Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
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 | ' | 29,093,006 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $27,816 | $13,611 |
Restricted cash | 11,468 | 11,425 |
Accounts receivable, net | 5,716 | 3,752 |
Accounts receivable from affiliates | 6 | 416 |
Federal and state income taxes receivable | 5,214 | 5,123 |
Deferred taxes | 441 | 845 |
Property tax and insurance deposits | 10,660 | 11,036 |
Prepaid expenses and other | 3,525 | 6,605 |
Total current assets | 64,846 | 52,813 |
Property and equipment, net | 774,211 | 649,967 |
Investments in unconsolidated joint ventures | ' | 1,010 |
Other assets, net | 40,696 | 41,759 |
Total assets | 879,753 | 745,549 |
Current liabilities: | ' | ' |
Accounts payable | 4,052 | 3,813 |
Accounts payable to affiliates | 11 | 1 |
Accrued expenses | 32,524 | 29,321 |
Current portion of notes payable | 37,636 | 11,918 |
Current portion of deferred income | 13,376 | 11,215 |
Current portion of capital lease and financing obligations | 981 | 948 |
Customer deposits | 1,606 | 1,489 |
Total current liabilities | 90,186 | 58,705 |
Deferred income | 16,464 | 18,021 |
Capital lease and financing obligations, net of current portion | 40,430 | 41,093 |
Deferred taxes | 441 | 845 |
Other long-term liabilities | 1,459 | 1,559 |
Notes payable, net of current portion | 587,285 | 467,376 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, $.01 par value: Authorized shares - 15,000; no shares issued or outstanding | 0 | 0 |
Common stock, $.01 par value: Authorized shares - 65,000; issued and outstanding shares - 29,095 and 28,845 in 2014 and 2013, respectively | 294 | 292 |
Additional paid-in capital | 149,482 | 143,721 |
Retained (deficit) earnings | -5,354 | 14,871 |
Treasury stock, at cost - 350 shares | -934 | -934 |
Total shareholders' equity | 143,488 | 157,950 |
Total liabilities and shareholders' equity | $879,753 | $745,549 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 29,095,000 | 28,845,000 |
Common stock, shares outstanding | 29,095,000 | 28,845,000 |
Treasury stock, shares | 350,000 | 350,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Resident and health care revenue | $98,466 | $86,333 | $280,240 | $256,409 |
Affiliated management services revenue | ' | 205 | 415 | 586 |
Community reimbursement revenue | 17 | 1,445 | 3,110 | 4,432 |
Total revenues | 98,483 | 87,983 | 283,765 | 261,427 |
Expenses: | ' | ' | ' | ' |
Operating expenses (exclusive of facility lease expense and depreciation and amortization expense shown below) | 59,992 | 52,936 | 171,268 | 154,186 |
General and administrative expenses | 5,515 | 5,026 | 15,137 | 15,029 |
Facility lease expense | 14,841 | 14,274 | 44,524 | 42,813 |
Stock-based compensation expense | 1,599 | 869 | 5,676 | 3,158 |
Depreciation and amortization | 13,840 | 10,533 | 35,607 | 33,183 |
Community reimbursement expense | 17 | 1,445 | 3,110 | 4,432 |
Total expenses | 95,804 | 85,083 | 275,322 | 252,801 |
Income from operations | 2,679 | 2,900 | 8,443 | 8,626 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 12 | 17 | 40 | 138 |
Interest expense | -8,255 | -5,943 | -22,785 | -17,321 |
Write-off of deferred loan costs and prepayment premiums | ' | ' | -6,979 | ' |
Joint venture equity investment valuation gain | ' | ' | 1,519 | ' |
(Loss) Gain on disposition of assets, net | -1 | 13 | -11 | 12 |
Equity in earnings of unconsolidated joint ventures, net | ' | 43 | 105 | 76 |
Other income | 5 | 10 | 22 | 28 |
Loss before provision for income taxes | -5,560 | -2,960 | -19,646 | -8,441 |
Provision for income taxes | -199 | -7,003 | -579 | -5,668 |
Net loss | -5,759 | -9,963 | -20,225 | -14,109 |
Per share data: | ' | ' | ' | ' |
Basic net loss per share | ($0.20) | ($0.35) | ($0.70) | ($0.49) |
Diluted net loss per share | ($0.20) | ($0.35) | ($0.70) | ($0.49) |
Weighted average shares outstanding - basic | 28,371 | 27,911 | 28,273 | 27,769 |
Weighted average shares outstanding - diluted | 28,371 | 27,911 | 28,273 | 27,769 |
Comprehensive loss | ($5,759) | ($9,963) | ($20,225) | ($14,109) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating Activities | ' | ' |
Net loss | ($20,225) | ($14,109) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 35,607 | 33,183 |
Amortization of deferred financing charges | 999 | 822 |
Amortization of deferred lease costs and lease intangibles | 922 | 978 |
Deferred income | 604 | -344 |
Deferred income taxes | ' | 5,505 |
Write-off of deferred loan costs and prepayment premiums | 6,979 | ' |
Joint venture equity investment valuation gain | -1,519 | ' |
Loss (Gain) on disposition of assets, net | 11 | -12 |
Equity in earnings of unconsolidated joint ventures | -105 | -76 |
Provision for bad debts | 517 | 330 |
Stock-based compensation expense | 5,676 | 3,158 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -2,481 | 241 |
Accounts receivable from affiliates | 410 | 433 |
Property tax and insurance deposits | 376 | -1,058 |
Prepaid expenses and other | 3,080 | -867 |
Other assets | 756 | -3,101 |
Accounts payable | 249 | -4,424 |
Accrued expenses | 3,203 | 4,142 |
Federal and state income taxes receivable/payable | -91 | 3,523 |
Customer deposits | 117 | -22 |
Net cash provided by operating activities | 35,085 | 28,302 |
Investing Activities | ' | ' |
Capital expenditures | -13,394 | -9,888 |
Cash paid for acquisitions | -145,555 | -53,741 |
Proceeds from disposition of assets | 4 | 18 |
Proceeds from SHPIII/CSL Transaction | 2,532 | ' |
Distributions from unconsolidated joint ventures | 102 | 97 |
Net cash used in investing activities | -156,311 | -63,514 |
Financing Activities | ' | ' |
Proceeds from notes payable | 267,685 | 56,939 |
Repayments of notes payable | -128,553 | -20,534 |
Increase in restricted cash | -43 | -1,239 |
Cash payments for capital lease and financing obligations | -630 | -558 |
Cash proceeds from the issuance of common stock | 169 | 2,761 |
Excess tax benefits on stock option exercised | -82 | -1,445 |
Deferred financing charges paid | -3,115 | -684 |
Net cash provided by financing activities | 135,431 | 35,240 |
Increase in cash and cash equivalents | 14,205 | 28 |
Cash and cash equivalents at beginning of period | 13,611 | 18,737 |
Cash and cash equivalents at end of period | 27,816 | 18,765 |
Cash paid during the period for: | ' | ' |
Interest | 20,873 | 16,058 |
Income taxes | $714 | $677 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
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 and manages senior living communities in geographically concentrated regions throughout the United States. As of September 30, 2014, the Company operated 116 senior living communities in 26 states with an aggregate capacity of approximately 15,000 residents, including 66 senior living communities which the Company owned and 50 senior living communities that the Company leased. As of September 30, 2014, 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, 2013, has been derived from audited consolidated financial statements of the Company for the year ended December 31, 2013, and the accompanying unaudited consolidated financial statements, as of and for the three and nine month periods ended September 30, 2014 and 2013, 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, 2013, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014. | |
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, 2014, results of operations for the three and nine month periods ended September 30, 2014 and 2013, and cash flows for the nine month periods ended September 30, 2014 and 2013. The results of operations for the three and nine month periods ended September 30, 2014, are not necessarily indicative of the results for the year ending December 31, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
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 | |||||||||||||||||
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 | |||||||||||||||||
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, 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 | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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): | |||||||||||||||||
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 | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 28,371 | 27,911 | 28,273 | 27,769 | |||||||||||||
Basic net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
Diluted net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
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 | |||||||||||||||||
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. | |||||||||||||||||
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. | |||||||||||||||||
Transactions_with_Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2014 | |
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, LLC (“SHPIII/CSL Miami”) to develop a senior housing community in Miamisburg, Ohio. Under the joint venture and related agreements, the Company earned development and management fees and could receive incentive distributions. The Company had contributed $0.8 million to SHPIII/CSL Miami for its 10% interest. The Company accounted 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 $8,500 and $(600) during the six month periods ended June 30, 2014 and 2013, respectively. In addition, the Company earned $0.1 million in management fees on the SHPIII/CSL Miami community in each of the six month periods ended June 30, 2014 and 2013. On June 30, 2014, the Company acquired 100% of the member interests in SHPIII/CSL Miami. For additional information refer to Note 4, “Acquisitions.” | |
SHPIII/CSL Richmond Heights | |
In November 2007, the Company with SHPIII formed SHPIII/CSL Richmond Heights, LLC (“SHPIII/CSL Richmond Heights”) to develop a senior housing community in Richmond Heights, Ohio. Under the joint venture and related agreements, the Company earned development and management fees and could receive incentive distributions. The Company had contributed $0.8 million to SHPIII/CSL Richmond Heights for its 10% interest. The Company accounted 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 $70,700 and $23,700 during the six month periods ended June 30, 2014 and 2013, respectively. In addition, the Company earned $0.2 million and $0.1 million in management fees on the SHPIII/CSL Richmond Heights community during the six month periods ended June 30, 2014 and 2013, respectively. On June 30, 2014, the Company acquired 100% of the member interests in SHPIII/CSL Richmond Heights. For additional information refer to Note 4, “Acquisitions.” | |
SHPIII/CSL Levis Commons | |
In December 2007, the Company with SHPIII formed SHPIII/CSL Levis Commons, LLC (“SHPIII/CSL Levis Commons”) to develop a senior housing community near Toledo, Ohio. Under the joint venture and related agreements, the Company earned development and management fees and could receive incentive distributions. The Company had contributed $0.8 million to SHPIII/CSL Levis Commons for its 10% interest. The Company accounted for its investment in SHPIII/CSL Levis Commons under the equity method of accounting and recognized earnings in the equity of SHPIII/CSL Levis Commons of $25,400 and $9,900 during the six month periods ended June 30, 2014 and 2013, respectively. In addition, the Company earned $0.1 million in management fees on the SHPIII/CSL Levis Commons community in each of the six month periods ended June 30, 2014 and 2013. On June 30, 2014, the Company acquired 100% of the member interests in SHPIII/CSL Levis Commons. For additional information refer to Note 4, “Acquisitions.” |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
4. ACQUISITIONS | |
Fiscal 2014 | |
Effective August 27, 2014, the Company closed the acquisition of one senior living community located in Plymouth, Wisconsin, for approximately $13.5 million (the “Plymouth Transaction”). The community consists of 69 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 $10.4 million of the acquisition price at a fixed rate of 4.70% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective August 4, 2014, the Company closed the acquisition of one senior living community located in Roanoke, Virginia, for approximately $16.8 million (the “Roanoke Transaction”). The community consists of 60 assisted living units and 34 independent 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 $12.9 million of the acquisition price at a fixed rate of 4.59% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective August 4, 2014, the Company closed the acquisition of one senior living community located in Oshkosh, Wisconsin, for approximately $17.1 million (the “Oshkosh Transaction”). The community consists of 90 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 $13.2 million of the acquisition price at a fixed rate of 4.59% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective June 30, 2014, the Company acquired 100% of the members’ equity interests in SHPIII/CSL Miami, SHPIII/CSL Richmond Heights, and SHPIII/CSL Levis Commons for approximately $83.6 million (the “SHPIII/CSL Transaction”). Prior to the acquisition, Senior Housing Partners III, a fund managed by Prudential Investment Management Inc. (“Prudential Investment”) maintained a 90% equity interest in each joint venture with the remaining 10% equity interest in each joint venture held by wholly owned subsidiaries of the Company. Based on the Company acquiring the remaining ownership interests of the joint ventures, the Company concluded the acquisition took the form of a “step-acquisition” or a “business combination achieved in stages.” Further, with the Company obtaining complete ownership of the joint ventures, the act of obtaining control triggered the application of the acquisition model in Accounting Standards Codification (“ASC”) 805, Business Combinations, which resulted in the new equity ownership interest being remeasured at fair value and the acquired assets and assumed liabilities measured at their full fair values. The remeasurement fair value of the equity interests were determined based on the cash proceeds, including incentive distributions, received by the Company in accordance with each respective joint venture partnership agreement. Accordingly, the Company recognized a gain of approximately $1.5 million during the second quarter of fiscal 2014 which was reflected as a joint venture equity investment valuation gain within the Company’s Consolidated Statements of Operations and Comprehensive Loss. | |
On June 30, 2014, in conjunction with the SHPIII/CSL Transaction, the Company obtained $16.4 million of mortgage debt from Fannie Mae for the acquisition of SHPIII/CSL Miami. The new mortgage loan has a 10-year term with a fixed interest rate of 4.30% and the principal amortized over a 30-year term. The Company also obtained $23.7 million of mortgage debt from Fannie Mae for the acquisition of SHPIII/CSL Richmond Heights. The new mortgage loan has a 10-year term with a fixed interest rate of 4.48% and the principal amortized over a 30-year term. The Company obtained interim, interest only, financing of $21.6 million from Wells Fargo Bank, N.A. (“Wells Fargo”) for the acquisition of SHPIII/CSL Levis Commons with a variable interest rate of LIBOR plus 2.75% and a 24-month term. The balance of the acquisition price was paid from the Company’s existing cash resources. 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. | |
Effective March 26, 2014, the Company closed the acquisition of one senior living community located in Lambertville, Michigan, for $14.6 million (the “Aspen Grove Transaction”). The community consists of 78 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 $11.0 million of the acquisition price at a fixed rate of 5.43% with a 12-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 $132.9 million and other assets of approximately $12.7 million, primarily consisting of in-place lease intangibles, within the Company’s Consolidated Balance Sheets which will be depreciated or amortized over the estimated useful lives. | |
Fiscal 2013 | |
Effective December 24, 2013, the Company closed the acquisition of three senior living communities located in Plainfield, Fort Wayne, and Charlestown, Indiana, for $57.0 million (the “Indiana Transaction”). The communities consist of 48 independent living units and 304 assisted living units. 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 Company obtained financing from Fannie Mae for approximately $43.7 million of the acquisition price at fixed rates of 5.56% with 10-year terms with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective December 24, 2013, the Company closed the acquisition of one senior living community located in Spartanburg, South Carolina, for approximately $7.9 million (the “Dillon Pointe Transaction”). The community consists of 36 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 $5.6 million of the acquisition price at a fixed rate of 5.56% with a 10-year term with the balance of the acquisition price paid from the Company’s existing cash resources. | |
Effective October 31, 2013, the Company closed the acquisition of one senior living community located in Milford, Massachusetts, for approximately $15.8 million (the “Whitcomb House Transaction”). The community consists of 68 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 $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. | |
Effective October 23, 2013, the Company closed the acquisition of one senior living community located in Fitchburg, Wisconsin, for approximately $16.0 million (the “Fitchburg Transaction”). The community consists of 82 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 $11.9 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. | |
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 Commercial Mortgage LLC (“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, the Company recorded additions to property and equipment of approximately $135.4 million and other assets of approximately $15.1 million, primarily consisting of in-place lease intangibles, 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, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt Transactions | ' |
5. DEBT TRANSACTIONS | |
On August 27, 2014, in conjunction with the Plymouth Transaction, the Company obtained $10.4 million of mortgage debt from Fannie Mae. The new mortgage loan has a 10-year term with a 4.70% 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 10 years. | |
On August 4, 2014, in conjunction with the Roanoke Transaction, the Company obtained $12.9 million of mortgage debt from Fannie Mae. The new mortgage loan has a 10-year term with a 4.59% fixed interest rate and the principal amortized over a 30-year term and is cross-collateralized and cross-defaulted with the mortgage debt obtained in conjunction with the Oshkosh Transaction. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over 10 years. | |
On August 4, 2014, in conjunction with the Oshkosh Transaction, the Company obtained $13.2 million of mortgage debt from Fannie Mae. The new mortgage loan has a 10-year term with a 4.59% fixed interest rate and the principal amortized over a 30-year term and is cross-collateralized and cross-defaulted with the mortgage debt obtained in conjunction with the Roanoke Transaction. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which is being amortized over 10 years. | |
On June 30, 2014, in conjunction with the SHPIII/CSL Transaction, the Company obtained $16.4 million of mortgage debt from Fannie Mae for the acquisition of SHPIII/CSL Miami. The new mortgage loan has a 10-year term with a fixed interest rate of 4.30% and the principal amortized over a 30-year term. The Company also obtained $23.7 million of mortgage debt from Fannie Mae for the acquisition of SHPIII/CSL Richmond Heights. The new mortgage loan has a 10-year term with a fixed interest rate of 4.48% and the principal amortized over a 30-year term. The Company obtained interim, interest only, financing of $21.6 million from Wells Fargo for the acquisition of SHPIII/CSL Levis Commons with a variable interest rate of LIBOR plus 2.75% and a 24-month term. The Company incurred approximately $0.5 million in deferred financing costs related to these loans, which are being amortized over the respective loan terms. | |
On June 27, 2014, the Company refinanced mortgage loans totaling approximately $111.9 million from Freddie Mac associated with 15 of its senior living communities (the “Freddie Mac Refinance”). The Company obtained approximately $135.5 million of mortgage debt for 12 of the senior living communities from Fannie Mae. These new mortgage loans have 10-year terms with fixed interest rates of 4.24% and the principal amortized over 30-years. The Company obtained interim, interest only, financing of $9.3 million from Berkadia Commercial Mortgage LLC (“Berkadia”) for two of the senior living communities with a variable interest rate of LIBOR plus 4.50% and a 12-month term. The Company also obtained interim, interest only, financing of $11.8 million from Berkadia for one of the senior living communities with a variable interest rate of LIBOR plus 4.50% and a 24-month term. The Company incurred approximately $1.7 million in deferred financing costs related to these loans, which are being amortized over the respective loan terms. As a result of the refinance, the Company received approximately $36.5 million in cash proceeds. As a result of the early repayment of the existing mortgage debt with Freddie Mac, the Company accelerated the amortization of approximately $0.5 million in unamortized deferred financing costs and incurred a prepayment premium of approximately $6.5 million. | |
On May 31, 2014, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.7 million. The finance agreement has a fixed interest rate of 1.92% with principal being repaid over a 9-month term. | |
On March 26, 2014, in conjunction with the Aspen Grove Transaction, the Company obtained $11.0 million of mortgage debt from Fannie Mae. The new mortgage loan has a 12-year term with a 5.43% 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 March 25, 2011, 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, 2014 and December 31, 2013, these communities carried a total net book value of approximately $723.6 million and $601.2 million, respectively, with total mortgage loans outstanding of approximately $623.9 million and $476.2 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, 2014 and December 31, 2013, the Company had gross deferred loan costs of approximately $8.4 million and $7.7 million, respectively. Accumulated amortization was approximately $2.2 million and $3.2 million at September 30, 2014 and December 31, 2013, 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, 2014 and December 31, 2013. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Equity | ' |
6. 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 Company’s board of directors 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, 2014 and December 31, 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, 2014 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||
7. STOCK-BASED COMPENSATION | |||||||||||||||||||||||||
The Company recognizes compensation expense for share-based stock awards to certain employees and directors, 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 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 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 more closely align 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, 2014, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Exercised | Forfeited | Outstanding at | Options | ||||||||||||||||||||
Beginning of | End of Period | Exercisable | |||||||||||||||||||||||
Period | |||||||||||||||||||||||||
Shares | 19,000 | — | 13,000 | — | 6,000 | 6,000 | |||||||||||||||||||
Weighted average exercise price per share | $ | 7.1 | $ | — | $ | 6.48 | $ | — | $ | 8.44 | $ | 8.44 | |||||||||||||
The options outstanding and the options exercisable at September 30, 2014, each had an intrinsic value of approximately $0.1 million. | |||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||
The Company may grant restricted stock awards to certain employees, officers, and directors in order to attract, retain, and provide incentives for such individuals and to more closely align 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, 2014, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Vested | Forfeited/Cancelled | Outstanding at | |||||||||||||||||||||
Beginning of Period | End of Period | ||||||||||||||||||||||||
Shares | 870,217 | 341,716 | 392,047 | 104,643 | 715,243 | ||||||||||||||||||||
The restricted stock outstanding at September 30, 2014, had an intrinsic value of approximately $15.2 million. | |||||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company granted 341,716 shares of restricted common stock to certain employees and directors of the Company, of which 121,667 shares were subject to performance-based vesting conditions. The average market value of the common stock on the date of grant was $25.41. These awards of restricted shares vest over a one to four-year period and had an intrinsic value of approximately $8.7 million on the date of grant. During the nine months ended September 30, 2014, the Company cancelled 104,643 shares of restricted common stock granted of which 15,000 shares related to forfeitures associated with certain employee separations from the Company and the remaining 89,643 shares related to stock awards for which certain performance-based vesting conditions had not been met. | |||||||||||||||||||||||||
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 assumption used by the Company, which affects the expense recognized as opposed to the fair value of the awards, is 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 2014 and 2013. | |||||||||||||||||||||||||
The Company has total stock-based compensation expense, including estimated forfeitures, of $8.4 million, which was not recognized as of September 30, 2014, and expects this expense to be recognized over approximately a one to four-year period. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
8. 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, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
9. FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
The carrying amounts and fair values of financial instruments at September 30, 2014, and December 31, 2013, are as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Amount | Amount | ||||||||||||||||
Cash and cash equivalents | $ | 27,816 | $ | 27,816 | $ | 13,611 | $ | 13,611 | |||||||||
Restricted cash | 11,468 | 11,468 | 11,425 | 11,425 | |||||||||||||
Notes payable | 624,921 | 601,472 | 479,294 | 459,708 | |||||||||||||
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. |
Summary_of_Significant_Account1
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 | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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): | |||||||||||||||||
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 | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 28,371 | 27,911 | 28,273 | 27,769 | |||||||||||||
Basic net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
Diluted net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except for per share amounts): | |||||||||||||||||
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 | — | — | — | — | |||||||||||||
Weighted average shares outstanding – diluted | 28,371 | 27,911 | 28,273 | 27,769 | |||||||||||||
Basic net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
Diluted net loss per share | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.70 | ) | $ | (0.49 | ) | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based 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, 2014, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Exercised | Forfeited | Outstanding at | Options | ||||||||||||||||||||
Beginning of | End of Period | Exercisable | |||||||||||||||||||||||
Period | |||||||||||||||||||||||||
Shares | 19,000 | — | 13,000 | — | 6,000 | 6,000 | |||||||||||||||||||
Weighted average exercise price per share | $ | 7.1 | $ | — | $ | 6.48 | $ | — | $ | 8.44 | $ | 8.44 | |||||||||||||
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, 2014, is presented below: | |||||||||||||||||||||||||
Outstanding at | Granted | Vested | Forfeited/Cancelled | Outstanding at | |||||||||||||||||||||
Beginning of | End of Period | ||||||||||||||||||||||||
Period | |||||||||||||||||||||||||
Shares | 870,217 | 341,716 | 392,047 | 104,643 | 715,243 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Carrying Amounts and Fair Values of Financial Instruments | ' | ||||||||||||||||
The carrying amounts and fair values of financial instruments at September 30, 2014, and December 31, 2013, are as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Amount | Amount | ||||||||||||||||
Cash and cash equivalents | $ | 27,816 | $ | 27,816 | $ | 13,611 | $ | 13,611 | |||||||||
Restricted cash | 11,468 | 11,468 | 11,425 | 11,425 | |||||||||||||
Notes payable | 624,921 | 601,472 | 479,294 | 459,708 |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | Sep. 30, 2014 |
Resident | |
Independent_Living_Unit | |
Community | |
State | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Senior living communities operated by company | 116 |
Number of states in which senior living communities operated | 26 |
Aggregate capacity of residents in company operated senior living communities | 15,000 |
Senior living communities owned by company | 66 |
Senior living communities on lease by company | 50 |
Number of home care agency | 1 |
Summary_of_Significant_Account3
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Community | Community | Community | ||
JointVenture | JointVenture | |||
Accounting Policies [Abstract] | ' | ' | ' | ' |
Number of unconsolidated joint ventures in which company owns interest | 3 | ' | 3 | ' |
Percentage of member interest in joint ventures | 100.00% | ' | 100.00% | ' |
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 | $0.40 | ' | $0.40 | ' |
Net deferred tax liabilities | 0.4 | ' | 0.4 | ' |
Texas communities consolidated | 36 | 36 | ' | ' |
Deferred tax assets valuation allowance | 2.1 | 7.5 | 2.1 | 7.5 |
Adjustment to valuation allowance | $16.30 | $7.50 | ' | ' |
Uncertain tax position maximum percentage | ' | ' | 50.00% | ' |
Outstanding unvested restricted stock | 715,000 | 884,000 | 725,000 | 887,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
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 | 0 | 0 | 0 | 0 |
Weighted average shares outstanding - diluted | 28,371 | 27,911 | 28,273 | 27,769 |
Basic net loss per share | ($0.20) | ($0.35) | ($0.70) | ($0.49) |
Diluted net loss per share | ($0.20) | ($0.35) | ($0.70) | ($0.49) |
Transactions_with_Affiliates_A
Transactions with Affiliates - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 31-May-07 | Jun. 30, 2014 | Jun. 30, 2013 | Nov. 30, 2007 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2007 | Jun. 30, 2014 | Jun. 30, 2013 | |
SHPIII/CSL Miami [Member] | SHPIII/CSL Miami [Member] | SHPIII/CSL Miami [Member] | 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] | ||||
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 | 105,000 | 76,000 | ' | 8,500 | -600 | ' | 70,700 | 23,700 | ' | 25,400 | 9,900 |
Affiliated management services revenue | $205,000 | $415,000 | $586,000 | ' | $100,000 | $100,000 | ' | $200,000 | $100,000 | ' | $100,000 | $100,000 |
Percentage of member interest | ' | 100.00% | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | 100.00% | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
Sep. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 27, 2014 | Mar. 26, 2014 | Mar. 26, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | |
SHPIII/CSL Transaction [Member] | SHPIII/CSL Miami [Member] | SHPIII/CSL Richmond Heights [Member] | SHPIII/CSL Levis Commons [Member] | Plymouth Transaction [Member] | Aspen Grove Transaction [Member] | Aspen Grove Transaction [Member] | Roanoke Transaction [Member] | Oshkosh Transaction [Member] | ||||
Assisted_Living_Unit | Assisted_Living_Unit | Community | Assisted_Living_Unit | Assisted_Living_Unit | ||||||||
Community | Community | Independent_Living_Unit | Community | |||||||||
Community | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisition closed | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | 1 | 1 |
Acquisition cost | ' | ' | ' | ' | ' | ' | ' | $13,500,000 | ' | $14,600,000 | $16,800,000 | $17,100,000 |
Number of assisted living units | ' | ' | ' | ' | ' | ' | ' | 69 | 78 | ' | 60 | 90 |
Transaction cost of acquisition | ' | ' | ' | ' | ' | ' | ' | 100,000 | 200,000 | ' | 200,000 | 100,000 |
Long term finance of Fannie Mae | ' | ' | ' | ' | ' | ' | ' | 10,400,000 | ' | 11,000,000 | 12,900,000 | 13,200,000 |
Long term fixed rate of Fannie Mae | ' | ' | ' | ' | 4.30% | 4.48% | ' | 4.70% | ' | 5.43% | 4.59% | 4.59% |
Maximum period for expansion of permanent financing | ' | ' | ' | ' | ' | ' | '24 months | '10 years | '12 years | ' | '10 years | '10 years |
Number of independent living units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34 | ' |
Percentage of member's equity interest | 100.00% | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' |
Amount of equity interest | ' | ' | ' | 83,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity interest in joint venture | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity interest owned by company | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investment valuation gain | 1,519,000 | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage debt from acquisition | 623,900,000 | 476,200,000 | ' | ' | 16,400,000 | 23,700,000 | ' | ' | ' | ' | ' | ' |
Term period of mortgage loans | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' |
Term period of principal amortized | ' | ' | ' | ' | '30 years | '30 years | ' | ' | ' | ' | ' | ' |
Interim financing obtained for acquisition | ' | ' | ' | ' | ' | ' | 21,600,000 | ' | ' | ' | ' | ' |
Interim financing variable rate | ' | ' | ' | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' |
Interim financing variable rate description | ' | ' | ' | ' | ' | ' | 'LIBOR plus 2.75% | ' | ' | ' | ' | ' |
Transaction cost related to acquisition | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additions to property and equipment | 132,900,000 | 135,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible asset acquired in place leases during period | $12,700,000 | $15,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Additional_Inform1
Acquisitions - Additional Information 1 (Detail) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Dec. 24, 2013 | Dec. 24, 2013 | Dec. 24, 2013 | Dec. 24, 2013 | Oct. 31, 2013 |
Anderson, Indiana [Member] | Anderson, Indiana [Member] | Dillon Pointe Transaction [Member] | Dillon Pointe Transaction [Member] | Whitcomb House Transaction [Member] | |
Assisted_Living_Unit | Community | Assisted_Living_Unit | Community | Assisted_Living_Unit | |
Independent_Living_Unit | Community | Community | |||
Community | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Number of acquisition closed | ' | 3 | ' | 1 | 1 |
Acquisition cost | ' | $57 | ' | $7.90 | $15.80 |
Number of independent living units | 48 | ' | ' | ' | ' |
Number of assisted living units | 304 | ' | 36 | ' | 68 |
Transaction cost of acquisition | 0.3 | ' | 0.1 | ' | 0.2 |
Long term finance of Fannie Mae | ' | $43.70 | ' | $5.60 | $11.90 |
Long term fixed rate of Fannie Mae | ' | 5.56% | ' | 5.56% | 5.38% |
Maximum period for expansion of permanent financing | '10 years | ' | '10 years | ' | '10 years |
Acquisitions_Additional_Inform2
Acquisitions - Additional Information 2 (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Oct. 23, 2013 | Sep. 05, 2013 | Jun. 28, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Fitchburg Transaction [Member] | Middletown Transaction [Member] | Autumn Glen Transaction [Member] | Autumn Glen Transaction [Member] | Oakwood Transaction [Member] | Oakwood Transaction [Member] | |
Assisted_Living_Unit | Assisted_Living_Unit | Assisted_Living_Unit | Assisted_Living_Unit | |||
Community | Community | Community | Community | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Acquisition cost | $16 | $9.90 | $6.30 | ' | $11.80 | ' |
Number of acquisition closed | 1 | 1 | 1 | ' | 1 | ' |
Number of assisted living units | 82 | 61 | 52 | ' | 64 | ' |
Transaction cost of acquisition | 0.1 | 0.1 | 0.1 | ' | 0.1 | ' |
Long term finance of Fannie Mae | 11.9 | 7.6 | ' | ' | ' | ' |
Long term fixed rate of Fannie Mae | 5.50% | 5.93% | ' | ' | ' | ' |
Maximum period for expansion of permanent financing | '10 years | ' | ' | ' | ' | ' |
Interim financing obtained for acquisition | ' | ' | $4.60 | ' | $8.50 | ' |
Interim financing variable rate | ' | ' | 3.75% | ' | 3.75% | ' |
Maturity date of financing | ' | ' | 10-Jul-15 | ' | 10-Oct-15 | ' |
Interim financing variable rate description | ' | ' | ' | 'LIBOR plus 3.75% | ' | 'LIBOR plus 3.75% |
Term period of mortgage loans | ' | '10 years | ' | ' | ' | ' |
Acquisitions_Additional_Inform3
Acquisitions - Additional Information 3 (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | 31-May-13 | Mar. 07, 2013 |
Vintage Transaction [Member] | Elkhorn Transaction [Member] | |||
Independent_Living_Unit | Assisted_Living_Unit | |||
Assisted_Living_Unit | Community | |||
Community | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition cost | ' | ' | $19.10 | $6.70 |
Number of acquisition closed | ' | ' | 1 | 1 |
Number of independent living units | ' | ' | 22 | ' |
Number of assisted living units | ' | ' | 80 | 64 |
Transaction cost of acquisition | ' | ' | 0.1 | 0.1 |
Long term finance of Fannie Mae | ' | ' | 14.5 | 4 |
Long term fixed rate of Fannie Mae | ' | ' | 5.30% | 4.66% |
Maximum period for expansion of permanent financing | ' | ' | '12 years | '10 years |
Additions to property and equipment | 132.9 | 135.4 | ' | ' |
Finite lived intangible asset acquired in place leases during period | $12.70 | $15.10 | ' | ' |
Debt_Transactions_Additional_I
Debt Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||
In Millions, unless otherwise specified | Jun. 27, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 25, 2011 | Sep. 10, 2010 | Apr. 16, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 27, 2014 | Jun. 27, 2014 | 31-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Aug. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Sep. 30, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Mar. 26, 2014 | Mar. 26, 2014 | Mar. 26, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 |
Community | SHPIII/CSL Miami [Member] | SHPIII/CSL Richmond Heights [Member] | SHPIII/CSL Levis Commons [Member] | SHPIII/CSL Levis Commons [Member] | Plymouth Transaction [Member] | Freddie Mac [Member] | Financing Agreement [Member] | 4.30% [Member] | 4.48% [[Member] | 4.24% [Member] | 4.24% [Member] | 4.70% [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Berkadia Commercial Mortgage [Member] | Aspen Grove Transaction [Member] | Aspen Grove Transaction [Member] | Aspen Grove Transaction [Member] | Roanoke Transaction [Member] | Roanoke Transaction [Member] | Oshkosh Transaction [Member] | Oshkosh Transaction [Member] | ||||||
London Interbank Offered Rate (LIBOR) [Member] | 15 Senior Living Community [Member] | SHPIII/CSL Miami [Member] | SHPIII/CSL Richmond Heights [Member] | Fannie Mae [Member] | Fannie Mae [Member] | Plymouth Transaction [Member] | 2 Senior Living Community [Member] | 1 Senior Living Community [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | 5.43% [Member] | 5.43% [Member] | 4.59% [Member] | 4.59% [Member] | |||||||||||||||
Community | 12 Senior Living Community [Member] | Community | Community | 2 Senior Living Community [Member] | 1 Senior Living Community [Member] | |||||||||||||||||||||||||
Community | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage debt | ' | $623.90 | $476.20 | ' | ' | ' | $16.40 | $23.70 | ' | ' | ' | $111.90 | ' | $16.40 | $23.70 | ' | $135.50 | $10.40 | ' | ' | ' | ' | ' | ' | ' | $11 | ' | $12.90 | ' | $13.20 |
Mortgage loans term | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | '10 years | '10 years | '10 years | ' | '10 years | ' | ' | ' | ' | ' | ' | '12 years | ' | ' | '10 years | ' | '10 years |
Fixed interest rate | ' | ' | ' | ' | ' | ' | 4.30% | 4.48% | ' | ' | 4.70% | ' | ' | 4.30% | 4.48% | 4.24% | ' | 4.70% | ' | ' | ' | ' | ' | 5.43% | ' | 5.43% | 4.59% | 4.59% | 4.59% | 4.59% |
Term period for principle amortization | ' | ' | ' | ' | ' | ' | '30 years | '30 years | ' | ' | ' | ' | ' | '30 years | '30 years | '30 years | ' | '30 years | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | '30 years | ' | '30 years |
Deferred financing cost | 1.7 | 8.4 | 7.7 | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | ' | ' | ' | ' | ' | ' | 0.2 | ' | 0.1 | ' | 0.1 |
Deferred financing costs amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | '12 years | ' | ' | '10 years | ' | '10 years |
Interim financing obtained for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 21.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.3 | 11.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interim financing variable rate description | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 2.75% | 'LIBOR plus 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR plus 4.5% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interim financing variable rate | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | 4.50% | ' | ' | ' | ' | ' | ' | ' |
Interim financing term | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | '9 months | ' | ' | ' | ' | ' | '12 months | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior living communities operated by company | ' | 116 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | 12 | ' | 2 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred financing cost | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment premium | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds | 36.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewed insurance policies and finance agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit | ' | ' | ' | 2.6 | 2.2 | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value of housing communities | ' | 723.6 | 601.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated amortization | ' | $2.20 | $3.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2009 | Dec. 31, 2013 | Jan. 22, 2009 |
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 | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | 8-May-07 | 8-May-07 | Sep. 30, 2014 | |
2007 Omnibus Stock and Incentive Plan [Member] | 1997 Plan [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Authorized shares of common stock | ' | ' | 2,600,000 | ' | ' |
Additional shares granted | ' | ' | ' | 0 | ' |
Stock options vesting period, Minimum | '1 year | ' | ' | ' | ' |
Stock options vesting period, Maximum | '5 years | ' | ' | ' | ' |
Intrinsic value of stock options outstanding and exercisable | $100,000 | ' | ' | ' | ' |
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, intrinsic value | ' | ' | ' | ' | 15,200,000 |
Restricted common stock, Granted | ' | ' | ' | ' | 341,716 |
Performance-based restricted stock, Granted | ' | ' | ' | ' | 121,667 |
Average market value of common stock awarded to certain employees of company | $25.41 | ' | ' | ' | ' |
Restricted stock award vesting period, Minimum | ' | ' | ' | ' | '1 year |
Restricted stock award vesting period, Maximum | ' | ' | ' | ' | '4 years |
Restricted stock outstanding | 8,700,000 | ' | ' | ' | ' |
Number of shares cancelled | ' | ' | ' | ' | 104,643 |
Shares related to forfeiture | ' | ' | ' | ' | 15,000 |
Shares related to stock awards | ' | ' | ' | ' | 89,643 |
Expected dividend yield | 0.00% | ' | ' | ' | ' |
Stock option issued | 0 | 0 | ' | ' | ' |
Stock based compensation expense including forfeitures which was not recognized | $8,400,000 | ' | ' | ' | ' |
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, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Shares, Outstanding at Beginning of Period | 19,000 |
Shares, Granted | 0 |
Shares, Exercised | 13,000 |
Shares, Forfeited | 0 |
Shares, Outstanding at End of Period | 6,000 |
Shares, Options Exercisable | 6,000 |
Weighted average exercise price per share, Outstanding at Beginning of Period | $7.10 |
Weighted average exercise price per share, Granted | $0 |
Weighted average exercise price per share, Exercised | $6.48 |
Weighted average exercise price per share, Forfeited | $0 |
Weighted average exercise price per share, Outstanding at End of Period | $8.44 |
Weighted average exercise price per share, Options Exercisable | $8.44 |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Awards Activity and Related Information (Detail) (Restricted Stock [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares, Outstanding at Beginning of Period | 870,217 |
Shares, Granted | 341,716 |
Shares, Vested | 392,047 |
Shares, Forfeited/Cancelled | 104,643 |
Shares, Outstanding at End of Period | 715,243 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Carrying Amounts and Fair Values of Financial Instruments (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Amount [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | $27,816 | $13,611 |
Restricted cash | 11,468 | 11,425 |
Notes payable | 624,921 | 479,294 |
Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Cash and cash equivalents | 27,816 | 13,611 |
Restricted cash | 11,468 | 11,425 |
Notes payable | $601,472 | $459,708 |