v3.25.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting PoliciesSummary of Significant Accounting PoliciesRecent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures (ASU 2023-09), which requires a public business entity to disclose specific
categories in its annual effective tax rate reconciliation and provide disaggregated information about significant reconciling
items by jurisdiction and by nature. ASU 2023-09 also requires entities to disclose their income tax payments (net of refunds)
to international, federal, and state and local jurisdictions and includes several other changes to income tax disclosure
requirements. This standard is effective for annual periods beginning after December 15, 2024, and requires prospective
application with the option to apply it retrospectively. The adoption of this guidance will not affect the Company’s
consolidated results of operations, financial position or cash flows. The Company is currently evaluating the standard to
determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (ASU 2024-03), which
requires the disclosure of certain disaggregated expenses within the notes to the financial statements. ASU 2024-03 is
effective for annual periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning
after December 15, 2027. Adoption of ASU 2024-03 can either be applied prospectively to consolidated financial statements
issued for reporting periods after the effective date of this standard or retrospectively to any or all prior periods presented in
the consolidated financial statements. Early adoption is also permitted. The Company is currently evaluating the standard to
determine its impact on the Company’s disclosures.
Variable Interest Entities
GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial
interest in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). Under the variable
interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the
activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the
losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE.
The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s
involvement with a VIE could cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs
with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are
applied prospectively.
The Company, through its wholly-owned subsidiaries, owns majority interests in certain limited liability companies
(“LLCs”), with each LLC owning and operating one or more hospitals. The noncontrolling interest is typically owned by a
not-for-profit medical system, university, academic medical center or foundation or combination thereof (individually or
collectively referred to as “minority member”). The employees that work for the LLC and the related hospital(s) are
employees of the Company, and the Company manages the day-to-day operations of the LLC and the hospital(s) pursuant to
a management services agreement (“MSA”).
The LLCs are VIEs due to their structure as LLCs and the control that resides with the Company through the MSA. The
Company consolidates each of these LLCs as it is considered the primary beneficiary due to the MSA providing the
Company the right to direct the day-to-day operating and capital activities of the LLC and the respective hospital(s) that most
significantly impact the LLC’s economic performance. Additionally, the Company would absorb a majority of the entity’s
expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of its majority ownership,
contractual or other financial interests in the entity. The MSAs are subject to termination only by mutual agreement of the
Company and minority member, except in the case of gross negligence, fraud or bankruptcy of the Company, in which case
the minority member can force termination of the MSA.
All of the Company’s VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity
interests. Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to
direct the use of the VIE assets through its joint venture and cash management agreements.
The governance rights of the minority members are restricted to those that protect their financial interests and do not preclude
consolidation of the LLCs. The rights of minority members generally are limited to such items as the right to approve the
issuance of new ownership interests, calls for additional cash contributions, the acquisition or divestiture of significant assets
and the incurrence of debt in excess of levels not expected to be incurred in the normal course of business.
 
As of March 31, 2025 and December 31, 2024, nine of the Company’s hospitals were owned and operated through LLCs that
have been determined to be VIEs and were consolidated by the Company. Consolidated assets at March 31, 2025 and
December 31, 2024 included total assets of VIEs equal to $1.3 billion. The Companys VIEs do not have creditors that have
recourse to the Company. As the structure and nature of business are very similar for each of the LLCs, they are discussed
and presented herein on a combined basis.
The total liabilities of VIEs included in the Company’s unaudited condensed consolidated balance sheets are shown below (in
thousands):
March 31, 2025
December 31, 2024
Current liabilities
Current installments of long-term debt
$2,836
$2,266
Accounts payable
82,958
89,428
Accrued salaries and benefits
32,213
37,713
Other accrued expenses and liabilities
50,458
45,250
Total current liabilities
168,465
174,657
Long-term debt, less current installments
12,398
8,192
Long-term operating lease liability
108,878
108,897
Long-term operating lease liability, related party
9,397
9,423
Self-insured liabilities
676
676
Other long-term liabilities
5,022
4,595
Total liabilities
$304,836
$306,440
Income from operations before income taxes attributable to VIEs was $62.6 million and $61.7 million for the three months
ended March 31, 2025 and 2024, respectively.
Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments
that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On
an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.
Revenue Recognition
The Company’s revenue generally relates to contracts with patients in which its performance obligations are to provide
healthcare services to the patients. Revenue is recorded during the period the Company’s obligations to provide healthcare
services are satisfied. Revenue for performance obligations satisfied over time is recognized based on charges incurred in
relation to total expected charges. The Company’s performance obligations for inpatient services are generally satisfied over
periods that average approximately five days. The Company’s performance obligations for outpatient services are generally
satisfied over a period of less than one day. As the Company’s performance obligations relate to contracts with a duration of
one year or less, the Company elected the optional exemption under ASC Topic 606, Revenue from Contracts with
Customers, and, therefore, is not required to disclose the transaction price for the remaining performance obligations at the
end of the reporting period or when the Company expects to recognize revenue. Additionally, the Company is not required to
adjust the consideration for the existence of a significant financing component when the period between the transfer of the
services and the payment for such services is one year or less.
Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care
health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and
Medicaid) or negotiated with (managed care health plans) the third party payors. The payment arrangements with third party
payors for the services provided to the related patients typically specify payments at amounts less than the Company’s
standard charges.
The Company’s revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients
and third party payors. Estimates of contractual adjustments under managed care insurance plans are based upon the payment
terms specified in the related contractual agreements. Revenue related to uninsured patients and copayment and deductible
amounts for patients who have healthcare coverage may have discounts applied (uninsured discounts and other discounts).
The Company also records estimated implicit price concessions (based primarily on historical collection experience) related
to uninsured accounts to record self-pay revenue at the estimated amounts expected to be collected.
Medicare and Medicaid regulations and various managed care contracts, under which the discounts from the Company’s
standard charges must be calculated, are complex and are subject to interpretation and adjustment. The Company estimates
contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms.
However, the necessity of the services authorized and provided, and resulting reimbursements, are often subject to
interpretation. These interpretations may result in payments that differ from the Company’s estimates. Additionally, updated
regulations and contract renegotiations occur frequently, necessitating continual review and assessment of the estimates by
management.
Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Estimated
reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are
determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report”
filing and settlement process). Settlements under reimbursement agreements with third party payors are estimated and
recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are
determined. Final determination of amounts earned under the Medicare, Medicaid and other third party payor programs often
occurs in subsequent years because of audits by the programs, rights of appeal, and the application of technical provisions.
Settlements are considered in the recognition of net patient service revenue on an estimated basis in the period the related
services are rendered, and such amounts are subsequently adjusted in future periods as adjustments become known or as
years are no longer subject to such audits and reviews. Differences between original estimates and subsequent revisions,
including final settlements, are included in the results of operations of the period in which the revisions are made. These
adjustments resulted in an increase to net patient service revenue of $8.9 million and $0.5 million for the three months ended
March 31, 2025 and 2024, respectively.
At March 31, 2025 and December 31, 2024, the Company’s settlements under reimbursement agreements with third party
payors were a net receivable of $14.3 million and $1.9 million, respectively, of which a receivable of $42.6 million and
$42.6 million, respectively, was included in other current assets and a payable of $28.3 million and $40.7 million,
respectively, was included in other accrued expenses and liabilities in the unaudited condensed consolidated balance sheets.
Final determination of amounts earned under prospective payment and other reimbursement activities is subject to review by
appropriate governmental authorities or their agents. In the opinion of the Company’s management, adequate provision has
been made for any adjustments that may result from such reviews.
Subsequent adjustments that are determined to be the result of an adverse change in the patient’s or the payor’s ability to pay
are recognized as bad debt expense. Bad debt expense for the three months ended March 31, 2025 and 2024 was not material
to the Company.
The Company’s total revenue is presented in the following table (dollars in thousands):
 
Three Months Ended March 31,
 
2025
2024
 
Amount
% of Total
Revenue
Amount
% of Total
Revenue
Medicare
$595,637
39.8%
$569,483
39.6%
Medicaid
149,343
10.0%
156,278
10.9%
Other managed care
645,152
43.1%
613,117
42.6%
Self-pay and other
80,979
5.4%
77,218
5.3%
Net patient service revenue
$1,471,111
98.3%
$1,416,096
98.4%
Other revenue
26,123
1.7%
22,950
1.6%
Total revenue
$1,497,234
100.0%
$1,439,046
100.0%
 
The Company provides care without charge to certain patients who qualify under the local charity care policy of the hospital
where the patient receives services. The Company estimates that its costs of care provided under its charity care programs
approximated $8.2 million and $19.7 million for the three months ended March 31, 2025 and 2024, respectively. The
Company does not report a charity care patient’s charges in revenue as it is the Company’s policy not to pursue collection of
amounts related to these patients, and therefore contracts with these patients do not exist.
The Company’s management estimates its costs of care provided under its charity care programs utilizing a calculated ratio of
costs to gross charges multiplied by the Company’s gross charity care charges provided. The Company’s gross charity care
charges include only services provided to patients who are unable to pay and qualify under the Company’s local charity care
policies. To the extent the Company receives reimbursement through the various governmental assistance programs in which
it participates to subsidize its care of indigent patients, the Company does not include these patients’ charges in its cost of
care provided under its charity care program.
Market Risks
The Company’s revenue is subject to potential regulatory and economic changes in certain states where the Company
generates significant revenue. The following is an analysis by state of revenue as a percentage of the Company’s total
revenue for those states in which the Company generates significant revenue:
 
Three Months Ended March 31,
 
2025
2024
Oklahoma
24.6%
24.2%
New Mexico
14.0%
15.5%
Texas
37.6%
36.4%
New Jersey
10.7%
10.3%
Other
13.1%
13.6%
Total
100.0%
100.0%
Supplemental Programs
Several of the Company’s facilities participate in supplemental Medicaid reimbursement programs to offset a portion of the
costs associated with providing care to Medicaid patients. These programs are funded with a combination of state and federal
resources and include, in certain instances, the levying of assessments or taxes on providers. In most cases, these programs
are authorized by the Centers for Medicare & Medicaid Services for a specified period of time and require approval to be
extended. The Company recognizes revenue and related expenses under these programs in the period in which amounts are
estimable and payment is reasonably assured. Reimbursements under these programs are included within total revenue, and
assessments and other program-related costs are included within other operating expenses in the Company's unaudited
condensed consolidated income statements.
Acquisitions
Acquisitions are accounted for using the acquisition method of accounting prescribed by ASC 805, Business Combinations,
and the results of operations are included in the unaudited condensed consolidated income statement from the respective
dates of acquisition. The purchase price of these transactions is allocated to the assets acquired and liabilities assumed based
upon their respective fair values at the date of acquisition and can be subject to change up to 12 months subsequent to the
acquisition date due to settling amounts related to purchased working capital and final determination of fair value estimates.
The Company is required to allocate the purchase price of acquired businesses to identifiable assets acquired and liabilities
assumed and, if applicable, noncontrolling interests based on their fair values. The Company records the excess of the
purchase price allocation over those fair values as goodwill.
On January 1, 2025, the Company completed the acquisitions of certain assets and operations of 18 urgent care clinics in New
Mexico and Oklahoma for a combined purchase price of $27.5 million. The consideration transferred consisted solely of
cash. Upon closing of the acquisitions, approximately $4.1 million was placed into escrow to cover potential working capital
adjustments and to secure certain representations and warranties pursuant to the terms of the purchase agreements. This
escrow amount is included in the total purchase consideration of $27.5 million. Most of the combined purchase price for
assets and operations acquired was recorded as goodwill with an immaterial portion allocated to identifiable assets acquired
and liabilities assumed. The fair values of assets and liabilities recorded as of March 31, 2025 related to these acquisitions are
provisional and will be finalized at the close of the measurement period.
Fair Value of Financial Instruments
Cash and cash equivalents, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable, accrued
salaries and benefits, accrued interest and other accrued expenses and current liabilities (other than those pertaining to lease
liabilities) are reflected in the accompanying unaudited condensed consolidated financial statements at amounts that
approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s revolving
credit facility also approximates its carrying value as it bears interest at current market rates. Refer to Note 5, Interest Rate
Swap Agreements, for discussion of the fair value measurement of the Companys derivative instruments.
The carrying amounts and fair values of the Company’s senior secured term loan facility and its 5.75% Senior Notes due
2029 (the “5.75% Senior Notes”) were as follows (in thousands):
 
 
Carrying Amount
Fair Value
 
March 31, 2025
December 31, 2024
March 31, 2025
December 31, 2024
Senior secured term loan facility
$774,032
$773,772
$773,064
$779,575
5.75% Senior Notes
$299,619
$299,596
$277,147
$289,110
The estimated fair values of the Company’s senior secured term loan facility and the 5.75% Senior Notes were based upon
quoted market prices at that date and are categorized as Level 2 within the fair value hierarchy.
Noncontrolling Interests
The financial statements include the financial position and results of operations of hospital and healthcare operations in which
the Company owned less than 100% of the equity interests, but maintained a controlling interest during the presented periods.
Earnings or losses attributable to the noncontrolling interests are presented separately in the consolidated income statements.
In accordance with ASC 810, holders of noncontrolling interests are considered to be equity holders in the consolidated
company, pursuant to which noncontrolling interests are classified as part of equity, unless the noncontrolling interests are
redeemable. Certain redemptive features associated with the noncontrolling interests for The University of Kansas Health
System – St. Francis Campus (“St. Francis”) could require the Company to deliver cash if the redemptive features are
exercised. These redemptive features could be exercised upon, among other things, the Company’s exclusion or suspension
from participation in any federal or state government healthcare payor program. Therefore, the noncontrolling interests
balance for St. Francis is classified outside the permanent equity section of the Company’s unaudited condensed consolidated
balance sheets.
 
The redeemable noncontrolling interests related to St. Francis at March 31, 2025 and December 31, 2024 have not been
subsequently measured at fair value since the acquisition date in 2017. The noncontrolling interests are not currently
redeemable and it is not probable that the noncontrolling interests will become redeemable as the possibility of the Company
being excluded or suspended from participation in any federal or state government healthcare payor program is remote.
Earnings Per Share
Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average
common shares outstanding during the period. Diluted net income per share takes into account the potential dilution that
could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and
converted into shares. Diluted net income per share is computed by dividing net income available to common stockholders by
the weighted-average common shares outstanding during the period, increased by the number of additional shares that would
have been outstanding if the potential shares had been issued and were dilutive.