SEC Filings

ENVISION HEALTHCARE CORP filed this Form 10-Q on 08/08/2017
Entire Document
Item 1. Financial Statements - (continued)

consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims are not discounted.

Provisions for insurance expense included in the statements of operations include provisions determined in consultation with third-party actuaries and premiums paid to third-party insurers.

At June 30, 2017 and December 31, 2016, the Company's accrued professional liabilities are presented in the accompanying consolidated balance sheets as a component of other accrued liabilities and insurance reserves as follows (in millions):
June 30, 2017
December 31, 2016
Third-party insurance reserves


Estimated losses under self-insured programs


Incurred but not reported losses


Total accrued insurance reserves


Less estimated losses payable within one year




The changes to the Company's estimated losses under insurance programs as of June 30, 2017 were as follows (in millions):
Balance at December 31, 2016

Assumed liabilities through acquisitions

Provision related to current period reserves

Payments for current period reserves
Benefit related to changes in prior period reserves
Payments for prior period reserves
Change in third-party insurance reserves
Other, net including post-acquisition adjustments
Balance at June 30, 2017

(12) Stockholders’ Equity

a. Common Stock

On December 1, 2016, the Company completed the Merger. Upon completion of the Merger, each share of AmSurg common stock was converted into one share of Company common stock, par value of $0.01 per share, and each share of EHH common stock was converted into 0.334 shares of Company common stock. Pursuant to the Merger, the Company issued 62,582,161 shares of common stock to the former stockholders of EHH, which represented the conversion of all outstanding common stock of EHH as of December 1, 2016.

The Company repurchases shares by withholding a portion of employee restricted stock that vests to cover payroll withholding taxes in accordance with the restricted stock agreements. During the six months ended June 30, 2017 and 2016, the Company repurchased approximately 130,160 shares and 77,780 shares, respectively, of common stock for approximately $8.9 million and $5.7 million, respectively.

b. Preferred Stock

Upon completion of the Merger, each share of AmSurg 5.25% mandatory convertible preferred stock, Series A-1 (“AmSurg Preferred Stock”) was converted into one share, par value of $0.01 per share, of Company 5.25% mandatory convertible preferred stock, Series A-1 (“Company Preferred Stock”). The Company issued 1,725,000 shares of Company Preferred Stock. During the six months ended June 30, 2017, and prior to the mandatory conversion date, July 1, 2017, holders elected to convert 518,879 of Company Preferred Stock to 941,294 shares of common stock. On July 3, 2017, the first business day following the mandatory conversion date, the remaining 1,206,121 shares outstanding of Company Preferred Stock automatically converted to 2,188,024 shares of common stock.

The mandatory convertible preferred stock paid dividends at an annual rate of 5.25% of the initial liquidation preference of $100 per share. During each of the six months ended June 30, 2017 and 2016, the Board declared two dividends totaling $1.3125 per share in