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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

 

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2011

Or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from              to             .

Commission File Number 001-34583

 

 

Team Health Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		36-4276525
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

265 Brookview Centre Way

Suite 400

Knoxville, Tennessee 37919

(865) 693-1000

(Address, zip code, and telephone number, including area code, of registrant’s principal executive office.)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨				Accelerated filer		þ
Non-accelerated filer		¨		(Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

As of July 29, 2011, there were outstanding 65,442,819 shares of common stock of Team Health Holdings, Inc, with a par value of $.01.

 

 

 

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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical facts and that reflect the current view of Team Health Holdings, Inc. (the “Company”) about future events and financial performance are hereby identified as “forward looking statements.” Some of these statements can be identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “should,” “may,” “plan,” “project,” “predict” and similar expressions. The Company cautions readers of this Form 10-Q that such “forward looking statements”, including without limitation, those relating to the Company’s future business prospects, revenue, working capital, professional liability expense, liquidity, capital needs, interest costs and income, wherever they occur in this Form 10-Q or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward looking statements”. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements, include, but are not limited to:

 

•

the current U.S. and global economic conditions;

 

•

the current U.S. and state healthcare reform legislative initiatives;

 

•

the effect and interpretation of current or future government regulation of the healthcare industry, and our ability to comply with these regulations;

 

•

our exposure to billing investigations and audits by federal and state authorities, as well as non-governmental auditing contractors;

 

•

our exposure to professional liability lawsuits;

 

•

the adequacy of our insurance reserves;

 

•

our reliance on reimbursements by third-party payers, as well as payments by individuals;

 

•

change in rates or methods of government payments for our services;

 

•

the general level of emergency department patient volumes at our clients’ facilities;

 

•

our exposure to the financial risks associated with fee for service contracts;

 

•

our ability to timely or accurately bill for services;

 

•

our ability to timely enroll healthcare professionals in the Medicare program;

 

•

a reclassification of independent contractor physicians by tax authorities;

 

•

the concentration of a significant number of our programs in certain states, particularly Florida and Tennessee;

 

•

any loss of or failure to renew contracts within the Military Health System Program, which are subject to a competitive bidding process;

 

•

our exposure to litigation;

 

•

fluctuations in our quarterly operating results which could affect our ability to raise new capital for our business;

 

•

effect on our revenues if we experience a net loss of contracts;

 

•

our ability to accurately assess the costs we will incur under new contracts;

 

•

our ability to find suitable acquisition candidates or successfully integrate completed acquisitions;

 

•

our ability to implement our business strategy and manage our growth effectively;

 

•

our future capital needs and ability to raise capital when needed;

 

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•

our ability to successfully recruit and retain qualified healthcare professionals;

 

•

enforceability of our non-competition and non-solicitation contractual arrangements with some affiliated physicians and professional corporations;

 

•

the high level of competition in our industry;

 

•

our dependence on numerous complex information systems and our ability to maintain these systems or implement new systems;

 

•

our ability to protect our proprietary technology and services;

 

•

our loss of key personnel and/or ability to attract and retain highly qualified personnel;

 

•

our ability to comply with federal or state anti-kickback laws;

 

•

changes in existing laws or regulations, adverse judicial or administrative interpretations of these laws and regulations or enactment of new legislation;

 

•

our exposure to a loss of contracts with our physicians or termination of relationships with our affiliated professional corporations in order to comply with antitrust laws;

 

•

our substantial indebtedness and ability to incur substantially more debt;

 

•

our ability to generate sufficient cash to service our debt;

 

•

restrictive covenants in our debt agreements which may restrict our ability to pursue our business strategies and our ability to comply with them; and

 

•

the interests of our sponsor may be in conflict with your interests.

For a more detailed discussion of these factors, see the information under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the Company’s most recent Annual Report on Form 10-K.

The Company’s forward-looking statements speak only as of the date of this report or as of the date they are made. The Company disclaims any intent or obligation to update any “forward looking statement” made in this Form 10-Q to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

 

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TEAM HEALTH HOLDINGS, INC.

QUARTERLY REPORT FOR THE THREE AND SIX MONTHS

ENDED JUNE 30, 2011

 

				Page
Part 1. Financial Information
Item 1.		Financial Statements (Unaudited)			5
		Consolidated Balance Sheets—December 31, 2010 and June 30, 2011			5
		Consolidated Statements of Operations—Three months ended June 30, 2010 and 2011			6
		Consolidated Statements of Operations—Six months ended June 30, 2010 and 2011			7
		Consolidated Statements of Cash Flows—Six months ended June 30, 2010 and 2011			8
		Notes to Consolidated Financial Statements			9
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			40
Item 4.		Controls and Procedures			40
Part 2. Other Information
Item 1.		Legal Proceedings			41
Item 1A.		Risk Factors			41
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 3.		Defaults Upon Senior Securities			42
Item 4.		(Removed and Reserved)			42
Item 5.		Other Information			42
Item 6.		Exhibits			42
Signatures					43

 

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PART 1. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2010				June 30, 2011
		(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	30,337			$	48,904
Accounts receivable, less allowance for uncollectibles of $194,833 and $246,517 in 2010 and 2011, respectively			241,238				272,351
Prepaid expenses and other current assets			21,211				29,148
Receivables under insured programs			15,492				14,321
Income tax receivable			2,179				687
Total current assets			310,457				365,411
Investments of insurance subsidiary			87,781				88,753
Property and equipment, net			35,159				32,803
Other intangibles, net			63,739				56,042
Goodwill			207,782				208,432
Deferred income taxes			35,474				27,930
Receivables under insured programs			28,639				32,259
Other			38,706				41,013
		$	807,737			$	852,643
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	18,556			$	6,500
Accrued compensation and physician payable			131,043				135,142
Other accrued liabilities			100,318				101,816
Current maturities of long-term debt			4,250				10,000
Deferred income taxes			38,438				39,520
Total current liabilities			292,605				292,978
Long-term debt, less current maturities			399,500				390,000
Other non-current liabilities			166,985				168,353
Shareholders’ equity (deficit):
Common stock, ($0.01 par value; 100,000 shares authorized, 64,489 and 65,280 shares issued and outstanding at December 31, 2010 and June 30, 2011, respectively)			645				653
Additional paid-in capital			516,468				528,139
Accumulated deficit			(569,371	)			(529,527	)
Accumulated other comprehensive gain			905				2,047
Shareholders’ equity (deficit)			(51,353	)			1,312
		$	807,737			$	852,643

See accompanying notes to consolidated financial statements.

 

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TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three Months Ended June 30,
		2010				2011
		(Unaudited)
		(In thousands, except per share data)
Net revenue		$	655,971			$	763,983
Provision for uncollectibles			280,445				336,746
Net revenue less provision for uncollectibles			375,526				427,237
Cost of services rendered (exclusive of depreciation and amortization shown separately below)
Professional service expenses			283,601				327,084
Professional liability costs			13,282				15,144
General and administrative expenses			32,942				38,455
Other expenses (income)			777				(113	)
Depreciation and amortization			6,423				7,112
Interest expense, net			4,922				2,513
Transaction costs			393				1,041
Impairment of intangibles			2,523				—
Loss on refinancing of debt			—				6,022
Earnings before income taxes			30,663				29,979
Provision for income taxes			12,043				11,771
Net earnings		$	18,620			$	18,208
Net earnings per share
Basic		$	0.29			$	0.28
Diluted		$	0.29			$	0.27
Weighted average shares outstanding
Basic			64,166				64,921
Diluted			64,711				66,951

See accompanying notes to consolidated financial statements.

 

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TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Six Months Ended June 30,
		2010				2011
		(Unaudited)
		(In thousands, except per share data)
Net revenue		$	1,287,937			$	1,483,116
Provision for uncollectibles			547,945				643,385
Net revenue less provision for uncollectibles			739,992				839,731
Cost of services rendered (exclusive of depreciation and amortization shown separately below)
Professional service expenses			566,426				640,734
Professional liability costs			19,219				29,883
General and administrative expenses			63,743				76,591
Other expenses (income)			716				(660	)
Depreciation and amortization			12,838				14,011
Interest expense, net			10,685				5,790
Transaction costs			458				1,195
Impairment of intangibles			2,523				—
Loss on extinguishment and refinancing of debt			14,862				6,022
Earnings before income taxes			48,522				66,165
Provision for income taxes			19,004				26,321
Net earnings		$	29,518			$	39,844
Net earnings per share
Basic		$	0.46			$	0.62
Diluted		$	0.46			$	0.60
Weighted average shares outstanding
Basic			64,056				64,709
Diluted			64,618				66,192

See accompanying notes to consolidated financial statements.

 

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TEAM HEALTH HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Six Months Ended June 30,
		2010				2011
		(Unaudited)
		(In thousands)
Operating Activities
Net earnings		$	29,518			$	39,844
Adjustments to reconcile net earnings:
Depreciation and amortization			12,838				14,011
Amortization of deferred financing costs			1,029				903
Employee equity-based compensation expense			610				1,388
Provision for uncollectibles			547,945				643,385
Impairment of intangibles			2,523				—
Deferred income taxes			5,207				7,954
Loss on extinguishment and refinancing of debt			3,837				1,654
Loss on sale of equipment			9				41
Equity in joint venture income			(1,137	)			(1,520	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(565,545	)			(674,498	)
Prepaids and other assets			(10,605	)			(3,658	)
Income tax accounts			4,609				1,665
Accounts payable			(5,018	)			(11,914	)
Accrued compensation and physician payable			(14,477	)			5,480
Other accrued liabilities			697				2,470
Professional liability reserves			2,481				4,178
Net cash provided by operating activities			14,521				31,383
Investing Activities
Purchases of property and equipment			(3,874	)			(4,094	)
Sale of property and equipment			—				90
Cash paid for acquisitions, net			(4,159	)			(7,515	)
Purchases of investments by insurance subsidiary			(27,871	)			(40,394	)
Proceeds from investments by insurance subsidiary			21,817				40,315
Other investing activities			4				—
Net cash used in investing activities			(14,083	)			(11,598	)
Financing Activities
Payments on notes payable			(2,125	)			(403,750	)
Proceeds from notes payable			—				400,000
Payments on 11.25% senior subordinated notes			(157,502	)			—
Proceeds from revolving credit facility			56,800				—
Payments on revolving credit facility			(56,800	)			—
Payments of financing costs			—				(7,759	)
Proceeds from sale of common shares			21,769				—
Proceeds from the issuance of common stock under stock purchase plans			—				872
Proceeds from exercise of stock options			379				9,910
Stock issuance costs			—				(491	)
Net cash used in financing activities			(137,479	)			(1,218	)
Net (decrease) increase in cash			(137,041	)			18,567
Cash and cash equivalents, beginning of period			170,331				30,337
Cash and cash equivalents, end of period		$	33,290			$	48,904
Interest paid		$	12,920			$	7,003
Taxes paid		$	9,233			$	16,362

See accompanying notes to consolidated financial statements.

 

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TEAM HEALTH HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Team Health Holdings, Inc. (“the Company”) and its wholly owned subsidiaries and affiliated medical groups and have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary for a fair presentation of results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet of the Company at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. These financial statements and the notes thereto should be read in conjunction with the December 31, 2010 audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for fiscal 2010 filed with the SEC.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates.

Note 2. Secondary Offering

The Company completed a secondary offering of common stock in March of 2011. The 8,830,000 secondary shares in aggregate were sold by the Company’s principal shareholder, Ensemble Parent LLC, an investment fund affiliated with The Blackstone Group L. P. and its chief financial officer. The Company did not receive any proceeds from the sale of shares in the offering.

Note 3. Recently Issued Accounting Standards

In December 2010, the Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) 2010-28, “Intangible—Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes became effective for the Company beginning January 1, 2011. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosure requirements were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These

 

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changes became effective for the Company beginning January 1, 2011. This update could have an impact on the Company’s disclosures for future business combinations but the effect is dependent upon acquisitions that are made in such periods.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” (“ASU 2011-04”). This guidance contains certain updates to the fair value measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. The provisions of this update are effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The Company anticipates that the adoption of this standard will not materially expand its consolidated financial statement footnote disclosures.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. These changes will be effective for the first quarter filing of 2012. The adoption of this update will change the manner in which the Company presents comprehensive income.

In July 2011 the Emerging Issues Task Force (EITF) reached a final consensus on EITF Issue 09-H, “Healthcare Entities (Topic 954), Presentation and Disclosure of Net Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts” (EITF Issue 09-H). The consensus requires certain healthcare organizations to present their bad debt provision related to patient services revenue separately as contra-revenue on the face of the statement of operations. In addition EITF Issue 09-H requires the following disclosures:

 

1)

A company’s policy for considering collectability in the timing and amount of revenue and bad debt recognized;

 

2)

The amount of revenue (I.e., less contractual discounts) recognized, by major payor source;

 

3)

Quantitative and qualitative information about changes in the bad debt allowance, including judgments made and changes in estimates.

The provisions of this final consensus are effective for interim and annual periods ending after December 15, 2011. The Company is currently evaluating the impact this will have on its financial statements and related disclosures.

Note 4. Acquisitions

In March 2010, the Company completed the acquisitions of certain assets and related business operations of two emergency medical staffing businesses and clinics located in Virginia, Rhode Island and Florida. In August 2010, the Company completed the acquisition of certain assets and related business operations of an emergency medical staffing business located in Oklahoma and Kansas. In April 2011, the Company completed the acquisition of certain assets of a medical staffing group that provides emergency department staffing services to a hospital located in Alabama. The purchase price for these acquisitions was allocated in accordance with the provisions of ASC Topic 805, “Business Combinations” to net assets acquired, including goodwill of $42.7 million (all of which is tax deductible goodwill) and contract intangibles of approximately $22.2 million, based on management’s estimates.

The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements beginning on the respective acquisition dates.

 

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Note 5. Radiology Operations

During the fourth quarter of 2010, the Company completed a strategic review of its radiology operations, including past performance and future growth opportunities and based upon the review, concluded that the existing business model of providing teleradiology and radiology staffing services was not a viable long term strategy and could not consistently meet internal growth targets. As a result of this review, the Company made a decision to exit this non-core business line. This process was essentially completed during the first quarter of 2011 with the sale of its teleradiology business. For the six months ended June 30, 2010 and 2011 the radiology division generated approximately $6.2 million and $3.9 million of net revenue less provision, respectively.

Note 6. Fair Value Measurements

The Company applies the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” in determining the fair value of its financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements.

FASB ASC Topic 820 prioritizes the inputs used in measuring fair value into the following hierarchy:

 

Level 1		Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2		Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3		Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The following table provides information on those assets and liabilities the Company currently measures at fair value on a recurring basis (in thousands):

 

		Carrying Amount In Consolidated Balance Sheet June 30, 2011				Fair Value June 30, 2011				Fair Value Level 1				Fair Value Level 2				Fair Value Level 3
Investments of insurance subsidiary:
Money market funds		$	3,308			$	3,308			$	3,308			$	—			$	—
U. S. Treasury securities			13,583				13,583				13,583				—				—
Municipal bonds			55,008				55,008				55,008				—				—
Agency notes			16,854				16,854				16,854				—				—
Total investments of insurance subsidiary		$	88,753			$	88,753			$	88,753			$	—			$	—
Supplemental employee retirement plan investments:
Mutual funds		$	14,194			$	14,194			$	14,194			$	—			$	—

The fair values of the Company’s insurance subsidiary investments and the Company’s supplemental employee retirement investments are based on quoted prices. See Note 8 for more information regarding the Company’s investments. The fair value of the Company’s other financial instruments approximates their carrying values.

 

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Note 7. Financial Derivative Instruments

The Company at times may utilize derivative financial instruments to reduce interest rate risks. The Company does not hold or issue derivative financial instruments for trading purposes. As of December 31, 2010, the Company was a party to three separate forward interest rate swap agreements. These agreements which expired in the first quarter of 2011 were determined to be highly effective and qualified for hedge accounting; therefore, during the term of the agreements the changes in fair value of the interest rate swaps, net of tax, were recorded as a component of other comprehensive earnings. Following the expiration of these agreements, no asset or liability existed.

The following table presents the location of the liabilities associated with the Company’s interest rate swap agreements within the accompanying consolidated Balance Sheets (in thousands):

 

		Balance Sheet Location				Asset Derivatives								Liability Derivatives
						Fair Value at December 31, 2010				Fair Value at June 30, 2011				Fair Value at December 31, 2010				Fair Value at June 30, 2011
Derivatives designated as hedging:
Interest rate swap contracts			Other current liabilities			$	—			$	—			$	921			$	—

The following table presents the impact of the Company’s interest rate swap agreements and their location within the accompanying consolidated financial statements (in thousands):

 

		Amount of (Gain) Loss Recognized in Other Comprehensive Income  on Derivative (Effective Portion)								Amount of (Gain) Loss Reclassified from Other Comprehensive Income  into Income (Effective Portion)								Amount of (Gain) Loss Recognized in Income on  Derivative (Ineffective Portion)
		Six Months Ended June 30,								Six Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011				2010				2011
Interest rate swap contracts		$	(1,091	)(a)		$	(562	)(a)		$	—			$	—			$	—			$	—

 

(a)	Amount is net of tax.

Note 8. Investments

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

The investments held by the Company in connection with its participant directed supplemental employee retirement plan are classified as trading securities; therefore, changes in fair value associated with these investments are recognized as a component of earnings.

 

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At December 31, 2010 and June 30, 2011, amortized cost basis and aggregate fair value of the Company’s available-for-sale securities by investment type were as follows (in thousands):

 

		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
December 31, 2010
Money market funds		$	1,931			$	—			$	—			$	1,931
Treasury			14,226				151				(51	)			14,326
Municipal bonds			50,957				2,225				(228	)			52,954
Agency notes			18,415				214				(59	)			18,570
		$	85,529			$	2,590			$	(338	)		$	87,781
June 30, 2011
Money market funds		$	3,308			$	—			$	—			$	3,308
U. S. Treasury securities			13,297				309				(23	)			13,583
Municipal bonds			52,279				2,823				(94	)			55,008
Agency notes			16,722				139				(7	)			16,854
		$	85,606			$	3,271			$	(124	)		$	88,753

At December 31, 2010 and June 30, 2011, the amortized cost basis and aggregate fair value of the Company’s available-for-sale securities by contractual maturities were as follows (in thousands):

 

		Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
December 31, 2010
Due in less than one year		$	15,867			$	179			$	(18	)		$	16,028
Due after one year through five years			29,045				691				(90	)			29,646
Due after five years through ten years			40,617				1,720				(230	)			42,107
Total		$	85,529			$	2,590			$	(338	)		$	87,781
June 30, 2011
Due in less than one year		$	14,422			$	150			$	(16	)		$	14,556
Due after one year through five years			34,729				1,144				(17	)			35,856
Due after five years through ten years			36,455				1,977				(91	)			38,341
Total		$	85,606			$	3,271			$	(124	)		$	88,753

A summary of the Company’s temporarily impaired available-for-sale investment securities as of June 30, 2011 follows (in thousands):

 

		Impaired Less Than 12 Months								Impaired Over 12 Months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
June 30, 2011
Money market funds		$	—			$	—			$	—			$	—			$	—			$	—
U. S. Treasury securities			1,569				(23	)			—				—				1,569				(23	)
Municipal bonds			7,449				(73	)			952				(21	)			8,401				(94	)
Agency notes			3,708				(7	)			—				—				3,708				(7	)
Total investment		$	12,726			$	(103	)		$	952			$	(21	)		$	13,678			$	(124	)

 

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The unrealized losses resulted from changes in market interest rates, not from changes in the probability of contractual cash flows. Because the Company has the ability and intent to hold the investments until a recovery of carrying value and full collection of the amounts due according to the contractual terms of the investments is expected, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2011.

During the six months ended June 30, 2011, the Company recorded a gain on the sale of these investments of approximately $18,000.

As of June 30, 2011, the investments related to the participant directed supplemental employee retirement plan totaled $14.2 million and are included in other assets in the accompanying consolidated balance sheet. The trading gains and losses on those investments for the six months ended on June 30, 2011 that were still held by the Company as of June 30, 2011 are as follows (in thousands):

 

Net gains and losses recognized during the six months ended June 30, 2011 on trading securities		$	(61	)
Less: net gains and losses recognized during the period on trading securities sold during the six months ended June 30, 2011			65
Unrealized gains and losses recognized on trading securities still held at June 30, 2011		$	4

Note 9. Net Revenue

Net revenue for the three and six months ended June 30, 2010 and 2011 consisted of the following (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Fee-for-service revenue		$	545,597			$	646,912			$	1,063,849			$	1,250,645
Contract revenue			103,528				109,880				210,467				218,357
Other revenue			6,846				7,191				13,621				14,114
		$	655,971			$	763,983			$	1,287,937			$	1,483,116

 

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Note 10. Other Intangible Assets

The following is a summary of intangible assets and related amortization as of December 31, 2010 and June 30, 2011 (in thousands):

 

		Gross Carrying Amount				Accumulated Amortization
As of December 31, 2010:
Contracts		$	99,394			$	36,327
Other			840				168
Total		$	100,234			$	36,495
As of June 30, 2011:
Contracts		$	92,813			$	37,359
Other			840				252
Total		$	93,653			$	37,611
Aggregate amortization expense:
For the six months ended June 30, 2011						$	7,696
Estimated amortization expense:
For the remainder of the year ended December 31, 2011						$	7,696
For the year ended December 31, 2012							14,961
For the year ended December 31, 2013							13,347
For the year ended December 31, 2014							10,922
For the year ended December 31, 2015							7,146

Note 11. Long-Term Debt

Long-term debt as of June 30, 2011 consisted of the following (in thousands):

 

Term A Loan Facility		$	150,000
Term B Loan Facility			250,000
Revolving line of credit			—
			400,000
Less current portion			(10,000	)
		$	390,000

On June 29, 2011, the Company entered into a new credit facility (the “New Credit Facility”), consisting of a $175 million Five-Year Revolving Credit Facility, which was undrawn at closing, a $150 million Five-Year Term A Loan Facility and a $250 million Seven-Year Term B Loan Facility, with a syndicate of financial institutions. The Company used borrowings under the New Credit Facility and existing cash to repay $402.7 million of its outstanding term loan as well as fees and expenses associated with the refinancing of $7.8 million of which $4.3 million was recognized as a loss on refinancing of debt in the statement of operations. In addition, the Company also recognized $1.7 million as a loss on refinancing of debt resulting from the write-off of previously recognized deferred financing costs.

The Term A Loan Facility matures on June 29, 2016. The Term B Loan Facility matures on June 29, 2018. The Revolving Credit Facility has a final maturity date of June 29, 2016. The maturity dates under the New Credit Facility are subject to extension with lender consent according to the terms of the agreement.

The interest rate on any outstanding revolving credit borrowings and term A loans, and the commitment fee applicable to undrawn revolving commitments, will be priced off a grid based upon the Borrower’s first lien net

 

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leverage ratio and will initially be LIBOR + 2.25% in the case of revolving credit borrowings and term A loans and 0.45% in the case of unused revolving commitments. The interest rate on the term B loan is LIBOR + 2.75%, subject to a 1% LIBOR floor.

The interest rate at June 30, 2011 was 4.5% for amounts outstanding under the Term A Loan Facility and 5.0% for the Term B Loan Facility. The total available borrowings under the revolving credit facility was $175.0 million as of June 30, 2011, excluding $6.6 million of standby letters of credit. No borrowings under the revolving credit facility were outstanding as of June 30, 2011. Had there been any amounts outstanding under the revolving credit facility as of June 30, 2011, the interest rate would have been 4.5%.

The new senior credit facility agreement contains both affirmative and negative covenants, including limitations on the Company’s ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business and pay dividends, and requires the Company to comply with a maximum first lien net leverage ratio, tested quarterly. At June 30, 2011, the Company was in compliance with all covenants under the new senior credit facility agreement. The new senior credit facility is secured by substantially all of the Company’s U. S. subsidiaries’ assets.

The interest rate at June 30, 2011 was 4.5% for amounts outstanding under the Term A Loan Facility and 5.0% for the Term B Loan Facility. The total available borrowings under the revolving credit facility was $175.0 million as of June 30, 2011, excluding $6.6 million of standby letters of credit. No borrowings under the revolving credit facility were outstanding as of June 30, 2011. Had there been any amounts outstanding under the revolving credit facility as of June 30, 2011, the interest rate would have been 4.5%.

Aggregate annual maturities of long-term debt as of June 30, 2011 are as follows (in thousands):

 

2011		$	10,000
2012			10,000
2013			13,750
2014			17,500
2015 and thereafter			348,750

The fair value of the Company’s debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities.

The fair value of the Company’s debt was $398.6 million, and the carrying value was $400.0 million, at June 30, 2011.

Note 12. Professional Liability Insurance

The Company’s professional liability loss reserves consisted of the following (in thousands):

 

		December 31, 2010				June 30, 2011
Estimated losses under self-insured programs		$	150,306			$	154,483
Estimated losses under commercial insurance programs			44,131				46,580
			194,437				201,063
Less estimated payable within one year			59,779				59,968
		$	134,658			$	141,095

 

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The changes to the Company’s estimated losses under self-insured programs as of June 30, 2011 were as follows (in thousands):

 

Balance, December 31, 2010		$	150,306
Reserves related to current period			19,706
Changes related to prior year reserves			—
Payments for current period reserves			(110	)
Payments for prior period reserves			(15,419	)
Balance, June 30, 2011		$	154,483

The Company provides for its estimated professional liability losses through a combination of self-insurance and commercial insurance programs. As of June 30, 2011, the insured loss limit under a policy provided by a commercial insurance carrier was $158.8 million. The policy, as amended, provides for an increase in the aggregate limit of coverage based upon certain premium funding levels. Losses in excess of the limit of coverage remain as a self-insured obligation of the Company. A portion of the professional liability loss risks being provided for through self-insurance (“claims-made” basis) are transferred to and funded into a captive insurance company. The accounts of the captive insurance company are fully consolidated with those of the other operations of the Company in the accompanying consolidated financial statements.

The self-insurance components of our risk management program include reserves for future claims incurred but not reported (“IBNR”). As of December 31, 2010, of the $150.3 million of estimated losses under self-insured programs, approximately $78.3 million represented an estimate of IBNR claims and expenses and additional loss development, with the remaining $72.0 million representing specific case reserves. Of the existing case reserves as of December 31, 2010, $2.6 million represented case reserves that had settled but not yet funded, and $69.4 million reflected unsettled case reserves.

As of June 30, 2011, of the $154.5 million of estimated losses under self insurance programs, approximately $86.0 million represents an estimate of IBNR claims and expenses and additional loss development, with the remaining $68.5 million representing specific case reserves. Of the existing case reserves as of June 30, 2011, $3.0 million represents case reserves that have been settled but not yet funded, and $65.5 million reflects unsettled case reserves.

The Company’s provisions for losses under its self-insurance components are estimated using the results of periodic actuarial studies. Such actuarial studies include numerous underlying estimates and assumptions, including assumptions as to future claim losses, the severity and frequency of such projected losses, loss development factors and others. The Company’s provisions for losses under its self-insured components are subject to subsequent adjustment should future actuarial projected results for such periods indicate projected losses greater or less than previously projected. The Company’s estimated loss reserves under such programs are discounted at approximately 3.3% and 3.2% at December 31, 2010 and June 30, 2011, respectively, which was the current ten year U.S. Treasury rate at each of those dates, which reflects the risk free interest rate over the expected period of claims payments.

The Company’s most recent actuarial valuation was completed in April 2011. As a result of such actuarial valuation, the Company determined that no change was necessary in its reserves for professional liability losses related to prior year loss estimates. During the first quarter of 2010, the Company realized a $7.2 million reduction in its reserves for professional liability losses associated with prior year loss estimates. Factors contributing to the change in prior year loss estimates included favorable loss development on historical periods between actuarial studies as well as favorable trends in the frequency and severity of claims reported compared to historical trends.

 

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Note 13. Share-based Compensation

2009 Stock Incentive Plan

Purpose. The purpose of the Team Health Holdings, Inc. 2009 Stock Incentive Plan (“2009 Stock Plan”) is to aid in recruiting and retaining key employees, directors, consultants, and other service providers of outstanding ability and to motivate those employees, directors, consultants, and other service providers to exert their best efforts on the behalf the Company and its affiliates by providing incentives through the granting of options, stock appreciation rights and other stock-based awards.

Shares Subject to the Plan. The 2009 Stock Plan provides that the total number of shares of common stock that may be issued under the 2009 Stock Plan is 15,100,000, and the maximum number of shares for which incentive stock options may be granted is 10,000,000. Shares of the Company’s common stock covered by awards that terminate or lapse without the payment of consideration may be granted again under the 2009 Stock Plan.

The following table summarizes the status of options under the 2009 Stock Plan as of June 30, 2011:

 

		Shares (in thousands)				Weighted Average Exercise Price				Aggregate Intrinsic Value (in thousands)				Weighted Average Remaining Life in Years
Outstanding at beginning of year			6,947			$	13.80
Granted			1,450				21.60
Exercised			(725	)			13.67
Expired or forfeited			(70	)			13.26
Outstanding at end of period			7,602			$	15.30			$	54,778				8.8
Exercisable at end of period			4,740			$	13.87			$	40,953				8.5

Intrinsic value is the amount by which the stock price as of June 30, 2011 exceeds the exercise price of the options. As of June 30, 2011, the Company had approximately $17.5 million of unrecognized compensation expense, net of estimated forfeitures related to unvested options which will be recognized over the remaining requisite service period. Fair value of the options granted in 2011 was based on the grant date fair value as calculated by the Black-Sholes option pricing formula with the following weighted average assumptions: risk-free interest rate of 2.1%, implied volatility of 36.3% and an expected life of the options of 6.25 years. Forfeitures of employee equity-based awards have been historically immaterial to the Company.

The Company has outstanding 18,750 shares of restricted stock which were granted to certain board members during 2010. The issued shares vest annually over a three-year period from the initial grant date. The Company recorded restricted stock expense of $41,000 relating to these shares during the six months ended June 30, 2011 and has $0.2 million of expense remaining to be recognized over the requisite service period for these awards.

The Company has outstanding 14,559 shares of restricted stock which were granted to certain board members during 2011. The issued shares vest annually over a three-year period from the initial grant date. The Company recorded restricted stock expense of $11,000 relating to these shares during the six months ended June 30, 2011 and has $0.3 million of expense remaining to be recognized over the requisite service period for these awards.

 

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A summary of changes in unvested shares of restricted stock for the six months ended June 30, 2011 is as follows:

 

		Shares (in thousands)
Outstanding at beginning of year			115
Granted			14
Vested			(25	)
Forfeited and expired			—
Outstanding at June 30, 2011			104

Stock Purchase Plans

In May 2010, the Company’s Board of Directors adopted the 2010 Employee Stock Purchase Plan (“ESPP”) and the 2010 Nonqualified Stock Purchase Plan (“NQSPP”).

The ESPP provides for the issuance of up to 600,000 shares to our employees. All eligible employees are granted identical rights to purchase common stock in each Board authorized offering under the ESPP. Rights granted pursuant to any offering under the ESPP terminate immediately upon cessation of an employee’s employment for any reason. In general, an employee may reduce his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Employees receive a 5% discount on shares purchased under the ESPP. Rights granted under the plan are not transferable and may be exercised only by the person to whom such rights are granted. Offerings will occur every six months in October and April. As of June 30, 2011, contributions under the ESPP totaled $0.3 million. In April 2011, approximately 26,000 shares of the Company’s common stock were issued to plan participants.

The NQSPP provides for the issuance of up to 800,000 shares to our independent contractors. All eligible contractors are granted identical rights to purchase common stock in each Board authorized offering under the NQSPP. Rights granted pursuant to any offering under the NQSPP terminate immediately upon cessation of a contractor’s relationship with the Company for any reason. In general, a contractor may reduce his or her contribution or withdraw from participation in an offering at any time during the purchase period for such offering. Contractors receive a 5% discount on shares purchased under the NQSPP. Rights granted under the NQSPP are not transferable and may be exercised only by the person to whom such rights are granted. Offerings will occur every six months in October and April. As of June 30, 2011, contributions under the NQSPP totaled $0.2 million. In April 2011, approximately 26,000 shares of the Company’s common stock were issued to plan participants.

Note 14. Contingencies

Litigation

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the period in which a ruling occurs. The estimate of the potential impact of such legal proceedings on our financial position or results of operations could change in the future.

Healthcare Regulatory Matters

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action. From time to time, governmental regulatory agencies will conduct inquiries and audits of the Company’s practices. It is the Company’s current practice and future intent to cooperate fully with such inquiries.

 

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In addition to laws and regulations governing the Medicare and Medicaid programs, there are a number of federal and state laws and regulations governing such matters as the corporate practice of medicine and fee splitting arrangements, anti-kickback statutes, physician self-referral laws, false or fraudulent claims filing and patient privacy requirements. The failure to comply with any of such laws or regulations could have an adverse impact on our operations and financial results. It is management’s belief that the Company is in substantial compliance in all material respects with such laws and regulations.

Healthcare Reform

The President of the United States and members of the U.S. Congress have enacted significant reforms to the U.S. health care system. On March 23, 2010, the President signed into law The Patient Protection and Affordable Care Act, and on March 30, 2010, the President signed into law The Health Care and Education Reconciliation Act of 2010 (referred to collectively as the “Health Reform Laws”). The Health Reform Laws include a number of provisions that may affect the Company, although the impact of many of the changes will be unknown until they are implemented, which in some cases will not occur for several years. The impact of some of these provisions may be positive, such as increasing access to health benefits for the uninsured and underinsured populations, while other provisions, such as Medicare payment reforms and reductions that could reduce provider payments, may have an adverse effect on the reimbursement rates the Company receives for services provided by affiliated healthcare professionals.

Acquisition Payments

As of June 30, 2011, the Company may have to pay up to $25.3 million in future contingent payments as additional consideration for acquisitions made prior to June 30, 2011. These payments will be made and recorded as additional purchase price or will reduce existing liabilities should the acquired operations achieve the financial targets or certain contract terms as agreed to in the respective acquisition agreements. During the six months ended June 30, 2011, $7.2 million of contingent consideration was paid. No payments were made in the corresponding period of 2010.

Note 15. Comprehensive Earnings

The components of comprehensive earnings, net of related taxes, are as follows (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Net earnings		$	18,620			$	18,208			$	29,518			$	39,844
Net change in fair market value of investments			592				783				505				580
Net change in fair market value of interest rate swap			820				—				1,091				562
Comprehensive earnings		$	20,032			$	18,991			$	31,114			$	40,986

Note 16. Segment Reporting

The Company provides services through four operating segments which are aggregated into two reportable segments, Healthcare Services and Billing Services. The Healthcare Services segment, which is an aggregation of healthcare staffing, clinics and occupational health, provides comprehensive healthcare service programs to users and providers of healthcare services on a fee-for-service as well as a cost plus basis. The Billing Services segment provides a range of external billing, collection and consulting services on a fee basis to outside third-party customers.

Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net revenue, where intercompany charges have been eliminated. Certain expenses are not allocated to the

 

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segments. These unallocated expenses are corporate expenses, net interest expense, depreciation and amortization, transaction costs and income taxes. The Company evaluates segment performance based on profit and loss before the aforementioned expenses.

The following table presents financial information for each reportable segment. Depreciation, amortization, management fee and other expenses separately identified in the consolidated statements of operations are included as a reduction to the operating earnings of each segment in each period below (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Net Revenues less Provision for Uncollectibles:
Healthcare Services		$	372,388			$	424,137			$	733,962			$	833,589
Billing Services			3,138				3,100				6,030				6,142
		$	375,526			$	427,237			$	739,992			$	839,731
Operating Earnings:
Healthcare Services		$	48,327			$	52,415			$	98,201			$	106,174
Billing Services			898				955				1,526				1,508
General Corporate			(13,640	)			(20,878	)			(40,520	)			(35,727	)
		$	35,585			$	32,492			$	59,207			$	71,955
Reconciliation of Operating Earnings to Net Earnings:
Operating earnings		$	35,585			$	32,492			$	59,207			$	71,955
Interest expense, net			4,922				2,513				10,685				5,790
Provision for income taxes			12,043				11,771				19,004				26,321
Net earnings		$	18,620			$	18,208			$	29,518			$	39,844

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

We believe we are one of the largest suppliers of outsourced healthcare professional staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. Our regional operating models also include comprehensive programs for inpatient care, anesthesiology, pediatrics and other healthcare services, principally within hospital departments and other healthcare treatment facilities. We have historically focused, however, primarily on providing outsourced services to hospital emergency departments, or EDs, which accounts for the majority of our net revenues.

Factors and Trends that Affect Our Results of Operations

In reading our financial statements, you should be aware of the following factors and trends we believe are important in understanding our financial performance.

General Economic Conditions

The continuation of the current economic conditions may adversely impact our ability to collect for the services we provide as higher unemployment and reductions in commercial managed care and governmental healthcare enrollment may increase the number of uninsured and underinsured patients seeking healthcare at one of our staffed EDs. We could be negatively affected if the federal government or the states reduce funding of Medicare, Medicaid or other federal and state healthcare programs in response to increasing deficits in their budgets. Also, patient volume trends in our hospital EDs could be adversely affected as individuals potentially defer or forego seeking care in such departments due to the loss or reduction of coverage previously available to such individuals under commercial insurance or governmental healthcare programs.

Healthcare Reform

The President of the United States and members of the U.S. Congress have enacted significant reforms to the U.S. healthcare system. On March 23, 2010, the President signed into law The Patient Protection and Affordable Care Act, and on March 30, 2010, the President signed into law The Health Care and Education Reconciliation Act of 2010 (referred to collectively as the “Health Reform Laws”). The Health Reform Laws include a number of provisions that may affect us, although the impact of many of the changes will be unknown until they are implemented, which in some cases will not occur for several years. The impact of some of these provisions may be positive, such as increasing access to health benefits for the uninsured and underinsured populations, while other provisions such as Medicare payment reforms and reductions that could reduce provider payments may have an adverse effect on the reimbursement rates we receive for services provided by affiliated healthcare professionals.

Medicare Fee Schedule Changes

The Medicare program reimburses for our services based upon the rates in its Physician Fee Schedule, and each year the Medicare program updates the Physician Fee Schedule reimbursement rates based on a formula approved by Congress in the Balanced Budget Act of 1997. Many private payers use the Medicare fee schedule to determine their own reimbursement rates.

The Medicare law requires the Centers for Medicare and Medicaid Services (CMS) to adjust the Medicare Physician Fee Schedule (MPFS) payment rates annually based on an update formula which includes application of the Sustainable Growth Rate (SGR) that was adopted in the Balanced Budget Act of 1997. This formula has yielded negative updates every year beginning in 2002, although CMS was able to take administrative steps to avoid a reduction in 2003 and Congress took a series of legislative actions to prevent reductions each year from 2004 to 2011. However, absent regulatory changes or further Congressional action with respect to the application of the SGR, Medicare physician services will be subject to significant reductions beginning in January, 2012.

 

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In December 2010, President Obama signed into law a one-year delay of the SGR reductions that were scheduled to reduce Medicare reimbursement by 25% effective January 1, 2011. Also included in the law is a one-year extension of the geographic practice cost indices (GPCI) floor that has allowed locations with lower cost indices to remain at the base of 1.000. Recent CMS regulations released in November 2010 to update the 2011 Medicare physician fee schedule included a rebasing of the Medical Economic Index (MEI) that redistributes payments between different specialties. We estimate that these changes to the fee schedule will reduce 2011 reimbursement rates to ED providers by approximately 2.5% with the impact on our ED revenue estimated to be an approximate $4.4 million decline.

Also included in the CMS regulations is a 1% reduction in the 2011 Physician Quality Reporting Initiative (PQRI) bonus payments. The impact on our revenue is estimated to be a $1.6 million decline as compared to 2010 revenue.

In June 2011, CMS released the proposed rule to update the 2012 MPFS. Included in the proposed rule are changes in reimbursement that are overall budget neutral, but redistribute payments between different medical specialties. The proposed 2012 MPFS rule is not final and is subject to comment and revision, however, if implemented, we estimate that the proposed rule would reduce 2012 reimbursement rates to emergency medicine providers by 1% to 2%. This proposed reimbursement reduction would be in addition to any reduction associated with SGR changes in 2012.

Any future reductions in amounts paid by government programs for physician services or changes in methods or regulations governing payment amounts or practices could cause our revenues to decline and we may not be able to offset reduced operating margins through cost reductions, increased volume or otherwise.

Military Healthcare Staffing

We are a provider of healthcare professionals serving military personnel and their dependents in military treatment facilities nationwide administered by the U.S. Department of Defense. Our revenues derived from military healthcare staffing totaled $50.8 million and $40.9 million for the six months ended June 30, 2010 and 2011, respectively. These revenues are generated from contracts that are subject to a competitive bidding process which primarily takes place during the third quarter of each year. A portion of the contracts awarded during the third quarter of 2010 will expire during the course of 2011 and will be subject to a competitive re-bidding and award process. In the event we are unable to retain these expiring contracts, the operations and financial position of our military staffing business could be further negatively impacted.

In addition, the process of awarding military healthcare staffing contracts by the government has shifted in recent years toward an increased bias to award certain contracts to qualified small and minority owned businesses. Although we participate in such small and minority owned business awards to the extent we can serve as a sub-contractor, our revenues from these arrangements are limited compared to an outright contract award, which has been a large contributing factor in the financial performance decline of the military staffing division. Approximately 30.6% and 39.2% of our military staffing revenue for each of the six months ended June 30, 2010 and 2011, respectively, was derived through subcontracting agreements with small business prime contractors.

After reevaluation of proposals by the government, in June 2011, we were re-awarded the contract worth approximately $43.0 million in annualized revenue that had been under a stop work order previously disclosed. Based on another protest by the losing bidder subsequent to the contract re-award, the government is reviewing the merits of their most recent protest. We believe we have provided a competitive bid to the government and are prepared to begin service upon resolution of this contract award in our favor.

 

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Radiology Operations

During the fourth quarter of 2010, after an analysis of our teleradiology and radiology staffing operations, including past performance and future growth opportunities, we made a decision to exit this non-core business line. This process was essentially completed during the first quarter of 2011 with the sale of the teleradiology practice.

Critical Accounting Policies and Estimates

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements.

There have been no changes to these critical accounting policies or their application during the six months ended June 30, 2011.

Revenue Recognition

Net Revenue. Net revenue consists of fee-for-service revenue, contract revenue and other revenue. Net revenue is recorded in the period in which services are rendered. Our net revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing arrangements and how net revenue is recognized for each.

A significant portion (84% of our net revenue in the six months ended June 30, 2011 and 83% for the year ended December 31, 2010) resulted from fee-for-service patient visits. Fee-for-service revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services rendered by our contracted and employed physicians. Under the fee-for-service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to one of our billing centers for medical coding and entering into our billing systems and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Net revenue is recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the net revenue associated with medical charts for a given service period that have not been processed yet into our billing systems. The above factors and estimates are subject to change. For example, patient payer information may change following an initial attempt to bill for services due to a change in payer status. Such changes in payer status have an impact on recorded net revenue due to different payers being subject to different contractual allowance amounts. Such changes in net revenue are recognized in the period that such changes in payer become known. Similarly, the actual volume of medical charts not processed into our billing systems may be different from the amounts estimated. Such differences in net revenue are adjusted in the following month based on actual chart volumes processed.

Contract revenue represents revenue generated under contracts in which we provide physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by our staff and contractors. Additionally, contract revenue also

 

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includes supplemental revenue from hospitals where we may have a fee-for-service contract arrangement. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement.

Other revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. Generally, such contracts consist of fixed monthly amounts with revenue recognized in the month services are rendered or as hourly consulting fees recognized as revenue as hours are worked in accordance with such arrangements. Additionally, we derive a portion of our revenues from providing billing services that are contingent upon the collection of third-party physician billings by us on behalf of such customers. Revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Net Revenue Less Provision for Uncollectibles. Net revenue less provision for uncollectibles reflects management’s estimate of billed amounts to ultimately be collected. Management, in estimating the amounts to be collected resulting from approximately eight million annual fee-for-service patient visits and procedures, considers such factors as prior contract collection experience, current period changes in payer mix and patient acuity indicators, reimbursement rate trends in governmental and private sector insurance programs, resolution of overprovision account balances, the estimated impact of billing system effectiveness improvement initiatives, and trends in collections from self-pay patients and external collection agencies. In developing our estimate of collections per visit or procedure, we consider the amount of outstanding gross accounts receivable by period of service, but do not use an accounts receivable aging schedule to establish estimated collection valuations. Individual estimates of net revenue less provision by contractual location are monitored and refreshed each month as cash receipts are applied to existing accounts receivable and other current trends that have an impact upon the estimated collections per visit are observed. Such estimates are substantially formulaic in nature. In the ordinary course of business we experience changes in our initial estimates of net revenues less provision for uncollectibles during the year following commencement of services. Such provisions and any subsequent changes in estimates may result in adjustments to our operating results with a corresponding adjustment to our accounts receivable allowance for uncollectibles on our balance sheet.

Net revenue less provision for uncollectibles for the three and six months ended June 30, 2010 and 2011, respectively, consisted of the following (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Gross fee-for-service charges		$	1,268,169			$	1,524,698			$	2,446,929			$	2,985,300
Unbilled revenue			2,124				907				4,276				5,464
Less: Contractual adjustments			(724,696	)			(878,693	)			(1,387,356	)			(1,740,119	)
Fee-for-service revenue			545,597				646,912				1,063,849				1,250,645
Contract revenue			103,528				109,880				210,467				218,357
Other revenue			6,846				7,191				13,621				14,114
Net revenue			655,971				763,983				1,287,937				1,483,116
Provision for uncollectibles			(280,445	)			(336,746	)			(547,945	)			(643,385	)
Net revenue less provision for uncollectibles		$	375,526			$	427,237			$	739,992			$	839,731

 

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Contractual adjustments represent the Company’s estimate of discounts and other adjustments to be recognized from gross fee-for-service charges under contractual payment arrangements, primarily with commercial, managed care, and governmental payment plans such as Medicare and Medicaid when the Company’s providers participate in such plans. The increase in contractual adjustments noted above is due to the overall increase in gross fee-for-service charges resulting from annual increases in the gross billing fee schedules and increases in patient visits and procedures between periods. Contractual adjustments increased at a faster pace than the increase in gross fee-for-service charges as the annual reimbursement increases under contracts with managed care plans and government payers that are subject to contractual adjustments tend to be less than the overall annual increase in the Company’s gross billing fee schedules.

The table below summarizes our approximate payer mix as a percentage of fee-for-service volume for the periods indicated:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Payer:
Medicare			22.4	%			23.0	%			22.6	%			22.9	%
Medicaid			26.6				27.2				26.4				27.3
Commercial and managed care			27.8				26.6				27.9				26.8
Self pay			21.2				21.3				21.0				21.1
Other			2.0				1.9				2.1				1.9
Total			100.0	%			100.0	%			100.0	%			100.0	%

Accounts Receivable. As described above and below, we determine the estimated value of our accounts receivable based on estimated cash collection run rates of estimated future collections by contract for patient visits under our fee-for-service revenue. Accordingly, we are unable to report the payer mix composition on a dollar basis of our outstanding net accounts receivable. However, a 1% change in the estimated carrying value of our net fee-for-service patient accounts receivable before consideration of the allowance for uncollectible accounts at June 30, 2011 could have an after tax effect of approximately $2.7 million on our financial position and results of operations. Our days revenue outstanding at December 31, 2010 and June 30, 2011 were 56.9 days and 59.3 days, respectively. The number of days outstanding will fluctuate over time due to a number of factors. The increase in average days outstanding of approximately 2.4 days includes an increase of 6.4 days related to the increase in estimated value of fee-for-service accounts receivable and an increase of 0.9 days associated with an increase in estimated value of contract accounts receivable. The increase was partially offset by a decrease of 4.9 days resulting from an increase in average revenue per day. The increase in average revenue per day is primarily attributed to an increase in gross charges and patient volumes, increased pricing with managed care plans and increases in average patient acuity levels. The increase of 6.4 days related to fee-for-service accounts receivable and the increase of 0.9 days associated with the increase of contract accounts receivable are primarily due to timing of cash collections and valuation adjustments recorded in the period. Our allowance for doubtful accounts totaled $246.5 million as of June 30, 2011.

Approximately 99% of our allowance for doubtful accounts is related to gross fees for fee-for-service patient visits. Our principal exposure for uncollectible fee-for-service visits is centered in self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. While we do not specifically allocate the allowance for doubtful accounts to individual accounts or specific payer classifications, the portion of the allowance associated with fee-for-service charges as of June 30, 2011 was equal to approximately 92% of outstanding self-pay fee-for-service patient accounts.

The majority of our fee-for-service patient visits are for the provision of emergency care in hospital settings. Due to federal government regulations governing the provision of such care, we are obligated to provide emergency care regardless of the patient’s ability to pay or whether or not the patient has insurance or other

 

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third-party coverage for the cost of the services rendered. While we attempt to obtain all relevant billing information at the time emergency care services are rendered, there are numerous patient encounters where such information is not available at time of discharge. In such cases where detailed billing information relative to insurance or other third-party coverage is not available at discharge, we attempt to obtain such information from the patient or client hospital billing record information subsequent to discharge to facilitate the collections process. Collections at the time of rendering such services (emergency room discharge) are not significant. Primary responsibility for collection of fee-for-service accounts receivable resides within our internal billing operations. Once a claim has been submitted to a payer or an individual patient, employees within our billing operations have responsibility for the follow up collection efforts. The protocol for follow up differs by payer classification. For self-pay patients, our billing system will automatically send a series of dunning letters on a prescribed time frame requesting payment or the provision of information reflecting that the balance due is covered by another payer, such as Medicare or a third-party insurance plan. Generally, the dunning cycle on a self pay account will run from 90 to 120 days. At the end of this period, if no collections or additional information is obtained from the patient, the account is no longer considered an active account and is transferred to a collection agency. Upon transfer to a collection agency, the patient account is written-off as a bad debt. Any subsequent cash receipts on accounts previously written off are recorded as a recovery. For non-self pay accounts, billing personnel will follow up and respond to any communication from payers such as requests for additional information or denials until collection of the account is obtained or other resolution has occurred. At the completion of our active collection cycle, we transfer selected patient accounts to external and internal collection agencies under a contingent collection basis. The projected value of future contingent collection proceeds are considered in the estimation of our overall accounts receivable valuation. For contract accounts receivable, invoices for services are prepared in the various operating areas of the Company and mailed to our customers, generally on a monthly basis. Contract terms under such arrangements generally require payment within thirty days of receipt of the invoice. Outstanding invoices are periodically reviewed and operations personnel with responsibility for the customer relationship will contact the customer to follow up on any delinquent invoices. Contract accounts receivable will be considered as bad debt and written-off based upon the individual circumstances of the customer situation after all collection efforts have been exhausted, including legal action if warranted, and it is the judgment of management that the account is not expected to be collected.

Methodology for Computing Allowance for Doubtful Accounts. We employ several methodologies for determining our allowance for doubtful accounts depending on the nature of the net revenue recognized. We initially determine gross revenue for our fee-for-service patient visits based upon established fee schedule prices. Such gross revenue is reduced for estimated contractual allowances for those patient visits covered by contractual insurance arrangements to result in net revenue. Net revenue is then reduced for our estimate of uncollectible amounts. Fee-for-service net revenue less provision for uncollectibles represents our estimated cash to be collected from such patient visits and is net of our estimate of account balances estimated to be uncollectible. The provision for uncollectible fee-for-service patient visits is based on historical experience resulting from approximately eight million annual fee-for-service patient visits. The significant volume of patient visits and the terms of thousands of commercial and managed care contracts and the various reimbursement policies relating to governmental healthcare programs do not make it feasible to evaluate fee-for-service accounts receivable on a specific account basis. Fee-for-service accounts receivable collection estimates are reviewed on a quarterly basis for each of our fee-for-service contracts by period of accounts receivable origination. Such reviews include the use of historical cash collection percentages by contract adjusted for the lapse of time since the date of the patient visit. In addition, when actual collection percentages differ from expected results, on a contract by contract basis, supplemental detailed reviews of the outstanding accounts receivable balances may be performed by our billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Contract-related net revenue is billed based on the terms of the contract at amounts expected to be collected. Such billings are typically submitted on a monthly basis and aged trial balances prepared. Allowances for estimated uncollectible amounts related to such contract billings are made based upon specific accounts and invoice periodic reviews once it is concluded that such amounts are not likely to be collected. The methodologies employed to compute allowances for doubtful accounts were unchanged between 2010 and 2011.

 

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Insurance Reserves.

The nature of our business is such that it is subject to professional liability claims and lawsuits. Historically, to mitigate a portion of this risk, we have maintained insurance for individual professional liability claims with per incident and annual aggregate limits per physician for all incidents. Prior to March 12, 2003, we obtained such insurance coverage from commercial insurance providers. Subsequent to March 11, 2003, we have provided for a significant portion of our professional liability loss exposures through the use of a captive insurance company and through greater utilization of self-insurance reserves. Since March 12, 2003, the most significant cost element within our professional liability program has consisted of the actuarial estimates of losses by occurrence period. In addition to the estimated actuarial losses, other costs that are considered by management in the estimation of professional liability costs include program costs such as brokerage fees, claims management expenses, program premiums and taxes, and other administrative costs of operating the program, such as the costs to operate the captive insurance subsidiary. Net costs in any period reflect our estimate of net losses to be incurred in that period as well as any changes to our estimates of the reserves established for net losses of prior periods.

Our commercial insurance policy for professional liability losses for the period March 12, 1999 through March 11, 2003 included insured limits applicable to such coverage in the period. Effective April 2006, we executed an agreement with the commercial insurance provider that issued the policy that ended March 11, 2003 to increase the existing $130.0 million aggregate limit of coverage. Under the terms of the agreement, we will make periodic premium payments to the commercial insurance company and the total aggregate limit of coverage under the policy will be increased by a portion of the premiums paid. We have committed to fund premiums such that the total aggregate limit of coverage under the program remains greater than the paid losses at any point in time. During fiscal year 2010, we funded a total of $2.0 million under this agreement. For the six months ended June 30, 2011, we funded a total of $0.7 million and have agreed to fund additional payments which will be based upon the level of incurred losses relative to the aggregate limit of coverage at that time.

As of June 30, 2011, the current aggregate limit of coverage under this policy is $158.8 million and the estimated loss reserve for claim losses and expenses in excess of the current aggregate limit recorded by the Company was $5.3 million.

The accounts of the captive insurance company are fully consolidated with those of our other operations in the accompanying financial statements.

The estimation of medical professional liability losses is inherently complex. Medical professional liability claims are typically resolved over an extended period of time, often as long as ten years or more. The combination of changing conditions and the extended time required for claim resolution results in a loss estimation process that requires actuarial skill and the application of judgment, and such estimates require periodic revision. A report of actuarial loss estimates is prepared at least semi-annually. Management’s estimate of our professional liability costs resulting from such actuarial studies is significantly influenced by assumptions and assessments regarding expectations of several factors. These factors include, but are not limited to: historical paid and incurred loss development trends; hours of exposure as measured by hours of physician and related professional staff services; trends in the frequency and severity of claims, which can differ significantly by jurisdiction due to the legislative and judicial climate in such jurisdictions; coverage limits of third-party insurance; the effectiveness of our claims management process; and the outcome of litigation. As a result of the variety of factors that must be considered by management, there is a risk that actual incurred losses may develop differently from estimates.

The underlying information that serves as the foundational basis for making our actuarial estimates of professional liability losses is our internal database of incurred professional liability losses. The Company has captured extensive professional liability loss data going back, in some cases, over twenty years, that is maintained and updated on an ongoing basis by our internal claims management personnel. Our database

 

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contains comprehensive incurred loss information for our existing operations as far back as fiscal 1997 (reflecting the initial timeframe in which we migrated to a consolidated professional liability program concurrent with the consummation of several significant acquisitions), and we also possess additional loss data that predates 1997 dates of occurrence for certain of our operations. Loss information reflects both paid and reserved losses incurred when we were covered by outside commercial insurance programs as well as paid and reserved losses incurred under our self insurance program. Because of the comprehensive nature of the loss data and our comfort with the completeness and reliability of the loss data, this is the information that is used in the development of our actuarial loss estimates. We believe this database is one of the largest repositories of physician professional liability loss information available in our industry and provides us and our actuarial consultants with sufficient data to develop reasonable estimates of the ultimate losses under our self insurance program. In addition to the estimated losses, as part of the actuarial process, we obtain revised payment pattern assumptions that are based upon our historical loss and related claims payment experience. Such payment patterns reflect estimated cash outflows for aggregate incurred losses by period based upon the occurrence date of the loss as well as the report date of the loss. Although variances have been observed in the actuarial estimate of ultimate losses by occurrence period between actuarial studies, the estimated payment patterns have shown much more limited variability. We use these payment patterns to develop our estimate of the discounted reserve amounts. The relative consistency of the payment pattern estimates provides us with a foundation in which to develop a reasonable estimate of the discount value of the professional liability reserves based upon the most current estimate of ultimate losses to be paid and the reasonable likelihood of the related cash flows over the payment period. As of December 31, 2010 and June 30, 2011, our estimated loss reserves were discounted at approximately 3.3% and 3.2%, respectively, which was the current ten year U.S. Treasury rate at each of those dates, and which reflects the risk free interest rate over the expected period of claims payments.

In establishing our initial reserves for a given loss period, management considers the results of the actuarial loss estimates for such periods as well as assumptions regarding loss retention levels and other program costs to be incurred. On a semi-annual basis, we will review our professional liability reserves considering not only the reserves and loss estimates associated with the current period but also the reserves established in prior periods based upon revised actuarial loss estimates. The actuarial estimation process employed utilizes a frequency severity simulation model to estimate the ultimate cost of claims for each loss period. The results of the simulation model are then validated by a comparison to the results from several different actuarial methods (paid loss development, incurred loss development, incurred Bornhuetter-Ferguson method, paid Bornhuetter-Ferguson method) for reasonableness. Each method contains assumptions regarding the underlying claims process. Actuarial loss estimates at various confidence levels capture the variability in the loss estimates for process risk but assume that the underlying model and assumptions are correct. Adjustments to professional liability loss reserves will be made as needed to reflect revised assumptions and emerging trends and data. Any adjustments to reserves are reflected in the current operations. Due to the size of our reserve for professional liability losses, even a small percentage adjustment to these estimates can have a material effect on the results of operations for the period in which the adjustment is made. Given the number of factors considered in establishing the reserves for professional liability losses, it is neither practical nor meaningful to isolate a particular assumption or parameter of the process and calculate the impact of changing that single item. The actuarial reports provide a variety of loss estimates based upon statistical confidence levels reflecting the inherent uncertainty of the medical professional liability claims environment in which we operate. Initial year loss estimates are generally recorded using the actuarial expected loss estimate, but aggregate professional liability loss reserves may be carried at amounts in excess of the expected loss estimates provided by the actuarial reports due to the relatively short time period in which the Company has provided for its losses on a self insured basis and the expectation that we believe additional adjustments to prior year estimates may occur as our reporting history and loss portfolio matures. In addition, the Company is subject to the risk of claims in excess of insured limits as well as unlimited aggregate risk of loss in certain loss periods. As the Company’s self insurance program continues to mature and additional stability is noted in the loss development trends in the initial years of the program, we expect to continue to review and evaluate the carried level of reserves and make adjustments as needed.

 

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Based on the results of the actuarial study completed in April 2011, management determined no additional change was necessary in our consolidated reserves for professional liability losses as of June 30, 2011 related to prior year loss estimates.

The following reflects the current reserves for professional liability costs as of June 30, 2011 (in millions) as well as the sensitivity of the reserve estimates at a 75% and 90% confidence level:

 

As reported		$	154.5
At 75% confidence level		$	162.6
At 90% confidence level		$	176.9

It is not possible to quantify the amount of the change in our estimate of prior year losses by individual fiscal period due to the nature of the professional liability loss estimates that are provided to us on an occurrence period basis and the nature of the coverage that is obtained in the commercial insurance market which is generally underwritten on a claims made or report period basis. Even though we are self insured for a significant portion of our risk, due to customer contracting requirements and state insurance regulations, we still, at times, must place coverage on a claims made or report period basis with commercial insurance carriers. When evaluating the appropriate carrying level of our self insured professional liability reserves, management considers the current estimates of occurrence period loss estimates as well as how such loss estimates and related future claims will interact with previous or current commercial insurance programs when projecting future cash flows. However, the complexity that is associated with multiple occurrence periods interacting with multiple report periods that contain risks and related reserves retained by us, as well as transferred to commercial insurance carriers, makes it impossible to allocate the change in prior year loss estimates to individual occurrence periods. Instead, we evaluate the future expected cash flows for all historical loss periods in the aggregate and compare such estimates to the current carrying value of our professional liability reserves. This process provides the basis for us to conclude that our reserves for professional liability losses are reasonable and properly stated. Management considers the results of actuarial studies when estimating the appropriate level of professional liability reserves and no adjustments to prior year loss estimates were made in periods where updated actuarial loss estimates were not available. The April 2011 actuarial report did not reflect a significant change, at various confidence levels, in the estimated ultimate undiscounted losses by occurrence period for the self-insured loss period from March 12, 2003 through December 31, 2010 or our exposure in excess of the aggregate limit of coverage in place on the commercial insurance program that ended March 12, 2003.

Due to the complexity of the actuarial estimation process, there are many factors, trends and assumptions that must be considered in the development of the actuarial loss estimates, and we are not able to quantify and disclose which specific elements are primarily contributing to the overall favorable development in the revised loss estimates of historical occurrence periods. However, we believe that our internal investments in enhanced risk management and claims management resources and initiatives, such as the employment of additional claims and litigation management personnel and practices, and an expansion of programs such as root cause loss analysis, early claim evaluation, and litigation support for insured providers, as well as the improved legal environment resulting from professional liability tort reform efforts in certain key jurisdictions such as Florida and Texas, have contributed to the favorable trend in loss development estimates noted during the prior year occurrence periods.

Impairment of Intangible Assets

In assessing the recoverability of the Company’s intangibles, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets.

 

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Results of Operations

The following discussion provides an analysis of our results of operations and should be read in conjunction with our unaudited consolidated financial statements. The operating results of the periods presented were not significantly affected by general inflation in the U.S. economy. Net revenue less the provision for uncollectibles is an estimate of future cash collections and as such it is a key measurement by which management evaluates performance of individual contracts as well as the Company as a whole. The following table sets forth the components of net earnings as a percentage of net revenue less provision for uncollectibles for the periods indicated:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
Net revenue less provision for uncollectibles			100.0	%			100.0	%			100.0	%			100.0	%
Professional service expenses			75.5				76.6				76.5				76.3
Professional liability costs			3.5				3.5				2.6				3.6
General and administrative expenses			8.8				9.0				8.6				9.1
Other expenses (income)			0.2				—				0.1				(0.1	)
Depreciation and amortization			1.7				1.7				1.7				1.7
Interest expense, net			1.3				0.6				1.4				0.7
Transaction costs			0.1				0.2				0.1				0.1
Impairment of intangibles			0.7				—				0.3				—
Loss on extinguishment and refinancing of debt			—				1.4				2.0				0.7
Earnings before income taxes			8.2				7.0				6.6				7.9
Provision for income taxes			3.2				2.8				2.6				3.1
Net earnings			5.0	%			4.3	%			4.0	%			4.7	%

Three Months Ended June 30, 2011 Compared to the Three Months Ended June 30, 2010

Net Revenue. Net revenue in the three months ended June 30, 2011 increased $108.0 million, or 16.5%, to $764.0 million from $656.0 million in the three months ended June 30, 2010. The increase in net revenue resulted primarily from increases in fee-for-service revenue of $101.3 million, contract revenue of $6.4 million and other revenue of $0.3 million. In the three months ended June 30, 2011, fee-for-service revenue was 84.7% of net revenue compared to 83.2% in the same period of 2010, contract revenue was 14.4% of net revenue in 2011 compared to 15.8% in 2010 and other revenue was 0.9% in 2011 compared to 1.0% in 2010. The increase in fee-for-service revenue was primarily a result of a 10.8% increase in total fee-for-service visits and procedures and, to a lesser extent, an increase in estimated collections per visit and procedure. Estimated collections per visit increased due to annual increases in gross charges, managed care pricing improvements, increases in average patient acuity levels, and ongoing improvements in revenue cycle processes. The increase in contract revenue was due primarily to the impact of new and acquired contracts.

Provision for Uncollectibles. The provision for uncollectibles increased $56.3 million, or 20.1%, to $336.7 million in the three months ended June 30, 2011 from $280.4 million in the corresponding period in 2010. The provision for uncollectibles as a percentage of net revenue was 44.1% in the three months ended June 30, 2011 compared with 42.8% in the corresponding period of 2010. The provision for uncollectibles is primarily related to revenue generated under fee-for-service contracts that is not expected to be fully collected. The period over period increase in the provision for uncollectibles is due primarily to annual increases in gross fee schedules and increases in patient volumes and procedures. Changes in payer mix, particularly the level of self pay fee-for-service visits, also have an impact on the provision for uncollectibles. For the three months ended June 30, 2011, self pay fee-for-service visits were approximately 21.3% of the total fee-for-service visits compared to approximately 21.2% in the same period of 2010.

 

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Net Revenue Less Provision for Uncollectibles. Net revenue less provision for uncollectibles in the three months ended June 30, 2011 increased $51.7 million, or 13.8%, to $427.2 million from $375.5 million in the three months ended June 30, 2010. Same contract revenue (excluding the military division) contributed 4.9% of the growth. Same contract revenue associated with the military division reduced growth by 0.5%. Acquisitions contributed 4.3% of the growth in net revenue less provision for uncollectibles between quarters. New contracts, net of terminations, contributed 5.1% of the growth. Overall, the military division reduced quarter-over-quarter revenue growth by 0.4% while all other areas contributed a 14.2% increase in net revenue less provision.

Total same contract revenue less provision for uncollectibles, which consists of contracts under management in both periods, increased $16.5 million, or 4.8%, to $364.2 million in the three months ended June 30, 2011 compared to $347.6 million in the three months ended June 30, 2010. In the second quarter of 2011, same contract revenue less provision for uncollectibles benefited from an increase in fee-for-service volume of 1.8% which resulted in growth of 1.3%. Also contributing to the increase in same contract revenue growth between quarters were increases in estimated collections on fee-for-service visits in the amount of 5.6% which contributed approximately 4.1% of same contract growth between quarters. The increase in the estimated collections per visit is attributable to annual increases in gross charges, managed care pricing improvements, increases in average patient acuity levels and ongoing improvements in revenue cycle processes, partially offset by changes in payer mix between periods. These increases were partially offset by declines in contract revenue and other, primarily associated with our military and locum tenens operations which constrained same contract revenue growth by 0.6%. Acquisitions contributed $16.1 million of growth between quarters and net new contract revenue increased $19.0 million between quarters. Total declines in military revenue, inclusive of changes in same contract revenue, were $1.7 million between quarters. We typically gain new contracts by replacing competitors at hospitals that currently outsource such services, obtaining new contracts from facilities that do not currently outsource and responding to contracting opportunities within the military healthcare system. Factors influencing new contracting opportunities include the depth and breadth of our service offerings, our reputation and experience, our ability to recruit and retain qualified clinicians, and pricing considerations when a subsidy or contract payment is required. Contracts are typically terminated due to economic considerations, a change in hospital administration or ownership, dissatisfaction with our service offerings or, primarily relating to our military staffing arrangements, at the end of the contract term.

The components of net revenue less provision for uncollectibles includes revenue from contracts that have been in effect for prior periods (same contracts) and from net, new and acquired contracts during the periods, as set forth in the table below:

 

		Three Months Ended June 30,
		2010				2011
		(in thousands)
Same contracts:
Fee-for-service revenue		$	248,840			$	267,642
Contract and other revenue			98,800				96,542
Total same contracts			347,640				364,184
New contracts, net of terminations:
Fee-for-service revenue			16,207				30,011
Contract and other revenue			11,679				16,951
Total new contracts, net of terminations			27,886				46,962
Acquired contracts:
Fee-for-service revenue			—				13,353
Contract and other revenue			—				2,738
Total acquired contracts			—				16,091
Consolidated:
Fee-for-service revenue			265,047				311,006
Contract and other revenue			110,479				116,231
Total net revenue less provision for uncollectibles		$	375,526			$	427,237

 

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The following table reflects the visits and procedures included within fee-for-service revenues described in the table above:

 

		Three Months Ended June 30,
		2010				2011
		(in thousands)
Fee-for-service visits and procedures:
Same contract			1,904				1,938
New and acquired contracts, net of terminations			133				319
Total fee-for-service visits and procedures			2,037				2,257

Professional Service Expenses. Professional service expenses, which include physician and provider costs, billing and collection expenses, and other professional expenses, totaled $327.1 million in the three months ended June 30, 2011 compared to $283.6 million in the three months ended June 30, 2010, an increase of $43.5 million, or 15.3%. The higher cost between quarters included an increase of approximately $10.3 million associated with increases in the average rates paid per hour of provider service and number of provider hours staffed on a same contract basis. Increases in average rates paid reflect period over period wage and benefit increases associated with the provision of clinical services. Also contributing to the increase in expense was $11.8 million related to our acquisitions and $21.4 million related to net growth. Professional service expenses as a percentage of net revenue less provision for uncollectibles was 76.6% in the three months ended June 30, 2011 compared to 75.5% in the three months ended June 30, 2010.

Professional Liability Costs. Professional liability costs were $15.1 million in the three months ended June 30, 2011 compared to $13.3 million in the three months ended June 30, 2010. Professional liability costs increased $1.9 million, or 14.0%, between periods. The increase was primarily attributable to an increase in provider hours and an increase in the average cost per hour of coverage. Professional liability costs as a percentage of net revenue less provisions for uncollectibles was 3.5% in the second quarter of 2011 and in the second quarter of 2010.

General and Administrative Expenses. General and administrative expenses increased $5.5 million, or 16.7%, to $38.5 million for the three months ended June 30, 2011 from $32.9 million in the three months ended June 30, 2010. The increase in general and administrative expenses is due primarily to inflationary growth in salaries as well as the impact of recent acquisitions, including development of infrastructure to support growth in these operations, increases in performance-based incentive plan costs and additional investments in marketing and sales development functions. Total general and administrative expenses as a percentage of net revenue less provision for uncollectibles were 9.0% in 2011 compared to 8.8% in 2010.

Other (Income) Expenses, net. In the three months ended June 30, 2011, we recognized other income of $0.1 million primarily related to the change in the fair value of assets related to our non-qualified deferred compensation plan compared to expenses of $0.8 million for the same period in 2010.

Depreciation and Amortization. Depreciation and amortization expense was $7.1 million in the three months ended June 30, 2011 compared to $6.4 million for the three months ended June 30, 2010. The increase of $0.7 million was primarily due to higher amortization expense related to our acquisitions in 2010 and higher depreciation expense related to growth in capital expenditures.

Net Interest Expense. Net interest expense decreased $2.4 million to $2.5 million in the three months ended June 30, 2011, compared to $4.9 million in the corresponding period in 2010, primarily due to reduced levels of outstanding debt as well as a decrease in hedging interest due to the maturity of interest rate swaps in 2011.

Transaction Costs. Transaction costs were $1.0 million for the three months ended June 30, 2011 and $0.4 million for the three months ended June 30, 2010. These costs relate to advisory, legal, accounting and other fees incurred related to acquisition activity during the respective periods.

 

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Impairment of Intangibles. In 2010, we recorded an impairment loss of $2.5 million related to a contract intangible associated with a contractual relationship acquired in prior years whose term was less than initially estimated.

Loss on Refinancing of Debt. In 2011, we recognized a loss of $6.0 million in connection with the refinancing of the term loan facility of $402.7 million. The loss consists of the write-off of previously deferred financing costs as well as certain fees and expenses associated with the refinancing.

Earnings before Income Taxes. Earnings before income taxes in the three months ended June 30, 2011 were $30.0 million compared to $30.7 million in the three months ended June 30, 2010.

Provision for Income Taxes. The provision for income taxes was $11.8 million in the three months ended June 30, 2011 compared to $12.0 million in the three months ended June 30, 2010.

Net Earnings. Net earnings were $18.2 million in the three months ended June 30, 2011 compared to $18.6 million in the three months ended June 30, 2010.

Six months Ended June 30, 2011 Compared to the Six months Ended June 30, 2010

Net Revenue. Net revenue in the six months ended June 30, 2011 increased $195.2 million, or 15.2%, to $1.48 billion from $1.29 billion in the six months ended June 30, 2010. The increase in net revenue resulted primarily from increases in fee-for-service revenue of $186.8 million, contract revenue of $7.9 million and other revenue of $0.5 million. In the six months ended June 30, 2011, fee-for-service revenue was 84.3% of net revenue compared to 82.6% in the same period of 2010, contract revenue was 14.7% of net revenue in 2011 compared to 16.3% in 2010 and other revenue was 1.0% in 2011 compared to 1.1% in 2010. The increase in fee-for-service revenue was primarily a result of a 12.3% increase in total fee-for-service visits and procedures and, to a lesser extent, an increase in estimated collections per visit and procedure. Estimated collections per visit increased due to annual increases in gross charges, managed care pricing improvements, increases in average patient acuity levels, and ongoing improvements in revenue cycle processes. The increase in contract revenue was due primarily to the impact of new and acquired contracts, partially offset by declines in our military operations resulting from contracting changes within the military.

Provision for Uncollectibles. The provision for uncollectibles increased $95.4 million, or 17.4%, to $643.4 million in the six months ended June 30, 2011 from $547.9 million in the corresponding period in 2010. The provision for uncollectibles as a percentage of net revenue was 43.4% in the six months ended June 30, 2011 compared with 42.5% in the corresponding period of 2010. The provision for uncollectibles is primarily related to revenue generated under fee-for-service contracts that is not expected to be fully collected. The period over period increase in the provision for uncollectibles is due primarily to annual increases in gross fee schedules and increases in patient volumes and procedures. Changes in payer mix, particularly the level of self pay fee-for-service visits, also have an impact on the provision for uncollectibles. For the six months ended June 30, 2011, self pay fee-for-service visits were approximately 21.1% of the total fee-for-service visits compared to approximately 21.0% in the same period of 2010.

Net Revenue Less Provision for Uncollectibles. Net revenue less provision for uncollectibles in the six months ended June 30, 2011 increased $99.7 million, or 13.5%, to $839.7 million from $740.0 million in the six months ended June 30, 2010. Same contract revenue (excluding the military division) contributed 6.3% of the growth. Same contract revenue associated with the military division reduced growth by 0.5%. Acquisitions contributed 4.4% of the growth in net revenue less provision for uncollectibles between periods. New contracts, net of terminations (excluding the military division), contributed 4.1% of the growth. Net contract changes within our military division reduced period-over-period net revenue growth by 0.8%. Overall, the military division reduced period-over-period revenue growth by 1.3% while all other areas contributed a 14.8% increase in net revenue less provision.

 

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Total same contract revenue less provision for uncollectibles, which consists of contracts under management in both periods, increased $43.0 million, or 6.5%, to $708.4 million in the six months ended June 30, 2011 compared to $665.5 million in the six months ended June 30, 2010. In the six months ended June 30, 2011, same contract revenue less provision for uncollectibles benefited from an increase in fee-for-service volume of 4.5% which resulted in growth of 3.4%. Also contributing to the increase in same contract revenue growth between periods were increases in estimated collections on fee-for-service visits in the amount of 5.0% which contributed approximately 3.6% of same contract growth between periods. The increase in the estimated collections per visit is attributable to annual increases in gross charges, managed care pricing improvements, increases in average patient acuity levels and ongoing improvements in revenue cycle processes, partially offset by changes in payer mix between periods. These increases were partially offset by declines in contract and other revenue, primarily associated with our military operations which constrained same contract revenue growth by 0.5%. Acquisitions contributed $32.6 million of growth between periods. Excluding the impact of contracting changes within the military division, net new contract revenue increased $30.5 million while changes within military staffing contracts resulted in a decline of $6.3 million between periods. Total declines in military revenue, inclusive of changes in same contract revenue, were $9.9 million between periods. We typically gain new contracts by replacing competitors at hospitals that currently outsource such services, obtaining new contracts from facilities that do not currently outsource and responding to contracting opportunities within the military healthcare system. Factors influencing new contracting opportunities include the depth and breadth of our service offerings, our reputation and experience, our ability to recruit and retain qualified clinicians, and pricing considerations when a subsidy or contract payment is required. Contracts are typically terminated due to economic considerations, a change in hospital administration or ownership, dissatisfaction with our service offerings or, primarily relating to our military staffing arrangements, at the end of the contract term.

The components of net revenue less provision for uncollectibles includes revenue from contracts that have been in effect for prior periods (same contracts) and from net, new and acquired contracts during the periods, as set forth in the table below:

 

		Six months Ended June 30,
		2010				2011
		(in thousands)
Same contracts:
Fee-for-service revenue		$	477,900			$	524,275
Contract and other revenue			187,553				184,146
Total same contracts			665,453				708,421
New contracts, net of terminations:
Fee-for-service revenue			34,082				55,281
Contract and other revenue			36,999				39,923
Total new contracts, net of terminations			71,081				95,204
Acquired contracts:
Fee-for-service revenue			3,371				29,277
Contract and other revenue			87				6,829
Total acquired contracts			3,458				36,106
Consolidated:
Fee-for-service revenue			515,353				608,833
Contract and other revenue			224,639				230,898
Total net revenue less provision for uncollectibles		$	739,992			$	839,731

 

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The following table reflects the visits and procedures included within fee-for-service revenues described in the table above:

 

		Six months Ended June 30,
		2010				2011
		(in thousands)
Fee-for-service visits and procedures:
Same contract			3,637				3,800
New and acquired contracts, net of terminations			317				640
Total fee-for-service visits and procedures			3,954				4,440

Professional Service Expenses. Professional service expenses, which include physician and provider costs, billing and collection expenses, and other professional expenses, totaled $640.7 million in the six months ended June 30, 2011 compared to $566.4 million in the six months ended June 30, 2010, an increase of $74.3 million, or 13.1%. The higher cost between periods included an increase of approximately $23.6 million associated with increases in the average rates paid per hour of provider service and number of provider hours staffed on a same contract basis. Increases in average rates paid reflect period over period wage and benefit increases associated with the provision of clinical services. Also contributing to the increase in expense was $24.4 million related to our acquisitions and $26.3 million related to net growth. Professional service expenses as a percentage of net revenue less provision for uncollectibles was 76.3% in the six months ended June 30, 2011 compared to 76.5% in the six months ended June 30, 2010.

Professional Liability Costs. Professional liability costs were $29.9 million in the six months ended June 30, 2011 compared to $19.2 million in the six months ended June 30, 2010. Professional liability costs for the six months ended June 30, 2010 included a reduction in professional liability reserves of $7.2 million related to prior years resulting from the actuarial study completed during that period. Excluding the benefit of the prior year reserve adjustment in 2010, professional liability costs increased $3.4 million, or 13.0%, between periods. The increase was primarily attributable to an increase in provider hours and an increase in the average cost per hour of coverage. Excluding the benefit of prior year reserve adjustments in 2010, professional liability costs as a percentage of net revenue less provisions for uncollectibles were 3.6% in 2011 and in the corresponding period of 2010.

General and Administrative Expenses. General and administrative expenses increased $12.8 million, or 20.2%, to $76.6 million for the six months ended June 30, 2011 from $63.7 million in the six months ended June 30, 2010. The increase in general and administrative expense is due primarily to the impact of recent acquisitions, including the development of infrastructure to support growth in these operations, increases in performance-based incentive plan costs, and additional investments in marketing and sales development functions. Total general and administrative expenses as a percentage of net revenue less provision for uncollectibles were 9.1% in 2011 compared to 8.6% in 2010.

Other (Income) Expenses, net. In the six months ended June 30, 2011, we recognized other income of $0.7 million primarily related to the change in the fair value of assets related to our non-qualified deferred compensation plan compared to expenses of $0.7 million for the same period in 2010.

Depreciation and Amortization. Depreciation and amortization expense was $14.0 million in the six months ended June 30, 2011 compared to $12.8 million for the six months ended June 30, 2010. The increase of $1.2 million was primarily due to higher amortization expense related to our acquisitions in 2010 and higher depreciation expense related to growth in capital expenditures.

Net Interest Expense. Net interest expense decreased $4.9 million to $5.8 million in the six months ended June 30, 2011, compared to $10.7 million in the corresponding period in 2010, primarily due to reduced levels of outstanding debt as well as a decrease in hedging interest due to the maturity of interest rate swaps in 2011.

 

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Transaction Costs. Transaction costs were $1.2 million for the six months ended June 30, 2011 and $0.5 million for the six months ended June 30, 2010. These costs relate to advisory, legal, accounting and other fees incurred related to acquisition activity during the respective periods.

Impairment of Intangibles. In the six months ended June 30, 2010, we recorded an impairment loss of $2.5 million related to a contract intangible associated with a contractual relationship acquired in prior years whose term was less than initially estimated.

Loss on Extinguishment and Refinancing of Debt. In 2011, we recognized a loss of $6.0 million in connection with the refinancing of the term loan facility of $402.7 million. The loss consists of the write-off of previously deferred financing costs as well as certain fees and expenses associated with the refinancing. We recognized a loss of $14.9 million in connection with the redemption of $157.5 million of our 11.25% Notes in the six months ended June 30, 2010.

Earnings before Income Taxes. Earnings before income taxes in the six months ended June 30, 2011 were $66.2 million compared to $48.5 million in the six months ended June 30, 2010.

Provision for Income Taxes. The provision for income taxes was $26.3 million in the six months ended June 30, 2011 compared to $19.0 million in the corresponding period in 2010.

Net Earnings. Net earnings were $39.8 million in the six months ended June 30, 2011 compared to $29.5 million in the six months ended June 30, 2010.

Liquidity and Capital Resources

Our principal ongoing uses of cash are to meet working capital requirements, fund debt obligations and to finance our capital expenditures and acquisitions. We believe that our cash needs, other than for significant acquisitions, will continue to be met through the use of existing available cash, cash flows derived from future operating results and borrowings under our senior secured revolving credit facility.

Cash provided by operating activities in the six months ended June 30, 2011 was $31.4 million compared to $14.5 million in the corresponding period in 2010. The $16.9 million increase in operating cash flow was principally the result of improved profitability in 2011, the absence of cash costs of $13.8 million associated with the 11.25% Senior Subordinated Note redemption in 2010, and an improvement in the level of funding of current liabilities, including prior year incentive plan liabilities, and reduced interest payments during the six months ended June 30, 2011 compared to the same period in 2010, offset by an increase in tax payments. Cash used in investing activities in the six months ended June 30, 2011 was $11.6 million compared to $14.1 million in the same period of 2010. The $2.5 million decrease in cash used in investing activities was principally due to a decrease in net purchases of investments between periods at the captive insurance subsidiary, partially offset by an increase in cash payments related to acquisitions. Cash used in financing activities in the six months ended June 30, 2011 was $1.2 million compared to $137.5 million in the six months ended June 30, 2010. The change in cash associated with financing activities was due to $9.9 million of proceeds from the exercise of stock options in 2011 compared to the $157.5 million payment made in connection with the redemption of our 11.25% Notes, partially offset by the $7.8 million of fees and expenses paid in connection with the refinancing in 2011 and the $21.8 million net proceeds received in connection with the exercise of the underwriters’ over-allotment option relating to our initial public offering during the six months ended June 30, 2010.

We spent $4.1 million in the first six months of 2011 and $3.9 million in the first six months of 2010 for capital expenditures. These expenditures were primarily for billing and information technology investments and related development projects along with projects in support of operational initiatives.

On June 29, 2011, we completed the financing of new senior credit facilities, consisting of a $175 million Five-Year Revolving Credit Facility, which was undrawn at closing, a $150 million Five-Year Term A Loan Facility and a $250 million Seven-Year Term B Loan Facility, with a syndicate of financial institutions. See note

 

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11 of the notes to the consolidated financial statements. We used borrowings under the new credit facilities and existing cash, to repay the balance of $402.7 million outstanding on the outstanding term loan as well as $7.8 million of fees and expenses associated with the refinancing. As a result of these new borrowings, we expect our effective interest rate going forward to be higher compared to the rate under our previous debt structure.

As of June 30, 2011, we had $400.0 million in aggregate indebtedness consisting of our term loans with an additional $175.0 million of borrowing capacity available under our senior secured revolving credit facility (without giving effect to $6.6 million of undrawn letters of credit). Under our new senior credit facility, outstanding Term A loan borrowings mature on June 29, 2016 and Term B loan borrowings mature on June 29, 2018.

Our new senior credit facility agreement contains both affirmative and negative covenants, including limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business and pay dividends, and require us to comply with a maximum first lien net leverage ratio, tested quarterly. At June 30, 2011, we were in compliance with all covenants under the new senior credit facility agreement. The new senior credit facility is secured by substantially all of our and our U. S. subsidiaries’ assets.

As of December 31, 2010, we were a party to three separate forward interest rate swap agreements. These agreements expired in the first quarter of 2011. The change in value during the six months ended June 30, 2011 of approximately $0.6 million, net of tax, was recorded as a component of other comprehensive earnings.

Subject to any contractual restrictions, the Company and its subsidiaries, affiliates or significant shareholders (including The Blackstone Group L.P. and its affiliates) may from time to time, in their sole discretion, purchase, repay, redeem or retire any of the Company’s outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise.

As of June 30, 2011, we had total cash and cash equivalents of approximately $48.9 million. There are no known liquidity restrictions or impairments on our cash and cash equivalents as of June 30, 2011. Our ongoing cash needs for the six months ended June 30, 2011 were met from internally generated operating sources. As of June 30, 2011, there were no amounts outstanding under the revolving credit facility.

We have historically been an acquirer of other physician staffing businesses and related interests. In April 2011, we acquired an emergency medical staffing group that provides staffing services to a hospital located in Alabama. During the first six months of 2011, $7.2 million of contingent consideration was paid on prior year acquisitions. Maximum future contingent payment obligations are approximately $25.3 million.

We are in discussions with certain physician staffing businesses regarding potential acquisition opportunities. If we consummate these potential acquisitions, we would expect to fund such acquisitions using our existing cash or through borrowings under our revolving credit facility.

Effective March 12, 2003, we began providing for professional liability risks in part through a captive insurance company. Prior to such date, we insured such risks principally through the commercial insurance market. The change in the professional liability insurance program initially resulted in increased cash flow due to the retention of cash formerly paid out in the form of insurance premiums to a commercial insurance company coupled with a long period (typically 2-4 years or longer on average) before cash payout of such losses occurs. A portion of such cash retained is retained within our captive insurance company and therefore not immediately available for general corporate purposes. As of June 30, 2011, the current value of cash or cash equivalents and related investments held within the captive insurance subsidiary totaled approximately $88.8 million. Investments of the captive insurance subsidiary are carried at fair market value and as of June 30, 2011 reflected $3.1 million of net unrealized gains. See Note 8 of the accompanying consolidated financial statements for a discussion of the investments held by our captive insurance subsidiary.

 

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Effective June 1, 2011, we renewed our fronting carrier program with a commercial insurance carrier through May 31, 2012. In connection with this renewal, we have paid cash premiums of approximately $8.5 million to the commercial insurance carrier. For the six months ended June 30, 2011, we funded approximately $14.3 million of premiums to our captive insurance subsidiary. For the six months ended June 30, 2011, we also funded a total of $0.7 million to a commercial insurance provider in order to meet our obligation for incurred costs in excess of the aggregate limits of coverage in place on the commercial insurance policy that ended March 11, 2003. We will fund additional payments which will be based upon the level of incurred losses relative to the aggregate limit of the coverage at that time as additional claims are processed.

The following table sets forth a reconciliation of net earnings to Adjusted EBITDA. Adjusted EBITDA is defined as net earnings before interest expense, taxes, depreciation and amortization, as further adjusted to exclude the non-cash items and the other adjustments shown in the table below. We believe that the disclosure of the calculation of Adjusted EBITDA provides information that is useful to an investor’s understanding of our financial flexibility and performance. Adjusted EBITDA is not a measurement of financial performance or liquidity under generally accepted accounting principles. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles.

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2011				2010				2011
		(in thousands)
Net earnings		$	18,620			$	18,208			$	29,518			$	39,844
Interest expense, net			4,922				2,513				10,685				5,790
Provision for income taxes			12,043				11,771				19,004				26,321
Depreciation and amortization			6,423				7,112				12,838				14,011
Other expenses (income)(a)			777				(113	)			716				(660	)
Loss on extinguishment and refinancing of debt(b)			—				6,022				14,862				6,022
Impairment of intangibles			2,523				—				2,523				—
Transaction costs(c)			393				1,041				458				1,195
Stock based compensation expense(d)			406				782				610				1,388
Insurance subsidiary interest income			685				567				1,369				1,165
Professional liability loss reserve adjustments associated with prior years			—				—				(7,219	)			—
Severance and other charges			83				136				96				927
Adjusted EBITDA*		$	46,875			$	48,039			$	85,460			$	96,003

 

(a)	Reflects gain or loss on sale of assets, realized gains on investments, and changes in fair value of investments associated with the Company’s non-qualified retirement plan.

(b)

Reflects the loss on the redemption of a portion of the Company’s 11.25% Senior Subordinated Notes, including the write-off of unamortized deferred financing costs of $3,837 in 2010 and the write-off of deferred financing costs of $1,654 from the previous term loan as well as certain fees and expenses associated with the debt refinancing in 2011.

(c)	Reflects expenses associated with acquisition transaction fees.

(d)	Reflects costs related to options and restricted shares granted under the Team Health Holdings, Inc. 2009 Stock Incentive Plan.

Inflation

We do not believe that general inflation in the U.S. economy has had a material impact on our financial position or results of operations.

 

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Seasonality

Historically, our revenues and operating results have reflected minimal seasonal variation due to the significance of revenues derived from patient visits to emergency departments, which are generally open on a year-round basis, and also due to our geographic diversification. Revenue from our non-emergency department staffing lines is dependent on a healthcare facility being open during selected time periods. Revenue in such instances will fluctuate depending upon such factors as the number of holidays in the period.

Recently Issued Accounting Standards

See Note 3 of the notes to the consolidated financial statements for a discussion of recently issued accounting standards.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk related to changes in interest rates. The Company does not use derivative financial instruments for speculative or trading purposes.

The Company’s earnings are affected by changes in short-term interest rates as a result of its borrowings under its term loan facility.

At June 30, 2011, the fair value of the Company’s total debt, which had a carrying value of $400.0 million, was approximately $398.6 million. The Company had $400.0 million of variable debt outstanding at June 30, 2011. If the market interest rates for the Company’s variable rate borrowings had averaged 1% more subsequent to December 31, 2010, the Company’s interest expense would have increased, and earnings before income taxes would have decreased, by approximately $2.0 million for the six months ended June 30, 2011. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management could take actions in an attempt to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the Company’s financial structure.

 

Item 4.

Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired objectives. As of June 30, 2011, we conducted 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 the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2011, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting: There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART 2. OTHER INFORMATION

 

Item 1.

Legal Proceedings

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the period in which the ruling occurs. The estimate of the potential impact from such legal proceedings on our financial position or overall results of operations could change in the future.

 

Item 1A.

Risk Factors

For a discussion of our potential risks and uncertainties, please see “Risk Factors” in Part 1, Item 1A of our annual report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on February 8, 2011. In addition, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Factors and Trends that Affect Our Results of Operations” herein and the 2010 Form 10-K. Other than as described below, there have been no material changes to the risk factors disclosed in Part 1, Item 1A of the 2010 Form 10-K.

A failure to raise the statutory debt limit of the United States could affect funding for federal government sponsored healthcare programs and have a material adverse impact on our cash flow and results of operations.

The U.S. Treasury has estimated that, on August 2, 2011, the United States is expected to reach its statutory debt limit. If the Congress and the President fail to agree to raise the statutory debt limit, the United States may stop or delay making payments, including funding for Medicare and Medicaid. In order to reduce its overall deficit, the federal government could also decide to make significant cuts in its spending in areas, such as Medicare and Medicaid. We receive a substantial portion of our payments for healthcare services on a fee for service basis from government sponsored healthcare programs, such as Medicare, Medicaid and the U.S. government’s military healthcare system. During the six months ended June 30, 2011, we estimate that we received approximately 34% of our net revenues less provision for uncollectibles from such third parties. Any material delay or failure in the funding for Medicare, Medicaid and the U.S. government’s military healthcare system could have a material adverse effect on our cash flow. See the risk factor titled “We depend on reimbursements by third-party payers, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement process” included in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for fiscal year 2010.

In addition, unless the Congress and the President can agree to raise the statutory debt limit, the United States may be unable to pay its obligations, including treasury securities, as they become due. In light of that risk, each of Moody’s Investors Service, Standard & Poor’s Corp. and Fitch Ratings has publicly warned of the possibility of a downgrade to the United States’ credit rating. The failure to raise the debt limit (or an increase in the perceived risk that such a failure may occur and/or United States may not pay its debt obligations when due) could have a material adverse effect on the value and liquidity of financial assets, including assets in the investment portfolio of our captive insurance subsidiary. At June 30, 2011, the investment portfolio of our captive insurance subsidiary (described in note 8 of notes to consolidated financial statements included in this report) had a carrying value of $88.8 million, of which $30.4 million consisted of U.S. Treasury securities and agency notes and $55.0 million consisted of municipal bonds.

 

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.

Defaults upon Senior Securities

None.

 

Item 4.

(Removed and Reserved)

 

Item 5.

Other Information

Members of the Company’s board of directors and certain employees, including senior executives and others who regularly have access to material non-public information, may from time to time enter into trading plans (“plans”) designed to comply with the Company’s Securities Trading Policy and the requirements of Rule 10b5-1 promulgated by the Securities and Exchange Commission under Section 10(b) of the Securities Exchange Act of 1934, as amended.

As of the date of this report, no director or executive officer has entered into a plan that remains in effect.

The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted by any officers or directors of the Company in the future, or to report any modifications or termination of any publicly announced plan or to report any plan adopted by an employee who is not an executive officer.

 

Item 6.

Exhibits

 

3.1		Certificate of Incorporation of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)
3.2		By-laws of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)
10.1		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 25, 2009, between Team Health, Inc. and David P. Jones. (filed herewith)*
10.2		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 25, 2009, between Team Health, Inc. and Heidi Solomon Allen. (filed herewith)*
10.3		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 23, 2005, between Team Health, Inc. and H. Lynn Massingale, M.D.
31.1		Certification by Greg Roth for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification by David Jones for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1		Certification by Greg Roth for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.2		Certification by David Jones for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Consolidated Statement of Operations for the three months and six months ended June 30, 2011 and 2010, (iii) Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010, and (iv) Notes to Consolidated Financial Statements.†

 

*	Management contracts or compensatory plans or arrangements

†

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

		TEAM HEALTH HOLDINGS, INC.
August 2, 2011		/S/    GREG ROTH
		Greg Roth Chief Executive Officer
August 2, 2011		/S/    DAVID P. JONES
		David P. Jones Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

3.1		Certificate of Incorporation of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)
3.2		By-laws of Team Health Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed on December 18, 2009: File No. 001-34583)
10.1		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 25, 2009, between Team Health, Inc. and David P. Jones. (filed herewith)*
10.2		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 25, 2009, between Team Health, Inc. and Heidi Solomon Allen. (filed herewith)*
10.3		First Amendment, dated August 1, 2011, to Amended and Restated Employment Agreement dated November 23, 2005, between Team Health, Inc. and H. Lynn Massingale, M.D.
31.1		Certification by Greg Roth for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification by David Jones for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1		Certification by Greg Roth for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.2		Certification by David Jones for Team Health Holdings, Inc. dated August 2, 2011 as required by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Consolidated Statement of Operations for the three months and six months ended June 30, 2011 and 2010, (iii) Consolidated Statement of Cash Flows for the three months and six months ended June 30, 2011 and 2010, and (iv) Notes to Consolidated Financial Statements.†

 

*	Management contracts or compensatory plans or arrangements

†

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

44