Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Investments in Unconsolidated Joint Ventures | ' |
Investments in Unconsolidated Joint Ventures |
The Company accounted for its investments in three unconsolidated joint ventures under the equity method of accounting. The Company had not consolidated these joint venture interests because the Company had concluded that the other member of each joint venture had substantive kick-out rights or substantive participating rights. Under the equity method of accounting, the Company recorded its investments in unconsolidated joint ventures at cost and adjusted such investments for its share of earnings and losses of the joint ventures. On June 30, 2014, the Company acquired 100% of the member interests in these joint ventures. For additional information refer to Note 4, “Acquisitions.” |
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, 2014, 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 slightly 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 of its lease covenants at September 30, 2014. |
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, 2014; 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 |
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At September 30, 2014, the Company had recorded on its Consolidated Balance Sheet net deferred tax assets of approximately $0.4 million and net deferred tax liabilities of approximately $0.4 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 2014 and 2013 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in 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. During the third quarter of fiscal 2014 and third quarter of fiscal 2013, the Company consolidated 36 Texas communities and the TMT increased the overall provision for income taxes. |
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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, an adjustment to the valuation allowance of $2.1 million and $7.5 million was recorded during the third quarters of fiscal 2014 and 2013, respectively, to increase the valuation allowance provided to $16.3 million and $7.5 million at September 30, 2014 and 2013, respectively, and reduce the Company’s net deferred tax assets to the amount that is more likely than not to be realized. 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 such determination was made. Additionally, the benefits of the net deferred tax assets might not be realized if actual results differ from expectations. |
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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 generally no longer subject to federal and state income tax audits for tax years prior to 2010. |
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Net Loss Per Share | ' |
Net Loss Per Share |
Basic net loss per common share is computed by dividing net loss remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Potentially dilutive securities consist of unvested restricted shares and shares that could be issued under outstanding stock options. Potentially dilutive securities are excluded from the computation of net loss per common share if their effect is antidilutive. |
The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except for per share amounts): |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Net loss | | $ | (5,759 | ) | | $ | (9,963 | ) | | $ | (20,225 | ) | | $ | (14,109 | ) |
Net loss allocated to unvested restricted shares | | $ | (143 | ) | | $ | (309 | ) | | $ | (513 | ) | | $ | (441 | ) |
Undistributed net loss allocated to common shares | | $ | (5,616 | ) | | $ | (9,654 | ) | | $ | (19,712 | ) | | $ | (13,668 | ) |
Weighted average shares outstanding – basic | | | 28,371 | | | | 27,911 | | | | 28,273 | | | | 27,769 | |
Effects of dilutive securities: | | | | | | | | | | | | | | | | |
Employee equity compensation plans | | | — | | | | — | | | | — | | | | — | |
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Weighted average shares outstanding – diluted | | | 28,371 | | | | 27,911 | | | | 28,273 | | | | 27,769 | |
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Basic net loss per share | | $ | (0.20 | ) | | $ | (0.35 | ) | | $ | (0.70 | ) | | $ | (0.49 | ) |
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Diluted net loss per share | | $ | (0.20 | ) | | $ | (0.35 | ) | | $ | (0.70 | ) | | $ | (0.49 | ) |
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Awards of unvested restricted stock representing approximately 715,000 and 884,000 shares were outstanding for the three months ended September 30, 2014 and 2013, respectively, and awards of unvested restricted stock representing approximately 725,000 and 887,000 shares were outstanding for the nine months ended September 30, 2014 and 2013, respectively, and were included in the computation of allocable net loss. |
Treasury Stock | ' |
Treasury Stock |
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. |
Recently Issued Accounting Guidance | ' |
Recently Issued Accounting Guidance |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new and expanded disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance provided in ASU 2014-08 is applied prospectively and is effective for fiscal years beginning on or after December 15, 2014; however, early adoption is permitted. |