Agreement of $300.0 million through the third quarter of 2021, (iv) provide for a weekly repayment of borrowings under the Credit Agreement through the second quarter of 2021 using unrestricted cash on hand in excess of $300.0 million, plus a reserve for certain payables, and (v) temporarily restricted our ability to make restricted payments under the Credit Agreement for the remainder of 2020, subject to certain exceptions.
The Credit Agreement provides for a $1.2 billion unsecured revolving credit facility, subject to the limitations discussed above, and includes a $37.5 million sub-facility for the issuance of letters of credit. The Credit Agreement matures on March 28, 2024 and is guaranteed by substantially all of our subsidiaries and affiliated professional contractors. At our option, borrowings under the Credit Agreement will bear interest at (i) the alternate base rate (defined as the higher of (a) the prime rate, (b) the Federal Funds Rate plus 1/2 of 1.00% and (c) LIBOR for an interest period of one month plus 1.00%) plus an applicable margin rate ranging from 0.125% to 0.750% based on our consolidated leverage ratio or (ii) the LIBOR rate plus an applicable margin rate ranging from 1.125% to 1.750% based on our consolidated leverage ratio. The Credit Agreement also calls for other customary fees and charges, including an unused commitment fee ranging from 0.150% to 0.200% of the unused lending commitments, based on our consolidated leverage ratio. The Credit Agreement contains customary covenants and restrictions, including covenants that require us to maintain a minimum interest charge ratio, not to exceed a specified consolidated leverage ratio and to comply with laws, and restrictions on the ability to pay dividends and make certain other distributions, as specified therein. Failure to comply with these covenants would constitute an event of default under the Credit Agreement, notwithstanding the ability of the company to meet its debt service obligations. The Credit Agreement also includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement.
At June 30, 2021, we had no outstanding principal balance on our Credit Agreement. We had one outstanding letter of credit of $0.1 million which reduced the amount available on our Credit Agreement to $899.9 million at June 30, 2021, after giving effect to the temporary reduction of the capacity of our Credit Agreement described above through September 30, 2021.
During the six months ended June 30, 2021, we redeemed the outstanding principal balance of $750.0 million on the 2023 Notes. We recognized a loss on debt extinguishment of $14.5 million, which primarily included cash premiums and accelerated amortization of deferred financing costs.
At June 30, 2021, we had an outstanding principal balance of $1.0 billion on our 6.25% senior unsecured notes due 2027 (the “2027 Notes”). Our obligations under the 2027 Notes are guaranteed on an unsecured senior basis by the same subsidiaries and affiliated professional contractors that guarantee our Credit Agreement. Interest on the 2027 Notes accrues at the rate of 6.25% per annum, or $62.5 million, and is payable semi-annually in arrears on January 15 and July 15.
The indenture under which the 2027 Notes are issued, among other things, limits our ability to (1) incur liens and (2) enter into sale and lease-back transactions, and also limits our ability to merge or dispose of all or substantially all of our assets, in all cases, subject to a number of customary exceptions. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2027 Notes, upon the occurrence of a change in control of Mednax, we may be required to repurchase the 2027 Notes at a purchase price equal to 101% of the aggregate principal amount of the 2027 Notes repurchased plus accrued and unpaid interest.
At June 30, 2021, we believe we were in compliance, in all material respects, with the financial covenants and other restrictions applicable to us under the Credit Agreement and the 2027 Notes. We believe we will be in compliance with these covenants throughout 2021.
We maintain professional liability insurance policies with third-party insurers, subject to self-insured retention, exclusions and other restrictions. We self-insure our liabilities to pay self-insured retention amounts under our professional liability insurance coverage through a wholly owned captive insurance subsidiary. We record liabilities for self-insured amounts and claims incurred but not reported based on an actuarial valuation using historical loss information, claim emergence patterns and various actuarial assumptions. Our total liability related to professional liability risks at June 30, 2021 was $303.8 million, of which $36.5 million is classified as a current liability within accounts payable
20
and accrued expenses in the Consolidated Balance Sheet. In addition, there is a corresponding insurance receivable of $58.6 million recorded as a component of other assets for certain professional liability claims that are covered by insurance policies.
We anticipate that funds generated from operations, together with our current cash on hand and funds available under our Credit Agreement, will be sufficient to finance our working capital requirements, fund anticipated acquisitions and capital expenditures, fund expenses related to our transformational and restructuring activities, fund our share repurchase programs and meet our contractual obligations for at least the next 12 months from the date of issuance of this Quarterly Report on Form 10-Q.
Caution Concerning Forward-Looking Statements
Certain information included or incorporated by reference in this Quarterly Report may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, and all statements, other than statements of historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this Quarterly Report are made as of the date hereof, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the 2020 Form 10-K, including the section entitled “Risk Factors.”
21
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to market risk primarily from exposure to changes in interest rates based on our financing, investing and cash management activities. We intend to manage interest rate risk through the use of a combination of fixed rate and variable rate debt. We borrow under our Credit Agreement at various interest rate options based on the Alternate Base Rate or LIBOR rate depending on certain financial ratios. At June 30, 2021, we had no outstanding principal balance on our Credit Agreement.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2021.
Changes in Internal Controls Over Financial Reporting
During the three months ended June 30, 2021, we implemented the financial module of our new enterprise resource planning (ERP) system. As a result of the implementation, there were certain changes to our internal control over financial reporting related to the new ERP system. Our new ERP system replaced our legacy system in which our financial transactions and interfaces are processed and recorded. Our new ERP system is intended to provide us with enhanced transactional processing and management tools compared to our legacy system and is intended to enhance internal controls over financial reporting. We believe our new ERP system will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures. There have been no other changes in our internal control over financial reporting that occurred during the three months ended June 30, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We expect that audits, inquiries and investigations from government authorities and agencies will occur in the ordinary course of business. Such audits, inquiries and investigations and their ultimate resolutions, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.
In the ordinary course of our business, we become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by our affiliated physicians. Our contracts with hospitals generally require us to indemnify them and their affiliates for losses resulting from the negligence of our affiliated physicians and other clinicians. We may also become subject to other lawsuits, including with payors or other counterparties that could involve large claims and significant defense costs. We believe, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on our business, financial condition, results of operations, cash flows or the trading price of our securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.
On March 20, 2019, a derivative action was filed by plaintiff Beverly Jackson on behalf of Mednax, Inc. against Mednax, Inc. and certain of its officers and directors in the Seventeenth Judicial Circuit in and for Broward County, Florida (Case Number CACE-19-006253). The plaintiff purported to bring suit derivatively on behalf of our company against certain of our officers and directors for breach of fiduciary duties and unjust enrichment claiming alleged violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 thereunder, based on statements made by the defendants primarily concerning our former anesthesiology business. The complaint seeks unspecified damages, interest, attorneys’ fees and other costs. We filed a motion to dismiss in December 2019, and on March 16, 2020, an order granting our motion to dismiss without prejudice was issued. On April 6, 2020, the plaintiff filed an amended complaint, and on April 30, 2020, we filed a motion to dismiss the amended complaint. On September 24, 2020, our motion to dismiss was granted, but the plaintiff was granted 20 days to amend their complaint, and on October 14, 2020, the plaintiff filed a second amended complaint. We filed our motion to dismiss the second amended complaint on October 26, 2020. On December 18, 2020 an Order was entered summarily denying our motion to dismiss the second amended complaint, and our answer to the second amended complaint was filed on May 3, 2021. We settled the matter in June 2021.
Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot ensure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. With respect to professional liability risk, we self-insure a significant portion of this risk through our wholly owned captive insurance subsidiary. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our 2020 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2021, we repurchased 7,858 shares of our common stock that were withheld to satisfy minimum statutory withholding obligations in connection with the vesting of restricted stock and deferred stock.
|
|
|
Total Number
|
|
|
Average Price
|
|
|
Total Number of
|
|
|
Approximate Dollar
|
|||
|
April 1 – April 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
(a) |
|
May 1 – May 31, 2021 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(a) |
|
June 1 – June 30, 2021 |
|
7,858 (b) |
|
|
|
31.98 |
|
|
|
— |
|
|
(a) |
|
|
Total |
|
|
7,858 |
|
|
$ |
31.98 |
|
|
|
— |
|
|
(a) |
The amount and timing of any future repurchases will depend upon several factors, including general economic and market conditions and trading restrictions.
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Item 6. Exhibits
Exhibit No. Description
10.3+† Services Agreement, dated May 12, 2021, by and between Mednax Services, Inc. and R1 RCM Inc.
101.1+ Interactive Data File
101.INS+ XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH+ XBRL Schema Document.
101.CAL+ XBRL Calculation Linkbase Document.
101.DEF+ XBRL Definition Linkbase Document.
101.LAB+ XBRL Label Linkbase Document.
101.PRE+ XBRL Presentation Linkbase Document.
104+ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+ Filed herewith.
* Furnished herewith.
† Portions of this exhibit have been redacted in accordance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed. Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Mednax, Inc. |
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Date: August 6, 2021 |
By: /s/ Mark S. Ordan |
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Mark S. Ordan |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Date: August 6, 2021 |
By: /s/ C. Marc Richards |
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C. Marc Richards |
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Chief Financial Officer |
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(Principal Financial Officer) |
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Date: August 6, 2021 |
By: /s/ John C. Pepia |
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John C. Pepia |
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Chief Accounting Officer |
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(Principal Accounting Officer) |
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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
CONFIDENTIAL
EXECUTION
Exhibit 10.3
SERVICES AGREEMENT
between
MEDNAX SERVICES, INC.
and
R1 RCM INC.
SERVICES AGREEMENT
This Services Agreement is entered into on May 12, 2021, and will be effective as of May 1, 2021 (the “Effective Date”), between Mednax Services, Inc. (“Client”), and R1 RCM Inc. (“R1”). Client and R1 are each sometimes referred to herein as a “Party”, and collectively, the “Parties.”
RECITALS
WHEREAS, Client desires to procure from R1, and R1 desires to provide to Client and the Service Recipients, revenue cycle management and related services through an outsourced model; and
WHEREAS, Client and R1 have engaged in negotiations, discussions and due diligence that have culminated in the formation of the contractual relationship described in this Services Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the recitals above, the Parties hereby agree as follows:
“Adverse Judgment” means an adverse judgment, injunction, order, or decision made against a Party (or, in regards to Client, a Service Recipient) by a domestic or foreign national, state, county, municipal, local, territorial, or other government body, authority, department, agency, court, official or public or statutory person of competent jurisdiction.
“Affiliate” means, with respect to a legal person, any entity at any time Controlling, Controlled by or under common Control with such legal person.
“Aggregate In-Scope Base Year Cash” means, at any point in time, the sum total Fixed Individual Base Year Cash values of all then-currently existing Service Recipients receiving Services hereunder, as such values are to be set forth on Exhibit 3.6 on or prior to the Finalization Date (as defined in Exhibit 11.1-A). [***]
“Applicable Law” means any applicable declaration, decree, directive, order, ordinance, law, restriction, regulation or rule of or by any Governmental Authority, including the provisions of 42 U.S.C. §§ 1320d through 1320d-8 and 42 C.F.R. §§ 160, 162 and 164, which are commonly referred to as “HIPAA” and Title XIII of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5(2009), commonly referred to as the “HITECH Act”, and the rules of all applicable regulatory agencies with jurisdiction over Client or any Service Recipient (including, but not limited to, the Center for Medicare and Medicaid Services (“CMS”)).
“Base Fee” has the meaning given in Exhibit 11.1-A.
“Baseline Cash” means the sum total of all Fixed Individual Base Year Cash values for all Service Recipient Entities as of the Effective Date, to be set forth on Exhibit 3.6 on or prior to the Finalization Date. The Baseline Cash is [***].
“Cash Collections” means the amounts adjudicated and posted against individual patient accounts as payments or posted to unapplied cash accounts through the provision of in-scope Services. The primary source of payment for in-scope Services is payments from third-party payors. In the event that collections related to specific patient activity are not posted/adjudicated at the patient account level, these payments are also included as part of Cash
Collections (e.g., lump-sum underpayment settlements or take-backs). For payors that have periodic interim payments, vouchered remittances will be considered cash.
“Client Competitors” means [***].
“Client Consents” means all licenses, consents, permits, approvals and authorizations that are necessary to allow R1 and R1 Contractors to access and (a) use Authorized Space, Retained Systems, and other Client assets as provided in Article VII, (b) use the services provided for the benefit of Client under the In-Scope Agreements or third-party software licenses, or (c) use the Client Intellectual Property, all to the extent necessary for R1 to perform the Services.
“Client Data” means all data submitted, directly or indirectly, to R1 by Service Recipients or patients, or obtained or learned by R1 in connection with the Services provided by R1, including PHI; provided, however, that Client Data does not include (a) R1’s proprietary algorithms, methodologies and processes or (b) information or data created by R1 to support its operations (e.g., to create R1 financial, business or other business records).
“Control” and its derivatives means: (a) the legal, beneficial, or equitable ownership, directly or indirectly, of (i) at least fifty percent (50%) of the aggregate of all voting equity interest in an entity or (ii) equity interest having the right to at least fifty percent (50%) of the profits of an entity or, in the event of dissolution, to at least fifty percent (50%) of the assets of an entity; (b) the right to appoint, directly or indirectly, a majority of the board of directors of the entity; (c) the right to control, directly or indirectly, the management or direction of the entity by contract or corporate governance document; or (d) in the case of a partnership, the holding by an entity (or one of its Affiliates) of the position of sole general partner.
“Designated Employees” has the meaning given in Exhibit 10.1.
“Employment Effective Date” has the meaning given in Exhibit 10.1.
“Federal Health Care Program” means any plan or program providing health care benefits, whether directly through insurance or otherwise, that is funded directly, in whole or part, by the United States Government (other than the Federal Employees Health Benefits Program), including any State health care program that receives funding from the United States Government.
“Fixed Individual Base Year Cash” means, for each Service Recipient, (a) for any Service Recipient existing as of the Effective Date, the Cash Collections associated with such Service Recipient during the Baseline Year, to be set forth on Exhibit 3.6 on or prior to the Finalization Date, or (b) for any Service Recipient added by Client pursuant to Section 5.1, the Cash Collections for the Acquired Service Recipient in the [***], as added to Exhibit 3.6 by amendment thereof; provided, however, that the Parties may agree [***].
“Governmental Approvals” means all licenses, consents, permits, approvals and authorizations from any Governmental Authority, or any notice to any Governmental Authority, that are required by Applicable Law, including any regulatory framework to which Client or any Service Recipient is required to submit or voluntarily submits from time to time, for the consummation of the transactions contemplated by this Agreement.
“Governmental Authority” means any federal, state, municipal, local, territorial or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international with jurisdiction over the Parties.
“Implementation Plan” means the initial, non-binding implementation plan providing a high-level overview of the transition of the Services to R1.
“Improvement Fee” has the meaning given in Exhibit 11.1-B.
“In-Scope Specialty Field” means the women’s and children’s specialty field.
“Intellectual Property” means the Client Intellectual Property or the R1 Intellectual Property, as the context requires.
“Intellectual Property Rights” means any and all intellectual property rights anywhere in the world, including (a) patents and patent applications; (b) trademarks, service marks, and all registrations and applications for registration thereof; (c) copyrights and all registrations and applications for registration thereof; (d) trade secrets, know-how and confidential information; (e) internet domain name registrations; (f) all inventions (whether patentable or unpatentable and whether or not reduced to practice), and all improvements thereto; and (g) all copies and tangible embodiments of the foregoing (in whatever form or medium).
“Material Adverse Effect” means any change, event or effect that, when taken individually or together with all other related adverse changes, events or effects, has had or would reasonably be expected to have a material adverse effect on the business, properties, assets, results of operations or condition, financially or otherwise, taken as a whole, of a Party; provided, however, that a “Material Adverse Effect” shall not include any change or effect: (a) in general economic or business conditions; (b) in financial, banking or securities markets of the U.S. in general (including any disruption thereof and any decline in the price of any security or any market index); (c) in national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S. or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S.; (d) affecting generally the industries or markets in which such Party operates; (e) related solely to the announcement or consummation of the matters contemplated by this Services Agreement; (f) resulting from the identity or business plans of such Party or any of its Affiliates; (g) resulting from any act taken by such Party in accordance with this Services Agreement; (h) resulting from changes in Applicable Law; or (i) resulting from changes in reimbursement rates, including but not limited to changes in any reimbursement policies or fee schedules by Federal Health Care Programs.
“Phase 1 Services” has the meaning given in Exhibit 3.1.
“Phase 2 Services” means front end services for office-based Service Recipients, as further described in Exhibit 3.1.
“R1 Competitor” means [***].
“R1 Consents” means all licenses, consents, permits, approvals and authorizations that are necessary to allow (a) R1 and R1 Contractors to use the R1 Technology, R1 Intellectual Property Software and any assets owned or leased by R1, and (b) R1 and R1 Contractors to (i) use any third-party services retained by R1 to provide the Services during the Term, (ii) grant the licenses contemplated by Article VI and Article XIII and (iii) assign to Client the Client Deliverables.
“R1 Contractors” means a third party engaged by R1 to perform a portion of the Services on R1’s behalf, excluding any third-party vendors who indirectly support the Services or who provide general operational, administrative, technical or similar services for R1’s business, even though they may support R1’s provision of the Services.
“R1 Technology” means the proprietary software applications, including source code, APIs (application programming interfaces), automated functionality, portals, design, data structures, services, objects and any documentation, reports or other materials or business methods used by R1 in providing the Services.
“Service Recipient” means all clinicians or clinician groups who are (a) owned or employed by Client or its Affiliate, or (b) receiving revenue cycle services from Client or its Affiliate pursuant to contractual agreements between such groups and Client or its Affiliate (e.g., under a management services agreement). Unless otherwise set forth herein or otherwise derived from context, Service Recipient shall mean only those clinicians and clinician groups receiving Services hereunder.
“Service Recipient Entity” means [***].
“Similar Services” means [***].
“Transitioned Employees” has the meaning given in Exhibit 10.1.
Exhibit 3.1 Services
Exhibit 3.4 R1 Contractors
Exhibit 3.5 Service Levels
Exhibit 3.15 In-Flight Projects
Exhibit 4.1 Initial Implementation Timeline
Exhibit 10.1 Designated Employee Terms
Exhibit 10.2 Key Personnel
Exhibit 11.1 Charges for Services
Exhibit 11.1-A Base Fee
Exhibit 11.1-B Improvement Fees for Services
Exhibit 12.1 In-Scope Agreements
Exhibit 14.1 Information Security Requirements
Exhibit 22.1 Disaster Recovery Requirements
The process set forth in Section 20.4(d) is collectively referred to as the “Workaround Period”. Nothing in this Section 20.4 will negate, limit, or affect any right of termination under any other Section of this Services Agreement.
[Remainder of Page Intentionally Left Blank]
Agreed to and Accepted by:
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R1 RCM Inc.
By: /s/ Vijay Kotte Name: Vijay Kotte Its: Chief Solutions Officer |
Mednax Services, Inc.
By: /s/ C. Marc Richards Name: C. Marc Richards Its: Chief Financial Officer |
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark S. Ordan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mednax, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2021
By: /s/ Mark S. Ordan
Mark S. Ordan
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C. Marc Richards, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mednax, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2021
By: /s/ C. Marc Richards
C. Marc Richards
Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
Certification Pursuant to 18 U.S.C Section 1350
(Adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report of Mednax, Inc. on Form 10-Q for the quarter ended June 30, 2021 (the “Report”), each of the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mednax, Inc.
A signed original of this written statement required by Section 906 has been provided to Mednax, Inc. and will be retained by Mednax, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
August 6, 2021
By: /s/ Mark S. Ordan
Mark S. Ordan
Chief Executive Officer
(Principal Executive Officer)
By: s/ C. Marc Richards
C. Marc Richards
Chief Financial Officer
(Principal Financial Officer)