Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | ADCARE HEALTH SYSTEMS, INC | |
Entity Central Index Key | 1,004,724 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
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 | 19,879,417 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 15,340 | $ 10,735 |
Restricted cash and investments | 8,354 | 3,321 |
Accounts receivable, net of allowance of $10,903 and $6,708 | 16,654 | 24,294 |
Prepaid expenses and other | 3,327 | 1,766 |
Deferred tax asset | 569 | 569 |
Assets of disposal group held for use | 0 | 4,592 |
Assets of disposal group held for sale | 10,242 | 5,813 |
Assets of variable interest entity held for sale | 5,894 | 5,924 |
Total current assets | 60,380 | 57,014 |
Restricted cash and investments | 6,009 | 5,456 |
Property and equipment, net | 128,693 | 130,993 |
Intangible assets - bed licenses | 2,471 | 2,471 |
Intangible assets - lease rights, net | 3,754 | 4,087 |
Goodwill | 4,224 | 4,224 |
Lease deposits | 1,816 | 1,683 |
Deferred loan costs, net | 3,491 | 3,464 |
Other assets | 2,286 | 569 |
Total assets | 213,124 | 209,961 |
Current liabilities: | ||
Current portion of notes payable and other debt | 6,259 | 2,436 |
Current portion of convertible debt, net of discounts | 4,482 | 14,000 |
Revolving credit facilities and lines of credit | 1,542 | 5,576 |
Accounts payable | 13,915 | 16,434 |
Accrued expenses | 10,583 | 15,653 |
Liabilities of disposal group held for use | 0 | 4,035 |
Liabilities of disposal group held for sale | 9,398 | 5,197 |
Liabilities of variable interest entity held for sale | 5,870 | 5,956 |
Total current liabilities | 52,049 | 69,287 |
Notes payable and other debt, net of current portion: | ||
Senior debt, net of discounts | 102,621 | 106,089 |
Bonds, net of discounts | 6,918 | 7,011 |
Convertible debt, net of discounts | 9,200 | 0 |
Revolving credit facilities | 0 | 1,059 |
Other liabilities | 2,947 | 2,129 |
Deferred tax liability | 605 | 605 |
Total liabilities | $ 174,340 | $ 186,180 |
Commitments and contingency (Note 14) | ||
Preferred stock, no par value; 5,000 shares authorized; 2,113 and 950 shares issued and outstanding, redemption amount $52,831 and $23,750 at June 30, 2015 and December 31, 2014, respectively | $ 47,950 | $ 20,392 |
Stockholders’ equity: | ||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,838 and 19,151 issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 62,036 | 61,896 |
Accumulated deficit | (68,262) | (56,067) |
Total stockholders’ equity / (deficit) | (6,226) | 5,829 |
Noncontrolling interest in subsidiary | (2,940) | (2,440) |
Total equity / (deficit) | (9,166) | 3,389 |
Total liabilities and equity / (deficit) | $ 213,124 | $ 209,961 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance (in dollars) | $ 10,903 | $ 6,708 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 2,113,000 | 2,113,000 |
Preferred stock, shares outstanding (in shares) | 950,000 | 950,000 |
Preferred stock, redemption amount | $ 52,831 | $ 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 (in shares) | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued (in shares) | 19,838,000 | 19,838,000 |
Common stock and additional paid-in capital, shares outstanding (in shares) | 19,151,000 | 19,151,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Patient care revenues | $ 18,865 | $ 19,467 | $ 38,088 | $ 38,944 |
Management revenues | 256 | 304 | 474 | 786 |
Rental revenues | 4,205 | 296 | 5,545 | 593 |
Total revenues | 23,326 | 20,067 | 44,107 | 40,323 |
Expenses: | ||||
Cost of services (exclusive of facility rent, depreciation and amortization) | 16,862 | 16,013 | 33,822 | 31,907 |
General and administrative expense | 2,513 | 4,179 | 5,683 | 8,740 |
Facility rent expense | 1,932 | 923 | 3,021 | 1,855 |
Depreciation and amortization | 1,797 | 1,856 | 3,473 | 3,614 |
Salary retirement and continuation costs | (39) | 1,282 | (47) | 1,282 |
Total expenses | 23,065 | 24,253 | 45,952 | 47,398 |
Income (loss) from operations | 261 | (4,186) | (1,845) | (7,075) |
Other income (expense): | ||||
Interest expense, net | (2,279) | (2,601) | (4,769) | (5,174) |
Loss on extinguishment of debt | 0 | 0 | (680) | (583) |
Other expense | (194) | (83) | (480) | (191) |
Total other expense, net | (2,473) | (2,684) | (5,929) | (5,948) |
Loss from continuing operations before income taxes | (2,212) | (6,870) | (7,774) | (13,023) |
Income tax expense | 0 | 0 | (20) | (8) |
Loss from continuing operations | (2,212) | (6,870) | (7,794) | (13,031) |
Income (loss) from discontinued operations, net of tax | (3,151) | 4,075 | (2,818) | 7,713 |
Net loss | (5,363) | (2,795) | (10,612) | (5,318) |
Net loss attributable to noncontrolling interests | 270 | 157 | 500 | 330 |
Net loss attributable to AdCare Health Systems, Inc. | (5,093) | (2,638) | (10,112) | (4,988) |
Preferred stock dividend | (1,437) | (646) | (2,083) | (1,292) |
Net loss attributable to AdCare Health Systems, Inc. Common Stockholders | $ (6,530) | $ (3,284) | $ (12,195) | $ (6,280) |
Net loss per Share of Common Stock attributable to AdCare Health Systems, Inc. Common Stockholders-Basic (in dollars per share) | ||||
Continuing operations (in dollars per share) | $ (0.17) | $ (0.43) | $ (0.48) | $ (0.81) |
Discontinued operations (in dollars per share) | (0.16) | 0.24 | (0.15) | 0.45 |
Net Loss per Common Share-Basic (in dollars per share) | (0.33) | (0.19) | (0.63) | (0.36) |
Net loss per Share of Common Stock attributable to AdCare Health Systems, Inc. Common Stockholders-Diluted (in dollars per share) | ||||
Continuing operations (in dollars per share) | (0.17) | (0.43) | (0.48) | (0.81) |
Discontinued operations (in dollars per share) | (0.16) | 0.24 | (0.15) | 0.45 |
Net Loss per Common Share-Diluted (in dollars per share) | $ (0.33) | $ (0.19) | $ (0.63) | $ (0.36) |
Weighted Average Shares of Common Stock Outstanding: | ||||
Basic (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Diluted (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT) - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock and Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2014 | $ 3,389 | $ 61,896 | $ (56,067) | $ (2,440) |
Balance at beginning of period (in shares) at Dec. 31, 2014 | 19,838 | 19,151 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation expense | $ 432 | $ 432 | ||
Exercises of options and warrants, net of shares withheld | 1,791 | $ 1,791 | ||
Exercises of options and warrants, net of shares withheld (in shares) | 527 | |||
Issuance of restricted stock, net (shares) | 160 | |||
Common stock dividend | (2,083) | $ (2,083) | ||
Preferred stock dividend | (2,083) | (2,083) | ||
Net loss | (10,612) | (10,112) | (500) | |
Balance at end of period at Jun. 30, 2015 | $ (9,166) | $ 62,036 | $ (68,262) | $ (2,940) |
Balance at end of period (in shares) at Jun. 30, 2015 | 19,838 | 19,838 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (10,612) | $ (5,318) |
(Income) loss from discontinued operations, net of tax | 2,818 | (7,713) |
Loss from continuing operations | (7,794) | (13,031) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 3,473 | 3,614 |
Warrants issued for services | 0 | 88 |
Stock-based compensation expense | 432 | 738 |
Rent expense in excess of cash paid | 1,038 | 53 |
Amortization of deferred financing costs | 753 | 935 |
Amortization of debt discounts and premiums | (7) | (16) |
Loss on debt extinguishment | 680 | 583 |
Bad debt expense | 1,359 | 478 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,874) | (1,137) |
Prepaid expenses and other | (1,434) | (1,622) |
Other assets | (1,852) | 15 |
Accounts payable and accrued expenses | (176) | (1,944) |
Net cash used in operating activities - continuing operations | (6,402) | (11,246) |
Net cash provided by (used in) operating activities - discontinued operations | (2,275) | 2,708 |
Net cash used in operating activities | (8,677) | (8,538) |
Cash flows from investing activities: | ||
Change in restricted cash and investments | (4,186) | 7,257 |
Purchase of property and equipment | (722) | (1,617) |
Net cash provided by (used in) investing activities - continuing operations | (4,908) | 5,640 |
Net cash used in investing activities - discontinued operations | (1,408) | (1,585) |
Net cash provided by (used in) investing activities | (6,316) | 4,055 |
Cash flows from financing activities: | ||
Proceeds from debt | 22,730 | 3,255 |
Proceeds from convertible debt | 2,049 | 6,055 |
Repayment of notes payable | (25,523) | (6,197) |
Repayment on bonds payable | 0 | (3,049) |
Repayment on convertible debt | 0 | (4,014) |
Proceeds from lines of credit | 20,780 | 34,823 |
Repayment of lines of credit | (25,874) | (34,936) |
Debt issuance costs | (830) | (648) |
Exercise of warrants and options | 1,791 | 2,342 |
Proceeds from preferred stock issuances, net | 27,558 | 0 |
Other | 0 | (50) |
Dividends paid on common stock | (990) | 0 |
Dividends paid on preferred stock | (2,083) | (1,292) |
Net cash provided by (used in) financing activities - continuing operations | 19,608 | (3,711) |
Net cash used in financing activities - discontinued operations | (10) | (33) |
Net cash provided by (used in) financing activities | 19,598 | (3,744) |
Net change in cash and cash equivalents | 4,605 | (8,227) |
Cash and cash equivalents, beginning | 10,735 | 19,374 |
Cash and cash equivalents, ending | 15,340 | 11,147 |
Cash paid during the year for: | ||
Interest | 4,674 | 2,472 |
Supplemental disclosure of non-cash activities: | ||
Conversions of debt and other liabilities to equity | 0 | 2,930 |
2014 Notes surrendered and cancelled in payment for 2015 Notes | 5,651 | 0 |
2011 Notes surrendered and cancelled in payment for 2014 Notes | 0 | 445 |
Warrants issued in conjunction with convertible debt offering | $ 0 | $ 87 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 , filed with the Securities and Exchange Commission (the "SEC") on March 31, 2015 (the "Annual Report"), 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” ) own, lease, operate or manage for third-parties skilled nursing and assisted living facilities in the states of Alabama, Arkansas, Georgia, North Carolina, Ohio, Oklahoma and South Carolina. In July 2014, the Company announced that the Board of Directors had approved a strategic plan to transition the Company to a healthcare property holding and leasing company. Through a series of leasing and subleasing transactions, the Company is in the process of transitioning to third-parties the operations of the Company’s currently owned and operated healthcare facilities, which are principally skilled nursing facilities. In furtherance of this strategic plan, the Company is now focused on the ownership, acquisition and leasing of healthcare related properties. As of June 30, 2015 , the Company operated or managed fifteen facilities comprised of thirteen skilled nursing facilities, one assisted living facility and one independent living/senior housing facility totaling 1,572 beds. The Company’s facilities provide a range of health care services to patients and residents including 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 June 30, 2015 , of the fifteen facilities, the Company owned and operated nine facilities, leased and operated three facilities, and managed three facilities for third-parties. As of June 30, 2015 , the Company also leased fourteen owned and subleased eight leased skilled nursing and rehabilitation facilities and one owned assisted living facility to local third-party operators in the states of Alabama, Arkansas, Georgia, North Carolina and South Carolina. During the three and six months ended June 30, 2015 , the Company entered into certain leasing and operations transfer agreements for facilities located in Arkansas, Georgia, North Carolina and South Carolina (see Note 7 - Leases for a full description of such leases). Subsequent to June 30, 2015 , the Company entered into certain leasing and operations transfer agreements for facilities located in Georgia and Ohio (see Note 16 - Subsequent Events ). 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 six months ended June 30, 2015 and 2014 , are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2014 , 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 the accompanying unaudited consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2014 , included in the Annual Report. 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 consolidated 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. In addition, reclassifications were made to the Consolidated Statements of Operations for the three and six months ended June 30, 2014 , to reflect the same facilities in discontinued operations for both periods presented. Patient Care Revenue Recognition and Receivables The Company recognizes patient care 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 patient care 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, patient care revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. Patient care revenue from the Medicaid and Medicare programs accounted for 80.0% and 79.9% of the Company’s patient care revenue for the three and six months ended June 30, 2015 , respectively, and 81.5% and 81.2% of the Company's patient care revenue for the three and six months ended June 30, 2014 , respectively. The Company records patient care revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s patient care 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. The Company recorded retroactive adjustments to patient care revenue which were not material to the Company's consolidated revenue for the three and six months ended June 30, 2015 and 2014 . 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 June 30, 2015 and December 31, 2014 , the Company has an allowance for uncollectible accounts of $10.9 million and $6.7 million , respectively. Management Fee Revenue Recognition and Receivables Management fee revenues and receivables are recorded in the month that services are provided. As of June 30, 2015 and December 31, 2014 , the Company evaluated collectibility of management fees and determined that no allowance was required. Rental Revenue Recognition and Receivables The Company, as lessor or sublessor, makes a determination with respect to each of its leases and subleases 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. As of June 30, 2015 and December 31, 2014 , the Company evaluated collectibility of rental revenue and determined that no allowance was required. 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, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments because 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 accounting pronouncements and ASU interpretations that have effectiveness dates during the periods reported and in future periods. In April 2014, the FASB issued ASU 2014-08 which 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 reporting periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The Company has adopted this ASU as of January 1, 2015. 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 new standard 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. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. As a result, this new revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted beginning after December 15, 2016, including interim periods within those reporting periods. The Company has not yet determined the impact, if any, that the adoption of this new standard 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 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 new standard will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 guidance regarding debt issuance costs as a part of the simplification and productivity initiative. Under this new standard, debt issuance costs will be presented as a direct reduction from the carrying amount of the debt liability, consistent with the presentation of debt discounts. The amortization of debt issuance costs will be reported as interest expense. The new standard is to be applied on a retrospective basis and reported as a change in an accounting principle. This standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating changes in its accounting required by this new standard and the impact to the Company's financial position and related disclosures. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
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 for 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. 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 six months ended June 30, 2015 and 2014 , potentially dilutive securities of 6.6 million and 9.1 million , respectively, were excluded from the diluted income (loss) per share calculation because including them would have been anti-dilutive in both periods. The following tables provide a reconciliation of net income (loss) for continuing and discontinued operations and the number of shares of common stock used in the computation of both basic and diluted earnings per share: Three Months Ended June 30, 2015 2014 (Amounts in 000’s, except per share data) Income Shares Per Income Shares Per Continuing operations: Loss from continuing operations $ (2,212 ) $ (6,870 ) Net income attributable to noncontrolling interests 270 157 Loss from continuing operations (1,942 ) (6,713 ) Preferred stock dividend (1,437 ) (646 ) Basic loss from continuing operations (3,379 ) 19,775 $ (0.17 ) (7,359 ) 17,221 $ (0.43 ) Diluted loss from continuing operations (a) (3,379 ) 19,775 $ (0.17 ) (7,359 ) 17,221 $ (0.43 ) Discontinued operations: Basic (loss) income from discontinued operations (3,151 ) 19,775 $ (0.16 ) 4,075 17,221 $ 0.24 Diluted (loss) income from discontinued operations (a) (3,151 ) 19,775 $ (0.16 ) 4,075 17,221 $ 0.24 Net loss attributable to AdCare: Basic loss (6,530 ) 19,775 $ (0.33 ) (3,284 ) 17,221 $ (0.19 ) Diluted loss (a) (6,530 ) 19,775 $ (0.33 ) (3,284 ) 17,221 $ (0.19 ) Six Months Ended June 30, 2015 2014 (Amounts in 000’s, except per share data) Income Shares Per Income Shares Per Continuing operations: Loss from continuing operations $ (7,794 ) $ (13,031 ) Net loss attributable to noncontrolling interests 500 330 Basic loss from continuing operations (7,294 ) (12,701 ) Preferred stock dividend (2,083 ) (1,292 ) Basic loss from continuing operations (9,377 ) 19,499 $ (0.48 ) (13,993 ) 17,220 $ (0.81 ) Diluted loss from continuing operations (a) (9,377 ) 19,499 $ (0.48 ) (13,993 ) 17,220 $ (0.81 ) Discontinued operations: Basic loss from discontinued operations (2,818 ) 19,499 $ (0.15 ) 7,713 17,220 $ 0.45 Diluted (loss) income from discontinued operations (a) (2,818 ) 19,499 $ (0.15 ) 7,713 17,220 $ 0.45 Net loss attributable to AdCare: Basic loss (12,195 ) 19,499 $ (0.63 ) (6,280 ) 17,220 $ (0.36 ) Diluted loss (a) (12,195 ) 19,499 $ (0.63 ) (6,280 ) 17,220 $ (0.36 ) (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: June 30, (Share amounts in 000’s) 2015 2014 Outstanding stock options 774 1,758 Outstanding warrants - employee 1,887 1,876 Outstanding warrants - nonemployee 585 1,016 Subordinated convertible notes 3,319 4,406 Total anti-dilutive securities 6,565 9,056 |
Liquidity and Profitability
Liquidity and Profitability | 6 Months Ended |
Jun. 30, 2015 | |
LIQUIDITY AND PROFITABILITY | |
LIQUIDITY AND PROFITABILITY | LIQUIDITY AND PROFITABILITY Sources of Liquidity At June 30, 2015 , the Company had $15.3 million in cash and cash equivalents as well as restricted cash and investments of $14.4 million . Over the next 12 months, the Company anticipates both access to and receipt of several sources of liquidity. At June 30, 2015 , the Company had one facility, three office buildings and one VIE held for sale that the Company anticipates selling in 2015. The Company expects that the cash proceeds and the release of restricted cash on the sale of the VIE and the sale of the one facility will be approximately equivalent to the related debt obligations. The Company expects that the cash proceeds from the sale of the office buildings will exceed related debt obligations by approximately $0.6 million . The Company routinely has ongoing discussions with existing and potential new lenders to refinance current debt on a longer term basis and, in recent periods, has refinanced short term acquisition debt, including seller notes, with traditional long term mortgage notes, some of which have been executed under government guaranteed lending programs. During the remainder of 2015, the Company anticipates net proceeds of approximately $1.6 million on refinancing of existing debt, primarily in the fourth quarter of 2015, subject to approval by the United States Department of Housing and Urban Development. The Company maintains two revolving lines of credit for which the Company has limited remaining capacity. All balances on these lines of credit are expected to be repaid in 2015. Given the Company's ongoing transition out of healthcare operations, the Company does not anticipate any additional draws on these credit lines. On April 13, 2015, the Company issued and sold 575,000 shares of Series A Cumulative Redeemable Preferred Stock, no par value per share and liquidation preference of $25.00 per share (the "Series A Preferred Stock"), in a “best efforts” registered public offering for a public offering price of $25.75 per share. In connection therewith, the Company received net proceeds of $13.8 million , after the payment of underwriting commissions and discounts and other offering expenses payable by the Company. On June 2, 2015, the Company issued and sold 588,235 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.50 per share. In connection therewith, the Company received net proceeds of approximately $14.2 million after the payment of underwriting commissions and discounts and other offering expenses payable by the Company (see Note 11 - Dividends and Equity ). On July 21, 2015, the Company entered into separate at market issuance sales agreements with two sales agents, pursuant to which the Company may offer and sell, from time to time, up to 800,000 shares of Series A Preferred Stock through an “at the market” offering program (see Note 16 - Subsequent Events ). On July 30, 2015, the Company entered into an amendment, effective July 31, 2015, to a certain 8% subordinated convertible note issued by the Company and due July 31, 2015, with a then-current principal amount of $4,847,000 , to, among other things: (i) extend the maturity date of such note with respect to $1,500,000 of its principal amount to October 31, 2017; (ii) increase the interest rate from 8.0% to 10.0% per annum; and (iii) increase the conversion price from $3.97 to $4.25 per share (see Note 9 - Notes Payable and Other Debt, Note 15 - Related Party Transactions and Note 16 - Subsequent Events ). Other liquidity sources include to a lesser extent, the proceeds from the exercise of options and warrants. Cash Requirements At June 30, 2015 , the Company had $146.3 million in indebtedness of which the current portion was $27.6 million . This current portion is comprised of: (i) convertible debt of approximately $4.5 million ; (ii) debt of held for sale entities of approximately $15.3 million , which is primarily senior debt - bond and mortgage indebtedness; and (iii) remaining debt of approximately $7.8 million which includes revolver debt, senior debt - bonds, and senior debt - mortgage indebtedness (for a complete debt listing and credit facility detail, see Note 9 - Notes Payable and Other Debt ). The convertible debt includes the 8% subordinated convertible note which was amended effective July 31, 2015 and described under "-Sources of Liquidity" (see Note 9 - Notes Payable and Other Debt, Note 15 - Related Party Transactions and Note 16 - Subsequent Events ). The current debt maturing in 2015 for all other debt approximates $7.8 million . As indicated previously, the Company routinely has ongoing discussions with existing and potential new lenders to refinance current debt on a longer term basis and, in recent periods, has 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. The Company anticipates net principal disbursements of approximately $9.8 million over the next twelve months which reflect the offset of anticipated proceeds on refinancing of approximately $2.5 million . The Company anticipates operating cash requirements in 2015 as being less than in 2014 due to the Company's transition to a healthcare property holding and leasing company. Based on the described sources of liquidity and related cash requirements, the Company expects sufficient funds for its operations, scheduled debt service, and capital expenditures at least through the next twelve months. On a longer term basis, at June 30, 2015, the Company has approximately $64.2 million of debt maturities due over the next two-year period, ending June 30, 2017, excluding convertible notes which are convertible into shares of common stock. The Company has been successful in recent years in raising new equity capital and believes, based on recent discussions, that these markets will continue to be available to it for raising capital in 2015 and beyond. The Company believes its long-term liquidity needs will be satisfied by these same sources, as well as borrowings as required to refinance indebtedness. In order to satisfy the Company's capital needs, the Company seeks to: (i) improve operating results through a series of leasing and subleasing transactions with favorable terms and consistent and predictable cash flow; (ii) expand borrowing arrangements with certain lenders; (iii) refinance current debt where possible to obtain more favorable terms; and (iv) raise capital through the issuance of debt or equity securities on terms favorable to the Company. The Company anticipates that these actions, if successfully executed, will provide the opportunity to maintain liquidity on a short-and-long term basis, thereby permitting the Company to meet our operating and financing obligations for the next twelve months. However, there is no guarantee that such actions will be successful or that anticipated operating results or the transition of the Company to primarily a property holding and leasing company will be achieved. The Company currently has limited borrowing availability under our existing revolving credit facilities. |
Restricted Cash and Investments
Restricted Cash and Investments | 6 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 December 31, 2014 HUD escrow deposits $ 365 $ 289 Lender's collection account 299 35 Current replacement reserves 133 9 HUD current replacement reserves 637 637 Cash collateral and certificates of deposit 6,920 2,302 Property tax escrow — 49 Total current portion 8,354 3,321 HUD replacement reserves 1,110 1,074 Reserves for capital improvements 211 936 Restricted investments for other debt obligations 4,688 3,446 Total noncurrent portion 6,009 5,456 Total restricted cash and investments $ 14,363 $ 8,777 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
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 six months ended June 30, 2015 . 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, 2014 Gross $ 35,690 $ 2,471 $ 7,406 $ 45,567 Accumulated amortization (3,587 ) — (3,319 ) (6,906 ) Net carrying amount $ 32,103 $ 2,471 $ 4,087 $ 38,661 Disposition Gross (a) — — (525 ) (525 ) Accumulated amortization (a) — — 525 525 Amortization expense (586 ) — (333 ) (919 ) Balances, June 30, 2015 Gross 35,690 2,471 6,881 45,042 Accumulated amortization (4,173 ) — (3,127 ) (7,300 ) Net carrying amount $ 31,517 $ 2,471 $ 3,754 $ 37,742 (a) During the six months ended June 30, 2015 , the Company removed fully amortized carrying balances for lease rights related to one skilled nursing facility located in Cassville, Missouri. The lease expired on September 30, 2014 , and the Company elected not to renew the lease agreement. Amortization expense for bed licenses included in property and equipment was approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2015 , and $0.3 million and $0.6 million for the three and six months ended June 30, 2014 . Amortization expense for lease rights was approximately $0.2 million and $0.3 million for the three and six months ended June 30, 2015 and $0.2 million and $0.3 million for the three and six months ended June 30, 2014 . 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 2015 (a) $ 586 $ 333 2016 1,173 667 2017 1,173 667 2018 1,173 667 2019 1,173 667 Thereafter 26,239 753 Total expected amortization expense $ 31,517 $ 3,754 (a) Estimated amortization expense for the year ending December 31, 2015 , includes only amortization to be recorded after June 30, 2015 . The following table summarizes the carrying amount of goodwill: (Amounts in 000’s) June 30, 2015 December 31, 2014 Goodwill $ 5,023 $ 5,023 Accumulated impairment losses (799 ) (799 ) Total $ 4,224 $ 4,224 The Company does not amortize goodwill or indefinite lived intangibles, which consist of separable bed licenses. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
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 Lives (Years) June 30, 2015 December 31, 2014 Buildings and improvements 5-40 $ 128,355 $ 128,136 Equipment 2-10 13,261 13,294 Land — 7,122 7,127 Computer related 2-10 2,915 2,908 Construction in process — 175 52 151,828 151,517 Less: accumulated depreciation and amortization (23,135 ) (20,524 ) Property and equipment, net $ 128,693 $ 130,993 Buildings and improvements includes the capitalization of the costs incurred for the respective certificates of need (the "CON"). For additional information on the CON amortization, see Note 6 - Intangible Assets and Goodwill . Depreciation and amortization expense was approximately $1.6 million and $3.1 million for the three and six months ended June 30, 2015 , and $1.7 million and $3.3 million for the three and six months ended June 30, 2014 , respectively. Total depreciation and amortization expense excludes $0.03 million and $0.08 million for the three and six months ended June 30, 2015 , and $0.1 million and $0.3 million for the three and six months ended June 30, 2014 , respectively, that is recognized in loss from discontinued operations, net of tax. During the three months ended June 30, 2015 , the Company recognized an impairment charge of approximately $0.1 million to write down the carrying value of its two office buildings located on Hembree Road in Roswell, Georgia. The assets and liabilities of the Hembree Road buildings are included in Assets and Liabilities Held for Sale as of June 30, 2015 (see Note 10 - Discontinued Operations ). |
Leases
Leases | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
LEASES | LEASES Operating Leases The Company leases a total of eleven 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; three of the skilled nursing facilities that are leased are also operated by the Company. The Company also leases certain office space with similar provisions as the aforementioned skilled nursing facility leases. Eight of the Company's skilled nursing facilities are operated under a single master indivisible lease arrangement, dated August 1, 2010 , with William M. Foster as landlord (the "Prime Lease"). The lease has a term of ten years into 2020. Under the Prime 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 Medicaid and Medicare provider requirements, is a default under the Prime Lease. In addition, other potential defaults related to an individual facility may cause a default of the entire Prime Lease. 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. As previously disclosed, on May 18, 2015, the landlord delivered to the Company a notice which alleges that the Company is in default under the Prime Lease for, among other reasons, subleasing the facilities to third-party operators without the landlord’s written consent and reserves the landlord’s right to terminate the Prime Lease and/or pursue any other remedy available at law or in equity. The Company does not believe that it is in default under the Prime Lease and is in discussions with the landlord regarding the matter. Two of the Company's facilities are operated under a single indivisible lease; therefore, a breach at a single facility could subject the second facility to the same default risk. The lease has an initial term of twelve years into 2022 and two optional ten -year renewal terms, and includes covenants and restrictions. The Company is required to make 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 June 30, 2015 , the Company is in compliance with all financial and administrative covenants of this lease agreement. Future minimum lease payments for each of the next five years ending December 31 , are as follows: (Amounts in 2015 (a) $ 4,000 2016 7,980 2017 8,062 2018 8,188 2019 7,861 Thereafter 8,279 Total $ 44,370 (a) Estimated minimum lease payments for the year ending December 31, 2015 , include only payments to be recorded after June 30, 2015 . The Company has also entered into lease agreements for various equipment used in the facilities. These leases are included in future minimum lease payments above. Leased and Subleased Facilities to Third-Party Operators In connection with the Company's strategic plan to transition to a healthcare property holding and leasing company, twenty-three facilities ( fifteen owned by us and eight leased to us) are leased or subleased on a triple net basis, meaning that the lessee ( i.e ., the new third-party operator of the property) is obligated under the lease or sublease, as applicable, for all liabilities of the property in respect to insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. Future minimum lease receivables from the Company’s facilities leased and subleased to third party operators for each of the next five years ending December 31 , are as follows: (Amounts in 2015 (a) $ 10,273 2016 21,146 2017 21,596 2018 22,030 2019 21,753 Thereafter 75,834 Total $ 172,632 (a) Estimated minimum lease receivables for the year ending December 31, 2015 , include only payments to be received after June 30, 2015 . For further details regarding the Company's leased and subleased facilities to third-party operators, see below and also Note 16 - Subsequent Events in this Quarterly Report and Note 7 - Leases included in the Annual Report. Arkansas Leases On January 16, 2015, ten wholly-owned subsidiaries (each, an “Aria Sublessor”) of the Company entered into separate sublease agreements pursuant to which each Aria Sublessor leases one of ten skilled nursing facilities located in Arkansas, and owned by a subsidiary of AdCare, to an affiliate of Aria Health Group, LLC (each, an "Aria Sublessee"), which subleases were originally scheduled to commence on March 1, 2015, subject to, among other things: (i) such Aria Sublessee’s receipt of all licenses and other approvals from the State of Arkansas to operate such facility; and (ii) approval of the mortgage lender with respect to such facility. Each sublease agreement is structured as triple net lease wherein the Aria Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. On April 30, 2015, the Company entered into a Lease Inducement Fee Agreement (the "Aria Lease Inducement") with Aria Health Consulting, LLC. The Aria Lease Inducement provided for a one-time payment from the Company to Aria Health Consulting, LLC equal to $2.0 million minus the security deposits and first month's base and special rent for all Aria Sublessees. On April 30, 2015, in connection with the Aria Lease Inducement, the eight sublease agreements with the Aria Sublessees were amended to, among other things, provide that the Aria Sublessees shall, collectively, pay to the Aria Sublessors special rent in the amount of $29,500 per month payable in advance on or before the first day of each month (except for the first special rent payment, which was subtracted from the lease inducement fee paid by the Company under the Aria Lease Inducement). On April 30, 2015, two Aria Sublessors entered into separate sublease termination agreements with two Aria Sublessees, pursuant to which each Aria Sublessor and Aria Sublessee mutually agreed to terminate two of the separate sublease agreements previously entered into on January 16, 2015. The remaining eight sublease agreements commenced on May 1, 2015. In connection with entering into the sublease agreements, each Aria Sublessor and Aria Sublessee also entered into an operations transfer agreement with respect to the applicable facility, each containing customary terms and conditions relating to the transfer of operations of the skilled nursing facilities. As a condition to the Aria Sublessees agreement to a commencement date of May 1, 2015, the Company and the Aria Sublessees agreed to assess, in good faith and within thirty (30) days following the commencement date, making a one-time equitable adjustment to base rent equal to the difference between the facilities 2014 professional liability and general liability insurance costs and projected costs for the first lease year of comparable or mutually acceptable insurance as further adjusted by anticipated Medicaid reimbursement rate increases solely from such added costs. Pursuant to each sublease agreement, the initial lease term is ten years with a five -year renewal option. The annual base rent under all of the sublease agreements in the first year is $5.3 million in the aggregate, exclusive of any equitable adjustment, and the annual base rent under each sublease will escalate at 2% each year through the initial term and 3% per year upon renewal. The sublease agreements are cross-defaulted. On February 27, 2015 and March 31, 2015, the sublease agreements with the Aria Sublessees were amended to extend the commencement date of the subleases to April 1, 2015, and May 1, 2015, respectively. On July 17, 2015, the Company, on behalf of each Aria Sublessor, and Highlands Arkansas Holdings, LLC, an affiliate of Aria (“HAH”) and acting on behalf of each Aria Sublessee, entered into a letter agreement whereby the parties agreed to amend the sublease agreements to reflect a onetime equitable adjustment to annual base rent, for the collective benefit of each Aria Sublessee, in the aggregate amount of $360,000 . On July 17, 2015, the Company made a short-term loan to HAH and, in connection therewith, HAH executed a promissory note in the amount $1.2 million in favor of the Company. Interest accrues on the unpaid principal balance of the note at a rate of 12.5% per annum (see Note 16 - Subsequent Events ). Georgia Leases On January 31, 2015 , a wholly owned subsidiary (“Wellington Sublessor”) of the Company entered into separate sublease agreements pursuant to which Wellington Sublessor leases two skilled nursing facilities located in Georgia, to affiliates of Wellington Health Services, L.L.C (each a "Wellington Sublessee"). Each sublease agreement was subject to, among other things, each Wellington Sublessee's receipt of all licenses and other approvals from the State of Georgia to operate such facility. The subleases commenced on April 1, 2015 . The facilities are currently leased by Wellington Sublessor, as tenant, pursuant to the Prime Lease. Each sublease agreement is structured as triple net lease wherein the Wellington Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of each sublease agreement will expire on July 31, 2020 coterminous with the Prime Lease. If Wellington Sublessor and landlord agree to extend the term of the Prime Lease, Wellington Sublessee has the right to extend the term of the sublease agreements through the end of the renewal term of the Prime Lease. The annual rent under the two sublease agreements in the first year will be $3.9 million in the aggregate, and the annual rent under each sublease will escalate at 1% each year through the initial term and 2% per year through the renewal term, if any. The sublease agreements are cross-defaulted. In connection with the sublease agreements, the current licensed operators (wholly-owned subsidiaries of Wellington Sublessor) and the Wellington Sublessees also entered into operations transfer agreements with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. On February 18, 2015 , a wholly owned subsidiary (“College Park Sublessor”) of the Company entered into separate sublease agreements pursuant to which College Park Sublessor leases one skilled nursing facility located in Georgia, to affiliates of C.R. of College Park, LLC (the "College Park Sublessee"). The sublease agreement was subject to, among other things, the College Park Sublessee's receipt of all licenses and other approvals from the State of Georgia to operate such facility. The sublease agreement is structured as triple net lease wherein the College Park Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on April 30, 2020 and has a five year renewal option. The annual rent under the sublease agreement in the first year will approximate $0.6 million annually, and the annual rent will escalate at $12,000 annually through the lease term. The sublease commenced on April 1, 2015 . In connection with the sublease agreements, the current licensed operator (wholly-owned subsidiary of College Park Sublessor) and the College Park Sublessee also entered into an operations transfer agreement with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. On February 18, 2015 , a wholly owned subsidiary (“Autumn Breeze Sublessor”) of the Company entered into a sublease agreement pursuant to which Autumn Breeze Sublessor will lease one skilled nursing facility located in Georgia, to affiliates of C.R. of Autumn Breeze, LLC (the "Autumn Breeze Sublessee"). The sublease agreement is subject to, among other things, the Autumn Breeze Sublessee's receipt of all licenses and other approvals from the State of Georgia to operate such facility. The sublease agreement is structured as triple net lease wherein the Autumn Breeze Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on April 30, 2020 and has a five year renewal option. The annual rent under the sublease agreement in the first year will approximate $0.8 million annually, and the annual rent will escalate at $12,000 annually through the initial lease term. In connection with the sublease agreements, the current licensed operator (wholly-owned subsidiary of Autumn Breeze Sublessor) and the Autumn Breeze Sublessee also entered into an operations transfer agreement with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. On March 17, 2015 , a wholly owned subsidiary (“LaGrange Sublessor”) of the Company entered into a sublease agreement pursuant to which LaGrange Sublessor leases one skilled nursing facility located in Georgia, to affiliates of C.R. of LaGrange, LLC (the "LaGrange Sublessee") The sublease agreement was subject to, among other things, the LaGrange Sublessee's receipt of all licenses and other approvals from the State of Georgia to operate such facility. The sublease commenced on April 1, 2015 . The facilities are currently leased by LaGrange Sublessor, as tenant, pursuant to the Prime Lease. The sublease agreement is structured as triple net lease wherein the LaGrange Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on July 31, 2020 coterminous with the Prime Lease. If LaGrange Sublessor and landlord agree to extend the term of the Prime Lease, LaGrange Sublessee has the right to extend the term of the sublease agreements through the end of the renewal term of the Prime Lease. The annual rent under the sublease agreement in the first two years will approximate $1.0 million annually, and the annual rent will escalate at 3.0% annually through the lease term. In connection with the sublease agreements, the current licensed operators (wholly-owned subsidiaries of LaGrange Sublessor) and the LaGrange Sublessee also entered into an operations transfer agreement with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. On July 20, 2015, a wholly owned subsidiary of the Company (the “Georgia Sublessor”) entered into a sublease agreement pursuant to which the Georgia Sublessor will lease two skilled nursing facilities located in Georgia to affiliates of Wellington Health Services, L.L.C (see Note 16 - Subsequent Events ). North Carolina and South Carolina Leases On February 27, 2015 , three wholly owned subsidiaries (each, a “Symmetry Healthcare Sublessor”) of the Company entered into separate sublease agreements pursuant to which each Symmetry Healthcare Sublessor leases one skilled nursing facility located in North Carolina and two skilled nursing facilities located in South Carolina, respectively, to a wholly-owned subsidiary of Symmetry Healthcare Management (each, a "Symmetry Healthcare Sublessee"). The sublease agreements were subject to, among other things: (i) such Symmetry Healthcare Sublessee’s receipt of all licenses and other approvals from the states of North Carolina and South Carolina to operate such facilities, respectively; and (ii) approval of the mortgage lender with respect to such facility. Each sublease agreement is structured as triple net lease wherein the Symmetry Healthcare Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. Pursuant to each sublease agreement, the initial lease term is fifteen years with a five -year renewal option. The annual rent under all of the sublease agreements in the first year will be $1.8 million in the aggregate, and the annual rent under each sublease will escalate at 3% each year through the initial term and upon renewal. The sublease agreements are cross-defaulted. In connection with entering into the sublease agreements, each Symmetry Healthcare Sublessor and Symmetry Healthcare Sublessee also entered into an operations transfer agreement with respect to the applicable North Carolina and South Carolina facilities, each containing customary terms and conditions. On March 20, 2015 , each Symmetry Healthcare Sublessor entered into a separate First Amendment to the Lease Agreement, which amended each of the separate sublease agreements to, among other things: (i) extended the commencement date of the sublease agreement for the skilled nursing facility located in North Carolina (the "Related Lease") to June 1, 2015 ; and (ii) included a 20% monthly base rent and asset management and professional services fee escalation provision for each of the two skilled nursing facilities located in South Carolina that will take immediate effect if the Related Lease does not commence by June 1, 2015 . On May 31, 2015 , the Symmetry Healthcare Sublessor for the Mountain Trace Rehabilitation and Nursing Center entered into a Second Amendment to the Lease Agreement, which amended the sublease agreement to, among other things: (i) reduce the first year base rent from $59,000 to $54,000 ; and (ii) specify a specific rent of $59,000 for the second year of the lease rather than the prior provision that the second year lease rate shall equal one hundred three percent ( 103% ) of the base rent payable for the immediately preceding lease year. The subleases for the two South Carolina and one North Carolina skilled nursing facilities commenced on April 1, 2015 and June 1, 2015 , respectively. Oklahoma Leases On May 1, 2015, two wholly owned subsidiaries (each, a “Sublessor”) of the Company entered into separate sublease agreements with Southwest LTC-Quail Creek, LLC and Southwest LTC-NW OKC, LLC (each, a "Sublessee") pursuant to which each Sublessor will lease one of two skilled nursing facilities. The two facilities are as follows: ▪ Quail Creek Nursing Home, a 109 -bed skilled nursing facility located in Oklahoma City, OK. ▪ Northwest Nursing Center, an 88 -bed skilled nursing facility located in Oklahoma City OK. The leases commence on October 1, 2015, subject to, among other things: (i) such Sublessee’s receipt of all licenses and other approvals from the State of Oklahoma to operate such facility; and (ii) approval of the mortgage lender with respect to such facility. Each sublease agreement is structured as triple net lease wherein the Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. Pursuant to each sublease agreement, the initial lease term is ten years with two separate renewal terms of five years each. The annual cash rent under all of the sublease agreements in the first year will be $0.96 million and will escalate thereafter on an annual basis through the initial term and any renewal terms. The sublease agreements are cross-defaulted. In connection with entering into the sublease agreements, each Sublessor and Sublessee also entered into an operations transfer agreement with respect to the applicable facilities, each containing customary terms and conditions. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: (Amounts in 000’s) June 30, 2015 December 31, 2014 Accrued payroll related $ 3,284 $ 6,915 Accrued employee benefits 1,468 3,405 Real estate and other taxes 1,193 1,335 Other accrued expenses 4,638 3,998 Total accrued expenses $ 10,583 $ 15,653 |
Notes Payable and Other Debt
Notes Payable and Other Debt | 6 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 December 31, 2014 Revolving credit facilities and lines of credit $ 1,542 $ 6,832 Senior debt - guaranteed by HUD 25,754 26,022 Senior debt - guaranteed by USDA 26,809 27,128 Senior debt - guaranteed by SBA 3,627 3,703 Senior debt - bonds, net of discount (a) 12,873 12,967 Senior debt - other mortgage indebtedness (b) (c) 60,089 60,277 Other debt 1,914 430 Convertible debt issued in 2012 5,982 7,500 Convertible debt issued in 2014 — 6,500 Convertible debt issued in 2015 7,700 — Total $ 146,290 $ 151,359 Less: current portion 12,283 22,012 Less: portion included in liabilities of disposal group held for sale (b) 9,398 5,197 Less: portion included in liabilities of variable interest entity held for sale (a) 5,870 5,956 Less: portion included in liabilities of disposal group held for use (c) — 4,035 Notes payable and other debt, net of current portion $ 118,739 $ 114,159 (a) The senior debt - bonds, net of discount includes $5.9 million at June 30, 2015 and $6.0 million at December 31, 2014 related to the Company's consolidated VIE, Riverchase Village ADK, LLC ("Riverchase"), 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. (b) At December 31, 2014 , the senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loan entered into in conjunction with the acquisition of Companions, a skilled nursing facility located in Tulsa, Oklahoma, as well as a related $0.2 million outstanding line of credit balance. At June 30, 2015 , the senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loans entered into in conjunction with the acquisition of the Companions facility, as well as the outstanding loans as reclassified from liabilities held for use. Specifically, the reclassified loans total $4.0 million on a skilled nursing facility located in Bentonville, Arkansas and one of the two Hembree Road office buildings located in Roswell, Georgia. An additional $0.4 million is an increase to the outstanding loan of the Bentonville, Arkansas property resulting from an increased debt allocation to the building for payoff purposes at sale closing. (c) At December 31, 2014 , the senior debt - other mortgage indebtedness includes $4.0 million related to the outstanding loans entered into in conjunction with the acquisition of a skilled nursing facility located in Bentonville, Arkansas and one of the two Hembree Road office buildings located in Roswell, Georgia. During the six months ended June 30, 2015, the outstanding loans were reclassified to liabilities held for sale. Scheduled Maturities The 2016 maturities include the outstanding loans of an aggregate $9.4 million related to the Companions facility, a skilled nursing facility located in Bentonville, Arkansas and one of the two Hembree Road office buildings located in Roswell, Georgia, which are classified as liabilities of a disposal group held for sale at June 30, 2015 , and $5.9 million related to the Riverchase bonds classified as liabilities of a variable interest entity held for sale at June 30, 2015 . The schedule below summarizes the scheduled maturities for the twelve months ended June 30 of the respective year: (Amounts in 000’s) 2016 $ 27,721 2017 54,371 2018 4,382 2019 1,810 2020 1,903 Thereafter 56,486 Subtotal 146,673 Less: unamortized discounts ($170 classified as current) (383 ) Total notes and other debt $ 146,290 Debt Covenant Compliance As of June 30, 2015 , the Company (including its consolidated VIE) has approximately 43 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). The subsidiary level requirements are further defined in the table below as follows: (i) financial covenants measured against subsidiaries of the Company ("Subsidiary"); and (ii) financial covenants measured against third-party operator performance ("Operator"). 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 June 30, 2015 , the Company has not been in compliance with certain financial 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. The table below indicates which of the Company's credit-related instruments are not in compliance as of June 30, 2015 : Credit Facility Balance at Subsidiary or Operator Level Covenant Requirement Financial Covenant Min/Max Financial Future Contemporary Healthcare Capital - Term Note - CSCC Nursing, LLC $ 5,000 Subsidiary Minimum Debt Service Coverage Ratio 1.15 (1.38 ) (a) 1.15 Subsidiary Minimum Occupancy 70 % 67 % (a) 70 % PrivateBank - Mortgage Note - Valley River Nursing, LLC; Park Heritage Nursing, LLC; Benton Nursing, LLC $ 10,885 Operator Minimum Operator EBITDAR (000s) $ 450 $ 10 (a) $ 450 PrivateBank - Mortgage Note - APH&R Property Holdings, LLC; Northridge HC&R Property Holdings, LLC; Woodland Hills HC Property Holdings, LLC $ 11,926 Operator Minimum Operator EBITDAR (000s) $ 450 $ (636 ) (a) $ 450 PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC $ 11,513 Operator Minimum Operator EBITDAR (000s) $ 358 $ 159 (a) $ 358 Subsidiary Minimum Borrower Fixed Charge Coverage 1.05 0.97 (a) 1.05 (a) Waiver, amendment or other cure provision for violation of covenant obtained. The measurement period for each covenant requirement in the table above is on a quarterly basis. Revolving Credit Facilities and Lines of Credit Gemino-Northwest Credit Facility On May 30, 2013, NW 61 st 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"). The Northwest Credit Facility provided for a $1.0 million principal amount senior-secured revolving credit facility. The Northwest Credit Facility matured on January 31, 2015. Interest accrued on the principal balance thereof at an annual rate of 4.75% plus the current LIBOR rate. Northwest also paid to Gemino: (i) a collateral monitoring fee equal to 1.0% per annum of the daily outstanding balance of the Northwest Credit Facility; and (ii) a fee equal to 0.5% per annum of the unused portion of the Northwest Credit Facility. The Northwest Credit Facility was secured by a security interest in the accounts receivable and the collections and proceeds thereof relating to the Company’s skilled nursing facility located in Oklahoma City, Oklahoma known as the Northwest Nursing Center. AdCare had unconditionally guaranteed all amounts owing under the Northwest Credit Facility. On January 30, 2015 and March 25, 2015, Northwest and Gemino amended the Northwest Credit Facility to extend its term to March 31, 2015 and to April 30, 2015, respectively. On April 30, 2015, the outstanding principal amount of $1.0 million under the Northwest Credit Facility was repaid in full, thus releasing all liens and security interests as well as terminating all indebtedness on the Northwest Credit Facility. Gemino-Bonterra Credit Facility On September 20, 2012, ADK Bonterra/Parkview, LLC, a wholly owned subsidiary of the Company ("Bonterra"), entered into a Second Amendment to the Credit Agreement with Gemino, which amended the original Credit Agreement dated April 27, 2011 between Bonterra and Gemino ("Gemino-Bonterra Credit Facility"). The Gemino-Bonterra Credit Facility was a secured credit facility for borrowings up to $2.0 million . The amendment extended the term of the Gemino-Bonterra Credit Facility from October 29, 2013 to January 31, 2014 and amended certain financial covenants regarding Bonterra's fixed charge coverage ratio, maximum loan turn days and applicable margin. Interest accrued on the principal balance outstanding at an annual rate equal to the LIBOR rate plus the applicable margin of 4.75% to 5.00% , which fluctuated depending upon the principal amount outstanding. On May 30, 2013, Bonterra, entered into a Fourth Amendment to Credit Agreement with Gemino, which among other things: (i) extended the term of the Gemino-Bonterra Credit Facility from January 31, 2014 to January 31, 2015; (ii) amended certain financial covenants regarding Bonterra’s fixed charge coverage ratio and maximum loan turn days; and (iii) amended the Gemino-Bonterra Credit Facility to include the Northwest Credit Facility as an affiliated credit agreement in determining whether certain financial covenants are being met. On January 30, 2015 and March 31, 2015, Bonterra and Gemino amended the Gemino-Bonterra Credit Facility to extend its term to March 31, 2015 and to April 30, 2015, respectively. On May 1, 2015, Bonterra and Gemino amended the Gemino-Bonterra Credit Facility to extend its term from April 30, 2015 to June 30, 2015. As of June 30, 2015, $0.4 million was outstanding of the maximum borrowing amount of $2.0 million under the Gemino-Bonterra Credit Facility. At June 30, 2015, the Company was in compliance with all covenants contained in the Gemino-Bonterra Credit Facility. On July 1, 2015, the outstanding principal amount of $0.4 million under the Gemino-Bonterra Credit Facility was repaid in full, thus releasing all liens and security interests as well as terminating all indebtedness on the Gemino-Bonterra Credit Facility. PrivateBank Credit Facility On April 1, 2015, certain wholly owned subsidiaries (the “PrivateBank Borrowers”) the Company entered into a Eighth Modification Agreement (the “Eighth Modification”) with The PrivateBank and Trust Company (“PrivateBank”), which modified that certain Loan Agreement, dated September 20, 2012, between the PrivateBank Borrowers, PrivateBank and the Company, as guarantor (as amended, the “PrivateBank Credit Facility”). Under the Eighth Modification: (i) a borrower was added as a party thereto which was omitted on the prior Seventh Modification as a result of a clerical error; (ii) PrivateBank consented to the transfer of operations to new operators and the amendment of the related leases; (iii) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $8.8 million to $6.0 million , effective April 1, 2015; (iv) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $6.0 million to $5.8 million , effective August 1, 2015. On May 1, 2015, the PrivateBank Borrowers entered into a Ninth Modification Agreement (the “Ninth Modification”) with PrivateBank, which modified the PrivateBank Credit Facility. Under the Ninth Modification: (i) PrivateBank consented to the transfer of operations to new operators and the amendment of the related leases; (ii) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $5.8 million to $3.8 million , effective September 1, 2015. As of June 30, 2015 , there were no cash borrowings outstanding on the maximum amount owing under the PrivateBank Credit Facility of $6.0 million . As of June 30, 2015 , the Company has $3.8 million of outstanding letters of credit relating to this credit facility. At June 30, 2015 , the Company was in compliance with all covenants contained in the PrivateBank Credit Facility. On July 30, 2015 , the PrivateBank Borrowers entered into a Tenth Modification Agreement (the “Tenth Modification”) with PrivateBank, which modified the PrivateBank Credit Facility. Under the Tenth Modification: (i) the outstanding amount owing under the PrivateBank Credit Facility was reduced to $3.8 million , effective July 30, 2015; and (ii) the PrivateBank Borrowers shall not have the right to receive any additional cash borrowings under the PrivateBank Credit Facility. Contemporary Healthcare Loan On August 17, 2012, in conjunction with the acquisition of Companions, a wholly owned subsidiary of the Company entered into a Loan Agreement with Contemporary Healthcare Capital LLC ("Contemporary") and issued a promissory note in favor of Contemporary with a principal amount of $0.6 million ("Contemporary $0.6 million Loan"). The Contemporary $0.6 million Loan was to mature on August 20, 2015 and interest accrued on the principal balance at an annual rate of 9.0% . Payments for the interest and a portion of the principal in excess of the borrowing base were payable monthly, commencing on September 20, 2012. On May 14, 2015, the outstanding principal amount of $0.2 million under the Contemporary $0.6 million Loan was repaid in full, thus releasing all liens and security interests as well as terminating all indebtedness on the Contemporary $0.6 million Loan. Senior Debt—Other Mortgage Indebtedness Companions Specialized Care In August 2012, a wholly owned subsidiary of the Company financed the acquisition of Companions by entering into a loan agreement for $5.0 million ("Contemporary Loan") with Contemporary. The loan matures on August 20, 2015 with a required final payment of $5.0 million and accrues interest at a fixed rate of 8.5% per annum. Deferred financing costs incurred on the loan amounted to $0.2 million and are being amortized to interest expense over the life of the loan. The loan has a prepayment penalty of 5% during the first year of the term and 1% during the second year of the term. The loan is secured by the Companions facility and guaranteed by AdCare. As of June 30, 2015 , $5.0 million was outstanding under the loan, and the Company has $2.0 million of restricted assets related to this loan. At June 30, 2015 , the Company was not in compliance with covenants contained in the Contemporary loan and has obtained a waiver from Contemporary. On August 12, 2015, a wholly owned subsidiary of the Company entered into a First Amendment to Promissory Note (the "First Amendment") with Contemporary, which, among other things, extended the maturity date of and reduced the outstanding amount owing under the Contemporary Loan (see Note 16 - Subsequent Events ). Northridge, Woodland Hills and Abington Credit Facility On February 25, 2015, three wholly owned subsidiaries of the Company entered into a Loan Agreement (the "Northridge, Woodland Hills and Abington Credit Facility") with PrivateBank, which provides for a $12.0 million principal amount secured credit facility. The credit facility is secured by real property. The Northridge, Woodland Hills and Abington Credit Facility matures on September 1, 2016. Interest accrues on the principal balance thereof at the LIBOR rate plus 4.25% . Principal and interest payments on the loan are due and payable monthly, beginning on March 1, 2015. The facility is also secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Northridge, Woodland Hills and Abington Credit Facility. AdCare has unconditionally guaranteed all amounts owing under the Northridge, Woodland Hills and Abington Credit Facility. Proceeds from the Northridge, Woodland Hills and Abington Credit Facility were used to pay off all amounts outstanding under a separate $12.0 million credit facility with KeyBank National Association ("KeyBank") under which certain subsidiaries of the Company were borrowers. As of June 30, 2015 , $11.9 million was outstanding of the maximum borrowing amount of $12.0 million under the Northridge, Woodland Hills and Abington Credit Facility. As of June 30, 2015 , the Company had $2.0 million of outstanding restricted assets related to this credit facility. At June 30, 2015 , the Company was not in compliance with a covenant contained in the Northridge, Woodland Hills and Abington Credit Facility and has obtained a waiver from PrivateBank. Little Rock Credit Facility On March 30, 2012 , Little Rock HC&R Property Holdings, LLC ("Little Rock") and two other wholly owned subsidiaries of the Company, in connection with the Company's April 2012 acquisition of three skilled nursing facilities located in Arkansas, entered into a loan agreement for $21.8 million with PrivateBank (the "Little Rock Credit Facility"). The Little Rock Credit Facility, as amended on December 28, 2012, matures in December 2016 with a required final payment of $13.7 million . The Little Rock Credit Facility accrues interest at the LIBOR rate plus 4% with a minimum rate of 6% per annum and requires monthly principal payments plus interest for total current monthly payments of $0.2 million . Deferred financing costs incurred on the loan amounted to $0.4 million and are being amortized to interest expense over the life of the loan. The Little Rock Credit Facility has a prepayment penalty of 5% through 2012 declining by 1% each year through 2015. The Little Rock Credit Facility is secured by the three facilities and guaranteed by Little Rock HC&R Nursing, LLC and AdCare. A portion of the Little Rock Credit Facility with respect to the Northridge facility and Woodland Hills facility was paid off and refinanced with a portion of the proceeds from a new credit facility with KeyBank. On May 1, 2015, Little Rock entered into a Fifth Modification Agreement with PrivateBank, which modified the Little Rock Credit Facility. The Fifth Modification, among other things: (i) provided for PrivateBank's consent to the sublease of the Company’s Little Rock Health & Rehabilitation Center to an affiliate of Aria Health Group, LLC; and (ii) amended the minimum EBITDAR covenant discussed in the Little Rock Credit Facility to reflect a new facility operator, Highlands of Little Rock West Markham, LLC. The Company has $2.1 million of restricted assets related to this loan. As of June 30, 2015 , $11.5 million was outstanding under loan agreement. At June 30, 2015 , the Company was not in compliance with a covenant contained in the loan agreement and has obtained a waiver from PrivateBank. Bentonville, Heritage Park and River Valley On May 1, 2015 , Benton Property Holdings, LLC, Park Heritage Property Holdings, LLC, and Valley River Property Holdings, LLC, each a wholly owned subsidiary of the Company (collectively, the “Borrower Group”), entered into a Loan Modification Agreement with PrivateBank, which modified that certain Loan Agreement, dated September 1, 2011, as amended, between the Borrower Group and PrivateBank. The Loan Modification, among other things: (i) provided for PrivateBank's consent to the sublease of the Company’s Heritage Park Nursing Center to an affiliate of Aria Health Group, LLC; and (ii) amended the minimum EBITDA covenant described in the Loan Agreement to (a) reflect a new facility operator, Highlands of Rogers Dixieland, LLC, and (b) change the minimum EBITDA covenant to a “Minimum EBITDAR/Management Fee” covenant, which modifies minimum EBITDAR to take into account management fees equal to the greater of the operator’s actual management fees for such period or imputed management fees equal to 5% of such operator’s gross income for such period, as determined in accordance with generally accepted accounting principles. As of June 30, 2015 , $10.9 million was outstanding under loan agreement. At June 30, 2015 , the Company was not in compliance with a covenant contained in the loan agreement and has obtained a waiver from PrivateBank. On July 1, 2015 , the Company completed the sale of its Bentonville, Arkansas skilled nursing facility consisting of 83 licensed beds for $3.4 million net of customary closing and certain real property apportionments. Net proceeds were used to repay certain mortgage indebtedness under that certain Loan Agreement, dated September 1, 2011, as amended, between the Borrower Group and PrivateBank. Other Debt Insurance Funding In March 2015, the Company obtained financing from IPFS Corporation and entered into a Commercial Insurance Premium Finance Security Agreement for several insurance programs, including property, casualty, and crime, effective March 1, 2015 and maturing on December 31, 2015. The total amount financed was approximately $0.4 million requiring monthly payments with interest of 3.29% starting April 2015. In May 2015, the Company obtained additional financing from IPFS Corporation, effective May 1, 2015 and maturing on April 30, 2016. The additional amount financed was approximately $1.0 million requiring monthly payments with interest of 3.29% starting June 2015. At June 30, 2015 , the combined outstanding principal and interest was approximately $1.2 million under the Commercial Insurance Premium Finance Security Agreement. KeyBank Promissory Notes On February 25, 2015 , the Company entered into four separate unsecured Promissory Note Agreements (the "KeyBank Promissory Notes") with KeyBank for an aggregate principal amount of $0.7 million . The indebtedness represents the portion of certain deferred exit fees owed by the Company to KeyBank in connection with the February 2015 repayment of a credit facility with KeyBank. The KeyBank Promissory Notes mature on August 25, 2016 , at which time the entire principal balance of the non-interest-bearing notes then unpaid shall be due. If, prior to the maturity date, certain refinancing agreements are entered into with KeyBank as lender, affiliate of lender, or by an agency financing originated by KeyBank or any affiliate of KeyBank, then and in such an event the entire remaining principal amount of the KeyBank Promissory Notes shall be forgiven. On April 3, 2015 , the Company entered into five separate unsecured Amended and Restated Promissory Note Agreements with KeyBank, which amend the KeyBank Promissory Notes to include a fifth note with the aggregate principal total of $0.7 million remaining unaltered. The amendments restate the principal balances on the original notes in order to include a fifth facility. Convertible Debt Convertible Subordinated Notes Issued in 2012 (the "2012 Notes") On June 30, 2015, the Company entered into prepayment agreements with Anthony Cantone and Cantone Asset Management, LLC ("CAM") in connection with the Company's 8% Subordinated Convertible Notes due July 31, 2015 issued to them with an aggregate original principal amount of approximately $6.4 million (the "Cantone Notes"). In connection therewith, the Company made principal prepayments in aggregate of approximately $1.5 million with respect to the Cantone Notes. On August 21, 2014, Mr. Cantone and certain of his affiliates filed a Schedule 13G/A with the Securities and Exchange Commission reporting ownership in excess of 5% of the Company’s common stock (see Note 15 - Related Party Transactions and Note 16 - Subsequent Events ). Convertible Subordinated Notes Issued in 2014 (the "2014 Notes") On April 30, 2015, the Company repaid the outstanding principal amount of $6.5 million under the 2014 Notes plus all interest accrued and unpaid thereunder. Convertible Subordinated Notes Issued in 2015 (the "2015 Notes") On March 31, 2015, the Company entered into Subscription Agreements for $8.5 million of the 2015 Notes with certain accredited investors, including certain holders of the 2014 Notes. In connection therewith, the Company issued approximately $1.7 million in principal amount of 2015 Notes on March 31, 2015 and approximately $6.0 million in principal amount of 2015 Notes on April 30, 2015. Accepted subscriptions for $0.8 million in principal amount of 2015 Notes were not funded by the April 30, 2015 payment deadline, and 2015 Notes were not issued in respect thereof. The 2015 Notes are convertible at the option of the holder into shares of common stock at an initial conversion price equal to $4.25 per share. If, prior to September 30, 2015, the Company issues or sells any shares of common stock or common stock equivalents (excluding certain excluded securities, as defined in the 2015 Notes) for a consideration per share (the “New Issuance Price”) less than the conversion price then in effect immediately prior to such issuance or sale, then immediately after such issuance or sale the conversion price then in effect shall be reduced to an amount equal to the New Issuance Price (an “Adjustment for Dilutive Issuances”). Notwithstanding the foregoing, no Adjustment for Dilutive Issuances shall be effected to the extent it would cause the number of shares of common stock issued, plus the number of shares of common stock issuable, in respect of all 2015 Notes in the aggregate to exceed 3,850,405 shares of common stock. In addition, the conversion price will be subject to adjustment for any subdivision (by stock dividend, stock split or similar corporation action) or combination (by reverse stock split or similar corporate action) of the common stock. 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 2015 Note; provided, however, that: (i) the shares of common stock issuable upon conversion of any 2015 Note which is to be so prepaid must be: (a) registered for resale under the Securities Act of 1933, as amended (the "Securities Act"); or (b) otherwise sellable under Rule 144 of the Securities Act without volume limitations thereunder; (ii) at any time after the issue date of such 2015 Note, the volume-weighted average price of the common stock for ten consecutive trading days has equaled or exceeded 125% of the then-current conversion price; and (iii) such prepayment may not be effected prior to March 31, 2016. The holders holding a majority of the outstanding principal amount with respect to all the 2015 Notes may require the Company to redeem all or any portion of the 2015 Notes upon a change of control (as defined in the 2015 Notes) for a redemption price equal to the outstanding principal amount to be redeemed plus all accrued and unpaid interest thereon. In addition, upon a change of control, the Company may redeem all or any portion of the 2015 Notes for a redemption price equal to the outstanding principal amount to be redeemed plus all accrued and unpaid interest thereon. During the existence and continuance of an event of default under a 2015 Note, the outstanding principal amount of such 2015 Note shall incur interest at a rate of 14% per annum, and the holder of such 2015 Note may require the Company to redeem all or any portion of such 2015 Note at a redemption price in cash equal to the outstanding principal amount to be redeemed plus all accrued and unpaid interest thereon. An “event of default,” with respect to a 2015 Note includes: (i) the Company’s failure to pay to the holder of such 2015 Note any amount of principal or interest by the seventh business day following the date when due under such 2015 Note; and (ii) specific events of bankruptcy, insolvency, reorganization or liquidation. In the offering, the Company accepted Subscription Agreements from certain related parties (see Note 15 - Related Party Transactions ). |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On April 1, 2015, the subleases commenced and operations transferred for four skilled nursing facilities located in Georgia and two skilled nursing facilities located in South Carolina (see Note 7 - Leases ). On April 29, 2015, a wholly-owned subsidiary of the Company (the “Companions Seller”) entered into an asset purchase agreement (the “Companions Sale Agreement”) with Gracewood Manor, LLC, an Oklahoma limited liability company (the “Companions Purchaser”), to sell Companions, a 102 -bed skilled nursing facility located in Tulsa, Oklahoma. The Companions Sale Agreement may be terminated by the Companions Purchaser for any reason before the 30th day of the due diligence period set forth in the agreement. The sale is subject to the completion of satisfactory due diligence, the receipt of required licenses and other state regulatory approvals, and the satisfaction of other customary closing conditions. Pursuant to the Companions Sale Agreement, the sale price of $3.5 million is due to the Companions Seller on the closing date after completion of customary closing conditions. In connection with entering into the Companions Sale Agreement, the Companions Seller and Companions Purchaser entered into an operations transfer agreement to transfer the operations of Companions concurrent with the closing of the asset purchase agreement. On May 1, 2015, the subleases commenced and operations transferred for seven skilled nursing facilities and one assisted living facility located in Arkansas (see Note 7 - Leases ). On May 15, 2015, a wholly-owned subsidiary of the Company (the “Bentonville Seller”) entered into an asset purchase agreement (the “Bentonville Sale Agreement”) with Bozeman Development, LLC, a Texas limited liability company (the “Bentonville Purchaser”), to sell Bentonville Manor, a 83 -bed skilled nursing facility located in Bentonville, Arkansas. Upon satisfaction of the due diligence, the transaction closed on July 1, 2015 and the net sales proceeds of $3.4 million were remitted to the Bentonville Seller. In connection with entering into the Bentonville Sale Agreement, the Bentonville Seller and Bentonville Purchaser entered into an operations transfer agreement to transfer the operations of Bentonville Manor concurrent with the closing of the asset purchase agreement. On June 1, 2015, the sublease commenced and operations transferred for one skilled nursing facility located in North Carolina (see Note 7 - Leases ). On June 11, 2015, Riverchase Village ADK, LLC, a consolidating variable interest entity of the Company, entered into an asset purchase agreement (the "Riverchase Sale Agreement") with Omega Communities, LLC ("Omega") to sell Riverchase, a 105 -bed assisted living facility located in Hoover, Alabama. The purchase price for the Riverchase facility was $6.8 million and was originally scheduled to close on or before July 31, 2015, subject to the purchaser's right to extend the closing date to August 31, 2015. The sale is subject to the completion of satisfactory due diligence, the receipt of required licenses and other state regulatory approvals, and the satisfaction of other customary closing conditions (see Note 16 - Subsequent Events ). For the discontinued operations, the patient care revenue, related cost of services, and facility rental expense prior to the commencement of subleasing are classified in the activities below. For a historical description of the Company's discontinued entities, see Item 8, Notes to Consolidated Financial Statements - Note 11 - Discontinued Operations , of the Annual Report. The following table summarizes the activity of discontinued operations for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2015 2014 2015 2014 Total revenues from discontinued operations $ 6,182 $ 37,532 $ 33,822 $ 74,004 Net income (loss) from discontinued operations $ (3,151 ) $ 4,075 $ (2,818 ) $ 7,713 Interest expense, net from discontinued operations $ 309 $ 313 $ 616 $ 622 On January 21, 2015, the Company listed for sale its two office buildings located on Hembree Road in Roswell, Georgia as part of its transition to a healthcare property holding and leasing company. During the three months ended June 30, 2015 , the Company recognized an impairment charge of approximately $0.1 million to write down the carrying value of its two office buildings located on Hembree Road in Roswell, Georgia. The assets and liabilities of the two Hembree Road buildings have been reclassified to assets and liabilities of disposal groups held for sale as of June 30, 2015 . Assets and liabilities of the disposal groups held for sale at June 30, 2015 and December 31, 2014 , are as follows: (Amounts in 000’s) June 30, 2015 December 31, 2014 Property and equipment, net $ 8,190 $ 3,777 Other assets 2,052 2,036 Assets of disposal groups held for sale $ 10,242 $ 5,813 Notes payable $ 9,398 $ 5,000 Line of credit — 197 Liabilities of disposal group held for sale $ 9,398 $ 5,197 Assets and liabilities of the variable interest entity held for sale at June 30, 2015 and December 31, 2014 , are as follows: Amounts in (000's) June 30, 2015 December 31, 2014 Property and equipment, net $ 5,892 $ 5,893 Other assets 2 31 Assets of variable interest entity held for sale $ 5,894 $ 5,924 Bonds payable $ 5,870 $ 5,956 Liabilities of variable interest entity held for sale $ 5,870 $ 5,956 |
Dividends and Preferred Stock
Dividends and Preferred Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
DIVIDENDS AND PREFERRED STOCK | DIVIDENDS AND PREFERRED STOCK Common Stock Dividends On March 31, 2015, the Board of Directors declared a cash dividend of $0.05 per share to shareholders of common stock of record as of April 15, 2015. The cash dividend was paid on April 30, 2015. On June 30, 2015, the Board of Directors declared a cash dividend of $0.055 per share to shareholders of common stock of record as of July 15, 2015. The cash dividend was paid on July 31, 2015. Preferred Stock On April 13, 2015, the Company issued and sold 575,000 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.75 per share. In connection therewith, the Company received net proceeds of $13.8 million , after the payment of underwriting commissions and discounts and other offering expense payable by the Company. On June 2, 2015, the Company issued and sold 588,235 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.50 per share. In connection therewith, the Company received net proceeds of $14.2 million , after the payment of underwriting commissions and discounts and other offering expense payable by the Company. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION For the three and six months ended June 30, 2015 and 2014 , the Company recognized stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2015 2014 2015 2014 Employee compensation: Stock options $ 2 $ 7 $ 45 $ 189 Warrants 52 49 85 90 Restricted stock 128 68 191 101 Total employee stock-based compensation expense $ 182 $ 124 $ 321 $ 380 Non-employee compensation: Board restricted stock $ 36 $ 42 $ 87 $ 226 Board stock options 12 61 24 121 Warrants — — — 11 Total non-employee stock-based compensation expense $ 48 $ 103 $ 111 $ 358 Total stock-based compensation expense $ 229 $ 226 $ 432 $ 738 Stock Incentive Plans The Company has two employee stock option plans: • The 2005 Stock Incentive Plan, which expires September 30, 2015 and provides for a maximum of 578,812 shares of common stock to be issued. • The 2011 Stock Incentive Plan, which expires March 28, 2021 and provides for a maximum of 2,152,500 shares of common stock to be issued. Both plans permit the granting of incentive or nonqualified stock options. The 2011 Stock Incentive Plan also permits the granting of restricted stock. The plans are administered by the Board of Directors which has the authority to determine the employees to whom awards will be made, the amounts of the awards, and the other terms and conditions of the awards. The Company intends to use only the 2011 Stock Incentive Plan to make future grants. The number of securities remaining available for future issuance is 453,923 . In addition to the Company's stock option plans, the Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board of Directors and, when appropriate, the Compensation Committee of the Board of Directors. The Board of Directors administers the granting of warrants, determines the persons to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. The assumptions used in calculating the fair value of employee common stock options and warrants granted during the six months ended June 30, 2015 and June 30, 2014 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Six Months Ended June 30, 2015 2014 Dividend yield 4.76 % n/a Expected volatility 38.6 % 51 % Risk-free interest rate 1.09 % 1.73 % Expected term 3.9 years 5.2 years The weighted-average grant date fair value for the options and warrants granted during the six months ended June 30, 2015 was approximately $0.85 per share. Common Stock Options No stock options were awarded during the three and six months ended June 30, 2015 . At June 30, 2015 , there were 774,172 outstanding options to purchase shares of common stock with a weighted average exercise price of $5.11 per share. Common Stock Warrants On April 1, 2015 , the Company granted 275,000 warrants to its President and Chief Financial Officer at an exercise price equal to the closing stock price at March 25, 2015 of $4.25 per share. The warrants shall vest as to one-third of the shares on each of the three subsequent anniversaries of the grant date. At June 30, 2015 , there were 2,471,983 outstanding warrants to purchase shares of common stock with a weighted average exercise price of $3.55 per share. Restricted Stock On April 1, 2015 , pursuant to the 2011 Stock Incentive Plan, the Company granted 125,000 shares of common stock with a three-year restriction to its President and Chief Financial Officer. The restricted stock shall vest as to one-third of the shares on each of the three subsequent anniversaries of the grant date and has all the rights of a shareholder from the date of grant including, without limitation, the right to receive dividends and the right to vote. The Company determined the fair value of the restricted stock at date of grant to be equal to the closing stock price at March 25, 2015 of $4.25 per share. On May 12, 2015 , pursuant to the 2011 Stock Incentive Plan, the Company granted 6,157 shares of common stock with a three-year restriction to its Chairman and Chief Executive Officer. The restricted stock vested immediately and has all the rights of a shareholder from the date of grant including, without limitation, the right to receive dividends and the right to vote. The Company determined the fair value of the restricted stock at date of grant to be equal to the grant date closing stock price of $4.06 per share. At June 30, 2015 , there were 726,672 outstanding shares of restricted stock with a weighted average grant-date fair value of $3.81 per share. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2015 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Consolidated Variable Interest Entity As further described in Note 15 to our Consolidated Financial Statements in the Annual Report, the Company has one consolidating VIE, Riverchase Village ADK, LLC ("Riverchase") 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. The following summarizes the assets and liabilities of the variable interest entity included in the consolidated balance sheets: (Amounts in 000’s) June 30, 2015 December 31, 2014 Assets of variable interest entity held for sale 5,894 5,924 Other assets 331 343 Total assets $ 6,225 $ 6,267 Accounts payable $ 1,907 $ 1,923 Accrued expenses 1,126 651 Current portion of notes payable 262 177 Liabilities of variable interest entity held for sale 5,870 5,956 Non-controlling interest (2,940 ) (2,440 ) Total liabilities and non-controlling interest $ 6,225 $ 6,267 Non-consolidated Variable Interest Entities On April 30, 2015, the Company entered into the Aria Lease Inducement with Aria Health Consulting, LLC. The Aria Lease Inducement provides for a one-time payment from the Company to Aria Health Consulting, LLC equal to $2.0 million minus the security deposits and first month's base and special rent for all Aria Sublessees. On April 30, 2015, in connection with the Aria Lease Inducement, the eight sublease agreements with Aria Sublessees were amended to, among other things, provide that the Aria Sublessees shall, collectively, pay to the Aria Sublessors special rent in the amount of $29,500 per month payable in advance on or before the first day of each month (except for the first special rent payment, which shall be subtracted from the lease inducement fee paid by the Company under the Aria Lease Inducement). The Aria Lease Inducement entered into by the Company provides subordinated financial support to Aria Health Consulting, LLC and creates a variable interest that may absorb some or all of a variable interest entity’s expected losses. The Company does not consolidate the operating activities of the Aria Sublessees as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance (see Note 7 - Leases and Note 16 - Subsequent Events ). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
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. 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 June 30, 2015 , 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. Oklahoma Facilities 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 (a director of the Company, owner of greater than 5% of the outstanding shares of AdCare Health Systems, Inc. common stock and former Chief Acquisition Officer of the Company) and his wife; and (iii) five entities controlled by Mr. and Mrs. Brogdon, which entities own five skilled-nursing facilities located in Oklahoma 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 February 10, 2015, Plaintiffs and the defendants participated in a voluntary mediation in an attempt to resolve the case. Although the case did not settle at the mediation, Plaintiffs and defendants continued to negotiate over the following weeks and executed a settlement agreement on March 30, 2015 (the "Clanton Settlement Agreement") to settle all claims for a lump sum payment of $2.0 million . In April 2015, under the Clanton Settlement Agreement, the Company paid $0.6 million to the Plaintiffs with the balance thereof to be paid by two of the Company's insurance carriers. The Company and the other defendants in the matter deny all of the Plaintiff's claims and any wrongdoing but agreed to settle the matter to avoid the continued expense and unpredictability of litigation. Ohio Facilities 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 cannot be determined at this time. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Settlement and Indemnification Agreement On March 26, 2015, the Company and certain entities controlled by Christopher Brogdon, a director of the Company and a beneficial owner of 5% of the outstanding common stock, entered into a Settlement and Indemnification Agreement with respect to: (i) certain claims made by the Brogdon entities in connection with management and administrative services provided by the Company to the Brogdon entities under various management agreements; and (ii) certain pending, or threatened, legal proceedings against the Company and certain of its subsidiaries, and Mr. Brogdon and certain entities controlled by him, including the litigation filed in the District Court of Oklahoma County, State of Oklahoma and described in Note 14 - Commitments and Contingencies (collectively, and including any unasserted claims arising from the management agreements, the “AdCare Indemnified Claims”). Pursuant to the Settlement and Indemnification Agreement, the Company agreed to contribute up to $0.6 million towards the settlement of the litigation, and Mr. Brogdon and the Brogdon entities agree to release the Company from any and all claims arising in connection with the management agreements and to indemnify the Company with respect to the AdCare Indemnified Claims. Riverchase On June 11, 2015, Riverchase Village ADK, LLC, a consolidating variable interest entity of the Company controlled by Mr. Brogdon, entered into the Riverchase Sale Agreement to sell Riverchase, a 105 -bed assisted living facility located in Hoover, Alabama (see Note 10 - Discontinued Operations and Note 16 - Subsequent Events ). Personal Guarantor on Loan Agreements Mr. Brogdon serves as personal guarantor on certain loan agreements totaling $17.9 million entered into by the Company prior to 2015. Park City Capital On March 27, 2014, the Company accepted a Subscription Agreement from Park City Capital Offshore Master, Ltd. (“Park City Offshore”), an affiliate of Michael J. Fox, the Lead Director of the Board of Directors, pursuant to which the Company issued to Park City Offshore in March 2014 $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 a beneficial owner of 5% of the outstanding common stock. The promissory note was offered to and sold to Park City Offshore on the same terms and conditions as all other buyers in the offering. On March 31, 2015, the Company accepted a Subscription Agreement from Park City Capital Offshore, for 2015 Notes with an aggregate principal amount of $1.0 million . The 2015 Note was offered to Park City Offshore on the same terms and conditions as all other investors in the offering except the 2015 Note to be issued to Park City Capital Offshore is not subject to any Adjustment for Dilutive Issuances. Doucet Asset Management, LLC On May 5, 2015, Doucet Capital, LLC, Doucet Asset Management, LLC, Christopher L. Doucet and Suzette A. Doucet jointly filed with the SEC a Schedule 13D reporting beneficial ownership of greater than 5% of the common stock. On March 31, 2015, the Company accepted Subscription Agreements from Christopher L. Doucet and Suzette A. Doucet for 2015 Notes with an aggregate principal amount of $0.3 million . The 2015 Notes were offered to them on the same terms and conditions as all other investors in the offering. With respect to the offering of 2015 Notes, Doucet Asset Management, LLC served as the selected dealer. Cantone On June 30, 2015, the Company entered into prepayment agreements with Anthony Cantone and CAM, an affiliate of Mr. Cantone in connection with the Cantone Notes. In connection therewith, the Company made principal prepayments in aggregate of approximately $1.5 million with respect to the Cantone Notes. On August 21, 2014, Mr. Cantone and certain of his affiliates filed a Schedule 13G/A with the SEC reporting ownership in excess of 5% of the Company’s common stock. For a description of certain transactions with Mr. Cantone and his affiliates, see Item 13, Certain Relationships and Related Party Transactions, and Director Independence –Related Party Transactions – Cantone , of the Annual Report (see Note 16 - Subsequent Events ). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
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 SEC. The following is a summary of the material subsequent events. Common Stock Dividends On June 30, 2015, the Board of Directors declared a cash dividend of $0.055 per share to shareholders of common stock of record as of July 15, 2015. The cash dividend was paid on July 31, 2015. Preferred Stock At Market Offering On July 21, 2015, the Company entered into separate At Market Issuance Sales Agreements (together, the “Sales Agreements”) with each of MLV & Co. LLC and JMP Securities LLC (each, an “Agent” and together, the “Agents”), pursuant to which the Company may offer and sell, from time to time, up to 800,000 shares of Series A Preferred Stock through an “at the market” offering program through the Agents. Sales of the shares pursuant to the Sales Agreements, if any, may be made in negotiated transactions or any method permitted by Rule 415 under the Securities Act, including sales made directly on the NYSE MKT or sales made to or through a market maker other than on an exchange. The Agents are not required to sell any specific number of shares, but each Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices and in accordance with the terms set forth in the Sales Agreements. The Company will instruct each Agent as to the number of shares to be sold by it. Additionally, the Company may instruct the Agents not to sell the shares if the sales cannot be effected at or above the price designated by the Company in its instructions to the Agents. On any given day, only one Agent may sell the shares pursuant to the Sales Agreements. Under the Sales Agreements, the applicable Agent will be entitled to compensation of up to 2.0% of the gross sales price of all shares sold through it as Agent. The Sales Agreements contains customary representations and warranties of the parties and indemnification and contribution under which the Company, on the one hand, and the Agents, on the other hand, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. Arkansas Subleases On July 17, 2015, a wholly owned subsidiary of the Company (the “Highlands Sublessor”) entered into a sublease agreement pursuant to which the Highlands Sublessor will lease one skilled nursing facility located in Arkansas to an affiliate of Aria Health Group, LLC (the “Highlands Sublessee”). Affiliates of both the Company and Aria Health Group, LLC had entered into a sublease agreement, dated January 16, 2015, for the same facility but it was mutually terminated on April 30, 2015. The sublease agreement, and the transfer of operations of the facility as contemplated thereby, shall commence on September 1, 2015 and are subject to, among other things, the Highland Sublessee’s receipt of all licenses and other approvals from the State of Arkansas to operate such facility. The sublease agreement is structured as triple net lease wherein the Highlands Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on April 30, 2022 and may be renewed once, upon the exercise of the Highlands Sublessee’s option assuming the satisfaction of certain conditions, for an additional five year period. The annual rent under the sublease agreement in the first year will be approximately $600,000 , and the annual rent will escalate by 3% per year through the lease term and any renewal term. In connection with the sublease agreement, the current licensed operator of the facility, a wholly-owned subsidiary of the Highlands Sublessor, and the Highlands Sublessee also entered into an operations transfer agreement with respect to the facility, containing customary terms and conditions relating to the transfer of operations thereof. On May 1, 2015, the Aria Sublessors leased, and transferred the operations of, eight skilled nursing facilities located in Arkansas to the Aria Sublesses, pursuant to separate sublease agreements dated January 16, 2015. As a condition to the commencement of the sublease agreements on May 1, 2015, the Company agreed to assess in good faith the making of a one-time equitable adjustment to the applicable base rent of each subleased facility. On July 17, 2015, the Company, on behalf of each Aria Sublessor, and HAH, acting on behalf of each Aria Sublessee, entered into a letter agreement whereby the parties agreed to amend the sublease agreements to reflect a onetime equitable adjustment to annual base rent, for the collective benefit of each Aria Sublessee, in the aggregate amount of $360,000 . In consideration for this one-time equitable adjustment in base rent, the parties further agreed that each sublease agreement shall be amended to reflect that base rent after the initial lease year will increase during each subsequent lease year by 3% . On July 17, 2015, the Company made a short-term loan to HAH and, in connection therewith, HAH executed a promissory note in the amount $1.2 million in favor of the Company. Interest accrues on the unpaid principal balance of the note at a rate of 12.5% per annum. The principal and interest thereon is payable on August 13, 2015. Until all amounts due and owing under the note have been paid, neither the Aria Sublessees nor the Highland Sublessee will pledge, as security, any of the accounts receivable relating to the respective facilities that such entity subleases from the Aria Sublessors or the Highland Sublessor, as applicable. Until all principal and interest under the note is paid, the Company and its affiliates may retain as collateral all funds received by them from Medicare for the benefit of HAH or its affiliates with respect to the properties leased to the affiliates of Aria Health Group, LLC. If the note is not paid in full by the maturity date, then the Company may apply such funds to principal and interest due under the note. The Company is currently in discussions with HAH to extend the maturity date of the loan. Georgia Leases On July 1, 2015, a wholly-owned subsidiary (“Glenvue Sublessor”) of the Company entered into a sublease agreement ("Glenvue Agreement") pursuant to which Glenvue Sublessor leased the Facility to C.R. of Glenvue, LLC (the "Glenvue Sublessee") commencing on July 1, 2015. The Glenvue Agreement is structured as triple net lease wherein the Glenvue Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the Glenvue Agreement will expire on June 30, 2020 and has a five year renewal option. The annual cash rent under the sublease agreement in the first year is $1.2 million , and the annual rent will escalate at $12,000 annually through the lease term. The Glenvue Agreement replaces an existing sublease agreement that was originally executed in November 2014. On July 20, 2015, the Georgia Sublessor entered into a sublease agreement pursuant to which the Georgia Sublessor will lease two skilled nursing facilities located in Georgia (the “Georgia Properties”) to affiliates of Wellington Health Services, L.L.C (collectively, the “Georgia Sublessees”). The sublease agreement is one indivisible lease for the lease of both Georgia Properties, and the terms of the sublease agreement apply to both Georgia Properties collectively as though they are treated as one economic unit. The Wellington Sublessor currently leases the Georgia Properties from a third-party landlord (“Landlord”) under a master lease agreement (the “Master Lease”), and the sublease agreement is subject and subordinate to the Master Lease. The sublease agreement, and the transfer of operations of the Georgia Properties as contemplated thereby, are subject to, among other things, the Landlord’s consent to the sublease agreement and each Wellington Sublessee’s receipt of all licenses and other approvals from the State of Georgia to operate the applicable Georgia Property. The initial term of the sublease agreement commences as of the date the Wellington Sublessees have obtained all necessary licenses and approvals, subject to certain adjustments. The sublease agreement is structured as a triple net lease wherein the Wellington Sublessees are responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on the tenth anniversary of the commencement date. If the Wellington Sublessor and the Landlord agree to extend the term of the Master Lease, then the Wellington Sublessees have the right to extend the term of the sublease agreement through the end of the applicable renewal term of the Master Lease. The annual rent under the sublease agreement in the first year will be approximately $2.0 million , and shall increase by $5,000 per month in the second year and again by $5,000 per month in the third year. Thereafter, base rent will escalate by 3% per year through the lease term and any renewal term. In connection with the sublease agreement, the Wellington Sublessor and the Wellington Sublessees also entered into operations transfer agreements with respect to the applicable Georgia Properties, containing customary terms and conditions relating to the transfer of operations thereof. Ohio Leases As previously disclosed, certain wholly owned subsidiaries of the Company (each, a “Beacon Sublessor”) entered into five sublease agreements, in or around October 2014, pursuant to which those subsidiaries would lease four skilled nursing facilities and one assisted living facility located in Ohio (collectively, the “Beacon Facilities”) to certain affiliates of Beacon Health Management, LLC (each, a “Beacon Sublessee”). On August 1, 2015, the Beacon Sublessors and the Beacon Sublessees entered into new sublease agreements that replaced the existing sublease agreements entered into in or around October 2014. Each of these new sublease agreements became effective on August 1, 2015 and the operations of the Beacon Facilities were transferred to the Beacon Sublessees. The terms of the sublease agreements for four of the Beacon Facilities known as Eaglewood Village, Hearth and Care of Greenfield, the Pavilion Care Center, and Woodland Manor (collectively, the “EHPW Facilities”) are materially identical and vary slightly from the terms of the sublease agreement for the fifth Beacon Facility, Covington Care Center. Each of the five sublease agreements is structured as triple net lease wherein each Beacon Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial lease term for each of the EHPW Facilities is ten years with a five -year renewal option, and the initial lease term for the Covington Care Center is approximately four years with no renewal option. The aggregate annual base rent under the sublease agreements for the EHPW Facilities in the first year is $2.2 million and it will escalate at 2.5% each year through the initial term. The annual base rent for the Covington Care Center in the first lease year is approximately $0.8 million and it will escalate at an annual rate of $12,000 through the initial term. To establish a fair market base rent under each of the sublease agreements for the EHPW Facilities during any renewal term, the base rent shall be reset and expressed as an annual amount equal to the greater of (i) the fair market rental value of the leased facility as established pursuant to a prescribed formula; or (ii) 102.5% of the base rent due for the immediately preceding lease year. In addition to base rent, the sublease agreements for the EHPW Facilities provides that the sublessees thereunder shall collectively pay to the applicable Beacon Sublessors special rent during the initial term in the amount of $109,632 per year, payable in advance in twelve equal monthly installments on or before the first day of each month (except for the first special rent payment, which shall be subtracted from the lease inducement fee described below). All five of the sublease agreements for the Beacon Facilities are cross-defaulted. Furthermore, the security deposit for any of the Beacon Facilities may be applied to the payment of any default under any one of the sublease agreements (or any other agreement cross-defaulted with the Beacon Facilities’ sublease agreements). In connection with entering into the sublease agreements for the Beacon Facilities, each Beacon Sublessor and Beacon Sublessee also entered into an operations transfer agreement with respect to the applicable facility, each containing customary terms and conditions relating to the transfer of operations thereof. On August 1, 2015, the Company entered into a Lease Inducement Fee Agreement with certain affiliates of Beacon Health Management, LLC, pursuant to which the Company paid to certain affiliates of Beacon Health Management, LLC a fee of $0.6 million as a lease inducement for the Beacon Sublessees to enter into the sublease agreements described above and to commence such subleases and transfer operations thereunder. The inducement fee was paid net of certain other fees and costs owed by the affiliates of Beacon Health Management, LLC to the Beacon Sublessors, including the first month of base rent for all of the Beacon Facilities and the first month of special rent pertaining to the EHPW Facilities. Bentonville On July 1, 2015, the Company completed the sale of its Bentonville, Arkansas skilled nursing facility consisting of 83 licensed beds for $3.4 million net of customary closing and certain real property apportionments. Net proceeds were used to repay certain mortgage indebtedness. Riverchase On August 6, 2015, Riverchase Village ADK, LLC entered into a First Amendment to Asset Purchase Agreement ("First Amendment") with Omega, which amended the Riverchase Sale Agreement. Under the First Amendment: (i) the closing date of the Riverchase Sale Agreement was extended to August 31, 2015, subject to the purchaser's right to extend the closing date to September 30, 2015, upon completion of conditions set forth in the agreement; (ii) Omega transferred $0.1 million in additional earnest money to Riverchase Village ADK, LLC, to extend the Riverchase Sale Agreement to August 31, 2015; and (iii) the total purchase price, inclusive of the additional earnest money, increased by $0.1 million to $6.9 million. Gemino-Bonterra Credit Facility On July 1, 2015, the outstanding principal amount of $0.4 million under the Gemino-Bonterra Credit Facility was repaid in full, thus releasing all liens and security interests as well as terminating all indebtedness on the Gemino-Bonterra Credit Facility. PrivateBank Credit Facility On July 30, 2015, the PrivateBank Borrowers entered into the Tenth Modification Agreement with PrivateBank, which modified the PrivateBank Credit Facility. The primary modification pursuant to the Tenth Modification: (i) the outstanding amount owing under the PrivateBank Credit Facility was reduced to $3.8 million , effective July 30, 2015; and (ii) the PrivateBank Borrowers shall not have the right to receive any additional cash borrowings under the PrivateBank Credit Facility. Companions Specialized Care On August 12, 2015, a wholly owned subsidiary of the Company entered into a First Amendment with Contemporary, which modified the Contemporary Loan. Under the First Amendment: (i) the outstanding amount owing under the Contemporary Loan was reduced from $5.0 million to $3.0 million ; (ii) restricted assets related to the loan of $2.0 million were used to reduce the outstanding amount owing under the Contemporary Loan, thus eliminating all restricted assets related to the loan; and (iii) the maturity date of the Contemporary Loan was extended from August 20, 2015 to November 20, 2015. Amendment to Subordinated Convertible Note On July 30, 2015, the Company and CAM entered into an amendment, effective July 31, 2015, to that certain 8% Subordinated Convertible Note issued by the Company to CAM and due July 31, 2015, with a principal amount as of such date of $4.8 million to, among other things: (i) extend the maturity date with respect to $1.5 million of the principal amount of the note to October 31, 2017; (ii) increase the interest rate from 8.0% to 10.0% per annum; and (iii) increase the conversion price from $3.97 to $4.25 per share. Additionally, the amendment modifies the Company’s right to prepay the note so that 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 the note; provided, however, that: (i) the shares of the common stock issuable upon conversion of the note have been registered for resale under the Securities Act; (ii) at any time after the issue date of the note, the volume-weighted average price of the common stock for ten consecutive trading days has equaled or exceeded 150% of the then-current conversion price; and (iii) such prepayment may not be effected prior to July 31, 2016. The amendment also affords each of CAM and the Company the right to cause the redemption of all or any portion of the principal amount of the note upon a change of control (as defined in the note) at a redemption price equal to 115% of the sum of (i) outstanding principal amount to be redeemed, plus (ii) the amount of accrued and unpaid interest thereon. Pursuant to the amendment, the Company paid to Cantone Research, Inc. (“CRI”), an affiliate of CAM, a fee equal to $37,500 . The amendment also amends that certain Consulting Agreement, dated July 2, 2012, between the Company and CRI to: (i) reduce the annual consulting fee payable thereunder to $15,000 and further reduce such fee proportionately upon each repayment, redemption or conversion of the principal amount of the note; and (ii) terminate the Consulting Agreement upon the earlier of October 31, 2017, or the conversion, redemption or prepayment of the entire principal amount of the note. CAM, CRI and certain of their affiliates, including Anthony J. Cantone, filed with the SEC in August 2014 a Schedule 13D/A reporting beneficial ownership of the Company’s common stock in excess of 5% of the total shares outstanding. For a description of certain arrangements with Mr. Cantone and his affiliates, see “Item 13. Certain Relationships and Related Party Transactions and Director Independence - Related Party Transactions - Cantone” in the Annual Report. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 six months ended June 30, 2015 and 2014 , are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2014 , 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 the accompanying unaudited consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2014 , included in the Annual Report. 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 consolidated 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. In addition, reclassifications were made to the Consolidated Statements of Operations for the three and six months ended June 30, 2014 , to reflect the same facilities in discontinued operations for both periods presented. |
Patient Care Revenue Recognition and Receivables | Patient Care Revenue Recognition and Receivables The Company recognizes patient care 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 patient care 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, patient care revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. Patient care revenue from the Medicaid and Medicare programs accounted for 80.0% and 79.9% of the Company’s patient care revenue for the three and six months ended June 30, 2015 , respectively, and 81.5% and 81.2% of the Company's patient care revenue for the three and six months ended June 30, 2014 , respectively. The Company records patient care revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s patient care 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. The Company recorded retroactive adjustments to patient care revenue which were not material to the Company's consolidated revenue for the three and six months ended June 30, 2015 and 2014 . 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 June 30, 2015 and December 31, 2014 , the Company has an allowance for uncollectible accounts of $10.9 million and $6.7 million , respectively. |
Management Fee Revenue Recognition and Receivables | Management Fee Revenue Recognition and Receivables Management fee revenues and receivables are recorded in the month that services are provided. As of June 30, 2015 and December 31, 2014 , the Company evaluated collectibility of management fees and determined that no allowance was required. |
Rental Revenue Recognition and Receivables | Rental Revenue Recognition and Receivables The Company, as lessor or sublessor, makes a determination with respect to each of its leases and subleases 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. As of June 30, 2015 and December 31, 2014 , the Company evaluated collectibility of rental revenue 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, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments because 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 accounting pronouncements and ASU interpretations that have effectiveness dates during the periods reported and in future periods. In April 2014, the FASB issued ASU 2014-08 which 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 reporting periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The Company has adopted this ASU as of January 1, 2015. 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 new standard 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. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. As a result, this new revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted beginning after December 15, 2016, including interim periods within those reporting periods. The Company has not yet determined the impact, if any, that the adoption of this new standard 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 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 new standard will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 guidance regarding debt issuance costs as a part of the simplification and productivity initiative. Under this new standard, debt issuance costs will be presented as a direct reduction from the carrying amount of the debt liability, consistent with the presentation of debt discounts. The amortization of debt issuance costs will be reported as interest expense. The new standard is to be applied on a retrospective basis and reported as a change in an accounting principle. This standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating changes in its accounting required by this new standard and the impact to the Company's financial position and related disclosures. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 income (loss) for continuing and discontinued operations and the number of shares of common stock used in the computation of both basic and diluted earnings per share: Three Months Ended June 30, 2015 2014 (Amounts in 000’s, except per share data) Income Shares Per Income Shares Per Continuing operations: Loss from continuing operations $ (2,212 ) $ (6,870 ) Net income attributable to noncontrolling interests 270 157 Loss from continuing operations (1,942 ) (6,713 ) Preferred stock dividend (1,437 ) (646 ) Basic loss from continuing operations (3,379 ) 19,775 $ (0.17 ) (7,359 ) 17,221 $ (0.43 ) Diluted loss from continuing operations (a) (3,379 ) 19,775 $ (0.17 ) (7,359 ) 17,221 $ (0.43 ) Discontinued operations: Basic (loss) income from discontinued operations (3,151 ) 19,775 $ (0.16 ) 4,075 17,221 $ 0.24 Diluted (loss) income from discontinued operations (a) (3,151 ) 19,775 $ (0.16 ) 4,075 17,221 $ 0.24 Net loss attributable to AdCare: Basic loss (6,530 ) 19,775 $ (0.33 ) (3,284 ) 17,221 $ (0.19 ) Diluted loss (a) (6,530 ) 19,775 $ (0.33 ) (3,284 ) 17,221 $ (0.19 ) Six Months Ended June 30, 2015 2014 (Amounts in 000’s, except per share data) Income Shares Per Income Shares Per Continuing operations: Loss from continuing operations $ (7,794 ) $ (13,031 ) Net loss attributable to noncontrolling interests 500 330 Basic loss from continuing operations (7,294 ) (12,701 ) Preferred stock dividend (2,083 ) (1,292 ) Basic loss from continuing operations (9,377 ) 19,499 $ (0.48 ) (13,993 ) 17,220 $ (0.81 ) Diluted loss from continuing operations (a) (9,377 ) 19,499 $ (0.48 ) (13,993 ) 17,220 $ (0.81 ) Discontinued operations: Basic loss from discontinued operations (2,818 ) 19,499 $ (0.15 ) 7,713 17,220 $ 0.45 Diluted (loss) income from discontinued operations (a) (2,818 ) 19,499 $ (0.15 ) 7,713 17,220 $ 0.45 Net loss attributable to AdCare: Basic loss (12,195 ) 19,499 $ (0.63 ) (6,280 ) 17,220 $ (0.36 ) Diluted loss (a) (12,195 ) 19,499 $ (0.63 ) (6,280 ) 17,220 $ (0.36 ) (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 | June 30, (Share amounts in 000’s) 2015 2014 Outstanding stock options 774 1,758 Outstanding warrants - employee 1,887 1,876 Outstanding warrants - nonemployee 585 1,016 Subordinated convertible notes 3,319 4,406 Total anti-dilutive securities 6,565 9,056 |
Restricted Cash and Investmen25
Restricted Cash and Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 December 31, 2014 HUD escrow deposits $ 365 $ 289 Lender's collection account 299 35 Current replacement reserves 133 9 HUD current replacement reserves 637 637 Cash collateral and certificates of deposit 6,920 2,302 Property tax escrow — 49 Total current portion 8,354 3,321 HUD replacement reserves 1,110 1,074 Reserves for capital improvements 211 936 Restricted investments for other debt obligations 4,688 3,446 Total noncurrent portion 6,009 5,456 Total restricted cash and investments $ 14,363 $ 8,777 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 Gross $ 35,690 $ 2,471 $ 7,406 $ 45,567 Accumulated amortization (3,587 ) — (3,319 ) (6,906 ) Net carrying amount $ 32,103 $ 2,471 $ 4,087 $ 38,661 Disposition Gross (a) — — (525 ) (525 ) Accumulated amortization (a) — — 525 525 Amortization expense (586 ) — (333 ) (919 ) Balances, June 30, 2015 Gross 35,690 2,471 6,881 45,042 Accumulated amortization (4,173 ) — (3,127 ) (7,300 ) Net carrying amount $ 31,517 $ 2,471 $ 3,754 $ 37,742 |
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 2015 (a) $ 586 $ 333 2016 1,173 667 2017 1,173 667 2018 1,173 667 2019 1,173 667 Thereafter 26,239 753 Total expected amortization expense $ 31,517 $ 3,754 (a) Estimated amortization expense for the year ending December 31, 2015 , includes only amortization to be recorded after June 30, 2015 . |
Summary of the changes in the carrying amount of goodwill | The following table summarizes the carrying amount of goodwill: (Amounts in 000’s) June 30, 2015 December 31, 2014 Goodwill $ 5,023 $ 5,023 Accumulated impairment losses (799 ) (799 ) Total $ 4,224 $ 4,224 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Lives (Years) June 30, 2015 December 31, 2014 Buildings and improvements 5-40 $ 128,355 $ 128,136 Equipment 2-10 13,261 13,294 Land — 7,122 7,127 Computer related 2-10 2,915 2,908 Construction in process — 175 52 151,828 151,517 Less: accumulated depreciation and amortization (23,135 ) (20,524 ) Property and equipment, net $ 128,693 $ 130,993 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments for each of the next five years ending December 31 , are as follows: (Amounts in 2015 (a) $ 4,000 2016 7,980 2017 8,062 2018 8,188 2019 7,861 Thereafter 8,279 Total $ 44,370 (a) Estimated minimum lease payments for the year ending December 31, 2015 , include only payments to be recorded after June 30, 2015 . |
Schedule of Future Minimum Rental Payments Receivable for Operating Leases | Future minimum lease receivables from the Company’s facilities leased and subleased to third party operators for each of the next five years ending December 31 , are as follows: (Amounts in 2015 (a) $ 10,273 2016 21,146 2017 21,596 2018 22,030 2019 21,753 Thereafter 75,834 Total $ 172,632 (a) Estimated minimum lease receivables for the year ending December 31, 2015 , include only payments to be received after June 30, 2015 . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: (Amounts in 000’s) June 30, 2015 December 31, 2014 Accrued payroll related $ 3,284 $ 6,915 Accrued employee benefits 1,468 3,405 Real estate and other taxes 1,193 1,335 Other accrued expenses 4,638 3,998 Total accrued expenses $ 10,583 $ 15,653 |
Notes Payable and Other Debt (T
Notes Payable and Other Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable and other debt | Notes payable and other debt consist of the following: (Amounts in 000’s) June 30, 2015 December 31, 2014 Revolving credit facilities and lines of credit $ 1,542 $ 6,832 Senior debt - guaranteed by HUD 25,754 26,022 Senior debt - guaranteed by USDA 26,809 27,128 Senior debt - guaranteed by SBA 3,627 3,703 Senior debt - bonds, net of discount (a) 12,873 12,967 Senior debt - other mortgage indebtedness (b) (c) 60,089 60,277 Other debt 1,914 430 Convertible debt issued in 2012 5,982 7,500 Convertible debt issued in 2014 — 6,500 Convertible debt issued in 2015 7,700 — Total $ 146,290 $ 151,359 Less: current portion 12,283 22,012 Less: portion included in liabilities of disposal group held for sale (b) 9,398 5,197 Less: portion included in liabilities of variable interest entity held for sale (a) 5,870 5,956 Less: portion included in liabilities of disposal group held for use (c) — 4,035 Notes payable and other debt, net of current portion $ 118,739 $ 114,159 (a) The senior debt - bonds, net of discount includes $5.9 million at June 30, 2015 and $6.0 million at December 31, 2014 related to the Company's consolidated VIE, Riverchase Village ADK, LLC ("Riverchase"), 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. (b) At December 31, 2014 , the senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loan entered into in conjunction with the acquisition of Companions, a skilled nursing facility located in Tulsa, Oklahoma, as well as a related $0.2 million outstanding line of credit balance. At June 30, 2015 , the senior debt - other mortgage indebtedness includes $5.0 million related to the outstanding loans entered into in conjunction with the acquisition of the Companions facility, as well as the outstanding loans as reclassified from liabilities held for use. Specifically, the reclassified loans total $4.0 million on a skilled nursing facility located in Bentonville, Arkansas and one of the two Hembree Road office buildings located in Roswell, Georgia. An additional $0.4 million is an increase to the outstanding loan of the Bentonville, Arkansas property resulting from an increased debt allocation to the building for payoff purposes at sale closing. (c) At December 31, 2014 , the senior debt - other mortgage indebtedness includes $4.0 million related to the outstanding loans entered into in conjunction with the acquisition of a skilled nursing facility located in Bentonville, Arkansas and one of the two Hembree Road office buildings located in Roswell, Georgia. During the six months ended June 30, 2015, the outstanding loans were reclassified to liabilities held for sale. |
Summary of the scheduled maturities | The schedule below summarizes the scheduled maturities for the twelve months ended June 30 of the respective year: (Amounts in 000’s) 2016 $ 27,721 2017 54,371 2018 4,382 2019 1,810 2020 1,903 Thereafter 56,486 Subtotal 146,673 Less: unamortized discounts ($170 classified as current) (383 ) Total notes and other debt $ 146,290 |
Schedule of credit-related instruments, out of compliance | The table below indicates which of the Company's credit-related instruments are not in compliance as of June 30, 2015 : Credit Facility Balance at Subsidiary or Operator Level Covenant Requirement Financial Covenant Min/Max Financial Future Contemporary Healthcare Capital - Term Note - CSCC Nursing, LLC $ 5,000 Subsidiary Minimum Debt Service Coverage Ratio 1.15 (1.38 ) (a) 1.15 Subsidiary Minimum Occupancy 70 % 67 % (a) 70 % PrivateBank - Mortgage Note - Valley River Nursing, LLC; Park Heritage Nursing, LLC; Benton Nursing, LLC $ 10,885 Operator Minimum Operator EBITDAR (000s) $ 450 $ 10 (a) $ 450 PrivateBank - Mortgage Note - APH&R Property Holdings, LLC; Northridge HC&R Property Holdings, LLC; Woodland Hills HC Property Holdings, LLC $ 11,926 Operator Minimum Operator EBITDAR (000s) $ 450 $ (636 ) (a) $ 450 PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC $ 11,513 Operator Minimum Operator EBITDAR (000s) $ 358 $ 159 (a) $ 358 Subsidiary Minimum Borrower Fixed Charge Coverage 1.05 0.97 (a) 1.05 (a) Waiver, amendment or other cure provision for violation of covenant obtained. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Home Health Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of operations, assets and liabilities of the disposal groups held for sale | The following table summarizes the activity of discontinued operations for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2015 2014 2015 2014 Total revenues from discontinued operations $ 6,182 $ 37,532 $ 33,822 $ 74,004 Net income (loss) from discontinued operations $ (3,151 ) $ 4,075 $ (2,818 ) $ 7,713 Interest expense, net from discontinued operations $ 309 $ 313 $ 616 $ 622 On January 21, 2015, the Company listed for sale its two office buildings located on Hembree Road in Roswell, Georgia as part of its transition to a healthcare property holding and leasing company. During the three months ended June 30, 2015 , the Company recognized an impairment charge of approximately $0.1 million to write down the carrying value of its two office buildings located on Hembree Road in Roswell, Georgia. The assets and liabilities of the two Hembree Road buildings have been reclassified to assets and liabilities of disposal groups held for sale as of June 30, 2015 . Assets and liabilities of the disposal groups held for sale at June 30, 2015 and December 31, 2014 , are as follows: (Amounts in 000’s) June 30, 2015 December 31, 2014 Property and equipment, net $ 8,190 $ 3,777 Other assets 2,052 2,036 Assets of disposal groups held for sale $ 10,242 $ 5,813 Notes payable $ 9,398 $ 5,000 Line of credit — 197 Liabilities of disposal group held for sale $ 9,398 $ 5,197 |
Riverchase | Riverchase Village Facility | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of operations, assets and liabilities of the disposal groups held for sale | Assets and liabilities of the variable interest entity held for sale at June 30, 2015 and December 31, 2014 , are as follows: Amounts in (000's) June 30, 2015 December 31, 2014 Property and equipment, net $ 5,892 $ 5,893 Other assets 2 31 Assets of variable interest entity held for sale $ 5,894 $ 5,924 Bonds payable $ 5,870 $ 5,956 Liabilities of variable interest entity held for sale $ 5,870 $ 5,956 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stock based compensation | |
Summary of recognized stock based compensation | STOCK BASED COMPENSATION For the three and six months ended June 30, 2015 and 2014 , the Company recognized stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2015 2014 2015 2014 Employee compensation: Stock options $ 2 $ 7 $ 45 $ 189 Warrants 52 49 85 90 Restricted stock 128 68 191 101 Total employee stock-based compensation expense $ 182 $ 124 $ 321 $ 380 Non-employee compensation: Board restricted stock $ 36 $ 42 $ 87 $ 226 Board stock options 12 61 24 121 Warrants — — — 11 Total non-employee stock-based compensation expense $ 48 $ 103 $ 111 $ 358 Total stock-based compensation expense $ 229 $ 226 $ 432 $ 738 |
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 employee common stock options and warrants granted during the six months ended June 30, 2015 and June 30, 2014 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Six Months Ended June 30, 2015 2014 Dividend yield 4.76 % n/a Expected volatility 38.6 % 51 % Risk-free interest rate 1.09 % 1.73 % Expected term 3.9 years 5.2 years |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 December 31, 2014 Assets of variable interest entity held for sale 5,894 5,924 Other assets 331 343 Total assets $ 6,225 $ 6,267 Accounts payable $ 1,907 $ 1,923 Accrued expenses 1,126 651 Current portion of notes payable 262 177 Liabilities of variable interest entity held for sale 5,870 5,956 Non-controlling interest (2,940 ) (2,440 ) Total liabilities and non-controlling interest $ 6,225 $ 6,267 |
Significant Accounting Polici34
Significant Accounting Policies (Details Textual) $ in Millions | Apr. 29, 2015facility | Jun. 30, 2015USD ($)bedfacility | Jun. 30, 2014 | Jun. 30, 2015USD ($)segmentbedfacility | Jun. 30, 2014 | Dec. 31, 2014USD ($) |
Operating Leased Assets [Line Items] | ||||||
Number of facilities | 2 | 15 | ||||
Number of skilled nursing facilities | 13 | |||||
Number of assisted living facilities | 1 | |||||
Number of independent living and senior housing facilities | 1 | |||||
Number of beds | bed | 1,572 | 1,572 | ||||
Number of facilities owned and operated | 9 | |||||
Operating leases, number of skilled nursing facilities leased, operated by the company | 3 | 3 | ||||
Number of facilities managed | 3 | |||||
Number of reportable segments | segment | 1 | |||||
Concentration risk, percentage | 80.00% | 81.50% | 79.90% | 81.20% | ||
Patient care receivables, estimated allowance for uncollectible accounts | $ | $ 10.9 | $ 10.9 | $ 6.7 | |||
Third Party Operators | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of Lease Agreements Executed, Owned by Company | 14 | 14 | ||||
Number of sublease agreements executed, owned by company | 15 | |||||
Number of sublease agreements executed, leased by company | 8 | |||||
Number of owned assisted living facilities leased | 1 |
Reconciliation of Net Income (L
Reconciliation of Net Income (Loss) for Continuing and Discontinued Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income (loss) | ||||
Loss from continuing operations | $ (2,212) | $ (6,870) | $ (7,794) | $ (13,031) |
Net income attributable to noncontrolling interests | 270 | 157 | 500 | 330 |
Loss from continuing operations | (5,093) | (2,638) | (10,112) | (4,988) |
Preferred stock dividend | (1,437) | (646) | (2,083) | (1,292) |
Basic loss from continuing operations | (6,530) | (3,284) | (12,195) | (6,280) |
Income (loss) from discontinued operations, net of tax | $ (3,151) | $ 4,075 | $ (2,818) | $ 7,713 |
Shares | ||||
Basic (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Diluted (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Per Share | ||||
Basic loss from continuing operations (in dollars per share) | $ (0.17) | $ (0.43) | $ (0.48) | $ (0.81) |
Diluted loss from continuing operations (in dollars per share) | (0.17) | (0.43) | (0.48) | (0.81) |
Basic (loss) income from discontinued operations (in dollars per share) | (0.16) | 0.24 | (0.15) | 0.45 |
Diluted (loss) income from discontinued operations (in dollars per share) | (0.16) | 0.24 | (0.15) | 0.45 |
Basic loss (in dollars per share) | (0.33) | (0.19) | (0.63) | (0.36) |
Diluted net income (loss) (in dollars per share) | $ (0.33) | $ (0.19) | $ (0.63) | $ (0.36) |
Continuing Operations | ||||
Income (loss) | ||||
Loss from continuing operations | $ (1,942) | $ (6,713) | $ (7,294) | $ (12,701) |
Basic loss from continuing operations | (3,379) | (7,359) | (9,377) | (13,993) |
Diluted loss from continuing operations | $ (3,379) | $ (7,359) | $ (9,377) | $ (13,993) |
Shares | ||||
Basic (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Diluted (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Per Share | ||||
Basic loss from continuing operations (in dollars per share) | $ (0.17) | $ (0.43) | $ (0.48) | $ (0.81) |
Diluted loss from continuing operations (in dollars per share) | $ (0.17) | $ (0.43) | $ (0.48) | $ (0.81) |
Discontinued Operations | ||||
Shares | ||||
Basic (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Diluted (loss) income (in shares) | 19,775 | 17,221 | 19,499 | 17,220 |
Per Share | ||||
Basic (loss) income from discontinued operations (in dollars per share) | $ (0.16) | $ 0.24 | $ (0.15) | $ 0.45 |
Diluted (loss) income from discontinued operations (in dollars per share) | $ (0.16) | $ 0.24 | $ (0.15) | $ 0.45 |
Anti-dilutive Securities (Detai
Anti-dilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||
Total anti-dilutive securities (in shares) | 6,565 | 9,056 |
Stock options | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Total anti-dilutive securities (in shares) | 774 | 1,758 |
Outstanding warrants - employee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Total anti-dilutive securities (in shares) | 1,887 | 1,876 |
Outstanding warrants - nonemployee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Total anti-dilutive securities (in shares) | 585 | 1,016 |
Subordinated convertible notes | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Total anti-dilutive securities (in shares) | 3,319 | 4,406 |
Liquidity and Profitability (De
Liquidity and Profitability (Details Textual) | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($)companybuildingfacility$ / sharesshares | Jun. 30, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 30, 2015USD ($)$ / shares | Jul. 21, 2015shares | Jun. 02, 2015USD ($)$ / sharesshares | Apr. 13, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Management's plan for increasing liquidity and profitability | |||||||||||
Cash and cash equivalents | $ 15,340,000 | $ 10,735,000 | $ 11,147,000 | $ 19,374,000 | |||||||
Restricted cash and investments | $ 14,363,000 | $ 8,777,000 | |||||||||
Number of facilities held-for-sale | facility | 1 | ||||||||||
Number of assets held-for-sale | building | 3 | ||||||||||
Number of variable interest entities held for sale | company | 1 | ||||||||||
Proceeds from sale of asset, difference between the cash inflow and the related obligation on the asset, anticipated | $ 600,000 | ||||||||||
Preferred stock, shares issued (in shares) | shares | 2,113,000 | 2,113,000 | |||||||||
Preferred stock issued (shares) | $ 47,950,000 | $ 20,392,000 | |||||||||
Fixed interest rate (as a percent) | 8.00% | ||||||||||
Debt instrument, principal amount | $ 6,400,000 | ||||||||||
Total indebtedness | 146,290,000 | 151,359,000 | |||||||||
Current debt | 27,600,000 | ||||||||||
Convertible debt, current | 4,482,000 | 14,000,000 | |||||||||
Debt, current | 12,283,000 | 22,012,000 | |||||||||
Maturities from 2015 to 2017 | 64,200,000 | ||||||||||
Convertible debt issued in 2012 | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Total indebtedness | $ 5,982,000 | $ 7,500,000 | |||||||||
Convertible Debt | Convertible debt issued in 2012 | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Fixed interest rate (as a percent) | 8.00% | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3.97 | ||||||||||
Senior Debt, Bond and Mortgage Indebtedness | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Debt of held for sale entities | $ 15,300,000 | ||||||||||
Revolver Debt, Bonds and Mortgage Indebtedness | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Debt, current | $ 7,800,000 | ||||||||||
Scenario, Forecast | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Proceeds from issuance of debt | $ 1,600,000 | $ 2,500,000 | |||||||||
Expected disbursements | $ 9,800,000 | ||||||||||
Subsequent Event | Convertible Debt | Convertible debt issued in 2012 | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | ||||||||||
Debt instrument, principal amount | $ 4,847,000 | $ 4,847,000 | |||||||||
Debt instrument, principal amount with extended maturity date | $ 1,500,000 | ||||||||||
Redeemable Preferred Stock | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Preferred stock, shares issued (in shares) | shares | 588,235 | ||||||||||
Public offering price (usd per share) | $ / shares | $ 25.50 | ||||||||||
Preferred stock issued (shares) | $ 14,200,000 | ||||||||||
Redeemable Preferred Stock | Subsequent Event | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Preferred Stock, agreement to sell | shares | 800,000 | ||||||||||
Series A Preferred Stock | |||||||||||
Management's plan for increasing liquidity and profitability | |||||||||||
Preferred stock, shares issued (in shares) | shares | 588,235 | 575,000 | |||||||||
Liquidation preference, (usd per share) | $ / shares | $ 25 | ||||||||||
Public offering price (usd per share) | $ / shares | $ 25.50 | $ 25.75 | |||||||||
Preferred stock issued (shares) | $ 13,800,000 |
Restricted Cash, Escrow Deposit
Restricted Cash, Escrow Deposits and Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Restricted Cash and Investments [Abstract] | ||
HUD escrow deposits | $ 365 | $ 289 |
Lender's collection account | 299 | 35 |
Current replacement reserves | 133 | 9 |
HUD current replacement reserves | 637 | 637 |
Cash collateral and certificates of deposit | 6,920 | 2,302 |
Property tax escrow | 0 | 49 |
Total current portion | 8,354 | 3,321 |
HUD replacement reserves | 1,110 | 1,074 |
Reserves for capital improvements | 211 | 936 |
Restricted investments for other debt obligations | 4,688 | 3,446 |
Total noncurrent portion | 6,009 | 5,456 |
Total restricted cash and investments | $ 14,363 | $ 8,777 |
Intangible Assets and Goodwil39
Intangible Assets and Goodwill (Intangible Assets) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)facility | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||||
Number of skilled nursing facilities | facility | 13 | ||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Gross | $ 45,042 | $ 45,042 | $ 45,567 | ||
Accumulated amortization | (7,300) | (7,300) | (6,906) | ||
Net carrying amount | 37,742 | 37,742 | 38,661 | ||
Disposition, Gross | (525) | ||||
Disposition, Accumulated amortization | 525 | ||||
Amortization expense | (919) | ||||
Bed Licenses (included in property and equipment) | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Gross | 35,690 | 35,690 | 35,690 | ||
Accumulated amortization | (4,173) | (4,173) | (3,587) | ||
Net carrying amount | 31,517 | 31,517 | 32,103 | ||
Disposition, Gross | 0 | ||||
Disposition, Accumulated amortization | 0 | ||||
Amortization expense | (300) | $ (300) | $ (586) | $ (600) | |
Lease Rights | |||||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||||
Number of skilled nursing facilities | facility | 1 | ||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Gross | 6,881 | $ 6,881 | 7,406 | ||
Accumulated amortization | (3,127) | (3,127) | (3,319) | ||
Net carrying amount | 3,754 | 3,754 | 4,087 | ||
Disposition, Gross | (525) | ||||
Disposition, Accumulated amortization | 525 | ||||
Amortization expense | (200) | $ (200) | (333) | $ (300) | |
Bed Licenses - Separable | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Gross | 2,471 | 2,471 | 2,471 | ||
Accumulated amortization | 0 | 0 | 0 | ||
Net carrying amount | $ 2,471 | 2,471 | $ 2,471 | ||
Disposition, Gross | 0 | ||||
Disposition, Accumulated amortization | 0 | ||||
Amortization expense | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 151,828 | $ 151,517 |
Less: Accumulated depreciation and amortization expense | (23,135) | (20,524) |
Property and equipment, net | 128,693 | 130,993 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 128,355 | 128,136 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 40 years | |
Equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 13,261 | 13,294 |
Equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 2 years | |
Equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 10 years | |
Land | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 7,122 | 7,127 |
Computer related | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 2,915 | 2,908 |
Computer related | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 2 years | |
Computer related | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives | 10 years | |
Construction in process | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 175 | $ 52 |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill (Expected Amortization Expense for all Definite Lived Intangibles) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total expected amortization expense | $ 3,754 | $ 4,087 |
Bed Licenses (included in property and equipment) | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | 586 | |
2,016 | 1,173 | |
2,017 | 1,173 | |
2,018 | 1,173 | |
2,019 | 1,173 | |
Thereafter | 26,239 | |
Total expected amortization expense | 31,517 | |
Lease Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | 333 | |
2,016 | 667 | |
2,017 | 667 | |
2,018 | 667 | |
2,019 | 667 | |
Thereafter | 753 | |
Total expected amortization expense | $ 3,754 |
Property and Equipment (Textual
Property and Equipment (Textual) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)building | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)building | Jun. 30, 2014USD ($) | |
Property, Plant and Equipment [Abstract] | ||||
Total depreciation and amortization | $ 1,600 | $ 1,700 | $ 3,100 | $ 3,300 |
Depreciation and amortization expense recognized in loss from discontinued operations | 30 | $ 100 | $ 80 | $ 300 |
Tangible asset impairment charges | $ 100 | |||
Number of office buildings | building | 2 | 2 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 5,023 | $ 5,023 |
Accumulated impairment losses | (799) | (799) |
Total | $ 4,224 | $ 4,224 |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - Jun. 30, 2015 | USD ($)renewal_termfacility |
Operating Leased Assets [Line Items] | |
Number of skilled nursing facilities under non-cancelable operating leases | facility | 11 |
Operating leases, number of skilled nursing facilities leased, operated by the company | facility | 3 |
Future minimum lease payments | |
2,015 | $ 4,000,000 |
2,016 | 7,980,000 |
2,017 | 8,062,000 |
2,018 | 8,188,000 |
2,019 | 7,861,000 |
Thereafter | 8,279,000 |
Total | $ 44,370,000 |
Minimum | |
Operating Leased Assets [Line Items] | |
Operating leases, term of contract | 10 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Operating leases, term of contract | 12 years |
Lease Ending 2020 | |
Operating Leased Assets [Line Items] | |
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 |
Operating leases, term of contract | 10 years |
Lease Ending 2022 | |
Operating Leased Assets [Line Items] | |
Number of skilled nursing facilities under non-cancelable operating leases | facility | 2 |
Operating leases, term of contract | 12 years |
Number of renewal terms | renewal_term | 2 |
Renewal term (in years) | 10 years |
Capital expenditure per licensed bed per lease year at each facility | $ 375 |
Capital expenditure per year for both facilities | $ 100,000 |
Leases (Future Payments Receiva
Leases (Future Payments Receivable)(Details) $ in Thousands | Jun. 30, 2015USD ($) |
Leases [Abstract] | |
2,015 | $ 10,273 |
2,016 | 21,146 |
2,017 | 21,596 |
2,018 | 22,030 |
2,019 | 21,753 |
Thereafter | 75,834 |
Total | $ 172,632 |
Leases (Lease and Subleased Fac
Leases (Lease and Subleased Facilities to Third-Party Operators) (Details) - Lease Arrangement, Type [Domain] | 6 Months Ended |
Jun. 30, 2015facility | |
Operating Leased Assets [Line Items] | |
Number of sublease agreements executed | 23 |
Third Party Operators | |
Operating Leased Assets [Line Items] | |
Number of sublease agreements executed, owned by company | 15 |
Number of sublease agreements executed, leased by company | 8 |
Leases (Arkansas Lease) (Detail
Leases (Arkansas Lease) (Details) | Jul. 17, 2015USD ($)facility | May. 01, 2015lease_agreementfacility | Apr. 30, 2015USD ($)sublessorsublessee | Apr. 29, 2015subsidiary | Jan. 16, 2015USD ($)subsidiary | Jun. 30, 2015subleasefacility | May. 31, 2015 | Jan. 31, 2015 |
Operating Leased Assets [Line Items] | ||||||||
Number of subsidiaries entered into sublease agreement | subsidiary | 2 | |||||||
Number of sublease agreements executed | facility | 23 | |||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 11 | |||||||
Escalation percentage through initial term, as a percent | 1.03 | |||||||
Aria Sublessor | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of Sub-lessor | sublessor | 2 | |||||||
Number of Sub-lessee | sublessee | 2 | |||||||
Number of sublease agreements executed | sublease | 2 | |||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 | |||||||
Aria Sublessor | Aria Health Consulting LLC | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Payments for lease inducement fees | $ 2,000,000 | |||||||
Arkansas | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 | |||||||
Arkansas | Aria Sublessor | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of subsidiaries entered into sublease agreement | subsidiary | 10 | |||||||
Number of leases agreements, commenced | lease_agreement | 8 | |||||||
Operating leases, monthly rental expense | $ 29,500 | |||||||
Initial lease term (in years) | 10 years | |||||||
Renewal term (in years) | 5 years | |||||||
Annual rent in the first year | $ 5,300,000 | |||||||
Escalation percentage through initial term, as a percent | 0.02 | |||||||
Escalation percentage through renewal term, as a percent | 0.03 | |||||||
Subsequent Event | Aria Sublessee | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Adjustment to base rent | $ 360,000 | |||||||
Subsequent Event | Arkansas | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | |||||||
Subsequent Event | Arkansas | Aria Sublessor | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Renewal term (in years) | 5 years | |||||||
Annual rent in the first year | $ 600,000 | |||||||
Escalation percentage through initial term, as a percent | 0.03 | |||||||
Subsequent Event | Arkansas | Aria Sublessee | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Escalation percentage through renewal term, as a percent | 0.03 | |||||||
Subsequent Event | Notes Receivable | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Accounts and notes receivable | $ 1,200,000 | |||||||
Note receivable, stated rate of interest | 12.50% |
Leases (Georgia Lease) (Details
Leases (Georgia Lease) (Details) | Mar. 17, 2015USD ($)facility | Feb. 18, 2015USD ($)facility | Jan. 31, 2015USD ($)lease_agreementfacility | Jun. 30, 2015facility | May. 31, 2015 |
Operating Leased Assets [Line Items] | |||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 11 | ||||
Escalation percentage through initial term, as a percent | 1.03 | ||||
College Park Sublessor | |||||
Operating Leased Assets [Line Items] | |||||
Annual rent in the first year | $ 600,000 | ||||
Renewal term (in years) | 5 years | ||||
Annual escalation of rental payments | $ 12,000 | ||||
Autumn Breeze Sublessor | |||||
Operating Leased Assets [Line Items] | |||||
Annual rent in the first year | $ 800,000 | ||||
Renewal term (in years) | 5 years | ||||
Annual escalation of rental payments | $ 12,000 | ||||
GEORGIA | |||||
Operating Leased Assets [Line Items] | |||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | 2 | |||
Number of sublease agreements | lease_agreement | 2 | ||||
Annual rent in the first year | $ 3,900,000 | ||||
Escalation percentage through initial term, as a percent | 0.01 | ||||
Escalation percentage through renewal term, as a percent | 0.02 | ||||
GEORGIA | Autumn Breeze Sublessor | |||||
Operating Leased Assets [Line Items] | |||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | ||||
GEORGIA | LaGrange Sublessor | |||||
Operating Leased Assets [Line Items] | |||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | ||||
Annual rent in the first year | $ 1,000,000 | ||||
Escalation percentage through initial term, as a percent | 0.03 | ||||
Initial term of annual rent (in years) | 2 years |
Leases (North and South Carolin
Leases (North and South Carolina, Oklahoma Lease) (Details) - Lease Arrangement, Type [Domain] | Jun. 01, 2015facility | May. 31, 2015USD ($) | May. 30, 2015USD ($) | Apr. 29, 2015USD ($)bedsubsidiarylease_renewalfacility | Apr. 01, 2015subleasefacility | Mar. 20, 2015facility | Feb. 27, 2015USD ($)subsidiaryfacility | Jun. 30, 2015bedfacility |
Operating Leased Assets [Line Items] | ||||||||
Number of subsidiaries entered into sublease agreement | subsidiary | 2 | |||||||
Number of skilled nursing facilities | 13 | |||||||
Escalation percentage through initial term, as a percent | 1.03 | |||||||
Number of skilled nursing facilities under non-cancelable operating leases | 11 | |||||||
Base rent, year one | $ | $ 54,000 | $ 59,000 | ||||||
Base rent, year two, per agreement | $ | $ 59,000 | |||||||
Number of facilities | 2 | 15 | ||||||
Number of beds | bed | 1,572 | |||||||
Future minimum payments due, next twelve months | $ | $ 960,000 | |||||||
Southwest LTC-Quail Creek, LLC and Southwest LTC-NW OKC, LLC | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of skilled nursing facilities under non-cancelable operating leases | 1 | |||||||
North Carolina and South Carolina | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of subsidiaries entered into sublease agreement | subsidiary | 3 | |||||||
Initial lease term (in years) | 15 years | |||||||
Renewal term (in years) | 5 years | |||||||
Annual rent in the first year | $ | $ 1,800,000 | |||||||
Escalation percentage through initial term, as a percent | 0.03 | |||||||
South Carolina | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of skilled nursing facilities | 2 | |||||||
Number of leases agreements, commenced | 2 | |||||||
Escalation percentage through renewal term, as a percent | 0.2 | |||||||
Number of skilled nursing facilities under non-cancelable operating leases | 2 | |||||||
NORTH CAROLINA | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of skilled nursing facilities | 1 | |||||||
Number of leases agreements, commenced | 1 | |||||||
Quail Creek Nursing Home | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of beds | bed | 109 | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |||||||
Number of renewal terms | lease_renewal | 2 | |||||||
Renewal term (in years) | 5 years | |||||||
Northwest Nursing Center | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of beds | bed | 88 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll related | $ 3,284 | $ 6,915 |
Accrued employee benefits | 1,468 | 3,405 |
Real estate and other taxes | 1,193 | 1,335 |
Other accrued expenses | 4,638 | 3,998 |
Total accrued expenses | $ 10,583 | $ 15,653 |
Notes Payable and Other Debt (S
Notes Payable and Other Debt (Schedule of Long-term Debt) (Details) | 6 Months Ended | |
Jun. 30, 2015USD ($)building | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Notes payable and other debt | $ 146,290,000 | $ 151,359,000 |
Less: current portion | 12,283,000 | 22,012,000 |
Less: portion included in liabilities of disposal group held for sale | 9,398,000 | 5,197,000 |
Less: portion included in liabilities of variable interest entity held for sale | 5,870,000 | 5,956,000 |
Less: portion included in liabilities of disposal group held for use | 0 | 4,035,000 |
Notes payable and other debt, net of current portion | 118,739,000 | 114,159,000 |
Amount outstanding | 0 | |
Reclassification from liabilities held-for-use to liabilities held-for-sale | $ 4,000,000 | |
Number of office buildings | building | 2 | |
Unamortized discount current | $ 170,000 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 1,542,000 | 6,832,000 |
Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 25,754,000 | 26,022,000 |
Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 26,809,000 | 27,128,000 |
Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 3,627,000 | 3,703,000 |
Senior debt - bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 12,873,000 | 12,967,000 |
Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 60,089,000 | 60,277,000 |
Increase in outstanding loan amount | 400,000 | |
Other Senior Debt | ||
Debt Instrument [Line Items] | ||
Less: portion included in liabilities of disposal group held for use | 0 | 4,035,000 |
Other debt | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 1,914,000 | 430,000 |
Convertible debt issued in 2012 | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 5,982,000 | 7,500,000 |
Convertible debt issued in 2014 | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 0 | 6,500,000 |
Convertible debt issued in 2015 | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | 7,700,000 | 0 |
Riverchase Village Facility | Senior debt - bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Less: portion included in liabilities of variable interest entity held for sale | $ 5,870,000 | 5,956,000 |
Companion Specialized Care Center | Discontinued Operations, Held-for-sale [Member] | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Number of office buildings | building | 1 | |
Number of office buildings, classified as liabilities of disposal group held for sale | building | 2 | |
Secured Debt | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Notes payable and other debt | $ 5,000,000 | |
Line of Credit | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Amount outstanding | $ 200,000 |
Notes Payable and Other Debt 52
Notes Payable and Other Debt (Scheduled Maturities) (Details) $ in Thousands | Jun. 30, 2015USD ($)building | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||
2,016 | $ 27,721 | |
2,017 | 54,371 | |
2,018 | 4,382 | |
2,019 | 1,810 | |
2,020 | 1,903 | |
Thereafter | 56,486 | |
Subtotal | 146,673 | |
Less: unamortized discounts | (383) | |
Total notes payable and other debt | $ 146,290 | $ 151,359 |
Number of office buildings | building | 2 | |
Liabilities of disposal group held for sale | $ 9,398 | 5,197 |
Liabilities of variable interest entity held for sale | 5,870 | 5,956 |
Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Total notes payable and other debt | 60,089 | 60,277 |
Senior debt - bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Total notes payable and other debt | 12,873 | 12,967 |
Riverchase Village Facility | Senior debt - bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Liabilities of variable interest entity held for sale | $ 5,870 | $ 5,956 |
Discontinued Operations, Held-for-sale [Member] | Companion Specialized Care Center | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Number of office buildings | building | 1 | |
Number of office buildings, classified as liabilities of disposal group held for sale | building | 2 |
Notes Payable and Other Debt (D
Notes Payable and Other Debt (Debt Covenant Compliance) (Details) | 6 Months Ended | |
Jun. 30, 2015USD ($)credit_instrument | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Number of credit facilities outstanding | credit_instrument | 43 | |
Total indebtedness | $ 146,290,000 | $ 151,359,000 |
Contemporary Healthcare Capital | CSCC Nursing LLC | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total indebtedness | $ 5,000,000 | |
Financial Covenant Required, Minimum Debt Service Ratio | 1.15 | |
Financial Covenant Achieved, Minimum Debt Service Ratio | (1.38) | |
Financial Covenant Required, Minimum Occupancy | 0.7 | |
Financial Covenant Achieved, Maximum Occupancy | 0.67 | |
Private Bank | Valley River Nursing LLC, Park Heritage Nursing LLC, Benton Nursing LLC | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total indebtedness | $ 10,885,000 | |
Financial Covenant Required, Minimum EBITDAR | 450,000 | |
Financial Covenant Achieved, Minimum EBITDAR | 10,000 | |
Private Bank | APH&R Property Holdings, LLC; Northridge HC&R Property Holdings, LLC; Woodland Hills HC Property Holdings, LLC | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total indebtedness | 11,926,000 | |
Financial Covenant Required, Minimum EBITDAR | 450,000 | |
Financial Covenant Achieved, Minimum EBITDAR | (636,000) | |
Private Bank | Little Rock HC&R Nursing, LLC | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total indebtedness | 11,513,000 | |
Financial Covenant Required, Minimum EBITDAR | 358,000 | |
Financial Covenant Achieved, Minimum EBITDAR | $ 159,000 | |
Financial Covenant Required, Minimum Operator Fixed Charge Coverage Ratio | 1.05 | |
Financial Covenant Achieved, Minimum Operator Fixed Charge Coverage Ratio | 0.97 |
Notes Payable and Other Debt (R
Notes Payable and Other Debt (Revolving Credit Facilities and Lines of Credit) (Details) - USD ($) | Jul. 01, 2015 | May. 14, 2015 | Apr. 30, 2015 | May. 30, 2013 | Sep. 20, 2012 | Sep. 01, 2015 | Aug. 01, 2015 | Jul. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Aug. 17, 2012 |
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 6,000,000 | $ 8,815,000 | |||||||||
Repayments of loan | $ 6,500,000 | ||||||||||
Amount outstanding | 0 | ||||||||||
Debt instrument, principal amount | $ 6,400,000 | ||||||||||
Fixed interest rate (as a percent) | 8.00% | ||||||||||
Gemino Northwest Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||||
Collateral monitoring fee as percentage of outstanding balance (percent) | 1.00% | ||||||||||
Fee as percent of unused portion of debt (percent) | 0.50% | ||||||||||
Repayments of loan | $ 1,000,000 | ||||||||||
Gemino Northwest Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate (percent) | 4.75% | ||||||||||
Gemino Bonterra Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 2,000,000 | $ 2,000,000 | |||||||||
Amount outstanding | 400,000 | ||||||||||
Minimum | Gemino Bonterra Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate (percent) | 4.75% | ||||||||||
Maximum | Gemino Bonterra Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate (percent) | 5.00% | ||||||||||
Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 5,750,000 | ||||||||||
Subsequent Event | Gemino Bonterra Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan | $ 400,000 | ||||||||||
Amount outstanding | $ 400,000 | ||||||||||
Subsequent Event | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding | $ 3,800,000 | ||||||||||
Scenario, Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 3,750,000 | ||||||||||
Letter of Credit | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit outstanding amount | $ 3,800,000 | ||||||||||
Contemporary Healthcare Capital | Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan | $ 600,000 | ||||||||||
Debt instrument, principal amount | $ 600,000 | ||||||||||
Fixed interest rate (as a percent) | 9.00% | ||||||||||
Long-term debt | $ 200,000 |
Notes Payable and Other Debt 55
Notes Payable and Other Debt (Senior Debt - Other Mortgage Indebtedness) (Details) | Aug. 20, 2015USD ($) | Jul. 01, 2015USD ($)bed | May. 15, 2015USD ($) | Apr. 30, 2015USD ($) | Apr. 29, 2015USD ($) | Feb. 25, 2015USD ($)subsidiary | Dec. 28, 2012USD ($)facility | Mar. 30, 2012subsidiary | Apr. 30, 2012USD ($)facility | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Sep. 01, 2015USD ($) | Aug. 12, 2015USD ($) | Aug. 01, 2015USD ($) | Jul. 30, 2015USD ($) | Jun. 30, 2015USD ($)bed | May. 01, 2015 | Mar. 31, 2015USD ($) | Aug. 31, 2012USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | $ 6,400,000 | ||||||||||||||||||
Repayments of loan | $ 6,500,000 | ||||||||||||||||||
Fixed interest rate (as a percent) | 8.00% | ||||||||||||||||||
Maximum borrowing capacity | $ 6,000,000 | $ 8,815,000 | |||||||||||||||||
Amount outstanding | $ 0 | ||||||||||||||||||
Debt instrument, periodic payment | $ 200,000 | ||||||||||||||||||
Number of skilled nursing facilities securing loan | facility | 3 | ||||||||||||||||||
Number of beds | bed | 1,572 | ||||||||||||||||||
Proceeds from sale | $ 3,400,000 | $ 3,500,000 | |||||||||||||||||
Secured Debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, principal amount | $ 5,000,000 | ||||||||||||||||||
Fixed interest rate (as a percent) | 8.50% | ||||||||||||||||||
Deferred finance costs, noncurrent, gross | $ 200,000 | ||||||||||||||||||
Debt instrument prepayment penalties percentage, first year | 0.05 | ||||||||||||||||||
Debt instrument prepayment penalties percentage, second year | 0.01 | ||||||||||||||||||
Long-term debt | $ 5,000,000 | ||||||||||||||||||
Restricted assets | 2,000,000 | ||||||||||||||||||
Scenario, Forecast | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 3,750,000 | ||||||||||||||||||
Proceeds from issuance of debt | $ 1,600,000 | $ 2,500,000 | |||||||||||||||||
Scenario, Forecast | Secured Debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Repayments of loan | $ 5,000,000 | ||||||||||||||||||
Private Bank | Bentonville, Heritage Park, and River Valley | Loans Payable [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, gross | 10,900,000 | ||||||||||||||||||
Management fees, percentage of operator gross income (percentage) | 5.00% | ||||||||||||||||||
Secured Debt | Private Bank | Little Rock Northridge and Woodland Hills and Abington Place Health and Rehab Center | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Restricted assets | 2,000,000 | ||||||||||||||||||
Number of wholly-owned subsidiaries entered into loan agreement | subsidiary | 3 | ||||||||||||||||||
Maximum borrowing capacity | $ 12,000,000 | 12,000,000 | |||||||||||||||||
Variable interest rate (percent) | 4.25% | ||||||||||||||||||
Amount outstanding | 11,900,000 | ||||||||||||||||||
Little Rock Northridge and Woodland Hills | Private Bank Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Deferred finance costs, noncurrent, gross | $ 400,000 | ||||||||||||||||||
Restricted assets | 2,100,000 | ||||||||||||||||||
Number of wholly-owned subsidiaries entered into loan agreement | subsidiary | 2 | ||||||||||||||||||
Variable interest rate (percent) | 4.00% | ||||||||||||||||||
Long-term debt, gross | $ 11,500,000 | ||||||||||||||||||
Number of skilled nursing facilities acquired | facility | 3 | ||||||||||||||||||
Proceeds from issuance of debt | $ 21,800,000 | ||||||||||||||||||
Debt instrument final payment required | $ 13,700,000 | ||||||||||||||||||
Debt instrument, variable interest rate floor | 6.00% | ||||||||||||||||||
Debt instrument prepayment penalties percentage | 5.00% | ||||||||||||||||||
Debt instrument prepayment penalties declining percentage | 1.00% | ||||||||||||||||||
Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 5,750,000 | ||||||||||||||||||
Subsequent Event | Line of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amount outstanding | $ 3,800,000 | ||||||||||||||||||
Subsequent Event | Secured Debt | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt | $ 3,000,000 | ||||||||||||||||||
Subsequent Event | Arkansas | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of beds | bed | 83 | ||||||||||||||||||
Proceeds from sale | $ 3,400,000 |
Notes Payable and Other Debt (O
Notes Payable and Other Debt (Other Debt) (Details) - Long-term Debt, Type [Domain] $ in Millions | Apr. 03, 2015USD ($)promissory_note | Feb. 25, 2015promissory_note | May. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 6.4 | ||||
Fixed interest rate (as a percent) | 8.00% | ||||
Current debt | $ 27.6 | ||||
Commercial Insurance Premium Finance Security Agreements | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 0.4 | ||||
Fixed interest rate (as a percent) | 3.29% | ||||
Debt instrument, increase (decrease) during the period | $ 1 | ||||
Current debt | $ 1.2 | ||||
KeyBank | Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Number of promissory notes | promissory_note | 4 | ||||
Proceeds from issuance of debt | $ 0.7 | ||||
Amended KeyBank Promissory Notes | Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Number of promissory notes | promissory_note | 5 |
Notes Payable and Other Debt (C
Notes Payable and Other Debt (Convertible Debt) (Details) | Apr. 30, 2015USD ($) | Jun. 30, 2015USD ($)day$ / sharesshares | Mar. 31, 2015USD ($) | Aug. 21, 2014 |
Debt Instrument [Line Items] | ||||
Fixed interest rate (as a percent) | 8.00% | |||
Debt instrument, principal amount | $ 6,400,000 | |||
Repayments of loan | $ 6,500,000 | |||
Convertible Debt | 2015 Convertible Subordinated Notes Subscription Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, principal amount | $ 8,500,000 | |||
Convertible Debt | Convertible Subordinated Promissory Notes Issued in March 2015 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, principal amount | 6,000,000 | $ 1,700,000 | ||
Debt instrument, subscription accepted not funded, face amount | $ 800,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | |||
Maximum number of shares issued and issuable in respect of all 2015 Notes (shares) | shares | 3,850,405 | |||
Number of days written notice to prepay convertible debt | 60 days | |||
Threshold trading days for volume-weight average price calculation | day | 10 | |||
Debt instrument conversion obligation common stock weighted average price as percentage of conversion price | 125.00% | |||
Default interest rate (percent) | 14.00% | |||
Anthony Cantone and Cantone Asset Management LLC | ||||
Debt Instrument [Line Items] | ||||
Repayments of loan | $ 1,500,000 | |||
Percentage ownership (percentage) | 5.00% |
Discontinued Operations (Detail
Discontinued Operations (Details Textual) $ in Millions | Jun. 11, 2015bed | Jun. 01, 2015facility | May. 15, 2015USD ($)bed | May. 01, 2015facility | Apr. 29, 2015USD ($)bed | Apr. 01, 2015subleasefacility | Jan. 21, 2015building | Jun. 30, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of units in facilities | bed | 105 | 83 | 102 | |||||
Proceeds from sale | $ | $ 3.4 | $ 3.5 | ||||||
Tangible asset impairment charges | $ | $ 0.1 | |||||||
GEORGIA | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of leases agreements, commenced | 1 | 4 | ||||||
South Carolina | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of leases agreements, commenced | 2 | |||||||
Roswell, Georgia [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of buildings listed for sale | 2 | |||||||
Skilled Nursing Facility [Member] | Arkansas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of leases agreements, commenced | facility | 7 | |||||||
Assisted Living Facility [Member] | Arkansas | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of leases agreements, commenced | facility | 1 | |||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Roswell, Georgia [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of buildings listed for sale | 2 |
Discontinued Operations Activit
Discontinued Operations Activity of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from discontinued operations | $ (3,151) | $ 4,075 | $ (2,818) | $ 7,713 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues from discontinued operations | 6,182 | 37,532 | ||
Interest expense, net from discontinued operations | $ 309 | $ 313 | ||
Discontinued Operations | Home Health Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues from discontinued operations | 33,822 | 74,004 | ||
Net income (loss) from discontinued operations | (2,818) | 7,713 | ||
Interest expense, net from discontinued operations | $ 616 | $ 622 |
Discontinued Operations Assets
Discontinued Operations Assets and Liabilities of the Disposal Groups Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 10,242 | $ 5,813 |
Liabilities held for sale | 9,398 | 5,197 |
Home Health Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment, net | 8,190 | 3,777 |
Other assets | 2,052 | 2,036 |
Assets held for sale | 10,242 | 5,813 |
Portion included in liabilities of disposal group held for sale | 9,398 | 5,000 |
Line of credit | 0 | 197 |
Liabilities held for sale | $ 9,398 | $ 5,197 |
Discontinued Operations Asset61
Discontinued Operations Assets and Liabilities of the Variable Interest Entity Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 10,242 | $ 5,813 |
Liabilities held for sale | 9,398 | 5,197 |
Riverchase | Riverchase Village Facility | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment, net | 5,892 | 5,893 |
Other assets | 2 | 31 |
Assets held for sale | 5,894 | 5,924 |
Bonds payable | 5,870 | 5,956 |
Liabilities held for sale | $ 5,870 | $ 5,956 |
Dividends and Preferred Stock (
Dividends and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2015 | Jun. 30, 2015 | Jun. 02, 2015 | Mar. 31, 2015 | Apr. 13, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||
Common stock dividends declared (in dollars per share) | $ 0.055 | $ 0.05 | ||||
Preferred stock, shares issued (in shares) | 2,113,000 | 2,113,000 | ||||
Preferred stock issued (shares) | $ 47,950 | $ 20,392 | ||||
Proceeds from issuance of common stock | $ 14,200 | |||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued (in shares) | 588,235 | 575,000 | ||||
Public offering price (usd per share) | $ 25.50 | $ 25.75 | ||||
Preferred stock issued (shares) | $ 13,800 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.055 |
Stock based compensation (Detai
Stock based compensation (Details Textual) - Jun. 30, 2015 | stock_plan$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities available for future issuance | 453,923 |
Weighted-average grant date fair value for the options and warrants granted (usd per share) | $ / shares | $ 0.85 |
2005 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares of common stock which can be issued | 578,812 |
2011 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of plans | stock_plan | 2 |
Maximum number of shares of common stock which can be issued | 2,152,500 |
Stock Based Compensation (Recog
Stock Based Compensation (Recognized Stock-based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | $ 229 | $ 226 | $ 432 | $ 738 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 182 | 124 | 321 | 380 |
Employee | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 2 | 7 | 45 | 189 |
Employee | Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 128 | 68 | 191 | 101 |
Nonemployee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 48 | 103 | 111 | 358 |
Nonemployee | Board restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 36 | 42 | 87 | 226 |
Nonemployee | Board stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 12 | 61 | 24 | 121 |
Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | 52 | 49 | 85 | 90 |
Warrant | Nonemployee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized stock based compensation | $ 0 | $ 0 | $ 0 | $ 11 |
Stock Based Compensation (Assum
Stock Based Compensation (Assumptions Used in Calculating the Fair Value of Common Stock Options and Warrants Granted) (Details) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Weighted average significant assumptions used to estimate the fair value | ||
Dividend yield (percentage) | 4.76% | |
Expected volatility (percentage) | 38.60% | 51.00% |
Risk-free interest rate (percentage) | 1.09% | 1.70% |
Nonemployee | Stock Options and Stock Warrants | ||
Weighted average significant assumptions used to estimate the fair value | ||
Expected term (in years) | 3 years 11 months 8 days | 5 years 2 months 12 days |
Stock Based Compensation (Activ
Stock Based Compensation (Activity with Respect to Employee Stock Options) (Details) - Jun. 30, 2015 - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at the end of the period (in shares) | 774,172 |
Outstanding at the end of the period (in dollars per share) | $ 5.11 |
Stock Based Compensation (Act67
Stock Based Compensation (Activity with Respect to Common Stock Warrants) (Details) - $ / shares | Apr. 01, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 4.25 | |
Chief Financial Officer | Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants granted (in shares) | 275,000 | |
Weighted average exercise price (in dollars per share) | $ 3.55 | |
Outstanding at the end of the period (in shares) | 2,471,983 |
Stock Based Compensation (Act68
Stock Based Compensation (Activity with Respect to Restricted Stock) (Details) - Restricted stock - $ / shares | May. 12, 2015 | Apr. 01, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding as of period end (in shares) | 726,672 | ||
Unvested at the end of the period (in dollars per share) | $ 3.81 | ||
2011 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted during the year (in shares) | 6,157 | 125,000 | |
Weighted average grant date fair value (usd per share) | $ 4.06 | $ 4.25 |
Variable Interest Entities Asse
Variable Interest Entities Assets and Liabilities of the Variable Interest Entity (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Variable interest entities | ||
Other assets | $ 2,286 | $ 569 |
Accounts payable | 13,915 | 16,434 |
Accrued expenses | 10,583 | 15,653 |
Non-controlling interest | (2,940) | (2,440) |
Riverchase Village Facility | ||
Variable interest entities | ||
Assets of variable interest entity held for sale | 5,894 | 5,924 |
Other assets | 331 | 343 |
Total assets | 6,225 | 6,267 |
Accounts payable | 1,907 | 1,923 |
Accrued expenses | 1,126 | 651 |
Current portion of notes payable | 262 | 177 |
Liabilities of variable interest entity held for sale | 5,870 | 5,956 |
Non-controlling interest | (2,940) | (2,440) |
Total liabilities and non-controlling interest | $ 6,225 | $ 6,267 |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) - Apr. 30, 2015 - Aria Health Consulting LLC - Variable Interest Entity, Not Primary Beneficiary [Member] | USD ($)sublease |
Variable interest entities | |
Lease incentive, payable | $ 2,000,000 |
Number of sublease agreements | sublease | 8 |
Operating leases, monthly rental expense | $ 29,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) $ in Millions | Mar. 30, 2015USD ($) | Mar. 26, 2015USD ($) | Jun. 24, 2013facilityentity | Apr. 30, 2015USD ($)company | Mar. 07, 2014USD ($) |
Legal Matters | |||||
Number of entities controlled by Mr. and Mrs. Brogdon against which complaint filed in the District Court of Oklahoma County by Plaintiffs | entity | 5 | ||||
Number of skilled nursing facilities owned by Mr. and Mrs. Brogdon located in Oklahoma that are managed by an AdCare subsidiary | facility | 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 | facility | 7 | ||||
Settlement amount | $ 2 | ||||
Gain (loss) related to litigation settlement | $ (0.6) | $ (0.6) | |||
Number of insurance carriers to pay the settlement amount | company | 2 | ||||
Letter Received from Ohio Attorney General | |||||
Legal Matters | |||||
Fees payable as per the claim | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Apr. 30, 2015 | Mar. 26, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | May. 05, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Aug. 21, 2014 | Mar. 27, 2014 |
Related Party Transaction [Line Items] | |||||||||
Gain (loss) related to litigation settlement | $ (600,000) | $ (600,000) | |||||||
Debt instrument, principal amount | $ 6,400,000 | ||||||||
Repayments of loan | $ 6,500,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Guarantor loan agreement amount | $ 17,900,000 | ||||||||
Doucet Capital LLC, Doucet Asset Management LLC, Christopher L. Doucet and Suzette A. Doucet | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage ownership (percentage) | 5.00% | ||||||||
Anthony Cantone and Cantone Asset Management LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage ownership (percentage) | 5.00% | ||||||||
Repayments of loan | $ 1,500,000 | ||||||||
Convertible Notes Payable | Convertible Subordinated Promissory Notes Issued in March 2014 | Park City Capital Offshore Master, Ltd | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||
Percentage ownership (percentage) | 5.00% | ||||||||
Convertible Notes Payable | Convertible Subordinated Promissory Notes Issued in March 2015 | Park City Capital Offshore Master, Ltd | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||
Convertible Notes Payable | Convertible Subordinated Promissory Notes Issued in March 2015 | Christopher L. Doucet and Suzette A. Doucet | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, principal amount | $ 300,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | Aug. 01, 2015USD ($)lease_agreement | Jul. 30, 2015USD ($)day$ / shares | Jul. 20, 2015USD ($)lease_agreementfacility | Jul. 17, 2015USD ($)facility | Jul. 01, 2015USD ($)bed | Jun. 30, 2015USD ($)bed$ / shares | May. 15, 2015USD ($) | May. 01, 2015facility | Apr. 29, 2015USD ($) | Mar. 31, 2015USD ($)$ / shares | Feb. 18, 2015facility | Jan. 31, 2015USD ($)lease_agreementfacility | Jan. 16, 2015USD ($) | Oct. 31, 2014lease_agreementfacility | Jun. 30, 2015USD ($)bedfacilityday$ / shares | Aug. 12, 2015USD ($) | Jul. 31, 2015USD ($)$ / shares | Jul. 29, 2015$ / shares | Jul. 21, 2015shares | May. 31, 2015 | Apr. 30, 2015USD ($) | Aug. 21, 2014 | Aug. 31, 2012USD ($) |
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Common stock dividends declared (dollar per share) | $ / shares | $ 0.055 | $ 0.05 | |||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 11 | ||||||||||||||||||||||
Escalation percentage through initial term, as a percent | 1.03 | ||||||||||||||||||||||
Number of assisted living facilities | facility | 1 | ||||||||||||||||||||||
Number of beds | bed | 1,572 | 1,572 | |||||||||||||||||||||
Proceeds from sale | $ 3,400,000 | $ 3,500,000 | |||||||||||||||||||||
Amount outstanding | $ 0 | $ 0 | |||||||||||||||||||||
Fixed interest rate (as a percent) | 8.00% | 8.00% | |||||||||||||||||||||
Debt instrument, principal amount | $ 6,400,000 | $ 6,400,000 | |||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Preferred stock, at market offering, potential number of shares issuable | shares | 800,000 | ||||||||||||||||||||||
Agent compensation, percentage of gross sales | 2.00% | ||||||||||||||||||||||
Aria Sublessor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 | ||||||||||||||||||||||
Aria Sublessee | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Adjustment to base rent | $ 360,000 | ||||||||||||||||||||||
Notes Receivable | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Accounts and notes receivable | $ 1,200,000 | ||||||||||||||||||||||
Note receivable, stated rate of interest | 12.50% | ||||||||||||||||||||||
Arkansas | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 | ||||||||||||||||||||||
Arkansas | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | ||||||||||||||||||||||
Number of beds | bed | 83 | ||||||||||||||||||||||
Proceeds from sale | $ 3,400,000 | ||||||||||||||||||||||
Arkansas | Aria Sublessor | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Renewal term (in years) | 5 years | ||||||||||||||||||||||
Annual rent in the first year | $ 5,300,000 | ||||||||||||||||||||||
Escalation percentage through initial term, as a percent | 0.02 | ||||||||||||||||||||||
Escalation percentage through renewal term, as a percent | 0.03 | ||||||||||||||||||||||
Arkansas | Aria Sublessor | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Renewal term (in years) | 5 years | ||||||||||||||||||||||
Annual rent in the first year | $ 600,000 | ||||||||||||||||||||||
Escalation percentage through initial term, as a percent | 0.03 | ||||||||||||||||||||||
Arkansas | Aria Sublessee | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Escalation percentage through renewal term, as a percent | 0.03 | ||||||||||||||||||||||
GEORGIA | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 1 | 2 | |||||||||||||||||||||
Annual rent in the first year | $ 3,900,000 | ||||||||||||||||||||||
Escalation percentage through initial term, as a percent | 0.01 | ||||||||||||||||||||||
Escalation percentage through renewal term, as a percent | 0.02 | ||||||||||||||||||||||
Number of sublease agreements | lease_agreement | 2 | ||||||||||||||||||||||
GEORGIA | Glenvue Agreement | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Annual rent in the first year | $ 1,200,000 | ||||||||||||||||||||||
Renewal term (in years) | 5 years | ||||||||||||||||||||||
Annual escalation of rental payments | $ 12,000 | ||||||||||||||||||||||
GEORGIA | Georgia Properties | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 2 | ||||||||||||||||||||||
Annual rent in the first year | $ 2,000,000 | ||||||||||||||||||||||
Escalation percentage through renewal term, as a percent | 0.03 | ||||||||||||||||||||||
Number of sublease agreements | lease_agreement | 1 | ||||||||||||||||||||||
Annual escalation of rental payments, year two | $ 5,000 | ||||||||||||||||||||||
Annual escalation of rental payments, year three | $ 5,000 | ||||||||||||||||||||||
OHIO | Beacon Facilities | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 4 | ||||||||||||||||||||||
Number of sublease agreements | lease_agreement | 5 | ||||||||||||||||||||||
Number of assisted living facilities | facility | 1 | ||||||||||||||||||||||
OHIO | Beacon Facilities | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Payments for lease inducement fees | $ 600,000 | ||||||||||||||||||||||
Number of sublease agreements | lease_agreement | 5 | ||||||||||||||||||||||
OHIO | EHPW Facilities | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Annual rent in the first year | $ 2,200,000 | ||||||||||||||||||||||
Escalation percentage through renewal term, as a percent | 0.025 | ||||||||||||||||||||||
Renewal term (in years) | 5 years | ||||||||||||||||||||||
Number of sublease agreements | lease_agreement | 4 | ||||||||||||||||||||||
Operating leases, term of contract | 10 years | ||||||||||||||||||||||
OHIO | Covington Care Center | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Annual rent in the first year | $ 800,000 | ||||||||||||||||||||||
Escalation percentage through initial term, as a percent | 1.025 | ||||||||||||||||||||||
Operating lease, escalation, initial term | $ 109,632 | ||||||||||||||||||||||
Annual escalation of rental payments | $ 12,000 | ||||||||||||||||||||||
Operating leases, term of contract | 4 years | ||||||||||||||||||||||
Gemino Bonterra Credit Facility | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | 400,000 | 400,000 | |||||||||||||||||||||
Gemino Bonterra Credit Facility | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | $ 400,000 | ||||||||||||||||||||||
Line of Credit | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Amount outstanding | $ 3,800,000 | ||||||||||||||||||||||
Secured Debt | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Fixed interest rate (as a percent) | 8.50% | ||||||||||||||||||||||
Debt instrument, principal amount | $ 5,000,000 | ||||||||||||||||||||||
Long-term debt | 5,000,000 | 5,000,000 | |||||||||||||||||||||
Restricted assets | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||
Secured Debt | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Long-term debt | $ 3,000,000 | ||||||||||||||||||||||
Convertible Debt | Convertible Subordinated Promissory Notes Issued in 2012 | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Fixed interest rate (as a percent) | 8.00% | 8.00% | |||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3.97 | $ 3.97 | |||||||||||||||||||||
Convertible Debt | Convertible Subordinated Promissory Notes Issued in 2012 | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | |||||||||||||||||||||
Debt instrument, principal amount | $ 4,847,000 | $ 4,847,000 | |||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | ||||||||||||||||||||||
Convertible Debt | Convertible Subordinated Promissory Notes Issued in March 2015 | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Debt instrument, principal amount | $ 1,700,000 | $ 6,000,000 | |||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | $ 4.25 | |||||||||||||||||||||
Number of days written notice to prepay convertible debt | 60 days | ||||||||||||||||||||||
Threshold trading days for volume-weight average price calculation | day | 10 | ||||||||||||||||||||||
Debt instrument conversion obligation common stock weighted average price as percentage of conversion price | 125.00% | ||||||||||||||||||||||
Convertible Debt | Convertible Subordinated Promissory Notes Issued in March 2015 | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Debt instrument, principal amount | $ 1,500,000 | ||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | $ 3.97 | |||||||||||||||||||||
Number of days written notice to prepay convertible debt | 60 days | ||||||||||||||||||||||
Threshold trading days for volume-weight average price calculation | day | 10 | ||||||||||||||||||||||
Debt instrument conversion obligation common stock weighted average price as percentage of conversion price | 150.00% | ||||||||||||||||||||||
Redemption price (percentage) | 115.00% | ||||||||||||||||||||||
Anthony Cantone and Cantone Asset Management LLC | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Percentage ownership (percentage) | 5.00% | ||||||||||||||||||||||
Cantone Asset Management LLC | Subsequent Event | |||||||||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||||||||
Payments for lease inducement fees | $ 37,500 | ||||||||||||||||||||||
Annual consulting fees | $ 15,000 |