Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'CSU | ' |
Entity Registrant Name | 'CAPITAL SENIOR LIVING CORP | ' |
Entity Central Index Key | '0001043000 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 28,803,283 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $18,765 | $18,737 |
Restricted cash | 11,418 | 10,179 |
Accounts receivable, net | 4,658 | 5,229 |
Accounts receivable from affiliates | 320 | 753 |
Federal and state income taxes receivable | 378 | 3,901 |
Deferred taxes | 5,288 | 1,443 |
Property tax and insurance deposits | 12,500 | 11,442 |
Prepaid expenses and other | 5,625 | 4,758 |
Total current assets | 58,952 | 56,442 |
Property and equipment, net | 565,897 | 527,159 |
Deferred taxes | 0 | 9,350 |
Investments in unconsolidated joint ventures | 1,053 | 1,074 |
Other assets, net | 36,504 | 42,917 |
Total assets | 662,406 | 636,942 |
Current liabilities: | ' | ' |
Accounts payable | 2,553 | 6,978 |
Accounts payable to affiliates | 3 | 2 |
Accrued expenses | 28,587 | 24,445 |
Current portion of notes payable | 11,265 | 20,230 |
Current portion of deferred income | 9,537 | 8,193 |
Current portion of capital lease and financing obligations | 945 | 766 |
Customer deposits | 1,518 | 1,540 |
Total current liabilities | 54,408 | 62,154 |
Deferred income | 18,302 | 19,990 |
Capital lease and financing obligations, net of current portion | 41,409 | 42,146 |
Other long-term liabilities | 1,592 | 1,692 |
Notes payable, net of current portion | 387,736 | 342,366 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, $.01 par value: Authorized shares - 15,000; no shares issued or outstanding | ' | ' |
Authorized shares - 65,000; issued and outstanding shares - 28,801 and 28,218 in 2013 and 2012, respectively | 292 | 286 |
Additional paid-in capital | 142,335 | 137,867 |
Retained earnings | 17,266 | 31,375 |
Treasury stock, at cost - 350 shares | -934 | -934 |
Total shareholders' equity | 158,959 | 168,594 |
Total liabilities and shareholders' equity | $662,406 | $636,942 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 65,000 | 65,000 |
Common stock, shares issued | 28,801 | 28,218 |
Common stock, shares outstanding | 28,801 | 28,218 |
Treasury stock, shares | 350 | 350 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Resident and health care revenue | $86,333 | $76,577 | $256,409 | $223,161 |
Affiliated management services revenue | 205 | 176 | 586 | 492 |
Community reimbursement revenue | 1,445 | 1,259 | 4,432 | 3,605 |
Total revenues | 87,983 | 78,012 | 261,427 | 227,258 |
Expenses: | ' | ' | ' | ' |
Operating expenses (exclusive of facility lease expense and depreciation and amortization expense shown below) | 52,936 | 46,791 | 154,186 | 134,186 |
General and administrative expenses | 5,026 | 3,288 | 15,029 | 10,923 |
Facility lease expense | 14,274 | 13,819 | 42,813 | 41,179 |
Stock-based compensation expense | 869 | 602 | 3,158 | 1,843 |
Depreciation and amortization | 10,533 | 9,214 | 33,183 | 24,970 |
Community reimbursement expense | 1,445 | 1,259 | 4,432 | 3,605 |
Total expenses | 85,083 | 74,973 | 252,801 | 216,706 |
Income from operations | 2,900 | 3,039 | 8,626 | 10,552 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 17 | 369 | 138 | 436 |
Interest expense | -5,943 | -4,847 | -17,321 | -12,699 |
Gain (Loss) on disposition of assets, net | 13 | -14 | 12 | -19 |
Equity in earnings (losses) of unconsolidated joint ventures, net | 43 | -26 | 76 | -241 |
Other income | 10 | ' | 28 | ' |
Loss before (provision) benefit for income taxes | -2,960 | -1,479 | -8,441 | -1,971 |
(Provision) Benefit for income taxes | -7,003 | 542 | -5,668 | 493 |
Net loss | -9,963 | -937 | -14,109 | -1,478 |
Per share data: | ' | ' | ' | ' |
Basic net loss per share | ($0.09) | ($0.03) | ($0.23) | ($0.05) |
Diluted net loss per share | ($0.09) | ($0.03) | ($0.23) | ($0.05) |
Weighted average shares outstanding - basic | 27,911 | 27,383 | 27,769 | 27,331 |
Weighted average shares outstanding - diluted | 27,911 | 27,383 | 27,769 | 27,331 |
Comprehensive loss | ($9,663) | ($937) | ($14,109) | ($1,478) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Activities | ' | ' |
Net loss | ($14,109) | ($1,478) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 33,183 | 24,970 |
Amortization of deferred financing charges | 822 | 518 |
Amortization of deferred lease costs and lease intangibles | 978 | 452 |
Deferred income | -344 | -2,505 |
Deferred income taxes | 5,505 | -6,426 |
(Gain) Loss on disposition of assets, net | -12 | 19 |
Equity in (earnings) losses of unconsolidated joint ventures | 76 | -241 |
Provision for bad debts | 330 | 550 |
Stock-based compensation expense | 3,158 | 1,843 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 241 | 266 |
Accounts receivable from affiliates | 433 | -138 |
Property tax and insurance deposits | -1,058 | 2,073 |
Prepaid expenses and other | -867 | 2,259 |
Other assets | -3,101 | 3,117 |
Accounts payable | -4,424 | -437 |
Accrued expenses | 4,142 | 3,324 |
Federal and state income taxes receivable/payable | 3,523 | 8,604 |
Customer deposits | -22 | -51 |
Net cash provided by operating activities | 28,302 | 37,201 |
Investing Activities | ' | ' |
Capital expenditures | -9,888 | -9,096 |
Cash paid for acquisitions | -53,741 | -75,595 |
Proceeds from disposition of assets | 18 | 19 |
Contributions to unconsolidated joint ventures | ' | -241 |
Distributions from unconsolidated joint ventures | 97 | 21 |
Net cash used in investing activities | -63,514 | -84,892 |
Financing Activities | ' | ' |
Proceeds from notes payable | 56,939 | 81,888 |
Repayments of notes payable | -20,534 | -6,837 |
Increase in restricted cash | -1,239 | -94 |
Cash payments for capital lease and financing obligations | -558 | -230 |
Cash proceeds from the issuance of common stock | 2,761 | 127 |
Excess tax benefits on stock options exercised | -1,445 | 228 |
Deferred financing charges paid | -684 | -1,376 |
Net cash provided by financing activities | 35,240 | 73,706 |
Increase in cash and cash equivalents | 28 | 26,015 |
Cash and cash equivalents at beginning of period | 18,737 | 22,283 |
Cash and cash equivalents at end of period | 18,765 | 48,298 |
Cash paid during the period for: | ' | ' |
Interest | 16,058 | 11,826 |
Income taxes | 677 | 777 |
Non-cash operating, investing, and financing activities during the period: | ' | ' |
Intangible assets acquired through capital lease and financing obligations | ' | 11,794 |
Property and equipment acquired through capital lease and financing obligations | ' | 13,243 |
Notes payable assumed through capital lease and financing obligations | ' | $18,293 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION | ' |
1. BASIS OF PRESENTATION | |
Capital Senior Living Corporation, a Delaware corporation (together with its subsidiaries, the “Company”), is one of the largest operators of senior living communities in the United States in terms of resident capacity. The Company owns, operates, develops and manages senior living communities throughout the United States. As of September 30, 2013, the Company operated 106 senior living communities in 24 states with an aggregate capacity of approximately 14,100 residents, including 56 senior living communities which the Company either owned or in which the Company had an ownership interest and 50 senior living communities that the Company leased. As of September 30, 2013, the Company also operated one home care agency. The accompanying consolidated financial statements include the financial statements of Capital Senior Living Corporation and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The Company accounts for significant investments in unconsolidated companies, in which the Company has significant influence, using the equity method of accounting. | |
The accompanying consolidated balance sheet, as of December 31, 2012, has been derived from audited consolidated financial statements of the Company for the year ended December 31, 2012, and the accompanying unaudited consolidated financial statements, as of and for the three and nine month periods ended September 30, 2013 and 2012, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations. For further information, refer to the financial statements and notes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2013. | |
In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments (all of which were normal recurring accruals) necessary to present fairly the Company’s financial position as of September 30, 2013, results of operations for the three and nine month periods ended September 30, 2013 and 2012, and cash flows for the nine month periods ended September 30, 2013 and 2012. The results of operations for the three and nine month periods ended September 30, 2013, are not necessarily indicative of the results for the year ending December 31, 2013. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Investments in Unconsolidated Joint Ventures | |||||||||||||||||
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. As of September 30, 2013, the Company owns member interests in three joint ventures. The Company has not consolidated these joint venture interests because the Company has concluded that the other members of each joint venture have substantive kick-out rights or substantive participating rights. Under the equity method of accounting the Company records its investments in unconsolidated joint ventures at cost and adjusts such investments for its share of earnings and losses of the joint ventures. | |||||||||||||||||
Lease Accounting | |||||||||||||||||
The Company determines whether to account for its leases as either operating, capital or financing leases depending on the underlying terms of each lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the community, the Company’s cost of funds, minimum lease payments and other lease terms. As of September 30, 2013, the Company leased 50 senior living communities, 48 of which the Company classified as operating leases and two of which the Company classified as capital lease and financing obligations. The Company incurs lease acquisition costs and amortizes these costs over the term of the respective lease agreement. Certain leases entered into by the Company qualified as sale/leaseback transactions and as such any related gains have been deferred and are being amortized over the respective lease term. Facility lease expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss includes rent expense plus amortization expense relating to leasehold acquisition costs offset by the amortization of deferred gains and lease incentives. There are various financial covenants and other restrictions in the Company’s lease agreements. The Company was in compliance with all lease covenants at September 30, 2013. | |||||||||||||||||
Credit Risk and Allowance for Doubtful Accounts | |||||||||||||||||
The Company’s resident receivables are generally due within 30 days from the date billed. Accounts receivable are reported net of an allowance for doubtful accounts, and represent the Company’s estimate of the amount that ultimately will be collected. The adequacy of the Company’s allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for doubtful accounts adequately provides for expected losses. | |||||||||||||||||
Employee Health and Dental Benefits and Insurance Reserves | |||||||||||||||||
The Company offers certain full-time employees an option to participate in its health and dental plans. The Company is self-insured up to certain limits and is insured if claims in excess of these limits are incurred. The cost of employee health and dental benefits, net of employee contributions, is shared between the corporate office and the senior living communities based on the respective number of plan participants. Funds collected are used to pay the actual program costs including estimated annual claims, third-party administrative fees, network provider fees, communication costs, and other related administrative costs incurred by the plans. Claims are paid as they are submitted to the Company’s third-party administrator. The Company records a liability for outstanding claims and claims that have been incurred but not yet reported. This liability is based on the historical claim reporting lag and payment trends of health insurance claims. Management believes that the liability for outstanding losses and expenses is adequate to cover the ultimate cost of losses and expenses incurred at September 30, 2013; however, actual claims and expenses may differ. Any subsequent changes in estimates are recorded in the period in which they are determined. | |||||||||||||||||
The Company uses a combination of insurance and self-insurance for workers’ compensation. Determining the reserve for workers’ compensation losses and costs that the Company has incurred as of the end of a reporting period involves significant judgments based on projected future events including potential settlements for pending claims, known incidents which may result in claims, estimates of incurred but not yet reported claims, changes in insurance premiums, estimated litigation costs and other factors. The Company regularly adjusts these estimates to reflect changes in the foregoing factors. However, since this reserve is based on estimates, the actual expenses incurred may differ from the amounts reserved. Any subsequent changes in estimates are recorded in the period in which they are determined. | |||||||||||||||||
Income Taxes | |||||||||||||||||
At September 30, 2013, the Company had recorded on its Consolidated Balance Sheet net deferred tax assets of approximately $5.3 million. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The effective tax rates for the first nine month periods and third quarters of fiscal 2013 and 2012 differ from the statutory tax rates due to state income taxes, permanent tax differences, and the deferred tax asset valuation allowance. The Company is impacted by the Texas Margin Tax (“TMT”), which effectively imposes tax on modified gross revenues for communities within the State of Texas. The Company consolidated 36 Texas communities in the third quarter of fiscal 2013 and 35 Texas communities in the third quarter of fiscal 2012 and the TMT increased the overall provision for income taxes. | |||||||||||||||||
Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable in the current year. Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which we expect those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. Based upon this analysis, a valuation allowance of $7.5 million was recorded at September 30, 2013, to reduce the Company’s net deferred tax assets to the amount that is more likely than not to be realized. Prior to September 30, 2013, a valuation allowance had not been provided. However, in the event that we were to determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period we made such a determination. The benefits of the net deferred tax assets might not be realized if actual results differ from expectations. | |||||||||||||||||
The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial-statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that such position is “more likely than not” (i.e., a greater than 50% likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense. The Company is not subject to income tax examinations for tax years prior to 2006. | |||||||||||||||||
Net (Loss) Income Per Share | |||||||||||||||||
Basic net (loss) income per common share is computed by dividing net (loss) income remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net (loss) income per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except for per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss | $ | (9,963 | ) | $ | (937 | ) | $ | (14,109 | ) | $ | (1,478 | ) | |||||
Net loss allocated to unvested restricted shares | 309 | 27 | 441 | 43 | |||||||||||||
Undistributed net loss allocated to common shares | $ | (9,654 | ) | $ | (910 | ) | $ | (13,668 | ) | $ | (1,435 | ) | |||||
Weighted average shares outstanding – basic | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Effects of dilutive securities: | |||||||||||||||||
Employee equity compensation plans | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Basic net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) | |||||
Diluted net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) | |||||
Awards of unvested restricted stock representing approximately 884,000 and 800,000 shares were outstanding for the three months ended September 30, 2013 and 2012, respectively, and awards of unvested restricted stock representing approximately 887,000 and 806,000 shares were outstanding for the nine months ended September 30, 2013 and 2012, respectively, and were included in the computation of allocable net (loss) income. | |||||||||||||||||
Treasury Stock | |||||||||||||||||
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. | |||||||||||||||||
TRANSACTIONS_WITH_AFFILIATES
TRANSACTIONS WITH AFFILIATES | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
TRANSACTIONS WITH AFFILIATES | ' |
3. TRANSACTIONS WITH AFFILIATES | |
SHPIII/CSL Miami | |
In May 2007, the Company with Senior Housing Partners III, L.P. (“SHPIII”) formed SHPIII/CSL Miami, L.L.C. (“SHPIII/CSL Miami”) to develop a senior housing community in Miamisburg, Ohio. Under the joint venture and related agreements, the Company earns development and management fees and may receive incentive distributions. The Company has contributed $0.8 million to SHPIII/CSL Miami for its 10% interest. The Company accounts for its investment in SHPIII/CSL Miami under the equity method of accounting and recognized earnings (losses) in the equity of SHPIII/CSL Miami of $14,700 and $(0.2 million) during the nine month periods ended September 30, 2013 and 2012, respectively. In addition, the Company earned $0.2 million and $0.1 million in management fees on the SHPIII/CSL Miami community during the nine month periods ended September 30, 2013 and 2012, respectively. | |
SHPIII/CSL Richmond Heights | |
In November 2007, the Company with SHPIII formed SHPIII/CSL Richmond Heights, L.L.C. (“SHPIII/CSL Richmond Heights”) to develop a senior housing community in Richmond Heights, Ohio. Under the joint venture and related agreements, the Company earns development and management fees and may receive incentive distributions. The Company has contributed $0.8 million to SHPIII/CSL Richmond Heights for its 10% interest. The Company accounts for its investment in SHPIII/CSL Richmond Heights under the equity method of accounting and recognized earnings in the equity of SHPIII/CSL Richmond Heights of $45,900 and $8,700 during the nine month periods ended September 30, 2013 and 2012, respectively. In addition, the Company earned $0.2 million in management fees on the SHPIII/CSL Richmond Heights community during each of the nine month periods ended September 30, 2013 and 2012. | |
SHPIII/CSL Levis Commons | |
In December 2007, the Company with SHPIII formed SHPIII/CSL Levis Commons, L.L.C. (“SHPIII/CSL Levis Commons”) to develop a senior housing community near Toledo, Ohio. Under the joint venture and related agreements, the Company earns development and management fees and may receive incentive distributions. The Company has contributed $0.8 million to SHPIII/CSL Levis Commons for its 10% interest. The Company accounts for its investment in SHPIII/CSL Levis Commons under the equity method of accounting and recognized earnings (losses) in the equity of SHPIII/CSL Levis Commons of $15,800 and $(6,900) during the nine month periods ended September 30, 2013 and 2012, respectively. In addition, the Company earned $0.2 million in management fees on the SHPIII/CSL Levis Commons community during each of the nine month periods ended September 30, 2013 and 2012. |
FACILITY_LEASE_TRANSACTIONS
FACILITY LEASE TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Leases [Abstract] | ' |
FACILITY LEASE TRANSACTIONS | ' |
4. FACILITY LEASE TRANSACTIONS | |
Effective June 27, 2012, the Company closed a lease modification transaction with Ventas, Inc. (“Ventas”) which resulted in the Company exchanging two of its owned communities for one of the communities in the existing Ventas lease portfolio and simultaneously leasing back the two communities exchanged (the “Ventas Lease Transaction”). This transaction was the result of negotiations for a solution to the anticipation of the Company not meeting certain lease coverage ratio requirements for its lease portfolio of ten properties with Ventas. The two communities previously owned by the Company are located in East Lansing, Michigan (the “East Lansing Community”) and Raleigh, North Carolina (the “Raleigh Community”) and were exchanged for a community located in Merrillville, Indiana (the “Towne Centre Community”). All three communities continue to be operated by the Company. In conjunction with this transaction, Ventas assumed approximately $18.3 million of existing mortgage debt from Berkadia Commercial Mortgage LLC (“Berkadia”) and the Company received the Towne Centre Community unencumbered. All of the leased communities in the Ventas lease portfolio were modified to be coterminous with the East Lansing and Raleigh Community leases expiring on September 30, 2020, with two 5-year renewal extensions available at the Company’s option, eliminate property-level lease covenants, and contain substantially similar terms and conditions. These leases were re-evaluated by the Company at the modification date and continue to be treated as operating leases. Under the terms of the original lease agreements with Ventas, the Company had previously deposited additional cash collateral of approximately $3.4 million which was returnable to the Company once certain performance targets were reached. However, due to the rebalanced lease portfolio meeting the lease coverage ratio requirements, the Company negotiated the return of these deposits as a condition to the lease modification. Additionally, due to the extension of the lease terms for the Ventas lease portfolio to fiscal 2020, the rights of Ventas to reset the underlying values of the leased communities were deferred for five years. | |
Pursuant to Accounting Standards Codification (“ASC”) 840, Leases, the Company performed a sale/leaseback analysis to determine whether the East Lansing Community and Raleigh Community could be removed from its Consolidated Balance Sheets. Based upon the analysis performed, the Company concluded certain aspects of the lease modification would be considered forms of “continuing involvement” which precludes the Company from derecognizing these assets from its Consolidated Balance Sheets under sale/leaseback accounting criteria. Therefore, the Company recorded financing obligations equal to the fair market value of the communities exchanged and the mortgage debt assumed by Ventas. At the end of the lease term, including exercise of any renewal options, the net remaining financing obligation less the net carrying value of the leased assets will be recognized as a non-cash gain on sale of the East Lansing Community and Raleigh Community. Rental payments under these leases will not be reflected as a component of facility lease expense but will be recognized as a reduction of the financing obligation and interest expense based upon the Company’s incremental borrowing rate at the time the transaction was closed. As a result of this transaction, the Company recorded additions to property and equipment of approximately $13.2 million and other assets, primarily consisting of lease intangibles, of approximately $11.8 million within the Company’s Consolidated Balance Sheets which will be depreciated or amortized over the estimated useful lives. The additions to property and equipment were reduced by approximately $4.9 million which represented the unamortized portion of the deferred gain previously recognized by the Company when the Towne Centre Community had been sold in fiscal 2006. Lease intangibles consist of the fair value of in-place leases associated with the Towne Centre Community and the fair value attributable to Ventas deferring its right to reset the underlying values of the lease portfolio five years until fiscal 2020. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
ACQUISITIONS | ' |
5. ACQUISITIONS | |
Fiscal 2013 | |
Effective September 30, 2013, the Company closed the acquisition of one senior living community located in Oakwood, Georgia, for approximately $11.8 million (the “Oakwood Transaction”). The community consists of 64 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained interim financing from Berkadia for approximately $8.5 million of the acquisition price at a variable interest rate of LIBOR plus 3.75% with a maturity date of October 10, 2015, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective September 5, 2013, the Company closed the acquisition of one senior living community located in Middletown, Ohio, for $9.9 million (the “Middletown Transaction”). The community consists of 61 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $7.6 million of the acquisition price at a fixed interest rate of 5.93% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective June 28, 2013, the Company closed the acquisition of one senior living community located in Greencastle, Indiana, for $6.3 million (the “Autumn Glen Transaction”). The community consists of 52 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained interim financing from Berkadia for approximately $4.6 million of the acquisition price at a variable interest rate of LIBOR plus 3.75% with a maturity date of July 10, 2015, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective May 31, 2013, the Company closed the acquisition of one senior living community located in St. Joseph, Missouri, for $19.1 million (the “Vintage Transaction”). The community consists of 80 assisted living units and 22 independent living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $14.5 million of the acquisition price at a fixed interest rate of 5.30% with a 12-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective March 7, 2013, the Company closed the acquisition of one senior living community located in Elkhorn, Nebraska, for approximately $6.7 million (the “Elkhorn Transaction”). The community consists of 64 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for $4.0 million of the acquisition price at a fixed interest rate of 4.66% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
As a result of these acquisitions, for which the purchase accounting is preliminary as it is subject to final valuation adjustments, the Company recorded additions to property and equipment of approximately $48.1 million and other assets, primarily consisting of in-place lease intangibles, of approximately $5.7 million within the Company’s Consolidated Balance Sheets which will be depreciated or amortized over the estimated useful lives. | |
Fiscal 2012 | |
Effective December 21, 2012, the Company closed the acquisition of one senior living community located in Rocky River, Ohio, for approximately $10.8 million (the “Harbor Court Transaction”). The community consists of 116 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $7.6 million of the acquisition price at a fixed interest rate of 4.58% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective December 20, 2012, the Company closed the acquisition of one senior living community located in Springfield, Missouri, for approximately $22.0 million (the “Montclair Transaction”). The community consists of 159 independent living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $17.0 million of the acquisition price at a fixed interest rate of 4.32% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective October 23, 2012, the Company closed the acquisition of six senior living communities located in Indiana and Ohio, for approximately $62.5 million (the “Country Charm and Woodlands Transaction”). The Company incurred approximately $0.3 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The communities consist of 440 assisted living units. The Company obtained financing for four of the communities from Fannie Mae for approximately $26.4 million of the acquisition price at a fixed interest rate of 4.34% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. The Company obtained interim financing for the fifth community from Berkadia for $6.4 million of the acquisition price at a variable interest rate of LIBOR plus 4.5%, with the balance of the acquisition price paid from the Company’s existing cash resources. The Company obtained long-term fixed interest rate financing from Fannie Mae on December 28, 2012, for approximately $6.4 million to replace the Berkadia interim loan at a fixed interest rate of 4.5% with a 10-year term. Due to a recent expansion, the Company also obtained interim financing for the sixth community from Berkadia for $11.6 million of the acquisition price at a variable interest rate of LIBOR plus 4.5%, with the balance of the acquisition price paid from the Company’s existing cash resources. The Company obtained long-term fixed interest rate financing to replace the $11.6 million Berkadia interim loan on March 7, 2013, from Fannie Mae at a fixed interest rate of 4.66% with a 10-year term. | |
Effective October 23, 2012, the Company closed the acquisition of one senior living community located in Batesville, Indiana, for approximately $4.0 million (the “Batesville Transaction”). The community consists of 41 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $2.6 million of the acquisition price at a fixed interest rate of 4.34% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective October 17, 2012, the Company closed the acquisition of one senior living community located in Corpus Christi, Texas, for approximately $6.4 million. The property acquired is part of the five community Esperanza Transaction (as defined below). The community consists of 50 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company assumed mortgage debt originated by the U.S. Department of Housing and Urban Development (“HUD”) of approximately $3.2 million of the acquisition price at a fixed interest rate of 4.48% with approximately a 33-year remaining term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective April 30, 2012, the Company closed the acquisition of one senior living community located in Irving, Texas, for approximately $19.2 million (the “Remington Transaction”). The community consists of 128 independent living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $11.8 million of the acquisition price at a fixed interest rate of 4.48% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective March 30, 2012, the Company closed the acquisition of one senior living community located in Jeffersonville, Indiana, for approximately $15.3 million (the “Riverbend Transaction”). The community consists of 97 assisted living units. The Company incurred approximately $0.1 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $11.5 million of the acquisition price at a fixed interest rate of 4.76% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective March 30, 2012, the Company also closed the acquisition of four senior living communities located in Arlington, College Station, Conroe and Stephenville, Texas, for approximately $34.1 million. The four communities acquired are part of a five community portfolio (the “Esperanza Transaction”) with the fifth community located in Corpus Christi, Texas, which closed on October 17, 2012. The four communities acquired consist of 45 independent living units and 211 assisted living units. The Company incurred approximately $0.2 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $26.1 million of the acquisition price at a fixed interest rate of 4.69% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective March 1, 2012, the Company closed the acquisition of a senior living community located in Granbury, Texas, for approximately $7.0 million (the “Granbury Transaction”). The community consists of 82 assisted living units. The Company incurred approximately $0.2 million in transaction costs related to this acquisition which have been included in general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company obtained financing from Fannie Mae for approximately $5.4 million of the acquisition price at a fixed interest rate of 4.38% with a 10-year term, with the balance of the acquisition price paid from the Company’s existing cash resources. | |
As a result of these acquisitions, during fiscal 2012 the Company recorded additions to property and equipment of approximately $170.3 million and other assets, primarily consisting of in-place lease intangibles, of approximately $22.9 million within the Company’s Consolidated Balance Sheets which will be depreciated or amortized over the estimated useful lives. |
DEBT_TRANSACTIONS
DEBT TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
DEBT TRANSACTIONS | ' |
6. DEBT TRANSACTIONS | |
On September 30, 2013, in conjunction with the acquisition of one senior living community, the Company obtained interim financing from Berkadia for approximately $8.5 million at a variable interest rate of LIBOR plus 3.75% with a maturity date of October 10, 2015. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over the initial loan term. | |
On September 5, 2013, the Company obtained approximately $7.6 million of mortgage debt on one senior living community from Fannie Mae. The new mortgage loan has a 10-year term with a 5.93% fixed interest rate and the principal amortized over a 30-year term. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over ten years. | |
On June 28, 2013, in conjunction with the acquisition of one senior living community, the Company obtained interim financing from Berkadia for approximately $4.6 million at a variable interest rate of LIBOR plus 3.75% with a maturity date of July 10, 2015. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over the initial loan term. | |
On May 31, 2013, the Company obtained approximately $14.5 million of mortgage debt on one senior living community from Fannie Mae. The new mortgage loan has a 12-year term with a 5.30% fixed interest rate and the principal amortized over a 30-year term. The Company incurred approximately $0.2 million in deferred financing costs related to this loan, which is being amortized over 12-years. | |
On May 31, 2013, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $5.4 million. The finance agreement has a fixed interest rate of 1.97% with principal being repaid over an 11-month term. | |
On March 7, 2013, the Company obtained approximately $4.0 million of mortgage debt on one senior living community from Fannie Mae. The new mortgage loan has a 10-year term with a 4.66% fixed interest rate and the principal amortized over a 30-year term. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over ten years. | |
On March 7, 2013, the Company obtained approximately $12.4 million of mortgage debt from Fannie Mae to replace the interim financing obtained from Berkadia on October 23, 2012. The new mortgage loan has a ten-year term with a 4.66% fixed interest rate and the principal amortized over a 30-year term and is cross-collateralized and cross-defaulted with the approximately $4 million mortgage loan that also closed on March 7, 2013. The Company incurred approximately $0.2 million in deferred financing costs related to this loan, which is being amortized over ten years. | |
On March 25, 2011, in connection with the Spring Meadows Transaction, the Company issued standby letters of credit, totaling approximately $2.6 million, for the benefit of Health Care REIT, Inc. (“HCN”) on certain leases between HCN and the Company. | |
On September 10, 2010, the Company issued standby letters of credit, totaling approximately $2.2 million, for the benefit of HCN on certain leases between HCN and the Company. | |
On April 16, 2010, the Company issued standby letters of credit, totaling approximately $1.7 million, for the benefit of HCN on certain leases between HCN and the Company. | |
The senior housing communities owned by the Company and encumbered by mortgage debt are provided as collateral under their respective loan agreements. At September 30, 2013, and December 31, 2012, these communities carried a total net book value of approximately $507.8 million and $469.8 million, respectively, with total mortgage loans outstanding of approximately $395.6 million and $360.9 million, respectively. | |
In connection with the Company’s loan commitments described above, the Company incurred financing charges that were deferred and amortized over the terms of the respective notes. At September 30, 2013, and December 31, 2012, the Company had gross deferred loan costs of approximately $6.8 million and $6.2 million, respectively. Accumulated amortization was approximately $2.9 million and $2.2 million at September 30, 2013, and December 31, 2012, respectively. | |
The Company must maintain certain levels of tangible net worth and comply with other restrictive covenants under the terms of certain promissory notes. The Company was in compliance with all of its debt covenants at September 30, 2013 and December 31, 2012. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
EQUITY | ' |
7. EQUITY | |
Preferred Stock | |
The Company is authorized to issue preferred stock in series and to fix and state the voting powers and such designations, preferences and relative participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. Such action may be taken by the Board without stockholder approval. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of preferred stock. No preferred stock was outstanding as of September 30, 2013. | |
Share Repurchases | |
On January 22, 2009, the Company’s board of directors approved a share repurchase program that authorized the Company to purchase up to $10.0 million of the Company’s common stock. Purchases may be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the share repurchase authorization has no stated expiration date. Shares of stock repurchased under the program will be held as treasury shares. Pursuant to this authorization, during fiscal 2009, the Company purchased 349,800 shares at an average cost of $2.67 per share for a total cost to the Company of approximately $0.9 million. All such purchases were made in open market transactions. The Company has not purchased any additional shares of its common stock pursuant to the Company’s share repurchase program subsequent to fiscal 2009. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||||||||||
8. STOCK-BASED COMPENSATION | |||||||||||||||||||||||||
The Company recognizes compensation expense for share-based stock awards to employees, including grants of employee stock options and awards of restricted stock, in the Company’s Consolidated Statements of Operations and Comprehensive Loss based on their fair values. | |||||||||||||||||||||||||
On May 8, 2007, the Company’s stockholders approved the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (as amended, the “2007 Plan”), which provides for, among other things, the grant of restricted stock awards and stock options to purchase shares of the Company’s common stock. The 2007 Plan authorizes the Company to issue up to 2.6 million shares of common stock and the Company has reserved 0.6 million shares of common stock for future issuance pursuant to awards under the 2007 Plan. Effective May 8, 2007, the 1997 Omnibus Stock and Incentive Plan (as amended, the “1997 Plan”) was terminated and no additional shares will be granted under the 1997 Plan. The Company has reserved 0.3 million shares of common stock for future issuance upon the exercise of stock options that remain outstanding pursuant to the 1997 Plan. | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
The Company’s stock option program is a long-term retention program that is intended to attract, retain and provide incentives for employees, officers and directors and to align more closely stockholder and employee interests. The Company’s stock options generally vest over a period of one to five years and the related expense is amortized on a straight-line basis over the vesting period. | |||||||||||||||||||||||||
A summary of the Company’s stock option activity and related information for the nine month period ended September 30, 2013, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Exercised | Forfeited | Outstanding at | Options | ||||||||||||||||||||
Beginning of | End of Period | Exercisable | |||||||||||||||||||||||
Period | |||||||||||||||||||||||||
Shares | 265,930 | — | 211,780 | — | 54,150 | 54,150 | |||||||||||||||||||
Weighted average exercise price per share | $ | 6.28 | $ | — | $ | 6.2 | $ | — | $ | 6.58 | $ | 6.58 | |||||||||||||
The options outstanding and the options exercisable at September 30, 2013, each had an intrinsic value of approximately $0.8 million. | |||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||
The Company may grant restricted stock awards to employees, officers, and directors in order to attract, retain, and provide incentives for such individuals and to align more closely stockholder and employee interests. For restricted stock awards without performance-based vesting conditions, the Company records compensation expense for the entire award on a straight-line basis over the requisite service period, which is generally a period of three to four years, but such awards are considered outstanding at the time of grant since the holders thereof are entitled to dividends and voting rights. For restricted stock awards with performance-based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance target is deemed probable of achievement. Performance goals are evaluated periodically and if such goals are not ultimately met or it is not probable the goals will be achieved, no compensation expense is recognized and any previously recognized compensation expense is reversed. | |||||||||||||||||||||||||
The Company recognizes compensation expense of a restricted stock award over its respective vesting or performance period based on the fair value of the award on the grant date, net of forfeitures. A summary of the Company’s restricted stock awards activity and related information for the nine month period ended September 30, 2013, is presented below: | |||||||||||||||||||||||||
Outstanding at | Issued | Vested | Forfeited | Outstanding at | |||||||||||||||||||||
Beginning of Period | End of Period | ||||||||||||||||||||||||
Shares | 803,218 | 386,215 | 291,000 | 14,736 | 883,697 | ||||||||||||||||||||
The restricted stock outstanding at September 30, 2013, had an intrinsic value of approximately $18.7 million. | |||||||||||||||||||||||||
During the nine month period ended September 30, 2013, the Company awarded 386,215 shares of restricted common stock to certain employees and directors of the Company, of which 130,000 shares were subject to performance-based vesting conditions. The average market value of the common stock on the date of grant was $24.06. These awards of restricted shares vest over a one to four-year period and had an intrinsic value of approximately $9.3 million on the date of issue. | |||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||
The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options. The Black-Scholes model requires the input of certain assumptions including expected volatility, expected dividend yield, expected life of the option and the risk free interest rate. The expected volatility used by the Company is based primarily on an analysis of historical prices of the Company’s common stock. The expected term of options granted is based primarily on historical exercise and vesting patterns on the Company’s outstanding stock options. The risk free rate is based on zero-coupon U.S. Treasury yields in effect at the date of grant with the same period as the expected option life. The Company does not currently plan to pay dividends on its common stock and therefore has used a dividend yield of zero in determining the fair value of its awards. The option forfeiture rate assumptions used by the Company, which affect the expense recognized as opposed to the fair value of the awards, are based primarily on the Company’s historical option forfeiture patterns. The Company issued no stock options during each of the first nine months of fiscal 2013 and 2012. | |||||||||||||||||||||||||
The Company has total stock-based compensation expense, excluding estimated forfeitures, of approximately $7.6 million, which was not recognized as of September 30, 2013, and expects this expense to be recognized over approximately a one to four-year period. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
CONTINGENCIES | ' |
9. CONTINGENCIES | |
The Company has claims incurred in the normal course of its business. Most of these claims are believed by management to be covered by insurance, subject to normal reservations of rights by the insurance companies and possibly subject to certain exclusions in the applicable insurance policies. Whether or not covered by insurance, these claims, in the opinion of management, based on advice of legal counsel, should not have a material effect on the consolidated financial statements of the Company if determined adversely to the Company. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||
10. FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
The carrying amounts and fair values of financial instruments at September 30, 2013, and December 31, 2012, are as follows (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Amount | Amount | ||||||||||||||||
Cash and cash equivalents | $ | 18,765 | $ | 18,765 | $ | 18,737 | $ | 18,737 | |||||||||
Restricted cash | 11,418 | 11,418 | 10,179 | 10,179 | |||||||||||||
Notes payable | 399,001 | 366,574 | 362,596 | 378,459 | |||||||||||||
The following methods and assumptions were used in estimating its fair value disclosures for financial instruments: | |||||||||||||||||
Cash and cash equivalents and Restricted cash: The carrying amounts reported in the Company’s Consolidated Balance Sheets for cash and cash equivalents and restricted cash approximate fair value. | |||||||||||||||||
Notes payable: The fair value of notes payable is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent level 2 inputs as defined in the accounting standards codification. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
11. SUBSEQUENT EVENTS | |
Effective October 31, 2013, the Company closed the acquisition of one senior living community located in Milford, Massachusetts, for approximately $15.8 million. The community consists of 68 assisted living units. The Company obtained financing from Fannie Mae for approximately $11.9 million of the acquisition price at a fixed rate of 5.38% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. The Company has not yet completed its initial purchase price allocation for this transaction. | |
Effective October 23, 2013, the Company closed the acquisition of one senior living community located in Fitchburg, Wisconsin, for approximately $16.0 million. The community consists of 82 assisted living units. The Company obtained financing from Fannie Mae for approximately $12.0 million of the acquisition price at a fixed rate of 5.50% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. The Company has not yet completed its initial purchase price allocation for this transaction. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Investments in Unconsolidated Joint Ventures | ' | ||||||||||||||||
Investments in Unconsolidated Joint Ventures | |||||||||||||||||
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. As of September 30, 2013, the Company owns member interests in three joint ventures. The Company has not consolidated these joint venture interests because the Company has concluded that the other members of each joint venture have substantive kick-out rights or substantive participating rights. Under the equity method of accounting the Company records its investments in unconsolidated joint ventures at cost and adjusts such investments for its share of earnings and losses of the joint ventures. | |||||||||||||||||
Lease Accounting | ' | ||||||||||||||||
Lease Accounting | |||||||||||||||||
The Company determines whether to account for its leases as either operating, capital or financing leases depending on the underlying terms of each lease agreement. This determination of classification is complex and requires significant judgment relating to certain information including the estimated fair value and remaining economic life of the community, the Company’s cost of funds, minimum lease payments and other lease terms. As of September 30, 2013, the Company leased 50 senior living communities, 48 of which the Company classified as operating leases and two of which the Company classified as capital lease and financing obligations. The Company incurs lease acquisition costs and amortizes these costs over the term of the respective lease agreement. Certain leases entered into by the Company qualified as sale/leaseback transactions and as such any related gains have been deferred and are being amortized over the respective lease term. Facility lease expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss includes rent expense plus amortization expense relating to leasehold acquisition costs offset by the amortization of deferred gains and lease incentives. There are various financial covenants and other restrictions in the Company’s lease agreements. The Company was in compliance with all lease covenants at September 30, 2013. | |||||||||||||||||
Credit Risk and Allowance for Doubtful Accounts | ' | ||||||||||||||||
Credit Risk and Allowance for Doubtful Accounts | |||||||||||||||||
The Company’s resident receivables are generally due within 30 days from the date billed. Accounts receivable are reported net of an allowance for doubtful accounts, and represent the Company’s estimate of the amount that ultimately will be collected. The adequacy of the Company’s allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for doubtful accounts adequately provides for expected losses. | |||||||||||||||||
Employee Health and Dental Benefits and Insurance Reserves | ' | ||||||||||||||||
Employee Health and Dental Benefits and Insurance Reserves | |||||||||||||||||
The Company offers certain full-time employees an option to participate in its health and dental plans. The Company is self-insured up to certain limits and is insured if claims in excess of these limits are incurred. The cost of employee health and dental benefits, net of employee contributions, is shared between the corporate office and the senior living communities based on the respective number of plan participants. Funds collected are used to pay the actual program costs including estimated annual claims, third-party administrative fees, network provider fees, communication costs, and other related administrative costs incurred by the plans. Claims are paid as they are submitted to the Company’s third-party administrator. The Company records a liability for outstanding claims and claims that have been incurred but not yet reported. This liability is based on the historical claim reporting lag and payment trends of health insurance claims. Management believes that the liability for outstanding losses and expenses is adequate to cover the ultimate cost of losses and expenses incurred at September 30, 2013; however, actual claims and expenses may differ. Any subsequent changes in estimates are recorded in the period in which they are determined. | |||||||||||||||||
The Company uses a combination of insurance and self-insurance for workers’ compensation. Determining the reserve for workers’ compensation losses and costs that the Company has incurred as of the end of a reporting period involves significant judgments based on projected future events including potential settlements for pending claims, known incidents which may result in claims, estimates of incurred but not yet reported claims, changes in insurance premiums, estimated litigation costs and other factors. The Company regularly adjusts these estimates to reflect changes in the foregoing factors. However, since this reserve is based on estimates, the actual expenses incurred may differ from the amounts reserved. Any subsequent changes in estimates are recorded in the period in which they are determined. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
At September 30, 2013, the Company had recorded on its Consolidated Balance Sheet net deferred tax assets of approximately $5.3 million. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The effective tax rates for the first nine month periods and third quarters of fiscal 2013 and 2012 differ from the statutory tax rates due to state income taxes, permanent tax differences, and the deferred tax asset valuation allowance. The Company is impacted by the Texas Margin Tax (“TMT”), which effectively imposes tax on modified gross revenues for communities within the State of Texas. The Company consolidated 36 Texas communities in the third quarter of fiscal 2013 and 35 Texas communities in the third quarter of fiscal 2012 and the TMT increased the overall provision for income taxes. | |||||||||||||||||
Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable in the current year. Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which we expect those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. Based upon this analysis, a valuation allowance of $7.5 million was recorded at September 30, 2013, to reduce the Company’s net deferred tax assets to the amount that is more likely than not to be realized. Prior to September 30, 2013, a valuation allowance had not been provided. However, in the event that we were to determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period we made such a determination. The benefits of the net deferred tax assets might not be realized if actual results differ from expectations. | |||||||||||||||||
The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial-statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that such position is “more likely than not” (i.e., a greater than 50% likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense. The Company is not subject to income tax examinations for tax years prior to 2006. | |||||||||||||||||
Net (Loss) Income Per Share | ' | ||||||||||||||||
Net (Loss) Income Per Share | |||||||||||||||||
Basic net (loss) income per common share is computed by dividing net (loss) income remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net (loss) income per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except for per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss | $ | (9,963 | ) | $ | (937 | ) | $ | (14,109 | ) | $ | (1,478 | ) | |||||
Net loss allocated to unvested restricted shares | 309 | 27 | 441 | 43 | |||||||||||||
Undistributed net loss allocated to common shares | $ | (9,654 | ) | $ | (910 | ) | $ | (13,668 | ) | $ | (1,435 | ) | |||||
Weighted average shares outstanding – basic | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Effects of dilutive securities: | |||||||||||||||||
Employee equity compensation plans | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Basic net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) | |||||
Diluted net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) | |||||
Awards of unvested restricted stock representing approximately 884,000 and 800,000 shares were outstanding for the three months ended September 30, 2013 and 2012, respectively, and awards of unvested restricted stock representing approximately 887,000 and 806,000 shares were outstanding for the nine months ended September 30, 2013 and 2012, respectively, and were included in the computation of allocable net (loss) income. | |||||||||||||||||
Treasury Stock | ' | ||||||||||||||||
Treasury Stock | |||||||||||||||||
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Net Income Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except for per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss | $ | (9,963 | ) | $ | (937 | ) | $ | (14,109 | ) | $ | (1,478 | ) | |||||
Net loss allocated to unvested restricted shares | 309 | 27 | 441 | 43 | |||||||||||||
Undistributed net loss allocated to common shares | $ | (9,654 | ) | $ | (910 | ) | $ | (13,668 | ) | $ | (1,435 | ) | |||||
Weighted average shares outstanding – basic | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Effects of dilutive securities: | |||||||||||||||||
Employee equity compensation plans | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 27,911 | 27,383 | 27,769 | 27,331 | |||||||||||||
Basic net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) | |||||
Diluted net loss per share | $ | (0.35 | ) | $ | (0.03 | ) | $ | (0.49 | ) | $ | (0.05 | ) |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||||||
Stock Option Activity and Related Information | ' | ||||||||||||||||||||||||
A summary of the Company’s stock option activity and related information for the nine month period ended September 30, 2013, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Exercised | Forfeited | Outstanding at | Options | ||||||||||||||||||||
Beginning of | End of Period | Exercisable | |||||||||||||||||||||||
Period | |||||||||||||||||||||||||
Shares | 265,930 | — | 211,780 | — | 54,150 | 54,150 | |||||||||||||||||||
Weighted average exercise price per share | $ | 6.28 | $ | — | $ | 6.2 | $ | — | $ | 6.58 | $ | 6.58 | |||||||||||||
Restricted Stock Awards Activity and Related Information | ' | ||||||||||||||||||||||||
A summary of the Company’s restricted stock awards activity and related information for the nine month period ended September 30, 2013, is presented below: | |||||||||||||||||||||||||
Outstanding at | Issued | Vested | Forfeited | Outstanding at | |||||||||||||||||||||
Beginning of Period | End of Period | ||||||||||||||||||||||||
Shares | 803,218 | 386,215 | 291,000 | 14,736 | 883,697 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Carrying Amounts and Fair Values of Financial Instruments | ' | ||||||||||||||||
The carrying amounts and fair values of financial instruments at September 30, 2013, and December 31, 2012, are as follows (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Amount | Amount | ||||||||||||||||
Cash and cash equivalents | $ | 18,765 | $ | 18,765 | $ | 18,737 | $ | 18,737 | |||||||||
Restricted cash | 11,418 | 11,418 | 10,179 | 10,179 | |||||||||||||
Notes payable | 399,001 | 366,574 | 362,596 | 378,459 |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | Sep. 30, 2013 |
Resident | |
Independent_Living_Unit | |
Community | |
State | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Senior living communities operated by company | 106 |
Number of states in which senior living communities operated | 24 |
Aggregate capacity of residents in company operated senior living communities | 14,100 |
Senior living communities owned by company | 56 |
Senior living communities on lease by company | 50 |
Number of home care agency | 1 |
Recovered_Sheet1
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Community | Community | Community | ||
Joint_Ventures | Joint_Ventures | |||
Accounting Policies [Abstract] | ' | ' | ' | ' |
Number of joint ventures in which company owns interest | 3 | ' | 3 | ' |
Communities on lease by company | 50 | ' | 50 | ' |
Communities on operating lease | 48 | ' | 48 | ' |
Senior living communities on capital lease and financing obligations | 2 | ' | 2 | ' |
Resident receivables due period | ' | ' | '30 days | ' |
Net deferred tax assets | $5.30 | ' | $5.30 | ' |
Texas communities consolidated | ' | ' | 36 | 35 |
Deferred tax assets valuation allowance | $7.50 | ' | $7.50 | ' |
Uncertain tax position maximum percentage | ' | ' | 50.00% | ' |
Outstanding unvested restricted stock | 884,000 | 800,000 | 887,000 | 806,000 |
Recovered_Sheet2
Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Net loss | ($9,963) | ($937) | ($14,109) | ($1,478) |
Net loss allocated to unvested restricted shares | 309 | 27 | 441 | 43 |
Undistributed net loss allocated to common shares | ($9,654) | ($910) | ($13,668) | ($1,435) |
Weighted average shares outstanding - basic | 27,911 | 27,383 | 27,769 | 27,331 |
Effects of dilutive securities: | ' | ' | ' | ' |
Employee equity compensation plans | ' | ' | ' | ' |
Weighted average shares outstanding - diluted | 27,911 | 27,383 | 27,769 | 27,331 |
Basic net loss per share | ($0.09) | ($0.03) | ($0.23) | ($0.05) |
Diluted net loss per share | ($0.09) | ($0.03) | ($0.23) | ($0.05) |
Transactions_with_Affiliates_A
Transactions with Affiliates - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 30, 2007 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2007 | Sep. 30, 2013 | Sep. 30, 2012 | 31-May-07 | Sep. 30, 2013 | Sep. 30, 2012 | |
SHPIII/CSL Richmond Heights [Member] | SHPIII/CSL Richmond Heights [Member] | SHPIII/CSL Richmond Heights [Member] | SHPIII/CSL Levis Commons [Member] | SHPIII/CSL Levis Commons [Member] | SHPIII/CSL Levis Commons [Member] | SHPIII/CSL Miami [Member] | SHPIII/CSL Miami [Member] | SHPIII/CSL Miami [Member] | |||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributed to interest by the company | ' | ' | ' | ' | $800,000 | ' | ' | $800,000 | ' | ' | $800,000 | ' | ' |
Company ownership percentage ratio | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' |
Investment under the recognized earnings (losses) in the equity method of accounting by the company | 43,000 | -26,000 | 76,000 | -241,000 | ' | 45,900 | 8,700 | ' | 15,800 | -6,900 | ' | 14,700 | 200,000 |
Affiliated management services revenue | $205,000 | $176,000 | $586,000 | $492,000 | ' | $200,000 | $200,000 | ' | $200,000 | $200,000 | ' | $100,000 | $200,000 |
Facility_Lease_Transactions_Ad
Facility Lease Transactions - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Community | |
Property | |
Communities_Exchange | |
Sale Leaseback Transaction [Line Items] | ' |
Number of communities exchange for one communities in Ventas lease | 2 |
Number of properties in lease portfolio | 10 |
Number of communities previously owned | 2 |
Number of communities in operation | 3 |
Term of Renewal option to company to extent initial lease | 'Two 5-year renewal |
Ventas [Member] | ' |
Sale Leaseback Transaction [Line Items] | ' |
Mortgage debt | 18.3 |
Lease expiration date | 30-Sep-20 |
Additional cash collateral deposits | 3.4 |
Lease renewal option term | '5 years |
Additions to property and equipment | 13.2 |
Additions to lease intangibles | 11.8 |
Deferred gain on sale of asset write off | 4.9 |
Lease term | '5 years |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||
In Millions, unless otherwise specified | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 05, 2013 | 31-May-13 | Jun. 30, 2013 | Jun. 28, 2013 | Mar. 31, 2013 | Mar. 07, 2013 | Dec. 31, 2012 | Dec. 21, 2012 | Dec. 31, 2012 | Dec. 20, 2012 | Oct. 31, 2012 | Mar. 31, 2013 | Oct. 23, 2012 | Oct. 23, 2012 | Oct. 31, 2012 | Mar. 31, 2013 | Oct. 23, 2012 | Oct. 31, 2012 | Mar. 31, 2013 | Dec. 28, 2012 | Oct. 31, 2012 | Oct. 23, 2012 | Oct. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Oct. 17, 2012 | Mar. 30, 2012 | Apr. 30, 2012 | Mar. 31, 2012 | Mar. 30, 2012 | Mar. 31, 2012 | Mar. 02, 2012 |
Oakwood Transaction [Member] | Middletown Transaction [Member] | Middletown Transaction [Member] | Vintage Transaction [Member] | Autumn Glen Transaction [Member] | Autumn Glen Transaction [Member] | Elkhorn Transaction [Member] | Elkhorn Transaction [Member] | Harbor Court Transaction [Member] | Harbor Court Transaction [Member] | Montclair Transaction [Member] | Montclair Transaction [Member] | Country Charm and Woodlands Transaction [Member] | Country Charm and Woodlands Transaction [Member] | Country Charm and Woodlands Transaction [Member] | Berkadia Interim Loan [Member] | Berkadia Interim Loan [Member] | Berkadia Interim Loan [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Batesville Transaction [Member] | Batesville Transaction [Member] | Esperanza Transaction [Member] | Esperanza Transaction [Member] | Esperanza Transaction [Member] | Esperanza Transaction [Member] | Esperanza Transaction [Member] | Remington Transaction [Member] | Riverbend Transaction [Member] | Riverbend Transaction [Member] | Granbury, Texas [Member] | Granbury, Texas [Member] | ||||
Assisted_Living_Unit | Assisted_Living_Unit | Community | Assisted_Living_Unit | Assisted_Living_Unit | Community | Assisted_Living_Unit | Community | Assisted_Living_Unit | Community | Independent_Living_Unit | Community | Assisted_Living_Unit | Community | Community | Community | Community | Assisted_Living_Unit | Community | Assisted_Living_Unit | Assisted_Living_Unit | Community | Community | Community | Independent_Living_Unit | Assisted_Living_Unit | Community | Assisted_Living_Unit | ||||||||||
Community | Community | Independent_Living_Unit | Community | Independent_Living_Unit | Community | ||||||||||||||||||||||||||||||||
Community | |||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of senior living community | ' | ' | ' | 1 | ' | 1 | 1 | ' | 1 | ' | 1 | ' | 1 | ' | 1 | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | 5 | 4 | 1 | ' | 1 | ' | ' |
Acquisition cost | ' | ' | ' | $11.80 | ' | $9.90 | $19.10 | ' | $6.30 | ' | $6.70 | ' | $10.80 | ' | $22 | ' | ' | $62.50 | ' | ' | ' | $6.40 | ' | ' | ' | ' | $4 | ' | ' | ' | $6.40 | $34.10 | $19.20 | ' | $15.30 | ' | $7 |
Number of assisted living units | ' | ' | ' | 64 | 61 | ' | 80 | 52 | ' | 64 | ' | 116 | ' | ' | ' | 440 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41 | ' | 50 | 211 | ' | ' | ' | ' | 97 | ' | 82 | ' |
Transaction cost of acquisition | ' | ' | ' | 0.1 | 0.1 | ' | 0.1 | 0.1 | ' | 0.1 | ' | 0.1 | ' | 0.1 | ' | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | 0.1 | 0.2 | ' | ' | ' | 0.1 | 0.1 | ' | 0.2 | ' |
Interim financing obtained for acquisition | ' | ' | ' | 8.5 | ' | 7.6 | 14.5 | ' | 4.6 | ' | 4 | ' | 7.6 | ' | 17 | ' | ' | 26.4 | 11.6 | ' | ' | 11.6 | ' | ' | ' | ' | ' | ' | ' | ' | 3.2 | ' | ' | ' | ' | ' | ' |
Interim financing variable rate description | ' | ' | ' | 'LIBOR plus 3.75% | ' | ' | ' | 'LIBOR plus 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 4.5% | ' | ' | 'LIBOR plus 4.5% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interim financing variable rate | ' | ' | ' | 3.75% | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of financing | ' | ' | ' | 10-Oct-15 | ' | ' | ' | 10-Jul-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28-Dec-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term fixed rate of Fannie Mae | ' | ' | ' | ' | ' | 5.93% | 5.30% | ' | ' | ' | 4.66% | ' | 4.58% | ' | 4.32% | ' | ' | 4.34% | 4.50% | ' | 4.66% | ' | ' | ' | ' | ' | 4.34% | ' | ' | ' | 4.48% | 4.69% | 4.48% | ' | 4.76% | ' | 4.38% |
Term period of mortgage loans | '10 years | ' | ' | ' | '10 years | ' | '12 years | ' | ' | '10 years | ' | '10 years | ' | '10 years | ' | '10 years | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | '10 years | ' | '33 years | '10 years | ' | ' | ' | '10 years | '10 years | ' | '10 years | ' |
Number of independent living units | ' | ' | ' | ' | ' | ' | 22 | ' | ' | ' | ' | ' | ' | 159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45 | ' | ' | ' | 128 | ' | ' | ' | ' |
Additions to property and equipment | ' | 48.1 | 170.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible asset acquired in place leases during period | ' | 5.7 | 22.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of communities obtained financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | 1 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term finance of Fannie Mae | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.40 | ' | $2.60 | ' | ' | ' | ' | $26.10 | $11.80 | ' | $11.50 | ' | $5.40 |
Acquisition of senior living community from Corpus Christi, Texas | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Number of closed communities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' |
Debt_Transactions_Additional_I
Debt Transactions - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
31-May-13 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 07, 2013 | Dec. 31, 2012 | Mar. 25, 2011 | Sep. 10, 2010 | Apr. 16, 2010 | 31-May-13 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Sep. 05, 2013 | 31-May-13 | Mar. 31, 2013 | Mar. 07, 2013 | |
Financing Agreement [Member] | Oakwood Transaction [Member] | Berkadia Interim Loan [Member] | Berkadia Interim Loan [Member] | 5.75 % Debt [Member] | 5.75 % Debt [Member] | 5.30% Debt [Member] | 4.66% Debt [Member] | 4.66% Debt [Member] | |||||||||
Community | Community | Fannie Mae [Member] | Fannie Mae [Member] | Fannie Mae [Member] | Fannie Mae [Member] | Fannie Mae [Member] | |||||||||||
Note | Note | Note | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interim financing obtained for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,500,000 | ' | $4,600,000 | ' | ' | ' | ' | ' |
Interim financing variable rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 3.75% | 'LIBOR plus 3.75% | ' | ' | ' | ' | ' | ' |
Interim financing variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' |
Maturity date of financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Oct-15 | 10-Jul-15 | ' | ' | ' | ' | ' | ' |
Gross deferred loan and capital lease and financing obligation costs | ' | ' | 6,800,000 | 200,000 | 6,200,000 | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | 100,000 | 200,000 | ' | 100,000 |
Mortgage debt | ' | ' | 395,600,000 | 12,400,000 | 360,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | 14,500,000 | ' | 4,000,000 |
Mortgage debt on senior living communities with Fannie Mae, Number of notes held | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | 1 |
Mortgage loans term | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '12 years | '10 years | ' |
Fixed interest rate | ' | ' | ' | 4.66% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.93% | 5.30% | ' | 4.66% |
Term period for principle amortization | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | '30 years | '10 years | ' |
Deferred financing costs amortization period | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '12 years | '10 years | ' |
Acquisition of senior living community | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' | ' |
Long term fixed rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.97% | ' | ' | 3.75% | ' | ' | ' | ' | ' |
Renewed insurance policies and finance agreement | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment period | '11 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cross-collateralized and cross-defaulted mortgage loans | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit | ' | ' | ' | ' | ' | 2,600,000 | 2,200,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value of housing communities | ' | ' | 507,800,000 | ' | 469,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated amortization | ' | ' | $2,900,000 | ' | $2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jan. 22, 2009 | Sep. 30, 2013 | Dec. 31, 2009 | Dec. 31, 2012 |
Equity [Abstract] | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | 0 | ' | 0 |
Authorization for purchase of company's Common stock | $10 | ' | ' | ' |
Purchase Common stock shares | ' | 0 | 349,800 | ' |
Average cost of per share | ' | ' | $2.67 | ' |
Purchase Common stock value | ' | ' | $0.90 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | 8-May-07 | Sep. 30, 2013 | 8-May-07 | 31-May-07 | |
Restricted Stock [Member] | 2007 Omnibus Stock and Incentive Plan [Member] | 1997 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Authorized shares of common stock | ' | ' | ' | ' | 2,600,000 | ' |
Number of shares of common stock reserved for future issuance | ' | ' | ' | ' | 600,000 | ' |
Reserved share of common stock under 1997 plan | ' | ' | 300,000 | ' | ' | ' |
Additional shares granted | ' | ' | ' | ' | ' | 0 |
Stock options vesting period, Minimum | '1 year | ' | ' | ' | ' | ' |
Stock options vesting period, Maximum | '5 years | ' | ' | ' | ' | ' |
Stock options outstanding and options exercisable | $800,000 | ' | ' | ' | ' | ' |
Period of recognition for compensation expense, Minimum | '3 years | ' | ' | ' | ' | ' |
Period of recognition for compensation expense, Maximum | '4 years | ' | ' | ' | ' | ' |
Compensation expense recognized | 0 | ' | ' | ' | ' | ' |
Restricted stock outstanding | 9,300,000 | ' | ' | 18,700,000 | ' | ' |
Restricted common stock to employees and directors of the Company | ' | ' | ' | 386,215 | ' | ' |
Shares with performance-based vesting conditions | ' | ' | ' | 130,000 | ' | ' |
Average market value of common stock awarded to employees and directors of company | $24.06 | ' | ' | ' | ' | ' |
Restricted stock award vesting period, Minimum | ' | ' | ' | '1 year | ' | ' |
Restricted stock award vesting period, Maximum | ' | ' | ' | '4 years | ' | ' |
Expected dividend yield | 0.00% | ' | ' | ' | ' | ' |
Stock option issued | 0 | 0 | ' | ' | ' | ' |
Stock based compensation expense excluding forfeitures which was not recognized | $7,600,000 | ' | ' | ' | ' | ' |
Expected period of expenses, Minimum | '1 year | ' | ' | ' | ' | ' |
Expected period of expenses, Maximum | '4 years | ' | ' | ' | ' | ' |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity and Related Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Weighted average exercise price, Outstanding at Beginning of Period | $6.28 |
Weighted average exercise price, Granted | ' |
Weighted average exercise price, Exercised | $6.20 |
Weighted average exercise price, Forfeited | ' |
Weighted average exercise price, Outstanding at End of Period | $6.58 |
Weighted average exercise price, Options Exercisable | $6.58 |
Shares, Outstanding at Beginning of Period | 265,930 |
Shares, Granted | ' |
Shares, Exercised | 211,780 |
Shares, Forfeited | ' |
Shares, Outstanding at End of Period | 54,150 |
Shares, Options Exercisable | 54,150 |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Awards Activity and Related Information (Detail) (Restricted Stock [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares, Outstanding at Beginning of Period | 803,218 |
Shares, Issued | 386,215 |
Shares, Vested | 291,000 |
Shares, Forfeited | 14,736 |
Shares, Outstanding at End of Period | 883,697 |
Recovered_Sheet3
Fair Value of Financial Instruments - Carrying Amounts and Fair Values of Financial Instruments (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Restricted cash | $11,418 | $10,179 |
Carrying Amount [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 18,765 | 18,737 |
Restricted cash | 11,418 | 10,179 |
Notes payable | 399,001 | 362,596 |
Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 18,765 | 18,737 |
Restricted cash | 11,418 | 10,179 |
Notes payable | $366,574 | $378,459 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 1 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2013 | Oct. 31, 2013 | Oct. 23, 2013 |
Milford Community [Member] | Fitchburg Community [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | ||
Assisted_Living_Unit | Assisted_Living_Unit | ||
Community | Community | ||
Loans At Acquisition Date [Line Items] | ' | ' | ' |
Acquisition of senior living community | ' | 1 | 1 |
Acquisition cost | ' | $15.80 | $16 |
Long term finance of Fannie Mae | ' | $11.90 | $12 |
Long term fixed rate of Fannie Mae | ' | 5.38% | 5.50% |
Number of assisted living units | ' | 68 | 82 |
Term period of mortgage loans | '10 years | '10 years | '10 years |