Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'ADCARE HEALTH SYSTEMS, INC | ' |
Entity Central Index Key | '0001004724 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 18,878,571 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $12,867 | $19,374 |
Restricted cash and investments | 921 | 3,801 |
Accounts receivable, net of allowance of $6,202 and $4,989 | 25,771 | 23,598 |
Prepaid expenses and other | 2,198 | 483 |
Assets of disposal group held for use | 0 | 5,135 |
Assets of disposal group held for sale | 7,045 | 400 |
Assets of variable interest entity held for sale | 5,894 | 5,945 |
Total current assets | 54,696 | 58,736 |
Restricted cash and investments | 7,773 | 11,606 |
Property and equipment, net | 136,572 | 138,233 |
Intangible assets - bed licenses | 2,471 | 2,471 |
Intangible assets - lease rights, net | 4,254 | 4,889 |
Goodwill | 4,224 | 4,224 |
Lease deposits | 1,832 | 1,715 |
Deferred loan costs, net | 3,948 | 4,542 |
Other assets | 93 | 12 |
Total assets | 215,863 | 226,428 |
Current liabilities: | ' | ' |
Current portion of notes payable and other debt | 24,249 | 12,027 |
Current portion of convertible debt, net of discount | 14,000 | 11,389 |
Revolving credit facilities and lines of credit | 6,894 | 2,738 |
Accounts payable | 17,729 | 23,783 |
Accrued expenses | 15,644 | 13,264 |
Liabilities of disposal group held for sale | 5,197 | 0 |
Liabilities of variable interest entity held for sale | 5,954 | 6,034 |
Total current liabilities | 89,667 | 69,235 |
Notes payable and other debt, net of current portion: | ' | ' |
Senior debt | 86,832 | 107,858 |
Bonds, net of discounts | 7,007 | 6,996 |
Revolving credit facilities | 1,121 | 5,765 |
Convertible debt | 0 | 7,500 |
Other liabilities | 1,916 | 1,589 |
Deferred tax liability | 0 | 191 |
Total liabilities | 186,543 | 199,134 |
Commitments and contingency (Note 14) | ' | ' |
Preferred stock, no par value; 5,000 shares authorized; 950 shares issued and outstanding, redemption amount 23,750 at both September 30, 2014 and December 31, 2013 | 20,392 | 20,442 |
Stockholders' equity: | ' | ' |
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 18,811 and 16,016 issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 61,251 | 48,370 |
Accumulated deficit | -50,141 | -39,884 |
Total stockholders' equity | 11,110 | 8,486 |
Noncontrolling interest in subsidiaries | -2,182 | -1,634 |
Total equity | 8,928 | 6,852 |
Total liabilities and equity | $215,863 | $226,428 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance (in dollars) | $6,202 | $4,989 |
Preferred stock, par value (in dollars per share) | $0 | $0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 950,000 | 950,000 |
Preferred stock, shares outstanding | 950,000 | 950,000 |
Preferred stock, redemption amount | $23,750 | $23,750 |
Common stock and additional paid-in capital, par value (in dollars per share) | $0 | $0 |
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued | 18,811,000 | 16,016,000 |
Common stock and additional paid-in capital, shares outstanding | 18,811,000 | 16,016,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Patient care revenues | $56,637 | $53,126 | $165,196 | $160,471 |
Management revenues | 354 | 521 | 1,140 | 1,529 |
Rental revenues | 88 | 0 | 88 | 0 |
Total revenues | 57,079 | 53,647 | 166,424 | 162,000 |
Expenses: | ' | ' | ' | ' |
Cost of services (exclusive of facility rent, depreciation and amortization) | 47,198 | 43,802 | 137,743 | 134,392 |
General and administrative expenses | 3,578 | 4,583 | 12,318 | 14,016 |
Audit committee investigation expense | 0 | 302 | 0 | 2,284 |
Facility rent expense | 1,695 | 1,702 | 5,085 | 5,077 |
Depreciation and amortization | 1,906 | 1,779 | 5,716 | 5,245 |
Salary retirement and continuation costs | 1,489 | 5 | 2,771 | 154 |
Total expenses | 55,866 | 52,173 | 163,633 | 161,168 |
Income from Operations | 1,213 | 1,474 | 2,791 | 832 |
Other Income (Expense): | ' | ' | ' | ' |
Interest expense, net | -2,644 | -3,204 | -7,916 | -9,459 |
Acquisition costs, net of gains | -8 | -33 | -8 | -610 |
Derivative gain | 0 | 1,989 | 0 | 2,178 |
Loss on extinguishment of debt | -1,220 | -6 | -1,803 | -33 |
Loss on disposal of assets | 0 | -6 | 0 | -10 |
Other (expense) income | -444 | 15 | -636 | 15 |
Total other expense, net | -4,316 | -1,245 | -10,363 | -7,919 |
(Loss) Income from Continuing Operations Before Income Taxes | -3,103 | 229 | -7,572 | -7,087 |
Income tax benefit (expense) | 244 | 54 | 236 | -24 |
(Loss) Income from Continuing Operations | -2,859 | 283 | -7,336 | -7,111 |
Loss from Discontinued Operations, Net of Tax | -690 | -696 | -1,531 | -2,998 |
Net Loss | -3,549 | -413 | -8,867 | -10,109 |
Net Loss Attributable to Noncontrolling Interests | 218 | 195 | 548 | 629 |
Net Loss Attributable to AdCare Health Systems, Inc. | -3,331 | -218 | -8,319 | -9,480 |
Preferred stock dividend | -646 | -306 | -1,938 | -918 |
Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders | ($3,977) | ($524) | ($10,257) | ($10,398) |
Net (loss) income per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders - Basic: | ' | ' | ' | ' |
Continuing Operations (in dollars per share) | ($0.18) | $0.01 | ($0.50) | ($0.50) |
Discontinued Operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Net Loss per Common Share-Basic (in dollars per share) | ($0.22) | ($0.03) | ($0.59) | ($0.70) |
Net (loss) income per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders - Diluted: | ' | ' | ' | ' |
Continuing Operations (in dollars per share) | ($0.18) | $0.01 | ($0.50) | ($0.50) |
Discontinued Operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Net Loss per Common Share-Diluted (in dollars per share) | ($0.22) | ($0.03) | ($0.59) | ($0.70) |
Weighted Average Common Shares Outstanding: | ' | ' | ' | ' |
Basic (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Diluted (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock and Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests |
In Thousands, unless otherwise specified | ||||
Balances at Dec. 31, 2013 | $6,852 | $48,370 | ($39,884) | ($1,634) |
Balances (in shares) at Dec. 31, 2013 | 16,016 | 16,016 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Stock-based compensation expense | 983 | 983 | ' | ' |
Exercises of options and warrants | 3,105 | 3,105 | ' | ' |
Exercises of options and warrants (in shares) | ' | 934 | ' | ' |
Issuance of stock for converted debt | 8,706 | 8,706 | ' | ' |
Issuance of stock for converted debt (in shares) | ' | 1,861 | ' | ' |
Nonemployee warrants issued in conjunction with debt offering | 87 | 87 | ' | ' |
Preferred stock dividend | -1,938 | ' | -1,938 | ' |
Net Loss | -8,867 | ' | -8,319 | -548 |
Balances at Sep. 30, 2014 | $8,928 | $61,251 | ($50,141) | ($2,182) |
Balances (in shares) at Sep. 30, 2014 | 18,811 | 18,811 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net Loss | ($8,867) | ($10,109) |
Loss from discontinued operations, net of tax | 1,531 | 2,998 |
Loss from continuing operations | -7,336 | -7,111 |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 5,716 | 5,245 |
Warrants issued for services | 87 | 9 |
Stock-based compensation expense | 983 | 737 |
Lease expense in excess of cash | 166 | 121 |
Amortization of deferred financing costs | 1,460 | 1,727 |
Amortization of debt discounts and premiums | -13 | 502 |
Derivative gain | 0 | -2,178 |
Loss on debt extinguishment | 1,803 | 33 |
Deferred tax benefit | -191 | -27 |
Loss on disposal of assets | 0 | 10 |
Provision for bad debts | 2,995 | 3,156 |
Changes in certain assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -5,430 | -3,163 |
Prepaid expenses and other | -1,660 | -965 |
Other assets | -198 | 387 |
Accounts payable and accrued expenses | -3,056 | 4,698 |
Net cash (used in) provided by operating activities - continuing operations | -4,674 | 3,181 |
Net cash used in operating activities - discontinued operations | -1,441 | -493 |
Net cash (used in) provided by operating activities | -6,115 | 2,688 |
Cash flows from investing activities: | ' | ' |
Change in restricted cash and investments and escrow deposits for acquisitions | 5,785 | -5,632 |
Proceeds from note receivable | 0 | 3,240 |
Purchase of property and equipment | -3,420 | -3,049 |
Net cash provided by (used in) investing activities - continuing operations | 2,365 | -5,441 |
Net cash (used in) provided by investing activities - discontinued operations | -778 | 886 |
Net cash provided by (used in) investing activities | 1,587 | -4,555 |
Cash flows from financing activities: | ' | ' |
Proceeds from debt | 17,750 | 7,372 |
Proceeds from convertible debt | 6,022 | 0 |
Repayment on notes payable | -18,484 | -5,295 |
Repayment on bonds payable | -3,049 | 0 |
Repayment on convertible debt | -4,014 | 0 |
Change in lines of credit | -335 | 8 |
Debt issuance costs | -945 | -407 |
Exercise of warrants and options | 3,105 | 67 |
Preferred stock offering costs | -50 | 0 |
Dividends paid on preferred stock | -1,938 | -918 |
Net cash flows (used in) provided by financing activities - continuing operations | -1,938 | 827 |
Net cash flows used in financing activities - discontinued operations | -41 | -2,173 |
Net cash flows used in financing activities | -1,979 | -1,346 |
Net Change in Cash | -6,507 | -3,213 |
Cash, Beginning | 19,374 | 15,937 |
Cash, Ending | 12,867 | 12,724 |
Cash paid during the year for: | ' | ' |
Interest | 7,340 | 7,984 |
Supplemental Disclosure of Non-Cash Activities: | ' | ' |
Conversions of debt and other liabilities to equity | 6,942 | 2,331 |
2011 Notes surrendered and cancelled in payment for 2014 Notes | 445 | 0 |
Warrants issued for financing costs | 0 | 9 |
Warrants issued in conjunction with debt offering | $87 | $0 |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | |
See Note 1 to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for a description of all significant accounting policies. | |
Description of Business | |
AdCare Health Systems, Inc. (“AdCare”) and its controlled subsidiaries (collectively with AdCare, the “Company” or “we”), owns and operates skilled nursing and assisted living facilities in the states of Alabama, Arkansas, Georgia, Missouri, North Carolina, Ohio, Oklahoma and South Carolina. The Company, through wholly owned separate operating subsidiaries, as of September 30, 2014, operates 37 facilities comprised of 34 skilled nursing facilities, two assisted living facilities and one independent living/senior housing facility totaling approximately 4,200 beds. The Company’s facilities provide a range of health care services to their patients and residents including, but not limited to, skilled nursing and assisted living services, social services, various therapy services and other rehabilitative and healthcare services for both long-term residents and short-stay patients. As of September 30, 2014, of the total 37 facilities, the Company owned and operated 25 facilities, leased and operated eight facilities, and managed four facilities for third parties. | |
On June 12, 2013, the Company executed two sublease agreements to exit the skilled nursing business in Tybee Island, Georgia effective June 30, 2013 relating to two facilities. During the fourth quarter of 2013, Riverchase Village ADK, LLC ("Riverchase"), our consolidated variable interest entity (a "VIE"), entered into a sales listing agreement to sell Riverchase Village, a 105-bed assisted living facility located in Hoover, Alabama. Riverchase subsequently entered into a purchase sale agreement on April 1, 2014 to sell Riverchase Village but the purchase sale agreement was terminated on August 6, 2014 (see Note 13 - Variable Interest Entity). During the first quarter of 2014, the Company entered into a representation agreement to sell Companions Specialized Care Center ("Companions"), a 102-bed skilled nursing facility located in Tulsa, Oklahoma. On July 1, 2014, the Company entered into an agreement effective July 1, 2014 to sublease a 52-bed skilled nursing facility located in Thomasville, Georgia to a local nursing home operator. These five facilities are reported as discontinued operations (see Note 10—Discontinued Operations). | |
On July 23, 2014, the Company announced that the Board of Directors had approved, and management had begun to implement, a strategic plan to transition the Company to a healthcare property holding and leasing company. Through a series of leasing transactions, the operations of the Company’s currently owned and operated healthcare facilities, which are principally skilled nursing facilities, will be transitioned to third parties, and the properties the Company leases will be sub-leased, effectively exiting the operations of these facilities, and will transition its business to the ownership, acquisition and leasing of healthcare-related properties. | |
On September 22, 2014, as part of its ongoing strategic plan to transition from an owner and operator of healthcare facilities to a healthcare property holding and leasing company, two wholly-owned subsidiaries of the Company entered into an agreement to lease two of its skilled nursing and rehabilitation facilities in Alabama to a local nursing home operator effective November 1, 2014. | |
On October 14, 2014, the Company held a special meeting of shareholders in Atlanta, Georgia, in which the shareholders approved the additional leasing transactions which transactions may constitute the lease of all or substantially all of the Company's property under Georgia law. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three and nine months ended September 30, 2014 and 2013, are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2013, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. | |
You should read these consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2013 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission ("SEC") on March 31, 2014. | |
The Company operates in one business segment. These statements include the accounts of AdCare Health Systems, Inc. and its controlled subsidiaries. Controlled subsidiaries include AdCare’s majority owned subsidiaries and one variable interest entity (a "VIE") in which AdCare has control as primary beneficiary. All inter-company accounts and transactions were eliminated in the consolidation. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of derivative instruments, fair value of employee and nonemployee stock based awards, and valuation of goodwill and other long-lived assets. Actual results could differ materially from those estimates. | |
Reclassifications | |
Certain items previously reported in the consolidated financial statement captions have been reclassified to conform to the current financial statement presentation with no effect on the Company’s consolidated financial position or results of operations. These reclassifications did not affect total assets, total liabilities, or stockholders’ equity. Reclassifications were made to September 30, 2013 Consolidated Statements of Operations to reflect the same facilities in discontinued operations for both periods presented. | |
Revenue Recognition and Patient Care Receivables | |
The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to residents and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. | |
Revenue from the Medicaid and Medicare programs accounted for 83.5% and 83.9% of the Company’s revenue for the three and nine months ended September 30, 2014, respectively, and 82.8% and 84.1% of the Company's revenue for the three and nine months ended September 30, 2013. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded retroactive adjustments to revenue which were not material to the Company's consolidated revenue for the three and nine months ended September 30, 2014 and 2013. | |
Potentially uncollectible patient accounts are provided for on the allowance method based upon management's evaluation of outstanding accounts receivable at period-end and historical experience. Uncollected accounts that are written off are charged against allowance. As of September 30, 2014 and December 31, 2013, management recorded an allowance for uncollectible accounts of $6.2 million and $5.0 million, respectively. | |
Management Fee Receivables and Revenues | |
Management fee receivables and revenue are recorded in the month that services are provided. As of September 30, 2014 and December 31, 2013, the Company evaluated collectibility of management fees and determined that no allowance was required. | |
Rental Revenues and Receivables | |
The Company, as lessor, makes a determination with respect to each of its leases whether they should be accounted for as operating leases. The Company recognizes rental revenues on a straight-line basis over the term of the lease when collectibility is reasonably assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to straight-line rent receivable, net. Payments received under operating leases are accounted for in the statements of operations as rental revenue for actual rent collected plus or minus a straight-line adjustment for estimated minimum lease escalators. | |
Fair Value Measurements and Financial Instruments | |
Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |
Level 1— Quoted market prices in active markets for identical assets or liabilities | |
Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data | |
Level 3— Significant unobservable inputs | |
The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, notes payable and other debt, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. | |
Recent Accounting Pronouncements | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB issued ASUs accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. | |
In April 2014, the FASB issued ASU 2014-08 that amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This ASU should be applied prospectively and is effective for the Company for the 2015 annual and interim periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. We have not adopted this ASU as of September 30, 2014. | |
In May 2014, the FASB issued ASU 2014-09 guidance requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for those goods and services. The guidance requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption precluded. The Company has not yet determined the impact, if any, that the adoption of this guidance will have on its consolidated financial position or results of operations. | |
In August 2014, the FASB issued ASU 2014-15 guidance regarding an entity’s ability to continue as a going concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in United States GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company has not yet determined the impact, if any, that the adoption of this guidance will have on its consolidated financial statements. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||||||||||||
EARNINGS PER SHARE | |||||||||||||||||||||||
Basic earnings per share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is similar to basic earnings per share except net income or loss is adjusted by the impact of the assumed issuance of common shares and the weighted-average number of common shares outstanding and includes potentially dilutive securities, such as options, warrants, non-vested shares, and additional shares issuable under subordinated convertible promissory notes outstanding during the period when such potentially dilutive securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Potentially dilutive securities from subordinated convertible promissory notes are calculated based on the assumed issuance at the beginning of the period, as well as any adjustment to income that would result from their assumed issuance. For the nine months ended September 30, 2014 and 2013, potentially dilutive securities of 7.8 million and 11.5 million, respectively, were excluded from the diluted loss per share calculation because including them would have been anti-dilutive in both periods. | |||||||||||||||||||||||
The following tables provide a reconciliation of net loss for continuing and discontinued operations and the number of common shares used in the computation of both basic and diluted earnings per share: | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
(Amounts in 000’s, except per share data) | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||
(loss) | Share | (loss) | Share | ||||||||||||||||||||
Continuing Operations: | |||||||||||||||||||||||
(Loss) income from continuing operations | $ | (2,859 | ) | $ | 283 | ||||||||||||||||||
Net loss attributable to noncontrolling interests | 218 | 195 | |||||||||||||||||||||
Basic (loss) income from continuing operations | $ | (2,641 | ) | 18,134 | $ | (0.14 | ) | $ | 478 | 14,962 | $ | 0.03 | |||||||||||
Preferred stock dividend | (646 | ) | 18,134 | $ | (0.04 | ) | (306 | ) | 14,962 | $ | (0.02 | ) | |||||||||||
Effect of dilutive securities: Stock options, warrants outstanding and convertible debt (a) | |||||||||||||||||||||||
Diluted (loss) income from continuing operations | $ | (3,287 | ) | 18,134 | $ | (0.18 | ) | $ | 172 | 14,962 | $ | 0.01 | |||||||||||
Discontinued Operations: | |||||||||||||||||||||||
Basic loss from discontinued operations | (690 | ) | 18,134 | $ | (0.04 | ) | (696 | ) | 14,962 | $ | (0.04 | ) | |||||||||||
Diluted loss from discontinued operations | (690 | ) | 18,134 | $ | (0.04 | ) | (696 | ) | 14,962 | $ | (0.04 | ) | |||||||||||
Net Loss Attributable to AdCare: | |||||||||||||||||||||||
Basic loss | (3,977 | ) | 18,134 | $ | (0.22 | ) | (524 | ) | 14,962 | $ | (0.03 | ) | |||||||||||
Diluted loss | (3,977 | ) | 18,134 | $ | (0.22 | ) | (524 | ) | 14,962 | $ | (0.03 | ) | |||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
(Amounts in 000’s, except per share data) | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||
(loss) | Share | (loss) | Share | ||||||||||||||||||||
Continuing Operations: | |||||||||||||||||||||||
Loss from continuing operations | $ | (7,336 | ) | $ | (7,111 | ) | |||||||||||||||||
Net loss attributable to noncontrolling interests | 548 | 629 | |||||||||||||||||||||
Basic loss from continuing operations | $ | (6,788 | ) | 17,539 | $ | (0.39 | ) | $ | (6,482 | ) | 14,805 | $ | (0.44 | ) | |||||||||
Preferred stock dividend | (1,938 | ) | 17,539 | $ | (0.11 | ) | (918 | ) | 14,805 | $ | (0.06 | ) | |||||||||||
Effect of dilutive securities: Stock options, warrants outstanding and subordinated convertible promissory notes (a) | |||||||||||||||||||||||
Diluted loss from continuing operations | $ | (8,726 | ) | 17,539 | $ | (0.50 | ) | $ | (7,400 | ) | 14,805 | $ | (0.50 | ) | |||||||||
Discontinued Operations: | |||||||||||||||||||||||
Basic loss from discontinued operations | (1,531 | ) | 17,539 | $ | (0.09 | ) | (2,998 | ) | 14,805 | $ | (0.20 | ) | |||||||||||
Diluted loss from discontinued operations | (1,531 | ) | 17,539 | $ | (0.09 | ) | (2,998 | ) | 14,805 | $ | (0.20 | ) | |||||||||||
Net Loss Attributable to AdCare: | |||||||||||||||||||||||
Basic loss | (10,257 | ) | 17,539 | $ | (0.59 | ) | (10,398 | ) | 14,805 | $ | (0.70 | ) | |||||||||||
Diluted loss | (10,257 | ) | 17,539 | $ | (0.59 | ) | (10,398 | ) | 14,805 | $ | (0.70 | ) | |||||||||||
(a) Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: | |||||||||||||||||||||||
September 30, | |||||||||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | |||||||||||||||||||||
Outstanding Stock Options | 1,144 | 1,357 | |||||||||||||||||||||
Outstanding Warrants - employee | 1,846 | 1,876 | |||||||||||||||||||||
Outstanding Warrants - nonemployee | 816 | 1,904 | |||||||||||||||||||||
Subordinated Convertible Promissory Notes (a) | 4,000 | 6,406 | |||||||||||||||||||||
Total anti-dilutive securities | 7,806 | 11,543 | |||||||||||||||||||||
(a) The number of shares of common stock issuable upon conversion of the subordinated convertible promissory notes reflected in the tables above is 120% of the aggregate principal amount of the subordinated convertible promissory notes divided by the current conversion price, which is the number of shares required to be reserved for issuance by the Company under the applicable registration rights agreement. |
Liquidity_and_Profitability
Liquidity and Profitability | 9 Months Ended |
Sep. 30, 2014 | |
LIQUIDITY AND PROFITABILITY | ' |
LIQUIDITY AND PROFITABILITY | ' |
LIQUIDITY AND PROFITABILITY | |
For the nine months ended and as of September 30, 2014, we had a net loss of $8.9 million and negative working capital of $35.0 million. At September 30, 2014, we had $12.9 million in cash and cash equivalents and $151.3 million in indebtedness, including current maturities and discontinued operations, of which $56.3 million is current debt (including the Company’s outstanding subordinated convertible promissory notes with a principal amount of $7.5 million and $6.5 million that mature in July 2015 and April 2015, respectively). Our ability to achieve profitable operations is dependent on continued growth in revenue and controlling costs. | |
On July 23, 2014, the Company announced that the Board of Directors had approved, and management has begun to implement, a strategic plan (the "New Plan") to transition the Company to a healthcare property holding and leasing company. On October 14, 2014, the Company held a special meeting of shareholders in Atlanta, Georgia, in which the shareholders approved the additional leasing transactions which transactions may constitute the lease of all or substantially all of the Company's property under Georgia law. | |
The Company's final assessment of liquidity and profitability under the New Plan is dependent on the timing of the leasing and sub-leasing transactions contemplated by the New Plan. However, the Company believes the New Plan, when fully implemented, will enhance cash flow from operations, reduce capital expenditure requirements, and require significantly less working capital. | |
We estimate that cash flow from operations and other working capital changes under the existing business model will be approximately $8.0 million and cash outlays for capital expenditures, dividends on our Series A Preferred Stock and income taxes will total approximately $3.1 million for the twelve months ending September 30, 2015. We anticipate that scheduled debt service (excluding approximately $21.0 million of bullet maturities due in February 2015 that the Company believes will be refinanced on a longer term basis and $6.5 million and $7.5 million in outstanding subordinated convertible promissory notes that mature in April 2015 and July 2015, respectively, but including principal and interest), will total approximately $16.1 million for the twelve months ending September 30, 2015. We anticipate the conversion to common stock of $6.5 million and $7.5 million of the Company's outstanding subordinated convertible promissory notes that mature in April 2015 and July 2015, respectively. These promissory notes are convertible into shares of common stock of the Company at $4.50 per share and $4.17 per share, respectively. The closing price of the common stock exceeded $4.17 per share from January 1, 2014 through November 7, 2014 and exceeded $4.50 per share from July 23, 2014 through October 9, 2014. As discussed further below, if we were unable to refinance the $21.0 million of bullet maturities due in February 2015, then the Company may be required to restructure its outstanding indebtedness, implement further cost reduction initiatives, or sell assets due to our limited liquidity in such an event. | |
During February and March 2014, the Company issued 693,761 shares of common stock to holders of the Company's warrants dated September 30, 2010 upon conversion at an exercise price of $3.57 per share. The Company received proceeds of approximately $2.3 million, net of broker commissions of approximately $0.1 million. On March 28, 2014, we received net proceeds of approximately $6.3 million from the issuance and sale of the Company's 10% subordinated convertible promissory notes due April 30, 2015. | |
We routinely have ongoing discussions with existing and potential new lenders to refinance current debt on a longer term basis and, in recent periods, have refinanced shorter term acquisition debt, including seller notes, with traditional longer term mortgage notes, some of which have been executed under government guaranteed lending programs. We have been successful in recent years in raising new equity capital and believe, based on recent discussions, that these markets will continue to be available to us for raising capital in 2015. | |
Based on existing cash balances, anticipated cash flows for the twelve months ending September 30, 2015, the anticipated refinancing $21.0 million of bullet maturities due February 2015, and the expected conversion of $2.9 million of the Company's outstanding subordinated convertible promissory notes that mature in July 2015, which excludes subordinated convertible promissory notes with a principal amount in the aggregate of $1.1 million that were converted into shares of common stock of the Company in July and August 2014 (see Note 8 - Notes Payable and Other Debt), and $6.5 million of subordinated convertible promissory notes due April 2015, into shares of common stock, we believe there will be sufficient funds for our operations, scheduled debt service, and capital expenditures at least through the next 12 months. On a longer term basis, at September 30, 2014 we have approximately $36.0 million of debt payments and maturities due between October 2015 and September 2018. We believe our long-term liquidity needs will be satisfied by these same sources, borrowings as required to refinance indebtedness and new sources of equity capital. | |
In order to satisfy our capital needs, we will seek to: (i) implement the New Plan and if there are delays in leasing and sub-leasing transactions contemplated by the New Plan, the Company will continue to improve our operating results by increasing facility occupancy, optimizing our payor mix by increasing the proportion of sub-acute patients within our skilled nursing facilities, and continuing our cost optimization and efficiency strategies; (ii) expand our borrowing arrangements with certain existing lenders; (iii) refinance current debt where possible to obtain more favorable terms; and (iv) raise capital through the issuance of debt or equity securities. We anticipate that these actions, if successful, will provide the opportunity for us to maintain liquidity on a short and long term basis, thereby permitting us to meet our operating and financing obligations for the next 12 months. However, there is no guarantee that such actions will be successful or that anticipated operating results will be achieved. We currently have limited borrowing availability under our existing revolving credit facilities. If the Company is unable to improve operating results, expand existing borrowing agreements, refinance current debt (including $21.0 million of bullet maturities due February 2015), the subordinated convertible promissory notes due July 2015 and April 2015 are not converted into shares of common stock and are required to be repaid by us in cash, then the Company may be required to restructure its outstanding indebtedness, implement further cost reduction initiatives, sell assets, or delay or modify its strategic plan. |
Restricted_Cash_and_Investment
Restricted Cash and Investments | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Restricted Cash and Investments [Abstract] | ' | ||||||||
RESTRICTED CASH AND INVESTMENTS | ' | ||||||||
RESTRICTED CASH AND INVESTMENTS | |||||||||
The following table sets forth the Company’s various restricted cash, escrow deposits and investments: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Defeased bonds escrow | $ | — | $ | 3,138 | |||||
HUD escrow deposits | 168 | 91 | |||||||
Property tax escrow | 19 | 84 | |||||||
Lender's collection account | 734 | 488 | |||||||
Total current portion | 921 | 3,801 | |||||||
HUD replacement reserves | 1,010 | 383 | |||||||
Repair and remediation/replacement reserves | 54 | 18 | |||||||
Reserves for capital improvements | 1,036 | 1,481 | |||||||
Restricted investments for other debt obligations | 5,673 | 9,724 | |||||||
Total noncurrent portion | 7,773 | 11,606 | |||||||
Total restricted cash and investments | $ | 8,694 | $ | 15,407 | |||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||
PROPERTY AND EQUIPMENT | |||||||||||
The following table sets forth the Company’s property and equipment: | |||||||||||
(Amounts in 000’s) | Estimated Useful | 30-Sep-14 | 31-Dec-13 | ||||||||
Lives (Years) | |||||||||||
Buildings and improvements | May-40 | $ | 132,856 | $ | 131,123 | ||||||
Equipment | 10-Feb | 13,849 | 11,987 | ||||||||
Land | — | 6,808 | 6,788 | ||||||||
Computer related | 10-Feb | 2,952 | 2,980 | ||||||||
Construction in process | — | 108 | 270 | ||||||||
156,573 | 153,148 | ||||||||||
Less: accumulated depreciation and amortization expense | 20,001 | 14,915 | |||||||||
Property and equipment, net | $ | 136,572 | $ | 138,233 | |||||||
Depreciation and amortization expense was approximately $1.9 million and $5.7 million for the three and nine months ended September 30, 2014, respectively, and $1.8 million and $5.2 million for the three and nine months ended September 30, 2013, respectively. Total depreciation and amortization expense excludes $0.1 million and $0.2 million for the three and nine months ended September 30, 2014, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2013, respectively, that is recognized in loss from discontinued operations, net of tax. | |||||||||||
During December 2013, the Company recognized a $0.5 million impairment charge to write down the carrying value of certain lease rights, equipment, and leasehold improvement values of a facility located in Thomasville, Georgia. The impairment charge represents a change in fair value from the carrying value. | |||||||||||
During the three and nine months ended September 30, 2014, the Company recorded an impairment of $0.05 million and $0.2 million, respectively, related to an adjustment to the fair value less the cost to sell the 102-bed nursing facility located in Tulsa, Oklahoma, known as Companions Specialized Care Center ("Companions"). We compared the estimated fair value of the assets to their carrying value and recorded an impairment charge for the excess of carrying value over estimated fair value. The assets and liabilities of Companions are included in Assets and Liabilities Held for Sale as of September 30, 2014 (see Note 10 - Discontinued Operations). |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ' | ||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | |||||||||||||||||
There have been no impairment adjustments to intangible assets and goodwill during the three and nine months ended September 30, 2014. Intangible assets consist of the following: | |||||||||||||||||
(Amounts in 000’s) | Bed Licenses (included in property and equipment) | Bed Licenses - Separable | Lease Rights | Total | |||||||||||||
Balances, December 31, 2013 | |||||||||||||||||
Gross | $ | 38,407 | $ | 2,471 | $ | 7,407 | $ | 48,285 | |||||||||
Accumulated amortization | (2,620 | ) | — | (2,518 | ) | (5,138 | ) | ||||||||||
Net carrying amount | $ | 35,787 | $ | 2,471 | $ | 4,889 | $ | 43,147 | |||||||||
Reclass to held for sale | (1,530 | ) | — | — | (1,530 | ) | |||||||||||
Accumulated amortization reclass to held for sale | 68 | — | — | 68 | |||||||||||||
Amortization expense | (924 | ) | — | (635 | ) | (1,559 | ) | ||||||||||
Balances, September 30, 2014 | |||||||||||||||||
Gross | 36,877 | 2,471 | 7,407 | 46,755 | |||||||||||||
— | — | — | — | ||||||||||||||
Accumulated amortization | (3,476 | ) | — | (3,153 | ) | (6,629 | ) | ||||||||||
Net carrying amount | $ | 33,401 | $ | 2,471 | $ | 4,254 | $ | 40,126 | |||||||||
Amortization expense for bed licenses included in property and equipment was approximately $0.3 million and $0.9 million for the three and nine months ended September 30, 2014, respectively, and $0.3 million and $0.9 million for the three and nine months ended 2013. Amortization expense for lease rights was approximately $0.2 million and $0.6 million for the three and nine months ended September 30, 2014, respectively, and $0.2 million and $0.7 million for the three and nine months ended September 30, 2013. | |||||||||||||||||
Expected amortization expense for all definite lived intangibles for each of the years ended December 31 is as follows: | |||||||||||||||||
(Amounts in 000’s) | Bed Licenses | Lease Rights | |||||||||||||||
2014 (a) | $ | 308 | $ | 166 | |||||||||||||
2015 | 1,232 | 667 | |||||||||||||||
2016 | 1,232 | 667 | |||||||||||||||
2017 | 1,232 | 667 | |||||||||||||||
2018 | 1,232 | 667 | |||||||||||||||
Thereafter | 28,165 | 1,420 | |||||||||||||||
Total expected amortization expense | $ | 33,401 | $ | 4,254 | |||||||||||||
(a) Estimated amortization expense for the year ending December 31, 2014 includes only amortization to be recorded after September 30, 2014. | |||||||||||||||||
The following table summarizes the carrying amount of goodwill at September 30, 2014 compared to December 31, 2013: | |||||||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||||||||||
Beginning balances | $ | 5,023 | $ | 5,023 | |||||||||||||
Accumulated impairment losses | (799 | ) | (799 | ) | |||||||||||||
Ending balances | $ | 4,224 | $ | 4,224 | |||||||||||||
The Company does not amortize goodwill or indefinite lived intangibles, which consist of separable bed licenses. |
Accrued_Expenses
Accrued Expenses | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
ACCRUED EXPENSES | ' | ||||||||
ACCRUED EXPENSES | |||||||||
Accrued expenses consist of the following: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Accrued payroll related | $ | 7,359 | $ | 5,204 | |||||
Accrued employee benefits | 3,861 | 3,712 | |||||||
Real estate and other taxes | 1,373 | 1,543 | |||||||
Other accrued expenses | 3,051 | 2,805 | |||||||
Total accrued expenses | $ | 15,644 | $ | 13,264 | |||||
Notes_Payable_and_Other_Debt
Notes Payable and Other Debt | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
NOTES PAYABLE AND OTHER DEBT | ' | |||||||||||
NOTES PAYABLE AND OTHER DEBT | ||||||||||||
Notes payable and other debt consist of the following: | ||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | ||||||||||
Revolving credit facilities and lines of credit (a) | $ | 8,213 | $ | 8,503 | ||||||||
Senior debt - guaranteed by HUD | 18,469 | 4,063 | ||||||||||
Senior debt - guaranteed by USDA | 27,296 | 27,763 | ||||||||||
Senior debt - guaranteed by SBA | 5,774 | 5,954 | ||||||||||
Senior debt - bonds, net of discount (b) | 12,961 | 16,102 | ||||||||||
Senior debt - other mortgage indebtedness (c) | 63,390 | 78,408 | ||||||||||
Other debt | 1,151 | 625 | ||||||||||
Convertible debt issued in 2010, net of discount | — | 6,930 | ||||||||||
Convertible debt issued in 2011 | — | 4,459 | ||||||||||
Convertible debt issued in 2012 | 7,500 | 7,500 | ||||||||||
Convertible debt issued in 2014 | 6,500 | — | ||||||||||
Total | $ | 151,254 | $ | 160,307 | ||||||||
Less: current portion | 45,143 | 26,154 | ||||||||||
Less: portion included in liabilities of disposal group held for sale (a),(c) | 5,197 | — | ||||||||||
Less: portion included in liabilities of variable interest entity held for sale (b) | 5,954 | 6,034 | ||||||||||
Notes payable and other debt, net of current portion | $ | 94,960 | $ | 128,119 | ||||||||
(a) The revolving credit facilities and lines of credit includes $0.2 million related to the outstanding loan entered into in conjunction with the acquisition of the Companions skilled nursing facility in August 2012. | ||||||||||||
(b) The senior debt - bonds, net of discount includes $6.0 million at both September 30, 2014 and December 31, 2013 related to the Company's consolidated variable interest entity, Riverchase Village ADK, LLC, revenue bonds, in two series, issued by the Medical Clinical Board of the City of Hoover in the State of Alabama, which the Company has guaranteed the obligation under such bonds. | ||||||||||||
(c) The senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loan entered into in conjunction with the acquisition of Companions in August 2012. | ||||||||||||
Scheduled Maturities | ||||||||||||
The schedule below summarizes the scheduled maturities as of September 30, 2014 for each of the next five years and thereafter. The 2015 maturities include $0.2 million and $5.0 million, respectively, related to the Companions outstanding loans classified as liabilities of disposal group held for sale and $6.0 million related to the Riverchase bonds classified as liabilities of a variable interest entity held for sale at September 30, 2014. | ||||||||||||
(Amounts in 000’s) | ||||||||||||
2015 | $ | 56,470 | ||||||||||
2016 | 17,865 | |||||||||||
2017 | 14,262 | |||||||||||
2018 | 3,920 | |||||||||||
2019 | 1,989 | |||||||||||
Thereafter | 57,147 | |||||||||||
Subtotal | 151,653 | |||||||||||
Less: unamortized discounts ($190 classified as current) | (399 | ) | ||||||||||
Total notes and other debt | $ | 151,254 | ||||||||||
Debt Covenant Compliance | ||||||||||||
As of September 30, 2014, the Company (including its consolidated variable interest entity) has approximately 37 credit related instruments (credit facilities, mortgage notes, bonds and other credit obligations) outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum EBITDA or EBITDAR, current ratios and tangible net worth requirements. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries comprising less than the Company’s consolidated financial measurements). Some covenants are based on annual financial metric measurements whereas others are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. In recent periods, including as of September 30, 2014, the Company has not been in compliance with certain financial and administrative covenants. For each instance of such non-compliance, the Company has obtained waivers or amendments to such requirements, including as necessary modifications to future covenant requirements or the elimination of certain requirements in future periods. | ||||||||||||
Revolving Credit Facilities and Lines of Credit | ||||||||||||
Gemino-Northwest Credit Facility | ||||||||||||
On May 30, 2013, NW 61st Nursing, LLC (“Northwest”), a wholly-owned subsidiary of the Company, entered into a Credit Agreement (the “Northwest Credit Facility”) with Gemino Healthcare Finance, LLC ("Gemino"). | ||||||||||||
On February 10, 2014, Northwest entered into a letter agreement with Gemino which modified the: (i) Northwest Credit Facility; and (ii) Gemino-Bonterra Credit Facility (described below). The Waiver and Amendment, among other things, adjusted the required: (a) minimum fixed charge coverage ratio; (b) maximum loan turn days; (c) minimum earnings before interest, taxes, depreciation and amortization; and (d) waived certain specified defaults in existence as of the date of the Waiver and Amendment. | ||||||||||||
As of September 30, 2014, $1.5 million was outstanding of the maximum borrowing amount of $1.5 million under the Northwest Credit Facility. | ||||||||||||
Gemino-Bonterra Credit Facility | ||||||||||||
On September 20, 2012, ADK Bonterra/Parkview, LLC ("Bonterra"), a wholly owned subsidiary of the Company, entered into a Second Amendment to the Credit Agreement with Gemino ("Gemino-Bonterra Credit Facility"), which amended the original Credit Agreement dated April 27, 2011 between Bonterra and Gemino. | ||||||||||||
On February 10, 2014, Bonterra entered into a letter agreement with Gemino which modified the: (i) Northwest Credit Facility (described above); and (ii) Gemino-Bonterra Credit Facility. The Waiver and Amendment, among other things, adjusted the required: (a) minimum fixed charge coverage ratio; (b) maximum loan turn days; (c) minimum earnings before interest, taxes, depreciation and amortization; and (d) waived certain specified defaults in existence as of the date of the Waiver and Amendment. | ||||||||||||
As of September 30, 2014, $1.3 million was outstanding of the maximum borrowing amount of $2.0 million under the Gemino-Bonterra Credit Facility. | ||||||||||||
PrivateBank Credit Facility | ||||||||||||
On July 24, 2014, certain wholly-owned subsidiaries of the Company entered into a Fifth Modification Agreement with the PrivateBank and Trust Company ("PrivateBank"), effective July 22, 2014, which modified that certain Loan Agreement, dated September 20, 2012, as amended, the PrivateBank Credit Facility. The modification, among other things: (i) increased the letter of credit amount available under the PrivateBank Credit Facility from $3.5 million to $3.8 million; and (ii) amended certain financial terms under the PrivateBank Credit Facility regarding debt service and interest charges. | ||||||||||||
On September 24, 2014, certain wholly-owned subsidiaries of the Company entered into a Sixth Modification Agreement with PrivateBank, which modified that certain Loan Agreement, dated September 20, 2012, as amended, the PrivateBank Credit Facility. Pursuant to the modification: (i) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $10.6 million to $9.1 million; (ii) three of the Company's subsidiaries and their collateral were released from their obligations under the PrivateBank Credit Facility because one of the entities no longer operates a skilled nursing facility and each of the two remaining released entities have entered into new financing arrangements with the United States Department of Housing and Urban Development ("HUD"), as discussed below; and (iii) amends certain financial terms under the PrivateBank Credit Facility regarding minimum fixed charge coverage ratio. | ||||||||||||
As of September 30, 2014, $4.1 million was outstanding of the maximum borrowing amount of $9.1 million under the | ||||||||||||
PrivateBank Credit Facility, subject to borrowing base limitations. As of September 30, 2014, the Company has $3.8 million of | ||||||||||||
outstanding letters of credit relating to this credit facility. | ||||||||||||
PrivateBank-Woodland Nursing and Glenvue Nursing Credit Facility | ||||||||||||
On September 24, 2014, certain wholly-owned subsidiaries of the Company entered into a Loan and Security Agreement (the “Woodland Nursing and Glenvue Nursing Credit Facility”) with PrivateBank. The Woodland Nursing and Glenvue Nursing Credit Facility provides for a $1.5 million principal amount senior secured revolving credit facility. | ||||||||||||
The Woodland Nursing and Glenvue Nursing Credit Facility matures on September 24, 2017. Interest on the Woodland Nursing and Glenvue Nursing Credit Facility accrues on the principal balance thereof at a rate of interest equal to the greater of: (i) a floating per annum rate of interest equal to the prime rate plus 1.0%; or (ii) 5.0% per annum. The Woodland Nursing and Glenvue Nursing shall also pay to PrivateBank: (i) a one time non-refundable loan fee in the amount of $11,250 and (ii) a fee equal to 0.5% per annum of the unused portion of the Woodland Nursing and Glenvue Nursing Credit Facility. The Woodland Nursing and Glenvue Nursing Credit Facility is secured by a security interest in, without limitation, the accounts receivable and the collections and proceeds thereof relating to the Company’s two skilled nursing facilities located in Springfield, Ohio known as the Eaglewood Care Center and located in Glennville, Georgia known as the Glenview Health and Rehabilitation Center. The Company has unconditionally guaranteed all amounts owing under the Woodland Nursing and Glenvue Nursing Credit Facility. | ||||||||||||
The Woodland Nursing and Glenvue Nursing Credit Facility contains customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants and certain events of bankruptcy and insolvency. Upon the occurrence of an event of default, PrivateBank may terminate the Woodland Nursing and Glenvue Nursing Credit Facility. | ||||||||||||
As of September 30, 2014, $1.1 million was outstanding of the maximum borrowing amount of $1.5 million under the | ||||||||||||
Woodland Nursing and Glenvue Nursing Credit Facility, subject to borrowing base limitations. | ||||||||||||
Senior Debt—Guaranteed by HUD | ||||||||||||
Woodland Credit Facility | ||||||||||||
On September 24, 2014, a wholly owned subsidiary of the Company, entered into a Mortgage and Deed of Trust Agreement (the “Woodland Credit Facility”), with Housing & Healthcare Finance, LLC (“H&H”) in connection with the refinancing of the skilled nursing facility known as Eaglewood Care Center ("Eaglewood"). The Woodland Credit Facility provides for a $5.7 million principal amount secured credit facility. | ||||||||||||
The proceeds from the Woodland Credit Facility were used to pay off an existing credit facility with PrivateBank with respect to the Eaglewood facility in the amount of $4.5 million and the Company received net proceeds of $0.6 million for working capital purposes. | ||||||||||||
The Woodland Credit Facility matures on October 1, 2044. Interest on the Woodland Credit Facility accrues on the principal balance thereof at an annual rate of 3.75%. The Woodland Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Woodland Credit Facility. HUD has insured all amounts owing under the Woodland Credit Facility. The Woodland Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Woodland Credit Facility and all amounts under the Woodland Credit Facility will become immediately due and payable. | ||||||||||||
In connection with entering into the Woodland Credit Facility, Woodland entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. | ||||||||||||
Glenvue Credit Facility | ||||||||||||
On September 24, 2014, a wholly owned subsidiary of the Company, entered into a Mortgage and Deed of Trust Agreement (the “Glenvue Credit Facility”), with H&H in connection with the refinancing of the skilled nursing facility known as Glenvue Health and Rehabilitation ("Glenvue"). The Glenvue Credit Facility provides for an $8.8 million principal amount secured credit facility. | ||||||||||||
The proceeds from the Glenvue Credit Facility were used to pay off an existing credit facility with PrivateBank with respect to the Glenvue facility in the amount of $6.4 million and the Company received net proceeds of $1.8 million for working capital purposes. | ||||||||||||
The Glenvue Credit Facility matures on October 1, 2044. Interest on the Glenvue Credit Facility accrues on the principal balance thereof at an annual rate of 3.75%. The Glenvue Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Glenvue Credit Facility. HUD has insured all amounts owing under the Glenvue Credit Facility. | ||||||||||||
The Glenvue Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Glenvue Credit Facility and all amounts under the Glenvue Credit Facility will become immediately due and payable. | ||||||||||||
In connection with entering into the Glenvue Credit Facility, Glenvue entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. | ||||||||||||
Senior Debt—Bonds, net of Discount | ||||||||||||
Quail Creek | ||||||||||||
In July 2012, a wholly owned subsidiary of AdCare financed the purchase of a skilled nursing facility located in Oklahoma City, Oklahoma known as Quail Creek Nursing & Rehabilitation Center by the assumption of existing indebtedness under that certain Loan Agreement and Indenture of First Mortgage with The Bank of New York Mellon Global Corporate Trust, as assignee of The Liberty National Bank and Trust of that certain Bond Indenture, dated September 1, 1986, as amended as of September 1, 2001. The indebtedness under the Loan Agreement and Indenture consisted of a principal amount of $2.8 million. In July of 2012, the purchase price allocation of fair value totaling $3.2 million was assigned to this indebtedness resulting in a $0.4 million premium that was amortized to maturity. The loan was scheduled to mature in August 2016 and accrued interest at a fixed rate of 10.25% per annum. The loan was secured by the Quail Creek Nursing & Rehabilitation Center. On September 27, 2013, the outstanding principal and accrued interest to the prepayment date in the amount of $3.1 million was deposited into a restricted defeased bonds escrow account. | ||||||||||||
Pursuant to the loan agreement and indenture, the outstanding bonds were prepaid on March 3, 2014 at par plus accrued interest in the amount of $3.1 million from the funds that were previously deposited into a restricted defeased bonds escrow account. | ||||||||||||
Senior Debt - Other Mortgage Indebtedness | ||||||||||||
Northridge, Woodland Hills and Abington | ||||||||||||
On March 28, 2014, the Company entered into a Fourth Amendment to the Secured Loan Agreement and Payment Guaranty with KeyBank National Association ("KeyBank"), which amended the Secured Loan Agreement between the Company and KeyBank (the "KeyBank Credit Facility"). Pursuant to the amendment, among other things: (i) KeyBank waived the failure of certain financial covenants of such subsidiaries regarding fixed charge coverage ratio, implied debt service coverage, and compliance of making a certain sinking fund payment due on March 1, 2014 such that no default or events of default under the KeyBank Credit Facility occurred due to such failure; (ii) modified and amended certain financial covenants regarding the Company’s fixed charge ratio and implied debt service coverage; and (iii) paid down $3.4 million of loan principal from the release of $3.4 million from a certain collateral account. | ||||||||||||
As of September 30, 2014, $12.0 million was outstanding under the KeyBank Credit Facility. The Company has $2.0 million of restricted assets related to this loan. | ||||||||||||
Glenvue | ||||||||||||
On July 17, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with PrivateBank, effective July 2, 2014, which modified that certain Loan Agreement, dated July 2, 2012, as amended, the PrivateBank Loan Agreement. The modification, among other things: (i) extended the maturity date of the PrivateBank Loan Agreement from July 2, 2014 to January 2, 2015; and (ii) amended certain financial terms under the PrivateBank Loan Agreement regarding debt service and interest charges. | ||||||||||||
On September 24, 2014, the PrivateBank Loan Agreement in the outstanding principal amount of $6.4 million was repaid by the proceeds from the Glenvue Credit Facility, noted above, and the Company received net proceeds of $1.8 million for working capital purposes. | ||||||||||||
Woodland Manor | ||||||||||||
On September 24, 2014, that certain Loan Agreement, dated December 30, 2011, with PrivateBank in the outstanding principal amount of $4.5 million was repaid by the proceeds from the Woodland Credit Facility, noted above, and the Company received net proceeds of $0.6 million for working capital purposes. | ||||||||||||
Convertible Debt | ||||||||||||
Subordinated Convertible Promissory Notes Issued in 2010 (the "2010 Notes") | ||||||||||||
During the nine months ended September 30, 2014, holders of the Company's subordinated convertible promissory notes due August 2014 converted approximately $6.9 million of principal and accrued and unpaid interest outstanding under such notes into shares of common stock at a price of $3.73 per share. The Company recognized a $1.8 million loss on extinguishment of debt during the nine months ended September 30, 2014 related to the difference between the conversion price and the market price on the date the subordinated convertible promissory notes were converted into shares of common stock. The schedule below summarizes the note conversions and number of shares of common stock issued for each conversion since inception: | ||||||||||||
Date of conversion | Conversion Price | Shares of Common Stock Issued | Debt and Interest Converted | |||||||||
2011:00:00 | ||||||||||||
July | $ | 4.13 | 18,160 | $ | 75,000 | |||||||
November | $ | 3.92 | 19,132 | 75,000 | ||||||||
Subtotal | 37,292 | $ | 150,000 | |||||||||
2013:00:00 | ||||||||||||
February | $ | 3.73 | 6,635 | $ | 24,749 | |||||||
March | $ | 3.73 | 6,635 | 24,749 | ||||||||
April | $ | 3.73 | 67,024 | 250,000 | ||||||||
August | $ | 3.73 | 284,878 | 1,062,595 | ||||||||
September | $ | 3.73 | 246,264 | 918,553 | ||||||||
October | $ | 3.73 | 448,215 | 1,671,840 | ||||||||
November | $ | 3.73 | 136,402 | 508,778 | ||||||||
December | $ | 3.73 | 82,326 | 307,067 | ||||||||
Subtotal | 1,278,379 | $ | 4,768,331 | |||||||||
2014:00:00 | ||||||||||||
January | $ | 3.73 | 788,828 | $ | 2,942,328 | |||||||
July | $ | 3.73 | 26,810 | 100,000 | ||||||||
August | $ | 3.73 | 1,045,575 | 3,900,000 | ||||||||
Subtotal | 1,861,213 | $ | 6,942,328 | |||||||||
Total | 3,176,884 | $ | 11,860,659 | |||||||||
Subordinated Convertible Promissory Notes Issued in 2011 (the "2011 Notes") | ||||||||||||
On March 28, 2014, certain holders of the 2011 Notes with an aggregate principal amount of $0.4 million surrendered and cancelled such 2011 Notes in payment for 2014 Notes (as discussed and defined below) with an equal principal amount. On March 31, 2014, the Company repaid the remaining outstanding principal amount of $4.0 million for the 2011 Notes plus all interest accrued and unpaid under the 2011 Notes (including those 2011 Notes surrendered and cancelled in payment for 2014 Notes). | ||||||||||||
Subordinated Convertible Promissory Notes Issued in 2014 (the "2014 Notes") | ||||||||||||
The Company entered into Subscription Agreements with certain accredited investors pursuant to which the Company issued and sold, on March 28, 2014, an aggregate of $6.5 million in principal amount of the 2014 Notes. The 2014 Notes bear interest at 10.0% per annum and such interest is payable quarterly in cash in arrears beginning on June 30, 2014. The 2014 Notes mature on April 30, 2015. The 2014 Notes are unsecured and subordinated in right of payment to existing and future senior indebtedness of the Company. | ||||||||||||
At any time on or after the date of issuance of the 2014 Notes, the 2014 Notes are convertible at the option of the holder into shares of the common stock at an initial conversion price equal to $4.50 per share, subject to adjustment for stock dividends, stock splits, combination of shares, recapitalization and other similar events. | ||||||||||||
The Company may prepay at any time, without penalty, upon 60 days prior notice, any portion of the outstanding principal amount and accrued and unpaid interest thereon with respect to any 2014 Note; provided, however, that: (i) the shares of common stock issuable upon conversion of any 2014 Note which is to be so prepaid must be: (a) registered for resale under the Securities Act; or (b) otherwise sellable under Rule 144 of the Securities Act without volume limitations thereunder; and (ii) at any time after the issue date of the 2014 Notes, the volume-weighted average price of the common stock for ten consecutive trading days has equaled or exceeded 105% of the then-current conversion price. | ||||||||||||
In addition, the holders holding a majority of the outstanding principal amount with respect to all the 2014 Notes may require the Company to redeem all or any portion of the 2014 Notes upon a change of control at a redemption price equal to the outstanding principal amount to be redeemed plus all accrued and unpaid interest thereon. Furthermore, upon a change of control, the Company may redeem all or any portion of the 2014 Notes for a redemption price equal to the outstanding principal amount to be redeemed plus all accrued and unpaid interest thereon. | ||||||||||||
Park City Capital Offshore Master, Ltd. (“Park City Offshore”), an affiliate of Michael J. Fox, entered into a Subscription Agreement with the Company pursuant to which the Company issued $1.0 million in principal amount of the 2014 Notes. Mr. Fox is a director of Park City Offshore and a director of the Company and beneficial owner of greater than 5% of the outstanding common stock. The 2014 Note was offered to and sold to Park City Offshore on the same terms and conditions as all other buyers in the offering. | ||||||||||||
Other Debt | ||||||||||||
In March 2014, the Company obtained financing from AON Premium Finance, LLC and entered into Commercial Insurance Premium Finance Security Agreements for several insurance programs, including general and professional liability, property, casualty, crime, and employment practices liability effective January 1, 2014 and maturing on December 31, 2014. The total amount financed was approximately $3.3 million requiring monthly payments of $0.3 million with interest ranging from 2.87% to 4.79%. At September 30, 2014, the outstanding amount was approximately $1.2 million. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
ACQUISITIONS | ' |
ACQUISITIONS | |
On February 15, 2013, the Company entered into a Purchase and Sale Agreement with Avalon Health Care, LLC (“Avalon”) to acquire certain land, buildings, improvements, furniture, vehicles, contracts, fixtures and equipment comprising: (i) a 180-bed skilled nursing facility known as Bethany Health and Rehab; and (ii) a 240-bed skilled nursing facility known as Trevecca Health and Rehab, both located in Nashville, Tennessee. The Company deposited $0.4 million of earnest money escrow deposits in February 2013. On June 1, 2013, the Purchase and Sale Agreement was terminated due to the failure of the transaction to close by May 31, 2013. In connection with the termination of the Purchase and Sale Agreement, the Company was seeking the return of $0.4 million previously deposited earnest money escrow deposits. On August 1, 2013, the Company entered into a settlement agreement regarding the return of the $0.4 million previously deposited earnest money escrow deposits. Pursuant to the agreement, the previously deposited earnest money escrow deposits were released and distributed, $0.3 million to the Company and $0.1 million to Avalon, respectively. | |
The Company incurred acquisition costs of approximately $0.03 million and $0.6 million during the three and nine months ended September 30, 2013, respectively. Acquisition costs are recorded in the “Other Income (Expense)” section of the Consolidated Statements of Operations. There were no acquisition costs during the three and nine months ended September 30, 2014. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
DISCONTINUED OPERATIONS | ' | ||||||||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||
In the fourth quarter of 2012, the Company entered into an agreement to sell six assisted living facilities located in Ohio. The Company also entered into a sublease arrangement in the fourth quarter of 2012 to exit the operations of a skilled nursing facility in Jeffersonville, Georgia. | |||||||||||||||||
On February 28, 2013, the Company completed the sale of the facility known as Lincoln Lodge Retirement Residence and used the proceeds to pay the principal balance of the HUD mortgage note with respect to the facility of $1.9 million. The Company recognized a gain on the sale of approximately $0.1 million and cash proceeds, net of costs and debt payoff, of $0.6 million. | |||||||||||||||||
On May 6, 2013, Hearth & Home of Vandalia, Inc. (the “Vandalia Seller”), a wholly owned subsidiary of the Company, sold to H & H of Vandalia, LLC (the “Vandalia Purchaser”), pursuant to that certain Agreement of Sale, dated October 11, 2012 and amended December 28, 2012 (as amended, the “Ohio Sale Agreement”), between the Company and certain of its subsidiaries, including the Vandalia Seller (together, the “Ohio ALF Sellers”), on the one hand, and CHP Acquisition Company, LLC (“CHP”) on the other hand, certain land, buildings, improvements, furniture, fixtures and equipment comprising the Vandalia facility located in Vandalia, Ohio. CHP had previously assigned its rights in the Ohio Sale Agreement with respect to the Vandalia facility to the Vandalia Purchaser. | |||||||||||||||||
The sale price for the Vandalia facility consisted of, among other items: (i) an assumption, by the Vandalia Purchaser, of a mortgage in an aggregate amount of $3.6 million (the “Vandalia Mortgage”) that secures the Vandalia facility; and (ii) a release of the Vandalia Seller from its obligations to Red Mortgage Capital, LLC (the “Vandalia Mortgagee”) and HUD with respect to the Vandalia Mortgage, pursuant to a release and assumption agreement entered into among the Vandalia Purchaser, the Vandalia Seller, HUD and the Vandalia Mortgagee. In connection with the sale of the Vandalia facility, the Vandalia Seller and Vandalia Purchaser also entered into an assignment and assumption agreement of trust funds and service contracts, containing customary terms and conditions. | |||||||||||||||||
In June 2013, the Company entered into a Release Agreement with CHP amending the terms of the $3.6 million Seller Note issued in the connection with the sale of four of the six Ohio assisted living facilities sold to CHP in the fourth quarter of 2012. In exchange for a reduction in the Vandalia purchase price by $0.4 million, CHP agreed to immediately payoff the Seller Note resulting in a net payment of $3.2 million. Proceeds from the $3.2 million payment were used to fund a $2.0 million increase in collateralized restricted cash required by one of the Company’s lenders and $1.2 million was received by the Company for working capital purposes. The Company recognized a loss on the sale of Vandalia of $0.4 million. | |||||||||||||||||
On June 11, 2013, the Company completed the sale of its former Springfield, Ohio corporate office building which was sold for the approximate net book value. The Company used the proceeds to pay off the principal balance of the mortgage note with respect to the building of approximately $0.1 million. | |||||||||||||||||
On June 12, 2013, the Company executed two sublease agreements to exit the skilled nursing business in Tybee Island, Georgia, effective June 30, 2013, relating to two facilities. During the fourth quarter of 2013, Riverchase, our variable interest entity, entered into a sales listing agreement to sell Riverchase Village, the 105-unit assisted living facility located in Hoover, Alabama, to exit the operations. Riverchase subsequently entered into a purchase sale agreement on April 1, 2014 to sell Riverchase Village but the purchase sale agreement was terminated on August 6, 2014. | |||||||||||||||||
During the first quarter of 2014, the Company executed a representation agreement to sell Companions, a 102-bed skilled nursing facility located in Tulsa, Oklahoma, to exit the operations. On July 1, 2014, the Company entered into an agreement effective July 1, 2014 to sublease a 52-bed skilled nursing facility located in Thomasville, Georgia to a local nursing home operator. | |||||||||||||||||
The results of operations and cash flows for the home health business, the six Ohio assisted living facilities, the Jeffersonville, Georgia skilled nursing facility, the two facilities in Tybee Island, Georgia, the assisted living facility in Hoover, Alabama, the skilled nursing facility in Tulsa, Oklahoma, and the skilled nursing facility in Thomasville, Georgia are reported as discontinued operations in 2014 and 2013. | |||||||||||||||||
The following table summarizes the activity of discontinued operations for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues from discontinued operations | $ | 1,400 | $ | 2,230 | $ | 5,789 | $ | 10,469 | |||||||||
Net loss from discontinued operations | $ | (690 | ) | $ | (696 | ) | $ | (1,531 | ) | $ | (2,998 | ) | |||||
Interest expense, net from discontinued operations | $ | 263 | $ | 258 | $ | 787 | $ | 864 | |||||||||
Loss on disposal of assets from discontinued operations | $ | — | $ | (20 | ) | $ | — | $ | (467 | ) | |||||||
Assets and liabilities of the disposal groups held for sale at September 30, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||||||||||
Property and equipment, net | $ | 5,418 | $ | 400 | |||||||||||||
Other assets | 1,627 | — | |||||||||||||||
Assets of disposal groups held for sale | $ | 7,045 | $ | 400 | |||||||||||||
Mortgage payable | $ | 5,000 | $ | — | |||||||||||||
Line of credit | 197 | — | |||||||||||||||
Liabilities of disposal group held for sale | $ | 5,197 | $ | — | |||||||||||||
Certain assets of Companions have been reclassifed to Assets of disposal group held for use at December 31, 2013, and are shown in the table below. Certain assets of Companions as of September 30, 2014 are included in the Assets of disposal group held for sale in the table above. | |||||||||||||||||
Amounts in (000's) | December 31, 2013 | ||||||||||||||||
Property and equipment, net | $ | 5,135 | |||||||||||||||
Assets of disposal group held for use | $ | 5,135 | |||||||||||||||
Assets and liabilities of the variable interest entity held for sale at September 30, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
Amounts in (000's) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Property and equipment, net | $ | 5,893 | $ | 5,893 | |||||||||||||
Other assets | $ | 1 | $ | 52 | |||||||||||||
Assets of variable interest entity held for sale | $ | 5,894 | $ | 5,945 | |||||||||||||
Bonds payable | $ | 5,954 | $ | 6,034 | |||||||||||||
Liabilities of variable interest entity held for sale | $ | 5,954 | $ | 6,034 | |||||||||||||
Preferred_Stock_and_Stockholde
Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
PREFERRED STOCK AND STOCKHOLDERS' EQUITY | ' |
PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | |
Preferred Stock Offerings | |
On October 28, 2013, the Company sold 500,000 shares of its Series A Preferred Stock at $25 per share in a registered public offering. The Company received proceeds from the offering of $11.3 million after deducting underwriting discounts and other offering-related expenses of $1.2 million. The liquidation preference of the Series A Preferred Stock is $25 per share. Cumulative dividends accrue and are paid in the amount of $2.72 per share each year, which is equivalent to 10.875% of the $25 liquidation preference per share. The dividend rate may increase under certain circumstances. | |
On November 7, 2012, the Company sold 450,000 shares of its Series A Preferred Stock offered at $23 per share in a registered public offering. The Company received proceeds from the offering of $9.2 million after deducting underwriting discounts and other offering-related expenses of $1.2 million. The liquidation preference of the Series A Preferred Stock is $25 per share. Cumulative dividends accrue and are paid in the amount of $2.72 per share each year, which is equivalent to 10.875% of the $25 liquidation preference per share. The dividend rate may increase under certain circumstances. | |
Holders of the Series A Preferred Stock generally have no voting rights but have limited voting rights under certain circumstances. The Company may not redeem the Series A Preferred Stock before December 1, 2017, except the Company is required to redeem the Series A Preferred Stock following a "Change of Control," as defined in the Company's Articles of Incorporation. On and after December 1, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25 per share, plus any accrued and unpaid dividends to the redemption date. | |
The change-in-control provision requires the Series A Preferred Stock to be classified as temporary equity because, although deemed a remote possibility, a purchaser could acquire a majority of the voting power of the outstanding common stock without company approval, thereby triggering redemption. FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, requires classification outside of permanent equity for redeemable instruments for which the redemption triggers are outside of the issuer’s control. The assessment of whether the redemption of an equity security could occur outside of the issuer’s control is required to be made without regard to the probability of the event or events that may result in the instrument becoming redeemable. |
Stock_Based_Compensation
Stock Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||||||||
STOCK BASED COMPENSATION | |||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company recognized stock-based compensation as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Employee compensation: | |||||||||||||||||
Stock options | $ | 88 | $ | 55 | $ | 277 | $ | 343 | |||||||||
Employee warrants | 43 | 31 | 133 | 90 | |||||||||||||
Management restricted stock | 10 | 2 | 112 | 19 | |||||||||||||
Total employee stock-based compensation expense | $ | 141 | $ | 88 | $ | 522 | $ | 452 | |||||||||
Non-employee compensation | |||||||||||||||||
Board restricted stock | $ | 42 | $ | 67 | $ | 268 | $ | 201 | |||||||||
Board stock options | 61 | 26 | 182 | 79 | |||||||||||||
Subtotal non-employee stock-based compensation expense | $ | 103 | $ | 93 | $ | 450 | $ | 280 | |||||||||
Amortization of prepaid services | — | 5 | 11 | 5 | |||||||||||||
Total non-employee stock-based compensation expense | $ | 103 | $ | 98 | $ | 461 | $ | 285 | |||||||||
Total stock-based compensation expense | $ | 244 | $ | 186 | $ | 983 | $ | 737 | |||||||||
Stock Incentive Plans | |||||||||||||||||
The Company has three equity-based compensation plans: the AdCare Health Systems, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), the 2005 Stock Option Plan of AdCare Health Systems, Inc. (the “2005 Plan”) and the 2004 Stock Option Plan of AdCare Health Systems, Inc. (the “2004 Plan”) which provide for the granting of qualified incentive and non-qualified stock options to employees, directors, consultants and advisors. The 2011 Plan also permits the granting of restricted stock to employees, directors, consultants and advisors. The awards are subject to a vesting schedule as set forth in each individual agreement. The Company intends to use only the 2011 Plan to make future grants. The 2004 Plan expired on March 31, 2014. The number of options under the 2005 Plan outstanding at September 30, 2014 was 16,014. The maximum number of shares of common stock which can be issued under the 2011 Plan is 2,152,500 at September 30, 2014. | |||||||||||||||||
The fair value of options and warrants granted by the Company is estimated on the date of grant using the Black-Scholes-Merton option-pricing model which uses assumptions for expected volatility, expected dividend yield, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of the common stock. The term of employee options and warrants granted is based on historical exercises of employee options and warrants. The term of non-employee warrants is based on the term of the associated contract. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term as described. | |||||||||||||||||
The assumptions used in calculating the fair value of employee common stock options and warrants granted during the nine months ended September 30, 2014 and 2013, using the Black-Scholes-Merton option-pricing model are set forth in the following table: | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 51 | % | 60 | % | |||||||||||||
Expected life (in years) | 5.2 | 5.2 | |||||||||||||||
Expected dividend yield | — | — | |||||||||||||||
Risk-free interest rate | 1.73 | % | 0.71 | % | |||||||||||||
The weighted-average grant date fair value for options granted during the nine months ended September 30, 2014 was approximately $1.95. | |||||||||||||||||
The assumptions used in calculating the fair value of non-employee common stock options and warrants granted during the nine months ended September 30, 2014 and 2013, using the Black-Scholes-Merton option-pricing model are set forth in the following table: | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 51 | % | n/a | ||||||||||||||
Expected life (in years) | 5 | n/a | |||||||||||||||
Expected dividend yield | — | n/a | |||||||||||||||
Risk-free interest rate | 1.74 | % | n/a | ||||||||||||||
The weighted-average grant date fair value for warrants granted during the nine months ended September 30, 2014 was approximately $1.79. | |||||||||||||||||
Employee Common Stock Options | |||||||||||||||||
Activity with respect to employee stock options is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (in 000’s) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,804 | $ | 4.54 | ||||||||||||||
Granted | 55 | $ | 4.23 | ||||||||||||||
Exercised | (115 | ) | $ | 3.71 | |||||||||||||
Unvested options forfeited or cancelled | (411 | ) | $ | 4.24 | |||||||||||||
Vested options expired | (189 | ) | $ | 4.37 | |||||||||||||
Outstanding, September 30, 2014 | 1,144 | $ | 4.74 | 7.2 | $ | 604 | |||||||||||
Vested at September 30, 2014 | 675 | $ | 5.2 | 6.5 | $ | 295 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 1,063 | $ | 4.79 | 7.1 | $ | 554 | |||||||||||
(a) Includes forfeiture adjusted unvested shares. | |||||||||||||||||
Total unrecognized compensation expense related to non-vested stock options at September 30, 2014 was approximately $0.6 million and is expected to be recognized over a weighted-average period of 1.7 years. | |||||||||||||||||
The following summary information reflects stock options outstanding, vested and expected to vest, and related details as of September 30, 2014: | |||||||||||||||||
Stock Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number Outstanding (000's) | Weighted Average Remaining Contractual Term (in years) | Weighted Average Exercise Price | Vested and Expected to Vest (000's) | Weighted Average Exercise Price | ||||||||||||
$1.30 | 16 | 1.1 | $ | 1.3 | 16 | $ | 1.3 | ||||||||||
$1.31 - $3.99 | 323 | 5.3 | $ | 3.93 | 305 | $ | 3.93 | ||||||||||
$4.00 - $4.30 | 450 | 8.5 | $ | 4.12 | 395 | $ | 4.12 | ||||||||||
$4.31 - $4.99 | 40 | 8.7 | $ | 4.51 | 32 | $ | 4.52 | ||||||||||
$5.00 - $7.62 | 315 | 7.3 | $ | 6.67 | 315 | $ | 6.67 | ||||||||||
Total | 1,144 | 7.2 | $ | 4.74 | 1,063 | $ | 4.79 | ||||||||||
Employee Common Stock Warrants | |||||||||||||||||
Activity with respect to employee common stock warrants is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (in 000’s) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,876 | $ | 3.09 | ||||||||||||||
Granted | — | $ | — | ||||||||||||||
Exercised | (30 | ) | $ | 2.54 | |||||||||||||
Unvested warrants forfeited or cancelled | — | $ | — | ||||||||||||||
Vested warrants expired | — | $ | — | ||||||||||||||
Outstanding, September 30, 2014 | 1,846 | $ | 3.1 | 4.1 | $ | 3,112 | |||||||||||
Vested at September 30, 2014 | 1,694 | $ | 2.94 | 3.8 | $ | 3,073 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 1,836 | $ | 3.09 | 4.1 | $ | 3,111 | |||||||||||
(a) Includes forfeiture adjusted unvested shares. | |||||||||||||||||
Total unrecognized compensation expense related to non-vested employee stock warrants at September 30, 2014, was approximately $0.2 million and is expected to be recognized over a weighted-average period of 1.4 years. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
Activity with respect to restricted stock is summarized as follows: | |||||||||||||||||
Number of Shares (000's) | Weighted Avg. | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested at December 31, 2013 | 314 | $ | 3.31 | ||||||||||||||
Granted | — | $ | — | ||||||||||||||
Vested | (10 | ) | $ | 4.34 | |||||||||||||
Forfeited | — | $ | — | ||||||||||||||
Unvested at September 30, 2014 | 304 | $ | 3.28 | ||||||||||||||
Total unrecognized compensation expense related to non-vested restricted stock at September 30, 2014, was approximately $0.2 million and is expected to be recognized over a weighted-average period of 1.0 years. | |||||||||||||||||
Non-employee Common Stock Warrants | |||||||||||||||||
The Company grants common stock warrants in connection with equity share purchases by investors as an additional incentive for providing long-term equity capital to the Company and as additional compensation to consultants and advisors. The warrants are granted at negotiated prices in connection with the equity share purchases and at the market price of the common stock in other instances. The warrants have been issued for terms between two and ten years. | |||||||||||||||||
On March 28, 2014, the Company issued to the placement agents in the Company’s offering of the 2014 Notes, as partial compensation for serving as placement agents in such offering, five-year warrants to purchase an aggregate of 48,889 shares of common stock at an exercise price of $4.50 per share. The exercise price of the warrants is subject to certain anti-dilution adjustments. The warrants were issued, and the shares of common stock issuable upon exercise of the warrants will be issued, without registration under the Securities Act in reliance upon the exemption from registration set forth in Rule 506(b) of Regulation D promulgated pursuant to Section 4(a)(2) of the Securities Act. The Company based such reliance upon representations made by the placement agents to the Company regarding lack of general solicitation and the placement agents’ investment intent, sophistication and status as an “accredited investor,” as defined in Regulation D, among other things. | |||||||||||||||||
Activity with respect to non-employee common stock warrants is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (000's) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,989 | $ | 3.84 | ||||||||||||||
Granted | 49 | $ | 4.5 | ||||||||||||||
Exercised | (897 | ) | $ | 3.62 | |||||||||||||
Unvested warrants forfeited or cancelled | — | $ | — | ||||||||||||||
Vested warrants expired | (325 | ) | $ | 4.51 | |||||||||||||
Outstanding, September 30, 2014 | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
Vested at September 30, 2014 | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
(a) Includes forfeiture adjusted unvested shares. | |||||||||||||||||
The table below reflects the outstanding options and warrants by exercise price: | |||||||||||||||||
Options (000's) | Employee Warrants (000's) | Non-employee Warrants (000's) | Exercise Price | ||||||||||||||
203 | $ | 1.04 | |||||||||||||||
16 | $ | 1.3 | |||||||||||||||
13 | $ | 1.73 | |||||||||||||||
199 | $ | 1.93 | |||||||||||||||
222 | $ | 2.57 | |||||||||||||||
212 | $ | 2.59 | |||||||||||||||
222 | $ | 3.43 | |||||||||||||||
116 | $ | 3.46 | |||||||||||||||
276 | $ | 3.75 | |||||||||||||||
50 | $ | 3.8 | |||||||||||||||
548 | $ | 3.81 | |||||||||||||||
32 | $ | 3.86 | |||||||||||||||
191 | 105 | $ | 3.93 | ||||||||||||||
100 | 85 | $ | 3.96 | ||||||||||||||
20 | $ | 4.05 | |||||||||||||||
272 | $ | 4.06 | |||||||||||||||
55 | $ | 4.08 | |||||||||||||||
57 | $ | 4.11 | |||||||||||||||
101 | $ | 4.3 | |||||||||||||||
116 | $ | 4.32 | |||||||||||||||
15 | $ | 4.33 | |||||||||||||||
16 | $ | 4.37 | |||||||||||||||
49 | $ | 4.5 | |||||||||||||||
105 | $ | 4.58 | |||||||||||||||
25 | $ | 4.61 | |||||||||||||||
105 | $ | 5.71 | |||||||||||||||
70 | $ | 5.9 | |||||||||||||||
105 | $ | 6.67 | |||||||||||||||
105 | $ | 7.62 | |||||||||||||||
1,144 | 1,846 | 816 | |||||||||||||||
Variable_Interest_Entities
Variable Interest Entities | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ' | ||||||||
VARIABLE INTEREST ENTITY | ' | ||||||||
VARIABLE INTEREST ENTITY | |||||||||
As further described in Note 14 to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Company has one variable interest entity that is required to be consolidated because AdCare has control as primary beneficiary. A “primary beneficiary” is the party that has both of the following characteristics: (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 losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. | |||||||||
On June 22, 2013, the Company and Riverchase Village ADK, LLC ("Riverchase"), an entity which is owned and controlled by Christopher Brogdon (the Company’s Vice Chairman and a greater than 5% beneficial owner of the common stock) and which is our VIE, agreed to mutually terminate the five-year management agreement, dated June 22, 2010, pursuant to which a subsidiary of the Company supervised the management of the Riverchase Village facility, a 105-bed assisted living facility located in Hoover, Alabama and owned by Riverchase, for a monthly fee equal to 5% of the monthly gross revenues of the Riverchase Village facility. | |||||||||
During the fourth quarter of 2013, Riverchase entered into a sales listing agreement to sell the Riverchase Village facility. On April 1, 2014, Riverchase entered into a purchase and sale agreement to sell the Riverchase Village facility to a third-party purchaser; however, the agreement was terminated on August 6, 2014. | |||||||||
On March 3, 2014, the Company and certain of its subsidiaries entered into a letter agreement, dated as of February 28, 2014 (the "Letter Agreement"), with Mr. Brogdon and entities controlled by Mr. Brogdon, which: (i) amended the Company's previously-existing option to acquire all of the issued and outstanding membership interests in Riverchase until June 22, 2015; and (ii) reduced the purchase price for the exercise of such option to $1.00. Furthermore, the Letter Agreement provides that, upon the closing of the sale of the Riverchase Village facility to an arms-length third party purchaser, regardless of whether the Company has exercised its option to purchase Riverchase, the net sales proceeds from such sale shall be distributed as follows: (a) one-half of the net sales proceeds will be paid to the Company; (b) the remaining net sales proceeds will be paid to the Company to satisfy the outstanding principal balance and interest (if any) then due under the promissory note issued by Mr. Brogdon in favor of the Company with an original principal amount of $523,663, with such payment to be applied in the order of scheduled amortization under the note; and (c) the balance of net sales proceeds will be paid to the Company. | |||||||||
On May 15, 2014, the Company and certain of its subsidiaries entered into an Amendment to the Letter Agreement (the "Letter Agreement First Amendment"), pursuant to which the Company agreed to pay $92,323 (the "Tax Payment") to the appropriate governmental authorities of Jefferson County, Alabama, such amount representing outstanding real property taxes due on the Riverchase Village facility. The Company determined that it was in its best interest to make the Tax Payment in order to preserve the Company's interest in the sale of the Riverchase Village facility. In connection with the Tax Payment, the parties also agreed to amend and restate the promissory note issued by Mr. Brogdon in favor of the Company to reflect a new principal amount of $615,986, which amount represents the original principal amount of the note plus the Tax Payment. Furthermore, the Letter Agreement First Amendment amended the Letter Agreement to provide that, if the closing of the sale of the Riverchase Village facility does not occur on or before December 31, 2014, then a payment of principal under the amended and restated promissory note equal to the Tax Payment will be due and payable to the Company on or before January 31, 2015. | |||||||||
The note issued by Mr. Brogdon in favor of the Company was further amended and restated on October 10, 2014 to: (i) reduce the principal amount of the note by an amount equal to the Tax Payment plus $255,000, which represents an offset of amounts owed by the Company to Mr. Brogdon under his Consulting Agreement; and (ii) provide that the net sales proceeds from any sale of the Riverchase Village facility shall be first distributed to satisfy amounts outstanding under the promissory note issued by Riverchase in favor of the Company on October 10, 2014. The current principal balance of the promissory note issued by Mr. Brogdon in favor of the Company is $268,663. See "Note 15. Related Party Transactions" and "Note 16. Subsequent Events". | |||||||||
The following summarizes the assets and liabilities of the variable interest entity included in the consolidated balance sheets: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Cash | $ | 2 | $ | 11 | |||||
Accounts receivable | — | 92 | |||||||
Assets of variable interest entity held for sale | 5,894 | 5,945 | |||||||
Other assets | 347 | 371 | |||||||
Total assets | $ | 6,243 | $ | 6,419 | |||||
Accounts payable | $ | 1,919 | $ | 1,791 | |||||
Accrued expenses | 552 | 228 | |||||||
Liabilities of variable interest entity held for sale | 5,954 | 6,034 | |||||||
Noncontrolling interest | (2,182 | ) | (1,634 | ) | |||||
Total liabilities and equity | $ | 6,243 | $ | 6,419 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Regulatory Matters | |
Laws and regulations governing federal Medicare and state 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 including fines, penalties, and exclusion from certain governmental programs. The Company believes that it is in compliance in all material respects with all applicable laws and regulations. | |
A significant portion of the Company’s revenue is derived from Medicaid and Medicare, for which reimbursement rates are subject to regulatory changes and government funding restrictions. Any significant future change to reimbursement rates could have a material effect on the Company’s operations. | |
Operating Leases | |
The Company leases certain office space and nine skilled nursing facilities under non-cancelable operating leases, most of which have initial lease terms of ten to twelve years with rent escalation clauses and provisions for payments by the Company of real estate taxes, insurance and maintenance costs. Facility rent expense totaled $1.7 million and $5.1 million for the three and nine months ended September 30, 2014, respectively, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2013, respectively. | |
Five of the Company’s skilled nursing facilities are operated under a single master indivisible lease arrangement. The lease has a term of 10 years ending in 2020. Under the master lease, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with regulations or governmental authorities, such as Medicare and Medicaid provider requirements, is a default under the master lease agreement. In addition, other potential defaults related to an individual facility may cause a default under the master lease agreement. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The Company is not aware of any defaults and believes it is in compliance with the covenants of the master lease agreement as of September 30, 2014. | |
Two of the Company’s skilled nursing facilities are operated under a separate lease agreement. The lease is a single indivisible lease; therefore, a breach at a single facility could subject the second facility to the same default risk. The lease has a term of 12 years ending in 2022 and includes covenants and restrictions. A commitment is included that requires minimum capital expenditures of $375 per licensed bed per lease year at each facility, which amounts to $0.1 million per year for both facilities. As of September 30, 2014, the Company believes it is in compliance with all financial and administrative covenants of this lease agreement. | |
On July 1, 2014, a certain wholly-owned subsidiary of the Company entered into an agreement to sublease one of its skilled nursing and rehabilitation facilities located in south Georgia to a local nursing home operator. The sublease has a term of six years ending 2020. | |
On September 22, 2014, as part of the Company's ongoing strategic plan to transition from an owner and operator of healthcare facilities to a healthcare property holding and leasing company, two certain wholly-owned subsidiaries of the Company entered into an agreement to lease two of its skilled nursing and rehabilitation facilities in Alabama to a local nursing home operator effective November 1, 2014. Under the terms of the triple net lease agreements, the lessee will be responsible for day-to-day management, ongoing maintenance and facility improvements. The leases have a term of five years and may be extended for one separate renewal term of five years. | |
Legal Matters | |
The skilled nursing business involves a significant risk of liability due to the age and health of the Company’s patients and residents and the services the Company provides. The Company and others in the industry are subject to an increasing number of claims and lawsuits, including professional liability claims, which may allege that services have resulted in personal injury, elder abuse, wrongful death or other related claims. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. | |
In addition to the potential lawsuits and claims described above, the Company is also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payer. A violation may provide the basis for exclusion from federally funded healthcare programs. As of September 30, 2014, the Company does not have any material loss contingencies recorded or requiring disclosure based upon the evaluation of the probability of loss from known claims, except as disclosed below. | |
On June 24, 2013, South Star Services, Inc. (“SSSI”), Troy Clanton and Rose Rabon (collectively, the “Plaintiffs”) filed a complaint in the District Court of Oklahoma County, State of Oklahoma against: (i) AdCare, certain of its wholly owned subsidiaries and AdCare’s former Chief Executive Officer (collectively, the “AdCare Defendants”); (ii) Christopher Brogdon and his wife; and (iii) five entities controlled by Mr. and Mrs. Brogdon, which entities own five skilled-nursing facilities located in Oklahoma (the “Oklahoma Owners”) that were previously managed by an AdCare subsidiary (the "Oklahoma Facilities"). The complaint alleges, with respect to the AdCare Defendants, that: (i) the AdCare Defendants tortuously interfered with contractual relations between the Plaintiffs and Mr. Brogdon, and with Plaintiffs’ prospective economic advantage, relating to SSSI’s right to manage the Oklahoma Facilities and seven other skilled-nursing facilities located in Oklahoma (collectively, the “Facilities”), respectively; (ii) the AdCare Defendants fraudulently induced the Plaintiffs to perform work and incur expenses with respect to the Facilities; and (iii) one of the AdCare subsidiaries which is an AdCare Defendant provided false and defamatory information to an Oklahoma regulatory authority regarding SSSI’s management of one of the Oklahoma Facilities. The complaint seeks damages against the AdCare Defendants, including punitive damages, in an unspecified amount, as well as costs and expenses, including reasonable attorney fees. On March 7, 2014, the Plaintiffs filed an amended complaint in which they alleged additional facts regarding the alleged fraudulent inducement caused by Mr. and Mrs. Brogdon and the AdCare Defendants. On April 4, 2014, the Company responded to the amended complaint and filed a motion to dismiss the case and is waiting on a decision by the court. The trial is scheduled to begin in April 2015. The Company believes that the complaint is without merit and intends to vigorously defend itself against the claims set forth therein. | |
On October 2, 2013, the Company responded to certain letters received from Georgia Department of Community Health ("GDCH") in September 2013 requesting payment of past due provider fees totaling $1.2 million for certain nursing facilities for periods prior to the Company's operation of the facilities. The Company received a final determination from GDCH in April 2014 confirming the Company was responsible for the payment of approximately$0.1 million relating to these past due provider fees. The Company paid these past due provider fees in the second quarter of 2014. | |
On March 7, 2014, the Company responded to a letter received from the Ohio Attorney General ("OAG") dated February 25, 2014 demanding repayment of approximately $1.0 million as settlement for alleged improper Medicaid payments related to seven Ohio facilities affiliated with the Company. The OAG alleged that the Company had submitted improper Medicaid claims for independent laboratory services for glucose blood tests and capillary blood draws. The Company intends to defend itself against the claims. The Company has not recorded a liability for this matter because the liability, if any, and outcome can not be determined at this time. | |
As of September 30, 2014, the Company is owed approximately $1.2 million from a prior owner of a certain 118-bed skilled nursing facility located in Oklahoma City, Oklahoma and has submitted the matter to a commercial arbitrator in order to resolve the issue. On October 30, 2014, the Company and the prior owner entered into a settlement agreement. The Company has not recorded a reserve against this receivable because the Company believes the amount will be collected. | |
Income Tax Examination | |
In early 2014, the Internal Revenue Service ("IRS") initiated an examination of the Company's income tax return for the 2011 income tax year. On May 7, 2014, the IRS completed and closed the examination and no changes were required to the Company's 2011 income tax return. To the Company's knowledge, it is not currently under examination by any other major income tax jurisdiction. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |
Sep. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
RELATED PARTY TRANSACTIONS | ' | |
RELATED PARTY TRANSACTIONS | ||
Purchase Agreement - Riverchase | ||
On April 1, 2014, Riverchase entered into a purchase and sale agreement to sell the Riverchase Village facility to a third-party purchaser; however, the agreement was terminated on August 6, 2014. | ||
Consulting Agreement | ||
On May 6, 2014, the Company and Mr. Brogdon entered into an Amendment to Consulting Agreement (the "Amended Consulting Agreement"), which amended that certain Consulting Agreement, dated December 31, 2012, between the Company and Mr. Brogdon (the "Original Consulting Agreement"), to restructure amounts payable to Mr. Brogdon thereunder. As compensation for his services under the Original Consulting Agreement, Mr. Brogdon was entitled to receive: (i) $10,000 per month in year one of the agreement; (ii) $15,000 per month in year two of the agreement; and (iii) $20,000 per month in year three of the agreement. The Amended Consulting Agreement eliminated the monthly payments to Mr. Brogdon and instead provides for an aggregate consulting fee equal to $400,000 (the "Consulting Fee"), paid or payable as described below: | ||
• | Under the Amended Consulting Agreement, Mr. Brogdon is entitled to receive a success fee of $25,000 (increased from $20,000 under the Original Consulting Agreement) for each potential acquisition identified by Mr. Brogdon which the Company completes (the “Success Fee”); provided, however, that the Success Fee shall not exceed $160,000 in any calendar year without a majority vote of the Board of Directors. | |
• | The fee originally payable to Mr. Brogdon upon termination of the Original Consulting Agreement without cause (approximately $550,000 for such termination prior to a change of control and approximately $1.1 million for such termination within six months after a change of control) was eliminated in the Amended Consulting Agreement. Instead, Mr. Brogdon will receive a fee of $500,000 if a change of control occurs on or before May 1, 2015 (the “Change of Control Fee”) and the Amended Consulting Agreement has not been earlier terminated. If a change of control occurs after May 1, 2015, then no Change of Control Fee is payable. The Amended Consulting Agreement will terminate immediately upon a change of control and the unpaid portion of the Consulting Fee, any accrued and unpaid Success Fee and Change of Control Fee (if applicable) will be paid to Mr. Brogdon upon the closing of the change of control. | |
On May 6, 2014, the Company paid a one-time payment of $100,000 in respect to the Consulting Fee, with the remainder of the Consulting Fee payable in monthly payments of $15,000, commencing June 1, 2014, until paid in full. The Amended Consulting Agreement also provided that, notwithstanding the foregoing, if the Riverchase Village facility (which is owned by an entity which is owned and controlled by Mr. Brogdon and that is our VIE) was sold prior to September 1, 2014, then the amount of the unpaid Consulting Fee would be reduced by (and offset against) the aggregate principal balance owed by Mr. Brogdon to the Company under the promissory note executed by Mr. Brogdon in favor of the Company, with any remaining balance of the Consulting Fee owed to Mr. Brogdon to be paid in cash at closing. However, because the sale of the Riverchase Village facility was not completed prior to September 1, 2014, the balance of the Consulting Fee owed to Mr. Brogdon by the Company in the amount of $255,000 was offset against the remaining amount owed by Mr. Brogdon to the Company under the promissory note, thereby reducing the principal amount of the promissory note to $268,663. See "Note 13. Variable Interest Entity" and "Note 16. Subsequent Events". | ||
Termination of Sublease | ||
On May 6, 2014, ADK Administrative Property, LLC, a wholly owned subsidiary of the Company (“ADK Admin”), and Winter Haven Homes, Inc. (“Winter Haven”), an entity controlled by Mr. Brogdon, entered into a Sublease Termination Agreement, pursuant to which ADK Admin and Winter Haven terminated, effective as of May 31, 2014, that certain Sublease Agreement between them dated as of May 1, 2011. Pursuant to the Sublease Agreement, ADK Admin subleased from Winter Haven certain office space located at Two Buckhead Plaza, Atlanta, Georgia, with rent of approximately $5,000 payable monthly through November 2018. The sublease termination agreement terminated, as of May 31, 2014, all obligations of ADK Admin under the Sublease Agreement, including all obligations to pay rent. Winter Haven agreed to the termination of the sublease agreement in consideration for a portion of the amounts payable to Mr. Brogdon pursuant to the Amended Consulting Agreement. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the Securities and Exchange Commission. The following is a summary of the material subsequent events. | |
Debt Modifications | |
On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with Red Mortgage Capital, LLC ("Red") and the Secretary of Urban Housing and Development ("Secretary") which modified that certain Loan Agreement, dated July 29, 2008. The modification, among other things: (i) reduces the rate of interest therein provided from 6.50% per annum to 4.20% per annum, effective as of November 1, 2014; (ii) revises the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modifies the prepayment provision of the loan. | |
On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with | |
Red and the Secretary which modified that certain Loan Agreement, dated November 27, 2007. The modification, among other things: (i) reduces the rate of interest therein provided from 5.95% per annum to 4.16% per annum, effective as of November 1, 2014; (ii) revises the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modifies the prepayment provision of the loan. | |
Second Amendment to Letter Agreement | |
On October 10, 2014, AdCare and certain of its subsidiaries entered into a second amendment to the Letter Agreement (the "Letter Agreement Second Amendment"), with Mr. Brogdon and entities controlled by Mr. Brogdon, pursuant to which the Company reduced the principal amount of the note issued by Mr. Brogdon by the amount equal to $92,323 (which represents the amount of the Tax Payment) plus $255,000 (which represents an offset of amounts owed by the Company to Mr. Brogdon under the Amended Consulting Agreement). As described below under the caption "Riverchase", the principal amount of the note was reduced by the amount of the Tax Payment because a new promissory note was issued by Riverchase in favor of the Company that included such amount owed. The principal balance of the promissory note issued by Mr. Brogdon in favor of the Company is currently $268,663. See "Note 13. Variable Interest Entity" and "Note 15. Related Party Transactions". | |
Riverchase | |
The Company is a guarantor of Riverchase’s obligations with respect to certain revenue bonds (the "Bonds") issued by the City of Hoover in connection with the Riverchase Village facility, and in order to preserve the Company's interest in the sale of the Riverchase Village facility, the company made a payment in the amount of $85,000 (the "Principal Obligation") on behalf of Riverchase with respect to its obligations under the Bonds. On October 10, 2014, Riverchase issued a promissory note in favor of the Company in the principal amount of $177,323, which represents the amount of Tax Payment plus the Principal Obligation. The note does not bear interest and is due upon the closing of the sale of the Riverchase Village facility. | |
The Letter Agreement Second Amendment amended the Letter Agreement to provide that upon the closing of the sale of the Riverchase Village facility to a third party purchaser, the net sales proceeds from such sale shall be distributed so that any net sales proceeds shall first be paid to the Company to satisfy the $177,323 amount outstanding under the note issued by Riverchase to the Company. See "Note 13. Variable Interest Entity". | |
Lumber City | |
On October 22, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sublease one of its skilled nursing and rehabilitation facilities located in Lumber City, Georgia to a local nursing home operator commencing on November 1, 2014. | |
Dublin | |
On October 22, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sublease one of its skilled nursing and rehabilitation facilities located in Dublin, Georgia to a local nursing home operator commencing on November 1, 2014. | |
Ohio | |
On October 29, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sublease one of its assisted living facilities located in Springfield, Ohio to a local nursing home operator commencing on December 1, 2014. | |
On October 29, 2014, a wholly-owned subsidiary of the Company entered into an agreement to lease one of its skilled nursing and rehabilitation facilities located in Sidney, Ohio to a local nursing home operator commencing on the first day of the month after lessee's receipt (i) of all licenses and other approvals from the State of Ohio to operate the facility and (ii) approval of the lease by the United States Department of Housing and Urban Development. | |
On October 29, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sublease one of its skilled nursing and rehabilitation facilities located in Covington, Ohio to a local nursing home operator commencing on the first day of the month after sublessee's receipt (i) of all licenses and other approvals from the State of Ohio to operate the facility and (ii) approval of the lease by the United States Department of Housing and Urban Development. | |
On October 29, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sub-sublease one of its skilled nursing and rehabilitation facilities located in Springfield, Ohio to a local nursing home operator commencing on the first day of the month after sublessee's receipt (i) of all licenses and other approvals from the State of Ohio to operate the facility and (ii) approval of the lease by the United States Department of Housing and Urban Development. | |
On October 29, 2014, a wholly-owned subsidiary of the Company entered into an agreement to sublease one of its skilled nursing and rehabilitation facilities located in Greenfield, Ohio to a local nursing home operator commencing on the first day of the month after sublessee's receipt (i) of all licenses and other approvals from the State of Ohio to operate the facility and (ii) approval of the lease by the United States Department of Housing and Urban Development. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three and nine months ended September 30, 2014 and 2013, are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2013, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. | |
You should read these consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2013 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission ("SEC") on March 31, 2014. | |
The Company operates in one business segment. These statements include the accounts of AdCare Health Systems, Inc. and its controlled subsidiaries. Controlled subsidiaries include AdCare’s majority owned subsidiaries and one variable interest entity (a "VIE") in which AdCare has control as primary beneficiary. All inter-company accounts and transactions were eliminated in the consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of derivative instruments, fair value of employee and nonemployee stock based awards, and valuation of goodwill and other long-lived assets. Actual results could differ materially from those estimates. | |
Reclassifications | ' |
Reclassifications | |
Certain items previously reported in the consolidated financial statement captions have been reclassified to conform to the current financial statement presentation with no effect on the Company’s consolidated financial position or results of operations. These reclassifications did not affect total assets, total liabilities, or stockholders’ equity. Reclassifications were made to September 30, 2013 Consolidated Statements of Operations to reflect the same facilities in discontinued operations for both periods presented. | |
Revenue Recognition and Patient Care Receivables | ' |
. | |
Revenue Recognition and Patient Care Receivables | |
The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to residents and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. | |
Revenue from the Medicaid and Medicare programs accounted for 83.5% and 83.9% of the Company’s revenue for the three and nine months ended September 30, 2014, respectively, and 82.8% and 84.1% of the Company's revenue for the three and nine months ended September 30, 2013. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded retroactive adjustments to revenue which were not material to the Company's consolidated revenue for the three and nine months ended September 30, 2014 and 2013. | |
Potentially uncollectible patient accounts are provided for on the allowance method based upon management's evaluation of outstanding accounts receivable at period-end and historical experience. Uncollected accounts that are written off are charged against allowance. As of September 30, 2014 and December 31, 2013, management recorded an allowance for uncollectible accounts of $6.2 million and $5.0 million, respectively. | |
Management Fee Receivables and Revenues | ' |
Management Fee Receivables and Revenues | |
Management fee receivables and revenue are recorded in the month that services are provided. As of September 30, 2014 and December 31, 2013, the Company evaluated collectibility of management fees and determined that no allowance was required. | |
Fair Value Measurements and Financial Instruments | ' |
Fair Value Measurements and Financial Instruments | |
Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |
Level 1— Quoted market prices in active markets for identical assets or liabilities | |
Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data | |
Level 3— Significant unobservable inputs | |
The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, notes payable and other debt, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB issued ASUs accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. | |
In April 2014, the FASB issued ASU 2014-08 that amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This ASU should be applied prospectively and is effective for the Company for the 2015 annual and interim periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. We have not adopted this ASU as of September 30, 2014. | |
In May 2014, the FASB issued ASU 2014-09 guidance requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for those goods and services. The guidance requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption precluded. The Company has not yet determined the impact, if any, that the adoption of this guidance will have on its consolidated financial position or results of operations. | |
In August 2014, the FASB issued ASU 2014-15 guidance regarding an entity’s ability to continue as a going concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in United States GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company has not yet determined the impact, if any, that the adoption of this guidance will have on its consolidated financial statements. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||||||||
Reconciliation of net income (loss) for continuing and discontinued operations and the number of common shares used in the computation of both basic and diluted earnings per share | ' | ||||||||||||||||||||||
The following tables provide a reconciliation of net loss for continuing and discontinued operations and the number of common shares used in the computation of both basic and diluted earnings per share: | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
(Amounts in 000’s, except per share data) | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||
(loss) | Share | (loss) | Share | ||||||||||||||||||||
Continuing Operations: | |||||||||||||||||||||||
(Loss) income from continuing operations | $ | (2,859 | ) | $ | 283 | ||||||||||||||||||
Net loss attributable to noncontrolling interests | 218 | 195 | |||||||||||||||||||||
Basic (loss) income from continuing operations | $ | (2,641 | ) | 18,134 | $ | (0.14 | ) | $ | 478 | 14,962 | $ | 0.03 | |||||||||||
Preferred stock dividend | (646 | ) | 18,134 | $ | (0.04 | ) | (306 | ) | 14,962 | $ | (0.02 | ) | |||||||||||
Effect of dilutive securities: Stock options, warrants outstanding and convertible debt (a) | |||||||||||||||||||||||
Diluted (loss) income from continuing operations | $ | (3,287 | ) | 18,134 | $ | (0.18 | ) | $ | 172 | 14,962 | $ | 0.01 | |||||||||||
Discontinued Operations: | |||||||||||||||||||||||
Basic loss from discontinued operations | (690 | ) | 18,134 | $ | (0.04 | ) | (696 | ) | 14,962 | $ | (0.04 | ) | |||||||||||
Diluted loss from discontinued operations | (690 | ) | 18,134 | $ | (0.04 | ) | (696 | ) | 14,962 | $ | (0.04 | ) | |||||||||||
Net Loss Attributable to AdCare: | |||||||||||||||||||||||
Basic loss | (3,977 | ) | 18,134 | $ | (0.22 | ) | (524 | ) | 14,962 | $ | (0.03 | ) | |||||||||||
Diluted loss | (3,977 | ) | 18,134 | $ | (0.22 | ) | (524 | ) | 14,962 | $ | (0.03 | ) | |||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
(Amounts in 000’s, except per share data) | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||
(loss) | Share | (loss) | Share | ||||||||||||||||||||
Continuing Operations: | |||||||||||||||||||||||
Loss from continuing operations | $ | (7,336 | ) | $ | (7,111 | ) | |||||||||||||||||
Net loss attributable to noncontrolling interests | 548 | 629 | |||||||||||||||||||||
Basic loss from continuing operations | $ | (6,788 | ) | 17,539 | $ | (0.39 | ) | $ | (6,482 | ) | 14,805 | $ | (0.44 | ) | |||||||||
Preferred stock dividend | (1,938 | ) | 17,539 | $ | (0.11 | ) | (918 | ) | 14,805 | $ | (0.06 | ) | |||||||||||
Effect of dilutive securities: Stock options, warrants outstanding and subordinated convertible promissory notes (a) | |||||||||||||||||||||||
Diluted loss from continuing operations | $ | (8,726 | ) | 17,539 | $ | (0.50 | ) | $ | (7,400 | ) | 14,805 | $ | (0.50 | ) | |||||||||
Discontinued Operations: | |||||||||||||||||||||||
Basic loss from discontinued operations | (1,531 | ) | 17,539 | $ | (0.09 | ) | (2,998 | ) | 14,805 | $ | (0.20 | ) | |||||||||||
Diluted loss from discontinued operations | (1,531 | ) | 17,539 | $ | (0.09 | ) | (2,998 | ) | 14,805 | $ | (0.20 | ) | |||||||||||
Net Loss Attributable to AdCare: | |||||||||||||||||||||||
Basic loss | (10,257 | ) | 17,539 | $ | (0.59 | ) | (10,398 | ) | 14,805 | $ | (0.70 | ) | |||||||||||
Diluted loss | (10,257 | ) | 17,539 | $ | (0.59 | ) | (10,398 | ) | 14,805 | $ | (0.70 | ) | |||||||||||
(a) Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: | |||||||||||||||||||||||
Schedule of securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive | ' | ||||||||||||||||||||||
September 30, | |||||||||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | |||||||||||||||||||||
Outstanding Stock Options | 1,144 | 1,357 | |||||||||||||||||||||
Outstanding Warrants - employee | 1,846 | 1,876 | |||||||||||||||||||||
Outstanding Warrants - nonemployee | 816 | 1,904 | |||||||||||||||||||||
Subordinated Convertible Promissory Notes (a) | 4,000 | 6,406 | |||||||||||||||||||||
Total anti-dilutive securities | 7,806 | 11,543 | |||||||||||||||||||||
(a) The number of shares of common stock issuable upon conversion of the subordinated convertible promissory notes reflected in the tables above is 120% of the aggregate principal amount of the subordinated convertible promissory notes divided by the current conversion price, which is the number of shares required to be reserved for issuance by the Company under the applicable registration rights agreement. |
Restricted_Cash_and_Investment1
Restricted Cash and Investments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Restricted Cash and Investments [Abstract] | ' | ||||||||
Schedule of restricted cash, escrow deposits and investments | ' | ||||||||
The following table sets forth the Company’s various restricted cash, escrow deposits and investments: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Defeased bonds escrow | $ | — | $ | 3,138 | |||||
HUD escrow deposits | 168 | 91 | |||||||
Property tax escrow | 19 | 84 | |||||||
Lender's collection account | 734 | 488 | |||||||
Total current portion | 921 | 3,801 | |||||||
HUD replacement reserves | 1,010 | 383 | |||||||
Repair and remediation/replacement reserves | 54 | 18 | |||||||
Reserves for capital improvements | 1,036 | 1,481 | |||||||
Restricted investments for other debt obligations | 5,673 | 9,724 | |||||||
Total noncurrent portion | 7,773 | 11,606 | |||||||
Total restricted cash and investments | $ | 8,694 | $ | 15,407 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of property and equipment | ' | ||||||||||
The following table sets forth the Company’s property and equipment: | |||||||||||
(Amounts in 000’s) | Estimated Useful | 30-Sep-14 | 31-Dec-13 | ||||||||
Lives (Years) | |||||||||||
Buildings and improvements | May-40 | $ | 132,856 | $ | 131,123 | ||||||
Equipment | 10-Feb | 13,849 | 11,987 | ||||||||
Land | — | 6,808 | 6,788 | ||||||||
Computer related | 10-Feb | 2,952 | 2,980 | ||||||||
Construction in process | — | 108 | 270 | ||||||||
156,573 | 153,148 | ||||||||||
Less: accumulated depreciation and amortization expense | 20,001 | 14,915 | |||||||||
Property and equipment, net | $ | 136,572 | $ | 138,233 | |||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of intangible assets | ' | ||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
(Amounts in 000’s) | Bed Licenses (included in property and equipment) | Bed Licenses - Separable | Lease Rights | Total | |||||||||||||
Balances, December 31, 2013 | |||||||||||||||||
Gross | $ | 38,407 | $ | 2,471 | $ | 7,407 | $ | 48,285 | |||||||||
Accumulated amortization | (2,620 | ) | — | (2,518 | ) | (5,138 | ) | ||||||||||
Net carrying amount | $ | 35,787 | $ | 2,471 | $ | 4,889 | $ | 43,147 | |||||||||
Reclass to held for sale | (1,530 | ) | — | — | (1,530 | ) | |||||||||||
Accumulated amortization reclass to held for sale | 68 | — | — | 68 | |||||||||||||
Amortization expense | (924 | ) | — | (635 | ) | (1,559 | ) | ||||||||||
Balances, September 30, 2014 | |||||||||||||||||
Gross | 36,877 | 2,471 | 7,407 | 46,755 | |||||||||||||
— | — | — | — | ||||||||||||||
Accumulated amortization | (3,476 | ) | — | (3,153 | ) | (6,629 | ) | ||||||||||
Net carrying amount | $ | 33,401 | $ | 2,471 | $ | 4,254 | $ | 40,126 | |||||||||
Schedule of estimated amortization expense for all definite lived intangibles | ' | ||||||||||||||||
Expected amortization expense for all definite lived intangibles for each of the years ended December 31 is as follows: | |||||||||||||||||
(Amounts in 000’s) | Bed Licenses | Lease Rights | |||||||||||||||
2014 (a) | $ | 308 | $ | 166 | |||||||||||||
2015 | 1,232 | 667 | |||||||||||||||
2016 | 1,232 | 667 | |||||||||||||||
2017 | 1,232 | 667 | |||||||||||||||
2018 | 1,232 | 667 | |||||||||||||||
Thereafter | 28,165 | 1,420 | |||||||||||||||
Total expected amortization expense | $ | 33,401 | $ | 4,254 | |||||||||||||
(a) Estimated amortization expense for the year ending December 31, 2014 includes only amortization to be recorded after September 30, 2014. | |||||||||||||||||
Summary of the changes in the carrying amount of goodwill | ' | ||||||||||||||||
The following table summarizes the carrying amount of goodwill at September 30, 2014 compared to December 31, 2013: | |||||||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||||||||||
Beginning balances | $ | 5,023 | $ | 5,023 | |||||||||||||
Accumulated impairment losses | (799 | ) | (799 | ) | |||||||||||||
Ending balances | $ | 4,224 | $ | 4,224 | |||||||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of accrued expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Accrued payroll related | $ | 7,359 | $ | 5,204 | |||||
Accrued employee benefits | 3,861 | 3,712 | |||||||
Real estate and other taxes | 1,373 | 1,543 | |||||||
Other accrued expenses | 3,051 | 2,805 | |||||||
Total accrued expenses | $ | 15,644 | $ | 13,264 | |||||
Notes_Payable_and_Other_Debt_T
Notes Payable and Other Debt (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Schedule of notes payable and other debt | ' | |||||||||||
Notes payable and other debt consist of the following: | ||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | ||||||||||
Revolving credit facilities and lines of credit (a) | $ | 8,213 | $ | 8,503 | ||||||||
Senior debt - guaranteed by HUD | 18,469 | 4,063 | ||||||||||
Senior debt - guaranteed by USDA | 27,296 | 27,763 | ||||||||||
Senior debt - guaranteed by SBA | 5,774 | 5,954 | ||||||||||
Senior debt - bonds, net of discount (b) | 12,961 | 16,102 | ||||||||||
Senior debt - other mortgage indebtedness (c) | 63,390 | 78,408 | ||||||||||
Other debt | 1,151 | 625 | ||||||||||
Convertible debt issued in 2010, net of discount | — | 6,930 | ||||||||||
Convertible debt issued in 2011 | — | 4,459 | ||||||||||
Convertible debt issued in 2012 | 7,500 | 7,500 | ||||||||||
Convertible debt issued in 2014 | 6,500 | — | ||||||||||
Total | $ | 151,254 | $ | 160,307 | ||||||||
Less: current portion | 45,143 | 26,154 | ||||||||||
Less: portion included in liabilities of disposal group held for sale (a),(c) | 5,197 | — | ||||||||||
Less: portion included in liabilities of variable interest entity held for sale (b) | 5,954 | 6,034 | ||||||||||
Notes payable and other debt, net of current portion | $ | 94,960 | $ | 128,119 | ||||||||
(a) The revolving credit facilities and lines of credit includes $0.2 million related to the outstanding loan entered into in conjunction with the acquisition of the Companions skilled nursing facility in August 2012. | ||||||||||||
(b) The senior debt - bonds, net of discount includes $6.0 million at both September 30, 2014 and December 31, 2013 related to the Company's consolidated variable interest entity, Riverchase Village ADK, LLC, revenue bonds, in two series, issued by the Medical Clinical Board of the City of Hoover in the State of Alabama, which the Company has guaranteed the obligation under such bonds. | ||||||||||||
(c) The senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loan entered into in conjunction with the acquisition of Companions in August 2012. | ||||||||||||
Summary of the scheduled maturities | ' | |||||||||||
The schedule below summarizes the scheduled maturities as of September 30, 2014 for each of the next five years and thereafter. The 2015 maturities include $0.2 million and $5.0 million, respectively, related to the Companions outstanding loans classified as liabilities of disposal group held for sale and $6.0 million related to the Riverchase bonds classified as liabilities of a variable interest entity held for sale at September 30, 2014. | ||||||||||||
(Amounts in 000’s) | ||||||||||||
2015 | $ | 56,470 | ||||||||||
2016 | 17,865 | |||||||||||
2017 | 14,262 | |||||||||||
2018 | 3,920 | |||||||||||
2019 | 1,989 | |||||||||||
Thereafter | 57,147 | |||||||||||
Subtotal | 151,653 | |||||||||||
Less: unamortized discounts ($190 classified as current) | (399 | ) | ||||||||||
Total notes and other debt | $ | 151,254 | ||||||||||
Schedule of conversions of debt to shares | ' | |||||||||||
The schedule below summarizes the note conversions and number of shares of common stock issued for each conversion since inception: | ||||||||||||
Date of conversion | Conversion Price | Shares of Common Stock Issued | Debt and Interest Converted | |||||||||
2011:00:00 | ||||||||||||
July | $ | 4.13 | 18,160 | $ | 75,000 | |||||||
November | $ | 3.92 | 19,132 | 75,000 | ||||||||
Subtotal | 37,292 | $ | 150,000 | |||||||||
2013:00:00 | ||||||||||||
February | $ | 3.73 | 6,635 | $ | 24,749 | |||||||
March | $ | 3.73 | 6,635 | 24,749 | ||||||||
April | $ | 3.73 | 67,024 | 250,000 | ||||||||
August | $ | 3.73 | 284,878 | 1,062,595 | ||||||||
September | $ | 3.73 | 246,264 | 918,553 | ||||||||
October | $ | 3.73 | 448,215 | 1,671,840 | ||||||||
November | $ | 3.73 | 136,402 | 508,778 | ||||||||
December | $ | 3.73 | 82,326 | 307,067 | ||||||||
Subtotal | 1,278,379 | $ | 4,768,331 | |||||||||
2014:00:00 | ||||||||||||
January | $ | 3.73 | 788,828 | $ | 2,942,328 | |||||||
July | $ | 3.73 | 26,810 | 100,000 | ||||||||
August | $ | 3.73 | 1,045,575 | 3,900,000 | ||||||||
Subtotal | 1,861,213 | $ | 6,942,328 | |||||||||
Total | 3,176,884 | $ | 11,860,659 | |||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Home Health Business | ' | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ||||||||||||||||
Schedule of assets and liabilities of the disposal groups held for sale | ' | ||||||||||||||||
The following table summarizes the activity of discontinued operations for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues from discontinued operations | $ | 1,400 | $ | 2,230 | $ | 5,789 | $ | 10,469 | |||||||||
Net loss from discontinued operations | $ | (690 | ) | $ | (696 | ) | $ | (1,531 | ) | $ | (2,998 | ) | |||||
Interest expense, net from discontinued operations | $ | 263 | $ | 258 | $ | 787 | $ | 864 | |||||||||
Loss on disposal of assets from discontinued operations | $ | — | $ | (20 | ) | $ | — | $ | (467 | ) | |||||||
Assets and liabilities of the disposal groups held for sale at September 30, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||||||||||
Property and equipment, net | $ | 5,418 | $ | 400 | |||||||||||||
Other assets | 1,627 | — | |||||||||||||||
Assets of disposal groups held for sale | $ | 7,045 | $ | 400 | |||||||||||||
Mortgage payable | $ | 5,000 | $ | — | |||||||||||||
Line of credit | 197 | — | |||||||||||||||
Liabilities of disposal group held for sale | $ | 5,197 | $ | — | |||||||||||||
Certain assets of Companions have been reclassifed to Assets of disposal group held for use at December 31, 2013, and are shown in the table below. Certain assets of Companions as of September 30, 2014 are included in the Assets of disposal group held for sale in the table above. | |||||||||||||||||
Amounts in (000's) | December 31, 2013 | ||||||||||||||||
Property and equipment, net | $ | 5,135 | |||||||||||||||
Assets of disposal group held for use | $ | 5,135 | |||||||||||||||
Riverchase | Riverchase Village Facility | ' | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ||||||||||||||||
Schedule of assets and liabilities of the disposal groups held for sale | ' | ||||||||||||||||
Assets and liabilities of the variable interest entity held for sale at September 30, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
Amounts in (000's) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Property and equipment, net | $ | 5,893 | $ | 5,893 | |||||||||||||
Other assets | $ | 1 | $ | 52 | |||||||||||||
Assets of variable interest entity held for sale | $ | 5,894 | $ | 5,945 | |||||||||||||
Bonds payable | $ | 5,954 | $ | 6,034 | |||||||||||||
Liabilities of variable interest entity held for sale | $ | 5,954 | $ | 6,034 | |||||||||||||
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stock based compensation | ' | ||||||||||||||||
Summary of recognized stock based compensation | ' | ||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company recognized stock-based compensation as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Amounts in 000’s) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Employee compensation: | |||||||||||||||||
Stock options | $ | 88 | $ | 55 | $ | 277 | $ | 343 | |||||||||
Employee warrants | 43 | 31 | 133 | 90 | |||||||||||||
Management restricted stock | 10 | 2 | 112 | 19 | |||||||||||||
Total employee stock-based compensation expense | $ | 141 | $ | 88 | $ | 522 | $ | 452 | |||||||||
Non-employee compensation | |||||||||||||||||
Board restricted stock | $ | 42 | $ | 67 | $ | 268 | $ | 201 | |||||||||
Board stock options | 61 | 26 | 182 | 79 | |||||||||||||
Subtotal non-employee stock-based compensation expense | $ | 103 | $ | 93 | $ | 450 | $ | 280 | |||||||||
Amortization of prepaid services | — | 5 | 11 | 5 | |||||||||||||
Total non-employee stock-based compensation expense | $ | 103 | $ | 98 | $ | 461 | $ | 285 | |||||||||
Total stock-based compensation expense | $ | 244 | $ | 186 | $ | 983 | $ | 737 | |||||||||
Schedule of assumptions used in calculating the fair value of warrants granted using the Black Sholes Merton option-pricing model | ' | ||||||||||||||||
The assumptions used in calculating the fair value of non-employee common stock options and warrants granted during the nine months ended September 30, 2014 and 2013, using the Black-Scholes-Merton option-pricing model are set forth in the following table: | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 51 | % | n/a | ||||||||||||||
Expected life (in years) | 5 | n/a | |||||||||||||||
Expected dividend yield | — | n/a | |||||||||||||||
Risk-free interest rate | 1.74 | % | n/a | ||||||||||||||
Summary of employee stock options activity | ' | ||||||||||||||||
Activity with respect to employee stock options is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (in 000’s) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,804 | $ | 4.54 | ||||||||||||||
Granted | 55 | $ | 4.23 | ||||||||||||||
Exercised | (115 | ) | $ | 3.71 | |||||||||||||
Unvested options forfeited or cancelled | (411 | ) | $ | 4.24 | |||||||||||||
Vested options expired | (189 | ) | $ | 4.37 | |||||||||||||
Outstanding, September 30, 2014 | 1,144 | $ | 4.74 | 7.2 | $ | 604 | |||||||||||
Vested at September 30, 2014 | 675 | $ | 5.2 | 6.5 | $ | 295 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 1,063 | $ | 4.79 | 7.1 | $ | 554 | |||||||||||
(a) Includes forfeiture adjusted unvested shares. | |||||||||||||||||
Shares authorized under stock option plans, by exercise price range | ' | ||||||||||||||||
The following summary information reflects stock options outstanding, vested and expected to vest, and related details as of September 30, 2014: | |||||||||||||||||
Stock Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number Outstanding (000's) | Weighted Average Remaining Contractual Term (in years) | Weighted Average Exercise Price | Vested and Expected to Vest (000's) | Weighted Average Exercise Price | ||||||||||||
$1.30 | 16 | 1.1 | $ | 1.3 | 16 | $ | 1.3 | ||||||||||
$1.31 - $3.99 | 323 | 5.3 | $ | 3.93 | 305 | $ | 3.93 | ||||||||||
$4.00 - $4.30 | 450 | 8.5 | $ | 4.12 | 395 | $ | 4.12 | ||||||||||
$4.31 - $4.99 | 40 | 8.7 | $ | 4.51 | 32 | $ | 4.52 | ||||||||||
$5.00 - $7.62 | 315 | 7.3 | $ | 6.67 | 315 | $ | 6.67 | ||||||||||
Total | 1,144 | 7.2 | $ | 4.74 | 1,063 | $ | 4.79 | ||||||||||
Summary of restricted stock activity | ' | ||||||||||||||||
Activity with respect to restricted stock is summarized as follows: | |||||||||||||||||
Number of Shares (000's) | Weighted Avg. | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested at December 31, 2013 | 314 | $ | 3.31 | ||||||||||||||
Granted | — | $ | — | ||||||||||||||
Vested | (10 | ) | $ | 4.34 | |||||||||||||
Forfeited | — | $ | — | ||||||||||||||
Unvested at September 30, 2014 | 304 | $ | 3.28 | ||||||||||||||
Outstanding options & warrants by individual price | ' | ||||||||||||||||
The table below reflects the outstanding options and warrants by exercise price: | |||||||||||||||||
Options (000's) | Employee Warrants (000's) | Non-employee Warrants (000's) | Exercise Price | ||||||||||||||
203 | $ | 1.04 | |||||||||||||||
16 | $ | 1.3 | |||||||||||||||
13 | $ | 1.73 | |||||||||||||||
199 | $ | 1.93 | |||||||||||||||
222 | $ | 2.57 | |||||||||||||||
212 | $ | 2.59 | |||||||||||||||
222 | $ | 3.43 | |||||||||||||||
116 | $ | 3.46 | |||||||||||||||
276 | $ | 3.75 | |||||||||||||||
50 | $ | 3.8 | |||||||||||||||
548 | $ | 3.81 | |||||||||||||||
32 | $ | 3.86 | |||||||||||||||
191 | 105 | $ | 3.93 | ||||||||||||||
100 | 85 | $ | 3.96 | ||||||||||||||
20 | $ | 4.05 | |||||||||||||||
272 | $ | 4.06 | |||||||||||||||
55 | $ | 4.08 | |||||||||||||||
57 | $ | 4.11 | |||||||||||||||
101 | $ | 4.3 | |||||||||||||||
116 | $ | 4.32 | |||||||||||||||
15 | $ | 4.33 | |||||||||||||||
16 | $ | 4.37 | |||||||||||||||
49 | $ | 4.5 | |||||||||||||||
105 | $ | 4.58 | |||||||||||||||
25 | $ | 4.61 | |||||||||||||||
105 | $ | 5.71 | |||||||||||||||
70 | $ | 5.9 | |||||||||||||||
105 | $ | 6.67 | |||||||||||||||
105 | $ | 7.62 | |||||||||||||||
1,144 | 1,846 | 816 | |||||||||||||||
Employee | Warrant | ' | ||||||||||||||||
Stock based compensation | ' | ||||||||||||||||
Schedule of assumptions used in calculating fair value of options using the Black Scholes Merton option-pricing model | ' | ||||||||||||||||
The assumptions used in calculating the fair value of employee common stock options and warrants granted during the nine months ended September 30, 2014 and 2013, using the Black-Scholes-Merton option-pricing model are set forth in the following table: | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 51 | % | 60 | % | |||||||||||||
Expected life (in years) | 5.2 | 5.2 | |||||||||||||||
Expected dividend yield | — | — | |||||||||||||||
Risk-free interest rate | 1.73 | % | 0.71 | % | |||||||||||||
Summary of common stock warrants activity | ' | ||||||||||||||||
Activity with respect to employee common stock warrants is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (in 000’s) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,876 | $ | 3.09 | ||||||||||||||
Granted | — | $ | — | ||||||||||||||
Exercised | (30 | ) | $ | 2.54 | |||||||||||||
Unvested warrants forfeited or cancelled | — | $ | — | ||||||||||||||
Vested warrants expired | — | $ | — | ||||||||||||||
Outstanding, September 30, 2014 | 1,846 | $ | 3.1 | 4.1 | $ | 3,112 | |||||||||||
Vested at September 30, 2014 | 1,694 | $ | 2.94 | 3.8 | $ | 3,073 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 1,836 | $ | 3.09 | 4.1 | $ | 3,111 | |||||||||||
(a) Includes forfeiture adjusted unvested shares. | |||||||||||||||||
Nonemployee | Warrant | ' | ||||||||||||||||
Stock based compensation | ' | ||||||||||||||||
Summary of common stock warrants activity | ' | ||||||||||||||||
Activity with respect to non-employee common stock warrants is summarized as follows: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares (000's) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value (000's) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding, December 31, 2013 | 1,989 | $ | 3.84 | ||||||||||||||
Granted | 49 | $ | 4.5 | ||||||||||||||
Exercised | (897 | ) | $ | 3.62 | |||||||||||||
Unvested warrants forfeited or cancelled | — | $ | — | ||||||||||||||
Vested warrants expired | (325 | ) | $ | 4.51 | |||||||||||||
Outstanding, September 30, 2014 | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
Vested at September 30, 2014 | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
Vested or expected to vest at September 30, 2014 (a) | 816 | $ | 3.86 | 1.8 | $ | 716 | |||||||||||
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) (Riverchase Village Facility) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Riverchase Village Facility | ' | ||||||||
Variable interest entities | ' | ||||||||
Summary of assets and liabilities of the variable interest entities included in the consolidated balance sheets | ' | ||||||||
The following summarizes the assets and liabilities of the variable interest entity included in the consolidated balance sheets: | |||||||||
(Amounts in 000’s) | 30-Sep-14 | 31-Dec-13 | |||||||
Cash | $ | 2 | $ | 11 | |||||
Accounts receivable | — | 92 | |||||||
Assets of variable interest entity held for sale | 5,894 | 5,945 | |||||||
Other assets | 347 | 371 | |||||||
Total assets | $ | 6,243 | $ | 6,419 | |||||
Accounts payable | $ | 1,919 | $ | 1,791 | |||||
Accrued expenses | 552 | 228 | |||||||
Liabilities of variable interest entity held for sale | 5,954 | 6,034 | |||||||
Noncontrolling interest | (2,182 | ) | (1,634 | ) | |||||
Total liabilities and equity | $ | 6,243 | $ | 6,419 | |||||
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 12, 2014 | Jun. 12, 2014 | Mar. 31, 2014 | Sep. 22, 2014 | Dec. 31, 2013 | Sep. 30, 2014 |
bed | bed | facility | GEORGIA | GEORGIA | OKLAHOMA | ALABAMA | ALABAMA | Tybee Island Skilled Nursing Facilities | ||||
segment | facility | agreement | bed | facility | bed | facility | ||||||
bed | agreement | subsidiary | unit | |||||||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities | ' | ' | ' | 37 | ' | ' | 2 | ' | ' | ' | ' | ' |
Number of skilled nursing facilities | ' | ' | ' | 34 | ' | ' | ' | ' | ' | 2 | ' | ' |
Number of assisted living facilities | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of independent living and senior housing facilities | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in facilities | ' | ' | ' | 4,200 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities owned and operated | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities leased and operated | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities managed | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Sub-lease Agreement | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Number of units under agreement to sale VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105 | ' |
Number of units under agreement to sale | ' | 102 | ' | ' | ' | ' | ' | ' | 102 | ' | 105 | ' |
Number of beds sub-leased | 52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 |
Number of reportable segments | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | 83.50% | ' | 82.80% | 83.90% | 84.10% | ' | ' | ' | ' | ' | ' | ' |
Patient care receivables, estimated allowance for uncollectible accounts | $6.20 | ' | ' | $6.20 | ' | $5 | ' | ' | ' | ' | ' | ' |
Number of Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Earnings_Per_Share_Earnings_Pe
Earnings Per Share Earnings Per Share (Details Textual) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Anti-dilutive securities (in shares) | 7,806 | 11,543 |
Convertible Debt Securities | ' | ' |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Anti-dilutive securities (in shares) | 4,000 | 6,406 |
Convertible percentage applied to calculate number of shares to be issued on conversion | 120.00% | ' |
Reconciliation_of_Net_Income_L
Reconciliation of Net Income (Loss) for Continuing and Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income (loss) | ' | ' | ' | ' |
(Loss) income from continuing operations | ($2,859) | $283 | ($7,336) | ($7,111) |
Net loss attributable to noncontrolling interests | 218 | 195 | 548 | 629 |
Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders | -3,977 | -524 | -10,257 | -10,398 |
Dividends, Preferred Stock | ' | ' | -1,938 | ' |
Shares | ' | ' | ' | ' |
Basic (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Diluted (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Per Share | ' | ' | ' | ' |
Basic loss from continuing operations (in dollars per share) | ($0.18) | $0.01 | ($0.50) | ($0.50) |
Diluted loss from continuing operations (in dollars per share) | ($0.18) | $0.01 | ($0.50) | ($0.50) |
Basic (loss) income from discontinued operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Diluted (loss) income from discontinued operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Basic loss (in dollars per share) | ($0.22) | ($0.03) | ($0.59) | ($0.70) |
Diluted net income (loss) (in dollars per share) | ($0.22) | ($0.03) | ($0.59) | ($0.70) |
Continuing Operations | ' | ' | ' | ' |
Income (loss) | ' | ' | ' | ' |
(Loss) income from continuing operations | -2,859 | 283 | -7,336 | -7,111 |
Net loss attributable to noncontrolling interests | 218 | 195 | 548 | 629 |
Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders | -2,641 | 478 | -6,788 | -6,482 |
Dividends, Preferred Stock | -646 | -306 | -1,938 | -918 |
Diluted income (loss) | -3,287 | 172 | -8,726 | -7,400 |
Shares | ' | ' | ' | ' |
Basic (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Diluted (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Per Share | ' | ' | ' | ' |
Basic loss from continuing operations (in dollars per share) | ($0.14) | $0.03 | ($0.39) | ($0.44) |
Preferred stock dividend (in dollars per share) | ($0.04) | ($0.02) | ($0.11) | ($0.06) |
Diluted loss from continuing operations (in dollars per share) | ($0.18) | $0.01 | ($0.50) | ($0.50) |
Discontinued Operations | ' | ' | ' | ' |
Income (loss) | ' | ' | ' | ' |
Net loss from discontinued operations | ($690) | ($696) | ($1,531) | ($2,998) |
Shares | ' | ' | ' | ' |
Basic (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Diluted (loss) income (in shares) | 18,134 | 14,962 | 17,539 | 14,805 |
Per Share | ' | ' | ' | ' |
Basic (loss) income from discontinued operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Diluted (loss) income from discontinued operations (in dollars per share) | ($0.04) | ($0.04) | ($0.09) | ($0.20) |
Antidilutive_Securities_Detail
Anti-dilutive Securities (Details) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Total anti-dilutive securities (in shares) | 7,806 | 11,543 |
Stock options | ' | ' |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Total anti-dilutive securities (in shares) | 1,144 | 1,357 |
Outstanding Warrants - employee | ' | ' |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Total anti-dilutive securities (in shares) | 1,846 | 1,876 |
Outstanding Warrants - nonemployee | ' | ' |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Total anti-dilutive securities (in shares) | 816 | 1,904 |
Subordinated Convertible Promissory Notes | ' | ' |
Anti-dilutive securities outstanding that were excluded from the computation | ' | ' |
Convertible percentage applied to calculate number of shares to be issued on conversion | 120.00% | ' |
Total anti-dilutive securities (in shares) | 4,000 | 6,406 |
Liquidity_and_Profitability_De
Liquidity and Profitability (Details Textual) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | 45 Months Ended | 15 Months Ended | ||||||||||||||||||||||
Mar. 28, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 28, 2014 | Nov. 30, 2011 | Jul. 31, 2011 | Aug. 31, 2014 | Jul. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Oct. 09, 2014 | Nov. 07, 2014 | |
Promissory note maturing in July 2015 | Promissory note maturing in April 2015 | Mature in February 2015 | Convertible Debt Securities | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Scenario, Forecast | Scenario, Forecast | Scenario, Forecast | Subsequent Event | |||||||||
Promissory note maturing in July 2015 | Promissory note maturing in April 2015 | Promissory note maturing in July 2015 | ||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | $3,549,000 | $413,000 | $8,867,000 | $10,109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative working capital | ' | ' | 35,000,000 | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 12,867,000 | 12,724,000 | 12,867,000 | 12,724,000 | 19,374,000 | 15,937,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total indebtedness | ' | ' | 151,254,000 | ' | 151,254,000 | ' | 160,307,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,930,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,930,000 | ' | 0 | ' | ' | ' | ' |
Current debt | ' | ' | 56,300,000 | ' | 56,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of unsecured convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' |
Debt service amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,100,000 | ' | ' | ' |
Conversions of debt and other liabilities to equity | ' | ' | ' | ' | 6,942,000 | 2,331,000 | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | 3,900,000 | 100,000 | 2,942,328 | 307,067 | 508,778 | 1,671,840 | 918,553 | 1,062,595 | 250,000 | 24,749 | 24,749 | 1,100,000 | 6,942,328 | 4,768,331 | 150,000 | 11,860,659 | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $4.17 | $4.50 | ' | ' | $3.92 | $4.13 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | ' | $3.73 | ' | ' | ' | ' | ' | ' |
Net cash used in operating activities - continuing operations | ' | ' | ' | ' | -4,674,000 | 3,181,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' |
Cash outlays for acquisition costs, maintenance capital expenditures, dividends on Series A preferred stock and income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' |
Debt service requirements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price of the common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | $4.17 |
Common stock issued upon conversion (shares) | ' | 693,761 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion exercise price | ' | 3.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrants and options | ' | 2,300,000 | ' | ' | 3,105,000 | 67,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for commissions | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period up to which operating and financing obligations can be met through liquidity maintained by the entity | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt payments and maturities excluding convertible debt | ' | ' | $36,000,000 | ' | $36,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted_Cash_Escrow_Deposit
Restricted Cash, Escrow Deposits and Investments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash and Investments [Abstract] | ' | ' |
Defeased bonds escrow | $0 | $3,138 |
HUD escrow deposits | 168 | 91 |
Principal and interest escrow | 19 | 84 |
Lenders Collection Account | 734 | 488 |
Total current portion | 921 | 3,801 |
HUD reserve replacement | 1,010 | 383 |
Repair and Remediation/Replacement Reserves | 54 | 18 |
Reserves for capital improvements | 1,036 | 1,481 |
Restricted investments for other debt obligations | 5,673 | 9,724 |
Total noncurrent portion | 7,773 | 11,606 |
Total restricted cash and investments | $8,694 | $15,407 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Building and Building Improvements | Building and Building Improvements | Building and Building Improvements | Building and Building Improvements | Equipment | Equipment | Equipment | Equipment | Land | Land | Computer related | Computer related | Computer related | Computer related | Construction in process | Construction in process | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||||
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Lives | ' | ' | ' | ' | '5 years | '40 years | ' | ' | '2 years | '10 years | ' | ' | ' | ' | '2 years | '10 years | ' | ' |
Property and equipment, gross | $156,573 | $153,148 | $132,856 | $131,123 | ' | ' | $13,849 | $11,987 | ' | ' | $6,808 | $6,788 | $2,952 | $2,980 | ' | ' | $108 | $270 |
Less: Accumulated depreciation and amortization expense | 20,001 | 14,915 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | $136,572 | $138,233 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
OKLAHOMA | OKLAHOMA | GEORGIA | |||||
facility | facility | ||||||
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' | ' |
Total depreciation and amortization | $1,900,000 | ' | $5,700,000 | ' | ' | ' | ' |
Depreciation and amortization | ' | 1,779,000 | ' | 5,245,000 | ' | ' | ' |
Depreciation and amortization expense recognized in loss from discontinued operations | 100,000 | 100,000 | 200,000 | 300,000 | ' | ' | ' |
Impairment charge | ' | ' | ' | ' | $50,000 | $200,000 | $500,000 |
Number of beds under skilled nursing facility acquired | ' | ' | ' | ' | 102 | 102 | ' |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Intangible Assets) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Bed Licenses Included in Property and Equipment | Bed Licenses Included in Property and Equipment | Bed Licenses Included in Property and Equipment | Bed Licenses Included in Property and Equipment | Lease Agreements | Lease Agreements | Lease Agreements | Lease Agreements | Licensing Agreements | Licensing Agreements | ||||
Finite-lived Intangible Assets [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross | ' | $46,755 | $48,285 | $36,877 | ' | $36,877 | $38,407 | $7,407 | $7,407 | ' | $7,407 | $2,471 | $2,471 |
Accumulated amortization | ' | -6,629 | -5,138 | -3,476 | ' | -3,476 | -2,620 | -3,153 | -3,153 | ' | -2,518 | 0 | 0 |
Reclass to held for sale | ' | -1,530 | ' | ' | ' | -1,530 | ' | ' | 0 | ' | ' | 0 | ' |
Accumulated amortization, held for sale, intangible assets | ' | 68 | ' | ' | ' | 68 | ' | ' | 0 | ' | ' | 0 | ' |
Amortization expense | -200 | -1,559 | ' | -300 | -300 | -924 | ' | -200 | -635 | -700 | ' | 0 | ' |
Net carrying amount | ' | $40,126 | $43,147 | $33,401 | ' | $33,401 | $35,787 | $4,254 | $4,254 | ' | $4,889 | $2,471 | $2,471 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 |
Bed Licenses Included in Property and Equipment | Bed Licenses Included in Property and Equipment | Bed Licenses Included in Property and Equipment | Lease Agreements | Lease Agreements | Lease Agreements | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | $200 | $1,559 | $300 | $300 | $924 | $200 | $635 | $700 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Expected Amortization Expense for all Definite Lived Intangibles) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total expected amortization expense | $4,254 | $4,889 |
Bed Licenses Included in Property and Equipment | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | 308 | ' |
2015 | 1,232 | ' |
2016 | 1,232 | ' |
2017 | 1,232 | ' |
2018 | 1,232 | ' |
Thereafter | 28,165 | ' |
Total expected amortization expense | 33,401 | ' |
Lease Agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | 166 | ' |
2015 | 667 | ' |
2016 | 667 | ' |
2017 | 667 | ' |
2018 | 667 | ' |
Thereafter | 1,420 | ' |
Total expected amortization expense | $4,254 | ' |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill Carrying Amount of Goodwill (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ' | ' |
Beginning balances | $4,224 | $5,023 |
Accumulated impairment losses | -799 | -799 |
Ending balances | $4,224 | $4,224 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued payroll related | $7,359 | $5,204 |
Accrued employee benefits | 3,861 | 3,712 |
Real estate and other taxes | 1,373 | 1,543 |
Other accrued expenses | 3,051 | 2,805 |
Total accrued expenses | $15,644 | $13,264 |
Notes_Payable_and_Other_Debt_D
Notes Payable and Other Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | $151,254 | $160,307 |
Less: portion included in liabilities of disposal group held for sale (a),(c) | 45,143 | 26,154 |
Liabilities of disposal group held for sale | 5,197 | 0 |
Liabilities of variable interest entity held for sale | 5,954 | 6,034 |
Notes payable and other debt, net of current portion | 94,960 | 128,119 |
Line of Credit | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 8,213 | 8,503 |
Senior debt - guaranteed by HUD | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 18,469 | 4,063 |
Senior debt - guaranteed by USDA | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 27,296 | 27,763 |
Senior debt - guaranteed by SBA | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 5,774 | 5,954 |
Senior debt - bonds, net of discount | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 12,961 | 16,102 |
Senior debt - other mortgage indebtedness | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 63,390 | 78,408 |
Other debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 1,151 | 625 |
Convertible debt issued in 2010, net of discount | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 0 | 6,930 |
Convertible debt issued in 2011 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 0 | 4,459 |
Convertible debt issued in 2012 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | 7,500 | 7,500 |
Convertible debt issued in 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and other debt | $6,500 | $0 |
Notes_Payable_and_Other_Debt_S
Notes Payable and Other Debt (Scheduled Maturities) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2015 | $56,470 | ' |
2016 | 17,865 | ' |
2017 | 14,262 | ' |
2018 | 3,920 | ' |
2019 | 1,989 | ' |
Thereafter | 57,147 | ' |
Subtotal | 151,653 | ' |
Less: unamortized discounts | -399 | ' |
Total notes payable and other debt | 151,254 | 160,307 |
Unamortized discounts classified as current | $190 | ' |
Notes_Payable_and_Other_Debt_D1
Notes Payable and Other Debt (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
Sep. 24, 2014 | Mar. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Nov. 30, 2011 | Jul. 31, 2011 | Sep. 30, 2014 | Mar. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2012 | Sep. 30, 2014 | Sep. 27, 2013 | Mar. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 24, 2014 | Sep. 30, 2014 | Sep. 24, 2014 | Sep. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 23, 2014 | Sep. 30, 2014 | Sep. 24, 2014 | Jul. 24, 2014 | Jul. 22, 2014 | Sep. 24, 2014 | Sep. 23, 2014 | |
Revolving Credit Facility | Senior debt - bonds, net of discount | Senior debt - bonds, net of discount | Senior Debt Other Mortgage Indebtedness | Line of Credit | Line of Credit | Gemino Northwest Credit Facility | Gemino Bonterra Credit Facility | Key Bank Credit Facility | Key Bank Credit Facility | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible Subordinated Promissory Notes Issued in March 2014 | Convertible Subordinated Promissory Notes Issued in March 2014 | Promissory Note | Commercial Insurance Premium Finance Security Agreements | Commercial Insurance Premium Finance Security Agreements | Riverchase Village Facility | Riverchase Village Facility | Minimum | Minimum | Maximum | Quail Creek Acquisition | Quail Creek Acquisition | Quail Creek Acquisition | Park City Capital Offshore Master, Ltd | Private Bank | Private Bank | Private Bank | Private Bank | Private Bank | Private Bank | Private Bank | Private Bank | H&H | H&H | H&H | H&H | Subsidiaries | Subsidiaries | Subsidiaries | Subsidiaries | ||||||
Senior debt - bonds, net of discount | Senior debt - bonds, net of discount | credit_instrument | Commercial Insurance Premium Finance Security Agreements | Commercial Insurance Premium Finance Security Agreements | Bond Indenture | Bond Indenture | Bond Indenture | Promissory Note | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Private Bank | Private Bank | Private Bank | Private Bank | |||||||||||||||||||||||||||||||||||
Eaglewood Credit Facility | Letter of Credit | Woodland Nursing and Glenvue Nursing Credit Facility | Woodland Nursing and Glenvue Nursing Credit Facility | Woodland Nursing and Glenvue Nursing Credit Facility | Woodland Nursing and Glenvue Nursing Credit Facility | Private Bank Credit Facility | Glenvue Credit Facility | Woodland Credit Facility | Woodland Credit Facility | Glenvue Credit Facility | Glenvue Credit Facility | Line of Credit | Line of Credit | Line of Credit | Line of Credit | ||||||||||||||||||||||||||||||||||||||||||||
Prime Rate | Letter of Credit | Letter of Credit | Private Bank Credit Facility | Private Bank Credit Facility | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total notes payable and other debt | ' | ' | $151,254,000 | $151,254,000 | $160,307,000 | $200,000 | $12,961,000 | $16,102,000 | $5,000,000 | $8,213,000 | $8,503,000 | ' | ' | ' | ' | $0 | ' | ' | ' | $6,930,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities of variable interest entity held for sale | ' | ' | 5,954,000 | 5,954,000 | 6,034,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of credit facilities outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | 5,700,000 | ' | 8,800,000 | 3,800,000 | 3,500,000 | 9,100,000 | 10,600,000 |
Line of credit, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 2.87% | 4.79% | ' | 10.25% | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | 3.75% | ' | 3.75% | ' | ' | ' | ' |
Loan fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | ' | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defeased bonds escrow | ' | ' | 0 | 0 | 3,138,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of long term debt | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in collateral | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | 1,800,000 | ' | ' | ' | ' | ' |
Convertible debt surrendered and cancelled | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt repaid | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.92 | $4.13 | ' | $4.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days written notice to prepay convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument conversion obligation common stock weighted average price as percentage of conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage ownership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current debt | ' | ' | 56,300,000 | 56,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_and_Other_Debt_S1
Notes Payable and Other Debt (Subordinated Convertiable Promissory Notes Issued in 2010) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | 45 Months Ended | ||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 30, 2011 | Jul. 31, 2011 | Aug. 31, 2014 | Jul. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | |
Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | Convertible debt issued in 2010, net of discount | |||||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | $3.92 | $4.13 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | $3.73 | ' | $3.73 | ' | ' |
Shares of Common Stock Issued | ' | ' | ' | ' | 19,132 | 18,160 | 1,045,575 | 26,810 | 788,828 | 82,326 | 136,402 | 448,215 | 246,264 | 284,878 | 67,024 | 6,635 | 6,635 | ' | 1,861,213 | 1,278,379 | 37,292 | 3,176,884 |
Debt and Interest Converted (000's) | ' | ' | $6,942,000 | $2,331,000 | $75,000 | $75,000 | $3,900,000 | $100,000 | $2,942,328 | $307,067 | $508,778 | $1,671,840 | $918,553 | $1,062,595 | $250,000 | $24,749 | $24,749 | $1,100,000 | $6,942,328 | $4,768,331 | $150,000 | $11,860,659 |
Loss on debt extinguishment | $1,220,000 | $6,000 | $1,803,000 | $33,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Feb. 28, 2013 | Feb. 15, 2013 | Feb. 15, 2013 | |
Avalon Health Care LLC | Avalon Health Care LLC | Avalon Health Care LLC | Avalon Health Care LLC | |||||
Bethany Health and Rehab | Trevecca Health and Rehab | |||||||
bed | bed | |||||||
ACQUISITIONS | ' | ' | ' | ' | ' | ' | ' | ' |
Number of beds under skilled nursing facility acquired | ' | ' | ' | ' | ' | ' | 180 | 240 |
Amount deposited into escrow to be held as earnest money | ' | ' | ' | ' | ' | $400,000 | ' | ' |
Distribution of escrow deposit received | 300,000 | ' | ' | ' | 100,000 | ' | ' | ' |
Acquisition costs | $0 | $30,000 | $0 | $600,000 | ' | ' | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 21 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2013 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 11, 2013 | Feb. 28, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 |
bed | facility | Home Health Business | Home Health Business | Tybee Island Skilled Nursing Facilities | Lincoln Lodge Retirement Residence | Lincoln Lodge Retirement Residence | Hearth and Home of Vandalia | Hearth and Home of Vandalia | OHIO | ALABAMA | ||
facility | facility | facility | facility | unit | ||||||||
sublease | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of discontinued operations | ' | ' | ' | 6 | 6 | 2 | ' | ' | ' | ' | ' | ' |
Periodic payment | $1.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on sale of Vandalia | ' | ' | ' | ' | ' | ' | 0.1 | 0.1 | -0.4 | ' | ' | ' |
Proceeds from sale of property and equipment | 0.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales price | ' | ' | ' | ' | ' | ' | ' | ' | 3.6 | 3.6 | ' | ' |
Number of facilities sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' |
Number of facilities | ' | ' | 37 | ' | ' | ' | ' | ' | ' | ' | 6 | ' |
Reduction in purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 0.4 | ' | ' | ' |
Net payments | ' | ' | ' | ' | ' | ' | ' | ' | 3.2 | ' | ' | ' |
Collateralized restricted cash | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Proceeds used for working capital | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' |
Number of sublease agreements executed | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Number of units under agreement to sale | ' | 102 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105 |
Discontinued_Operations_Activi
Discontinued Operations Activity of Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Gain on disposal of assets from discontinued operations | ' | ' | $0 | ($10) |
Discontinued Operations | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Total revenues from discontinued operations | 1,400 | 2,230 | 5,789 | 10,469 |
Net loss from discontinued operations | -690 | -696 | -1,531 | -2,998 |
Interest expense, net from discontinued operations | 263 | 258 | 787 | 864 |
Gain on disposal of assets from discontinued operations | $0 | ($20) | $0 | ($467) |
Discontinued_Operations_Assets
Discontinued Operations Assets and Liabilities of the Disposal Groups Held for Sale (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Discontinued Operations and Disposal Groups [Abstract] | ' | ' |
Property and equipment, net | $5,418 | $400 |
Other assets | 1,627 | 0 |
Assets held for sale | 7,045 | 400 |
Portion included in liabilities of disposal group held for sale | 5,000 | ' |
Line of credit | 197 | 0 |
Liabilities held for sale | $5,197 | $0 |
Discontinued_Operations_Assets1
Discontinued Operations Assets of Disposal Group Held for Use (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Assets of disposal group held for use | $0 | $5,135 |
Lincoln Lodge Retirement Residence and Hearth and Home of Vandalia | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Property and equipment, net | ' | 5,135 |
Assets of disposal group held for use | ' | $5,135 |
Discontinued_Operations_Assets2
Discontinued Operations Assets and Liabilities of the Variable Interest Entity Held for Sale (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Property and equipment, net | $5,418 | $400 |
Other assets | 1,627 | 0 |
Assets held for sale | 7,045 | 400 |
Liabilities held for sale | 5,197 | 0 |
Riverchase | Riverchase Village Facility | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Property and equipment, net | 5,893 | 5,893 |
Other assets | 1 | 52 |
Assets held for sale | 5,894 | 5,945 |
Bonds payable | 5,954 | 6,034 |
Liabilities held for sale | $5,954 | $6,034 |
Preferred_Stock_and_Stockholde1
Preferred Stock and Stockholders' Equity (Details Textual) (Series A Preferred Stock, USD $) | 0 Months Ended | 1 Months Ended | |
In Millions, except Share data, unless otherwise specified | Nov. 07, 2012 | Oct. 28, 2013 | Nov. 07, 2012 |
Series A Preferred Stock | ' | ' | ' |
Number of shares issued | 450,000 | 500,000 | ' |
Share Price | ' | $25 | ' |
Proceeds from Issuance or Sale of Equity Net of Issuance Cost | ' | $11.30 | ' |
Underwriting discounts and other offering-related expenses | ' | 1.2 | ' |
Liquidation preference per share (in dollars per share) | ' | $25 | $25 |
Dividend percentage on the liquidation preference per share | $2.72 | $2.72 | ' |
Dividend rate (as a percent) | 10.88% | 10.88% | ' |
Underwriting discounts and other offering related expenses | 1.2 | ' | ' |
Offering price (in dollars per share) | $23 | ' | ' |
Amount of net proceeds | $9.20 | ' | ' |
Stock_based_compensation_Detai
Stock based compensation (Details Textual) (USD $) | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of plans | 3 | ' |
Options outstanding, number | 1,144,000 | ' |
Warrants Term | '5 years | ' |
Warrants Granted | 48,889 | ' |
Investment Warrants, Exercise Price | $4.50 | ' |
Stock options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options outstanding, number | 1,144,000 | 1,804,000 |
Weighted-average grant date fair value | $1.95 | ' |
Unrecognized compensation expense related to non-vested stock options | $0.60 | ' |
Period for recognition for the unrecognized compensation | '1 year 8 months 12 days | ' |
Warrant | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average grant date fair value | $1.79 | ' |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Period for recognition for the unrecognized compensation | '1 year | ' |
Unrecognized compensation expense related to non-vested stock | 0.2 | ' |
Employee Stock Option 2004 Plan and Employee Stock Option 2005 Plan | Stock options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options outstanding, number | 16,014 | ' |
Employee Stock Option 2011 Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Maximum number of shares of common stock which can be issued | 2,152,500 | ' |
Warrant | Employee | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation expense related to non-vested stock | $0.20 | ' |
Period for recognition for the unrecognized compensation | '1 year 4 months 24 days | ' |
Warrants Granted | 0 | ' |
Warrant | Nonemployee | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Warrants Granted | 49,000 | ' |
Warrant | Nonemployee | Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Warrants Term | '2 years | ' |
Warrant | Nonemployee | Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Warrants Term | '10 years | ' |
Stock_Based_Compensation_Recog
Stock Based Compensation (Recognized Stock-based Compensation) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | $244 | $186 | $983 | $737 |
Amortization of prepaid services | 0 | 5 | 11 | 5 |
Employee | Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 88 | 55 | 277 | 343 |
Employee | Board stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 61 | 26 | 182 | 79 |
Nonemployee | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 103 | 93 | 450 | 280 |
Total non-employee stock-based compensation expense | 103 | 98 | 461 | 285 |
Nonemployee | Management restricted stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 10 | 2 | 112 | 19 |
Nonemployee | Board restricted stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 42 | 67 | 268 | 201 |
Warrant | Employee | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | 43 | 31 | 133 | 90 |
Warrant | Employee | Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Recognized stock based compensation | $141 | $88 | $522 | $452 |
Stock_Based_Compensation_Assum
Stock Based Compensation (Assumptions Used in Calculating the Fair Value of Common Stock Options and Warrants Granted) (Details) (Warrant) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Weighted average significant assumptions used to estimate the fair value | ' | ' |
Expected volatility (as a percent) | 51.00% | ' |
Expected life | '5 years | ' |
Dividend Yield (as a percent) | 0.00% | ' |
Risk-free interest rate (as a percent) | 1.74% | ' |
Employee Stock Option | ' | ' |
Weighted average significant assumptions used to estimate the fair value | ' | ' |
Expected volatility (as a percent) | 51.00% | 60.00% |
Expected life | '5 years 2 months 12 days | '5 years 2 months 12 days |
Dividend Yield (as a percent) | 0.00% | 0.00% |
Risk-free interest rate (as a percent) | 1.73% | 0.71% |
Stock_Based_Compensation_Activ
Stock Based Compensation (Activity with Respect to Employee Stock Options) (Details) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 |
Number of Shares | ' |
Outstanding at the end of the period (in shares) | 1,144,000 |
Employee Stock Option | ' |
Number of Shares | ' |
Outstanding at the beginning of the period (in shares) | 1,804,000 |
Granted (in shares) | 55,000 |
Exercised (in shares) | -115,000 |
Unvested options forfeited or cancelled (in shares) | -411,000 |
Vested option expired (in shares) | -189,000 |
Outstanding at the end of the period (in shares) | 1,144,000 |
Vested at the end of the period (in shares) | 675,000 |
Vested or expected to vest at the end of the period (in shares) | 1,063,000 |
Weighted Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | $4.54 |
Granted (in dollars per share) | $4.23 |
Exercised (in dollars per share) | $3.71 |
Unvested option forfeited or cancelled (in dollars per share) | $4.24 |
Vested option expired (in dollars per share) | $4.37 |
Outstanding at the end of the period (in dollars per share) | $4.74 |
Vested at the end of the period (in dollars per share) | $5.20 |
Vested or expected to vest at the end of the period (in dollars per share) | $4.79 |
Weighted Average Remaining Contract Life | ' |
Weighted- Average Remaining Contractual Term (in years) | '7 years 2 months 12 days |
Vested at the end of the period | '6 years 6 months |
Vested or expected to vest at the end of the period | '7 years 1 month 6 days |
Aggregate Intrinsic Value | ' |
Outstanding at the end of the period (in dollars) | $604 |
Vested at the end of the period (in dollars) | 295 |
Vested or expected to vest at the end of the period (in dollars) | $554 |
Stock_Based_Compensation_Stock
Stock Based Compensation (Stock Options Outstanding, Vested and Expected to Vest and Related Details) (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 1,144 |
Weighted Average Remaining Contractual Term (in years) | '7 years 2 months 12 days |
Weighted Average Exercise Price | $4.74 |
Vested and Expected to Vest (000's) | 1,063 |
Weighted Average Exercise Price | $4.79 |
$1.30 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 16 |
Weighted Average Remaining Contractual Term (in years) | '1 year 1 month 6 days |
Weighted Average Exercise Price | $1.30 |
Vested and Expected to Vest (000's) | 16 |
Weighted Average Exercise Price | $1.30 |
$1.31 - $3.99 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 323 |
Weighted Average Remaining Contractual Term (in years) | '5 years 3 months 18 days |
Weighted Average Exercise Price | $3.93 |
Vested and Expected to Vest (000's) | 305 |
Weighted Average Exercise Price | $3.93 |
$4.00 - $4.30 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 450 |
Weighted Average Remaining Contractual Term (in years) | '8 years 6 months |
Weighted Average Exercise Price | $4.12 |
Vested and Expected to Vest (000's) | 395 |
Weighted Average Exercise Price | $4.12 |
$4.31 - $4.99 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 40 |
Weighted Average Remaining Contractual Term (in years) | '8 years 8 months 12 days |
Weighted Average Exercise Price | $4.51 |
Vested and Expected to Vest (000's) | 32 |
Weighted Average Exercise Price | $4.52 |
$5.00 - $7.62 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number Outstanding (000's) | 315 |
Weighted Average Remaining Contractual Term (in years) | '7 years 3 months 18 days |
Weighted Average Exercise Price | $6.67 |
Vested and Expected to Vest (000's) | 315 |
Weighted Average Exercise Price | $6.67 |
Stock_Based_Compensation_Activ1
Stock Based Compensation (Activity with Respect to Common Stock Warrants) (Details) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 |
Number of Shares | ' |
Granted (in shares) | 48,889 |
Nonemployee | ' |
Number of Shares | ' |
Outstanding at the end of the period (in shares) | 816,000 |
Nonemployee | Warrant | ' |
Number of Shares | ' |
Outstanding at the beginning of the period (in shares) | 1,989,000 |
Granted (in shares) | 49,000 |
Exercised (in shares) | -897,000 |
Unvested warrants forfeited or cancelled (in shares) | 0 |
Vested warrants expired (in shares) | -325,000 |
Outstanding at the end of the period (in shares) | 816,000 |
Vested at the end of the period (in shares) | 816,000 |
Vested or expected to vest at the end of the period (in shares) | 816,000 |
Weighted Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | 3.84 |
Granted (in dollars per share) | 4.5 |
Exercised (in dollars per share) | 3.62 |
Unvested warrants forfeited or cancelled (in dollars per share) | 0 |
Vested warrants expired (in dollars per share) | 4.51 |
Outstanding at the end of the period (in dollars per share) | 3.86 |
Vested at the end of the period (in dollars per share) | 3.86 |
Vested or expected to vest at the end of the period (in dollars per shares) | 3.86 |
Weighted-Average Remaining Contract Term | ' |
Outstanding at the end of the period | '1 year 9 months 18 days |
Vested at the end of the period | '1 year 9 months 18 days |
Vested or expected to vest at the end of the period | '1 year 9 months 18 days |
Aggregate Intrinsic Value | ' |
Outstanding at the end of the period (in dollars) | 716 |
Vested at the end of the period (in dollars) | 716 |
Vested and expected to vest, Aggregate intrinsic value | 716 |
Employee | ' |
Number of Shares | ' |
Outstanding at the end of the period (in shares) | 1,846,000 |
Employee | Warrant | ' |
Number of Shares | ' |
Outstanding at the beginning of the period (in shares) | 1,876,000 |
Granted (in shares) | 0 |
Exercised (in shares) | -30,000 |
Unvested warrants forfeited or cancelled (in shares) | 0 |
Vested warrants expired (in shares) | 0 |
Outstanding at the end of the period (in shares) | 1,846,000 |
Vested at the end of the period (in shares) | 1,694,000 |
Vested or expected to vest at the end of the period (in shares) | 1,836,000 |
Weighted Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | 3.09 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 2.54 |
Unvested warrants forfeited or cancelled (in dollars per share) | 0 |
Vested warrants expired (in dollars per share) | 0 |
Outstanding at the end of the period (in dollars per share) | 3.1 |
Vested at the end of the period (in dollars per share) | 2.94 |
Vested or expected to vest at the end of the period (in dollars per shares) | 3.09 |
Weighted-Average Remaining Contract Term | ' |
Outstanding at the end of the period | '4 years 1 month 6 days |
Vested at the end of the period | '3 years 9 months 18 days |
Vested or expected to vest at the end of the period | '4 years 1 month 6 days |
Aggregate Intrinsic Value | ' |
Outstanding at the end of the period (in dollars) | 3,112 |
Vested at the end of the period (in dollars) | 3,073 |
Vested and expected to vest, Aggregate intrinsic value | 3,111 |
Stock_Based_Compensation_Activ2
Stock Based Compensation (Activity with Respect to Restricted Stock) (Details) (Restricted Stock [Member], USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Restricted Stock [Member] | ' |
Number of Shares | ' |
Unvested at the beginning of the period (in shares) | 314 |
Granted (in shares) | 0 |
Vested (in shares) | -10 |
Forfeited (in shares) | 0 |
Unvested at the end of the period (in shares) | 304 |
Weighted Avg. Grant Date Fair Value | ' |
Unvested at the beginning of the period (in dollars per share) | $3.31 |
Granted (in dollars per share) | $0 |
Vested (in dollars per share) | $4.34 |
Forfeited (in dollars per share) | $0 |
Unvested at the end of the period (in dollars per share) | $3.28 |
Stock_Based_Compensation_Optio
Stock Based Compensation (Options and Warrants Outstanding by Exercise Price) (Details) (USD $) | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 1,144,000 |
$1.04 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 1.04 |
$1.30 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 16,000 |
Deferred compensation arrangement, individual exercise price | 1.3 |
$1.73 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 1.73 |
$1.93 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 1.93 |
$2.57 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 2.57 |
$2.59 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 2.59 |
$3.43 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 3.43 |
$3.46 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 3.46 |
$3.75 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 3.75 |
$3.80 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 3.8 |
$3.81 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 3.81 |
$3.86 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 32,000 |
Deferred compensation arrangement, individual exercise price | 3.86 |
$3.93 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 191,000 |
Deferred compensation arrangement, individual exercise price | 3.93 |
$3.96 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 100,000 |
Deferred compensation arrangement, individual exercise price | 3.96 |
$4.05 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 20,000 |
Deferred compensation arrangement, individual exercise price | 4.05 |
$4.06 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 272,000 |
Deferred compensation arrangement, individual exercise price | 4.06 |
$4.08 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 4.08 |
$4.11 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 57,000 |
Deferred compensation arrangement, individual exercise price | 4.11 |
$4.30 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 101,000 |
Deferred compensation arrangement, individual exercise price | 4.3 |
$4.32 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 4.32 |
$4.33 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 15,000 |
Deferred compensation arrangement, individual exercise price | 4.33 |
$4.37 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 4.37 |
$4.50 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 4.5 |
$4.58 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 4.58 |
$4.61 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 25,000 |
Deferred compensation arrangement, individual exercise price | 4.61 |
$5.71 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 105,000 |
Deferred compensation arrangement, individual exercise price | 5.71 |
$5.90 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Deferred compensation arrangement, individual exercise price | 5.9 |
$6.67 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 105,000 |
Deferred compensation arrangement, individual exercise price | 6.67 |
$7.62 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options | 105,000 |
Deferred compensation arrangement, individual exercise price | 7.62 |
Nonemployee | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 816,000 |
Nonemployee | $1.73 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 13,000 |
Nonemployee | $3.80 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 50,000 |
Nonemployee | $3.81 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 548,000 |
Nonemployee | $3.96 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 85,000 |
Nonemployee | $4.08 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 55,000 |
Nonemployee | $4.37 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 16,000 |
Nonemployee | $4.50 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 49,000 |
Employee | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 1,846,000 |
Employee | $1.04 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 203,000 |
Employee | $1.93 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 199,000 |
Employee | $2.57 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 222,000 |
Employee | $2.59 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 212,000 |
Employee | $3.43 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 222,000 |
Employee | $3.46 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 116,000 |
Employee | $3.75 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 276,000 |
Employee | $3.93 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 105,000 |
Employee | $4.32 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 116,000 |
Employee | $4.58 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 105,000 |
Employee | $5.90 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants outstanding | 70,000 |
Variable_Interest_Entities_Det
Variable Interest Entities (Details Textual) (USD $) | 0 Months Ended | ||||||
15-May-14 | Jun. 22, 2013 | Jun. 22, 2013 | 15-May-14 | Mar. 03, 2014 | Mar. 03, 2014 | Sep. 30, 2014 | |
Riverchase Village Facility | Riverchase Village Facility | Riverchase Village Facility | Contract Termination | Contract Termination | Contract Termination | Consulting Agreement Amendment | |
Riverchase | Christopher Brogdon, the Company's Vice Chairman | Christopher Brogdon, the Company's Vice Chairman | Christopher Brogdon, the Company's Vice Chairman | Riverchase Village Facility | Christopher Brogdon, the Company's Vice Chairman | ||
facility | Christopher Brogdon, the Company's Vice Chairman | ||||||
Riverchase | |||||||
Variable interest entities | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | 5.00% | ' | ' | ' | ' |
Term of contract | ' | '5 years | ' | ' | ' | ' | ' |
Capacity of assisted living facility (in numbers of bed) | ' | 105 | ' | ' | ' | ' | ' |
Monthly fees (as a percent) | ' | 5.00% | ' | ' | ' | ' | ' |
Provision for property tax | $92,323 | ' | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | ' | ' | $1 | ' |
Notes payable | ' | ' | ' | 615,986 | 523,663 | ' | 268,663 |
Consulting agreement, aggregate consulting fee payable | ' | ' | ' | ' | ' | ' | $255,000 |
Variable_Interest_Entities_Ass
Variable Interest Entities Assets and Liabilities of the Variable Interest Entity (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Variable interest entities | ' | ' |
Accounts receivable | $25,771 | $23,598 |
Other assets | 93 | 12 |
Accounts payable | 17,729 | 23,783 |
Accrued expenses | 15,644 | 13,264 |
Noncontrolling interest | -2,182 | -1,634 |
Riverchase Village Facility | ' | ' |
Variable interest entities | ' | ' |
Cash | 2 | 11 |
Accounts receivable | 0 | 92 |
Restricted investments | 5,894 | 5,945 |
Other assets | 347 | 371 |
Total assets | 6,243 | 6,419 |
Accounts payable | 1,919 | 1,791 |
Accrued expenses | 552 | 228 |
Notes payable, net of current portion | 5,954 | 6,034 |
Noncontrolling interest | -2,182 | -1,634 |
Total liabilities | $6,243 | $6,419 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||
Sep. 22, 2014 | Jun. 24, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Oct. 02, 2013 | Sep. 30, 2014 | Mar. 07, 2014 | |
entity | facility | Single master lease arrangement | Separate lease agreement | Minimum | Maximum | Georgia Department of Community Health | Georgia Department of Community Health | Letter Received from Ohio Attorney General | Letter Received from Ohio Attorney General | |||||
facility | facility | facility | ||||||||||||
Commitments and contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of skilled nursing facilities under non-cancelable operating leases | ' | ' | ' | ' | 9 | ' | 5 | 2 | ' | ' | ' | ' | ' | ' |
Initial lease terms | ' | ' | ' | ' | ' | ' | '10 years | '12 years | '10 years | '12 years | ' | ' | ' | ' |
Capital expenditure per licensed bed per lease year at each facility | ' | ' | ' | ' | ' | ' | ' | $375 | ' | ' | ' | ' | ' | ' |
Facility rent expense | ' | ' | 1,700,000 | 1,700,000 | 5,100,000 | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditure per year for both facilities | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Term of lease | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease extension on renewal | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal Matters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities controlled by Mr. and Mrs. Brogdon against which complaint filed in the District Court of Oklahoma County by Plaintiffs | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of skilled nursing facilities owned by Mr. and Mrs. Brogdon located in Oklahoma that are managed by an AdCare subsidiary | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of skilled nursing facilities which are alleged to interfere with contractual relations between the Plaintiffs and Mr. Brogdon and with Plaintiffs' prospective economic advantage | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees payable as per the claim | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 1,200,000 | 1,000,000 |
Payments for towards settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||
6-May-14 | Sep. 30, 2014 | 6-May-14 | Mar. 31, 2014 | 6-May-14 | |
Consulting Agreement Amendment | Consulting Agreement Amendment | Origal Consulting Agreement | Origal Consulting Agreement | Winter Haven Subleases | |
Christopher Brogdon, the Company's Vice Chairman | Christopher Brogdon, the Company's Vice Chairman | Christopher Brogdon, the Company's Vice Chairman | Christopher Brogdon, the Company's Vice Chairman | ||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Consulting agreement, consulting fee, year 1 | $10,000 | ' | ' | ' | ' |
Consulting agreement, consulting fee, year 2 | 15,000 | ' | ' | ' | ' |
Consulting agreement, consulting fee, year 3 | 20,000 | ' | ' | ' | ' |
Consulting agreement, aggregate consulting fee | 400,000 | ' | ' | ' | ' |
Consulting agreement, success fee, per completed acquisition | 25,000 | ' | ' | 20,000 | ' |
Consulting agreement, maximum annual success fee | ' | ' | 160,000 | ' | ' |
Consulting agreement, termination fee prior to change in control | ' | ' | 550,000 | ' | ' |
Consulting agreement, termination fee within six months of change in control | ' | ' | 1,100,000 | ' | ' |
Consulting agreement, change in control fee | 500,000 | ' | ' | ' | ' |
Consulting agreement, consulting fee, upfront payment | ' | ' | 100,000 | ' | ' |
Consulting agreement, consulting fee, monthly payment | ' | ' | 15,000 | ' | ' |
Consulting agreement, aggregate consulting fee payable | ' | 255,000 | ' | ' | ' |
Notes payable | ' | 268,663 | ' | ' | ' |
Sublease, monthly payment | ' | ' | ' | ' | $5,000 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 10, 2014 | Oct. 10, 2014 | Oct. 10, 2014 | Oct. 01, 2014 | Oct. 01, 2014 |
Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Term Loan [Member] | Term Loan [Member] | Christopher Brogdon, the Company's Vice Chairman | Riverchase | Senior debt - bonds, net of discount | Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | |
Term Loan dated July 29, 2008 | Term Loan dated Nov 27, 2007 | Letter Agreement Second Amendment [Member] | Affiliated entity | Riverchase | Term Loan [Member] | Term Loan [Member] | |
Subsidiaries | Subsidiaries | Affiliated entity | Term Loan dated July 29, 2008 | Term Loan dated Nov 27, 2007 | |||
Subsidiaries | Subsidiaries | ||||||
SUBSEQUENT EVENTS | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate (as a percent) | 6.50% | 5.95% | ' | ' | ' | 4.20% | 4.16% |
Provision for property tax | ' | ' | $92,323 | ' | ' | ' | ' |
Consulting agreement, aggregate consulting fee payable | ' | ' | 255,000 | ' | ' | ' | ' |
Original principal amount | ' | ' | 268,663 | ' | ' | ' | ' |
Repayments of bonds | ' | ' | ' | ' | 85,000 | ' | ' |
Promissory note | ' | ' | ' | $177,323 | ' | ' | ' |