Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NATIONAL HEALTHCARE CORP | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 14,251,756 | |
Amendment Flag | false | |
Entity Central Index Key | 1,047,335 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Interim Condensed Consolidated
Interim Condensed Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Net patient revenues | $ 214,433,000 | $ 205,632,000 | $ 426,494,000 | $ 405,401,000 |
Other revenues | 10,469,000 | 10,923,000 | 20,815,000 | 21,685,000 |
Net operating revenues | 224,902,000 | 216,555,000 | 447,309,000 | 427,086,000 |
Cost and Expenses: | ||||
Salaries, wages and benefits | 131,914,000 | 125,614,000 | 257,630,000 | 245,339,000 |
Other operating | 57,467,000 | 55,696,000 | 117,214,000 | 111,438,000 |
Facility rent | 9,981,000 | 9,913,000 | 19,966,000 | 19,799,000 |
Depreciation and amortization | 9,236,000 | 8,605,000 | 18,169,000 | 16,505,000 |
Interest | 598,000 | 644,000 | 1,188,000 | 934,000 |
Total costs and expenses | 209,196,000 | 200,472,000 | 414,167,000 | 394,015,000 |
Income Before Non–Operating Income | 15,706,000 | 16,083,000 | 33,142,000 | 33,071,000 |
Non–Operating Income | 4,130,000 | 4,281,000 | 8,352,000 | 8,853,000 |
Income Before Income Taxes | 19,836,000 | 20,364,000 | 41,494,000 | 41,924,000 |
Income Tax Provision | (7,478,000) | (7,853,000) | (15,894,000) | (16,184,000) |
Net Income | 12,358,000 | 12,511,000 | 25,600,000 | 25,740,000 |
Dividends to Preferred Stockholders | (2,167,000) | (2,167,000) | (4,335,000) | (4,335,000) |
Net Income Available to Common Stockholders | $ 10,191,000 | $ 10,344,000 | $ 21,265,000 | $ 21,405,000 |
Earnings Per Common Share: | ||||
Basic (in Dollars per share) | $ 0.74 | $ 0.75 | $ 1.54 | $ 1.54 |
Diluted (in Dollars per share) | $ 0.71 | $ 0.72 | $ 1.48 | $ 1.50 |
Weighted Average Common Shares Outstanding: | ||||
Basic (in Shares) | 13,772,873 | 13,868,470 | 13,767,248 | 13,855,900 |
Diluted (in Shares) | 14,381,746 | 14,282,785 | 14,336,027 | 14,226,887 |
Dividends Declared Per Common Share (in Dollars per share) | $ 0.40 | $ 0.34 | $ 0.74 | $ 0.66 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net Income | $ 12,358 | $ 12,511 | $ 25,600 | $ 25,740 |
Other Comprehensive Income (Loss): | ||||
Unrealized (losses) gains on investments in marketable securities | (19,072) | 5,693 | (15,085) | 15,291 |
Reclassification adjustment for realized gains on sale of securities | (80) | (36) | (421) | (172) |
Income tax benefit (expense) related to items of other comprehensive income | 7,379 | (2,146) | 6,013 | (5,796) |
Other comprehensive income (loss), net of tax | (11,773) | 3,511 | (9,493) | 9,323 |
Comprehensive Income | $ 585 | $ 16,022 | $ 16,107 | $ 35,063 |
Interim Condensed Consolidated4
Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 71,500 | $ 69,767 |
Restricted cash and cash equivalents | 6,983 | 7,020 |
Marketable securities | 117,906 | 132,535 |
Restricted marketable securities | 19,605 | 19,805 |
Accounts receivable, less allowance for doubtful accounts of $6,684 and $5,738, respectively | 77,957 | 78,843 |
Inventories | 7,273 | 7,127 |
Prepaid expenses and other assets | 2,959 | 2,260 |
Notes receivable, current portion | 3,956 | 441 |
Federal income tax receivable | 4,727 | |
Total current assets | 308,139 | 322,525 |
Property and Equipment: | ||
Property and equipment, at cost | 844,660 | 821,792 |
Accumulated depreciation and amortization | (325,039) | (307,048) |
Net property and equipment | 519,621 | 514,744 |
Other Assets: | ||
Restricted cash and cash equivalents | 3,631 | 3,631 |
Restricted marketable securities | 145,868 | 138,468 |
Deposits and other assets | 8,379 | 8,791 |
Goodwill | 17,600 | 17,600 |
Notes receivable, less current portion | 13,042 | 12,548 |
Deferred income taxes | 22,269 | 18,700 |
Investments in limited liability companies | 35,076 | 37,116 |
Total other assets | 245,865 | 236,854 |
Total assets | 1,073,625 | 1,074,123 |
Current Liabilities: | ||
Trade accounts payable | 17,121 | 15,877 |
Capital lease obligations, current portion | 3,182 | 3,088 |
Accrued payroll | 49,010 | 59,859 |
Amounts due to third party payors | 25,457 | 22,931 |
Accrued risk reserves, current portion | 26,588 | 26,825 |
Deferred income taxes | 28,193 | 35,506 |
Other current liabilities | 13,552 | 12,472 |
Dividends payable | 7,867 | 7,000 |
Total current liabilities | 170,970 | 183,558 |
Long–term debt | 10,000 | 10,000 |
Capital lease obligations, less current portion | 31,893 | 33,508 |
Accrued risk reserves, less current portion | 81,927 | 79,393 |
Refundable entrance fees | 10,016 | 10,219 |
Obligation to provide future services | 3,927 | 3,927 |
Other noncurrent liabilities | 17,397 | 16,011 |
Deferred revenue | 4,892 | 3,359 |
Stockholders’ Equity: | ||
Series A Convertible Preferred Stock; $.01 par value; 25,000,000 shares authorized; 10,772,712 and 10,836,659 shares, respectively, issued and outstanding; stated at liquidation value of $15.75 per share | 169,479 | 170,494 |
Common stock, $.01 par value; 30,000,000 shares authorized; 14,249,336 and 14,110,859 shares, respectively, issued and outstanding | 142 | 140 |
Capital in excess of par value | 163,195 | 154,965 |
Retained earnings | 354,672 | 343,941 |
Accumulated other comprehensive income | 55,115 | 64,608 |
Total stockholders’ equity | 742,603 | 734,148 |
Total liabilities and stockholders’ equity | $ 1,073,625 | $ 1,074,123 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts (in Dollars) | $ 6,684 | $ 5,738 |
Series A Convertible Preferred Stock; par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Series A Convertible Preferred Stock; shares authorized | 25,000,000 | 25,000,000 |
Series A Convertible Preferred Stock; shares issued | 10,772,712 | 10,836,659 |
Series A Convertible Preferred Stock; shares outstanding | 10,772,712 | 10,836,659 |
Series A Convertible Preferred Stock; liquidation value (in Dollars per share) | $ 15.75 | $ 15.75 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 14,249,336 | 14,110,859 |
Common stock, shares outstanding | 14,249,336 | 14,110,859 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net income | $ 25,600 | $ 25,740 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 18,169 | 16,505 |
Provision for doubtful accounts receivable | 3,763 | 3,121 |
Equity in earnings of unconsolidated investments | (2,386) | (3,654) |
Distributions from unconsolidated investments | 4,749 | 9,251 |
Gains on sale of restricted marketable securities | (421) | (172) |
Deferred income taxes | (4,869) | (4,085) |
Stock–based compensation | 1,132 | 1,170 |
Changes in operating assets and liabilities, net of the effect of acquisitions: | ||
Restricted cash and cash equivalents | (5,701) | (1,622) |
Accounts receivable | (2,877) | (4,107) |
Income tax receivable | 4,727 | (2,829) |
Inventories | (146) | (33) |
Prepaid expenses and other assets | (699) | (938) |
Trade accounts payable | 1,244 | 3,887 |
Accrued payroll | (10,849) | (20,091) |
Amounts due to third party payors | 2,526 | 1,289 |
Other current liabilities and accrued risk reserves | 3,295 | 807 |
Other noncurrent liabilities | 1,386 | 1,226 |
Deferred revenue | 1,533 | 1,530 |
Net cash provided by operating activities | 40,176 | 26,995 |
Cash Flows From Investing Activities: | ||
Additions to property and equipment | (23,046) | (22,963) |
Investments in unconsolidated limited liability companies | (323) | (1,312) |
Acquisition of non-controlling interest | (768) | |
Investments in notes receivable | (4,237) | (767) |
Collections of notes receivable | 228 | 2,937 |
Change in restricted cash and cash equivalents | 5,738 | 364 |
Purchase of restricted marketable securities | (35,952) | (30,173) |
Sale of restricted marketable securities | 28,296 | 27,641 |
Net cash used in investing activities | (29,296) | (25,041) |
Cash Flows From Financing Activities: | ||
Tax benefit from stock–based compensation | 342 | 201 |
Principal payments under capital lease obligations | (1,521) | (960) |
Dividends paid to preferred stockholders | (4,335) | (4,335) |
Dividends paid to common stockholders | (9,667) | (9,078) |
Issuance of common shares | 5,743 | 6,752 |
Entrance fee deposits | (203) | (42) |
Change in deposits | 494 | (439) |
Net cash used in financing activities | (9,147) | (7,901) |
Net Increase (Decrease) in Cash and Cash Equivalents | 1,733 | (5,947) |
Cash and Cash Equivalents, Beginning of Period | 69,767 | 81,705 |
Cash and Cash Equivalents, End of Period | $ 71,500 | 75,758 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Buildings, personal property, and obligations recorded under capital lease agreements | $ 39,032 |
Interim Condensed Consolidated7
Interim Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Employee Stock Option [Member]Additional Paid-in Capital [Member] | Employee Stock Option [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2013 | $ 170,510 | $ 140 | $ 153,061 | $ 318,216 | $ 46,185 | $ 688,112 | ||
Balance (in Shares) at Dec. 31, 2013 | 10,837,665 | 14,078,028 | ||||||
Net income | 25,740 | 25,740 | ||||||
Other comprehensive income | 9,323 | 9,323 | ||||||
Stock-based compensation | 1,170 | 1,170 | ||||||
Tax benefit from exercise of stock options | 201 | 201 | ||||||
Shares sold – options exercised | $ 1 | 6,751 | 6,752 | |||||
Shares sold – options exercised (in Shares) | 148,974 | |||||||
Shares issued in conversion of preferred stock to common stock | $ (16) | 16 | ||||||
Shares issued in conversion of preferred stock to common stock (in Shares) | (1,006) | 241 | ||||||
Acquisition of non-controlling interest | (768) | (768) | ||||||
Dividends declared to preferred stockholders | (4,335) | (4,335) | ||||||
Dividends declared to common stockholders | (9,388) | (9,388) | ||||||
Balance at Jun. 30, 2014 | $ 170,494 | $ 141 | 160,431 | 330,233 | 55,508 | 716,807 | ||
Balance (in Shares) at Jun. 30, 2014 | 10,836,659 | 14,227,243 | ||||||
Balance at Dec. 31, 2013 | $ 170,510 | $ 140 | 153,061 | 318,216 | 46,185 | $ 688,112 | ||
Balance (in Shares) at Dec. 31, 2013 | 10,837,665 | 14,078,028 | ||||||
Shares sold – options exercised (in Shares) | 157,590 | |||||||
Balance at Dec. 31, 2014 | $ 170,494 | $ 140 | 154,965 | 343,941 | 64,608 | $ 734,148 | ||
Balance (in Shares) at Dec. 31, 2014 | 10,836,659 | 14,110,859 | ||||||
Net income | 25,600 | 25,600 | ||||||
Other comprehensive income | (9,493) | (9,493) | ||||||
Stock-based compensation | 1,132 | 1,132 | ||||||
Tax benefit from exercise of stock options | $ 342 | $ 342 | ||||||
Shares sold – options exercised | $ 2 | 5,741 | $ 5,743 | |||||
Shares sold – options exercised (in Shares) | 123,001 | 123,001 | ||||||
Shares issued in conversion of preferred stock to common stock | $ (1,015) | 1,015 | ||||||
Shares issued in conversion of preferred stock to common stock (in Shares) | (63,947) | 15,476 | ||||||
Dividends declared to preferred stockholders | (4,335) | $ (4,335) | ||||||
Dividends declared to common stockholders | (10,534) | (10,534) | ||||||
Balance at Jun. 30, 2015 | $ 169,479 | $ 142 | $ 163,195 | $ 354,672 | $ 55,115 | $ 742,603 | ||
Balance (in Shares) at Jun. 30, 2015 | 10,772,712 | 14,249,336 |
Interim Condensed Consolidated8
Interim Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Dividends declared to common stockholders per share | $ 0.74 | $ 0.66 |
Preferred Stock [Member] | ||
Dividends declared to preferred stockholders per share | 0.40 | 0.40 |
Common Stock [Member] | ||
Dividends declared to common stockholders per share | $ 0.74 | $ 0.66 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Description of Business National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. We operate or manage, through certain affiliates, 75 long-term care centers with a total of 9,423 licensed beds, 19 assisted living facilities, five independent living facilities, and 36 homecare programs. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. We also have a non-controlling ownership interest in a hospice care business that services NHC owned health care centers and others. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing centers. We operate in 10 states and are located primarily in the southeastern United States. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies The listing below is not intended to be a comprehensive list of all of our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with limited need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited December 31, 2014 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by generally accepted accounting principles. Our audited December 31, 2014 consolidated financial statements are available at our web site: www.nhccare.com. Basis of Presentation The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. We assume that users of these interim financial statements have read or have access to the audited December 31, 2014 consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons. Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could cause our reported net income to vary significantly from period to period. Revenue Recognition – Third Party Payors Approximately 65% of our net patient revenues are derived from Medicare, Medicaid, and other government programs. Amounts earned under these programs are subject to review by the Medicare and Medicaid intermediaries or their agents. In our opinion, adequate provision has been made for any adjustments that may result from these reviews. Any differences between our original estimates of reimbursements and subsequent revisions are reflected in operations in the period in which the revisions are made often due to final determination or the period of payment no longer being subject to audit or review. We have made provisions of approximately $25,457,000 and $22,931,000 as of June 30, 2015 and December 31, 2014, respectively, for various Medicare and Medicaid current and prior year cost reports and claims reviews. Revenue Recognition – Private P ay For private pay patients in skilled nursing or assisted living facilities, we bill room and board in advance with payment being due in the month the services are performed. Charges for ancillary, pharmacy, therapy and other services to private patients are billed in the month following the performance of services; however, all billings are recognized as revenue when the services are performed. Revenue Recognition – Subordination of Fees and Uncert ain Collections We provide management services to certain senior care facilities and to others we provide accounting and financial services. We generally charge 6% to 7% of net operating revenues for our management services and a predetermined fixed rate per bed for the accounting and financial services. Our policy is to recognize revenues associated with both management services and accounting and financial services on an accrual basis as the services are provided. However, under the terms of our management contracts, payments for our management services are subject to subordination to other expenditures of the long–term care center being managed. Furthermore, for certain of the third parties with whom we have contracted to provide services and which we have determined that collection is not reasonably assured, our policy is to recognize income only in the period in which the amounts are realized. We may receive payment for the unpaid and unrecognized management fees in whole or in part in the future only if cash flows from the operating and investing activities of the centers or proceeds from the sale of the centers are sufficient to pay the fees. There can be no assurance that such future cash flows will occur. The realization of such previously unrecognized revenue could cause our reported net income to vary significantly from period to period. We agree to subordinate our fees to the other expenses of a managed center because we believe we know how to improve the quality of patient services and finances of a senior healthcare center. We believe subordinating our fees demonstrates to the owner and employees of the managed center how confident we are of the impact we can have in making the center operations successful. We may continue to provide services to certain managed centers despite not being fully paid currently so that we may be able to collect unpaid fees in the future from improved operating results and because the incremental savings from discontinuing services to a center may be small compared to the potential benefit. Also, we may benefit from providing other ancillary services to the managed center. Other Operating Expenses Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance. General and Administrative Costs With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, which were $15,044,000 and $16,129,000 for the six months ended June 30, 2015 and 2014, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method. Capital leases are recorded at the lower of fair market value or the present value of future minimum lease payments. Capital leases are amortized in accordance with the provision codified within Accounting Standards Codification (“ASC”) Subtopic 840-30, Leases – Capital Leases Accrued Risk Reserves We are self– insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis. Professional liability remains an area of particular concern to us. The long term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. As of June 30, 2015, we and/or our managed centers are defendants in 29 such claims inclusive of years 2005 through June 30, 2015. It remains possible that those pending matters plus potential unasserted claims could exceed our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period. We are principally self-insured for incidents occurring in all centers owned or leased by us. The coverages include both primary policies and excess policies. In all years, settlements, if any, in excess of available insurance policy limits and our own reserves would be expensed by us. Continuing Care Contracts and Refundable Entrance Fee We have one continuing care retirement center (“CCRC”) within our operations. Residents at this retirement center may enter into continuing care contracts with us. The contracts provide that 10% of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lessor of the price at which the apartment is re-assigned or 90% of the original entry fee, plus 40% of any appreciation if the apartment exceeds the original resident’s entry fee. In each case, we amortize the non-refundable part of these fees into revenue over the actuarially determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are classified as non-current liabilities and non-refundable entrance fees are classified as deferred revenue in the Company's consolidated balance sheets. The balances of refundable entrance fees as of June 30, 2015 and December 31, 2014 were $10,016,000 and $10,219,000, respectively. Obligation to Provide Future Services W e annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded (obligation to provide future services) with a corresponding charge to income. As of June 30, 2015 and December 31, 2014, we have recorded a future service obligation in the amount of $3,927,000. D eferred Revenue Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”), the non-refundable portion (10%) of CCRC entrance fees being amortized over the remaining life expectancies of the residents, and premiums received within our workers’ compensation and professional liability companies that are not yet earned. New Accounting Pronouncements In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02 “Amendments to the Consolidation Analysis”. This update is in response to stakeholders that have expressed concerns that current generally accepted accounting principles (“GAAP”) might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. Thus, the update modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. It eliminates the presumption that a general partner should consolidate a limited partnership, for limited partnerships and similar legal entities that qualify as voting interest entities; a limited partner with a controlling financial interest should consolidate a limited partnership. A controlling financial interest may be achieved through holding a limited partner interest that provides substantive kick-out rights. Finally, it requires consideration of the effects of fee arrangements and related parties on the primary beneficiary determination. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company is currently evaluating the impact of this guidance on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers”. This update is the result of a collaborative effort by the FASB and the International Accounting Standards Board to simplify revenue recognition guidance, remove inconsistencies in the application of revenue recognition, and to improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The FASB is amending the Accounting Standards Codification and creating a new Topic 606, “Revenue from Contracts with Customers”. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and control framework. In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This standard changes the requirements for reporting discontinued operations by raising the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The standard is effective on a prospective basis for annual periods beginning on January 1, 2015. This standard did not have a material impact on our interim condensed consolidated financial statements. |
Note 3 - Other Revenues
Note 3 - Other Revenues | 6 Months Ended |
Jun. 30, 2015 | |
Other Revenues [Abstract] | |
Other Revenues [Text Block] | N ote 3 – Other Revenues Other revenues are outlined in the table below. Revenues from management and accounting services include management and accounting fees provided to managed and other health care centers. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly–owned limited purpose insurance subsidiaries have written for certain health care centers to which we provide management or accounting services. "Other" revenues include miscellaneous health care related earnings. Other revenues include the following: Three Months Ended June 30 Six Months Ended June 30 (in thousands) 2015 2014 2015 2014 Management and accounting services fees $ 3,532 $ 4,022 $ 7,036 $ 8,004 Rental income 4,776 4,749 9,578 9,517 Insurance services 1,900 1,877 3,607 3,650 Other 261 275 594 514 $ 10,469 $ 10,923 $ 20,815 $ 21,685 Management Fees from National We manage five skilled nursing facilities owned by National. For the three months and six months ended June 30, 2015, we recognized management fees and interest on management fees of $890,000 and $1,824,000 from these centers, respectively. For the three months and six months ended June 30, 2014, we recognized management fees and interest on management fees of $870,000 and $1,795,000, respectively, from these centers. Because the amount collectable cannot be reasonably determined when the management services are provided, and because we cannot estimate the timing or amount of expected future collections, the unpaid fees from the five centers owned by National will be recognized as revenues only when the collectability of these fees can be reasonably assured. Under the terms of our management agreement with National, the payment of these fees to us may be subordinated to other expenditures of the five long–term care centers. We continue to manage these centers so that we may be able to collect our fees in the future and because the incremental savings from discontinuing services to a center may be small compared to the potential benefit. We may receive payment for the unrecognized management fees in whole or in part in the future only if cash flows from the operating and investing activities of the five centers or the proceeds from the sale of the centers are sufficient to pay the fees. There can be no assurance that such future improved cash flows will occur. Insurance Services For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of income for the three and six months ended June 30, 2015 were $1,203,000 and $2,213,000, respectively. For the three months and six months ended June 30, 2014, the workers' compensation premium revenues reflected in the interim condensed consolidated statements of income were $1,184,000 and $2,280,000. Associated losses and expenses are reflected in the interim condensed consolidated statements of income as "Salaries, wages and benefits." For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of income for the three months and six months ended June 30, 2015 were $697,000 and $1,394,000, respectively. For the three months and six months ended June 30, 2014, the professional liability insurance premium revenues reflected in the interim condensed consolidated statements of income were $693,000 and $1,370,000. Associated losses and expenses including those for self–insurance are included in the interim condensed consolidated statements of income as "Other operating costs and expenses". |
Note 4 - Non-operating Income
Note 4 - Non-operating Income | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | Note 4 – Non–Operating Income Non–operating income is outlined in the table below. Non–operating income includes equity in earnings of unconsolidated investments, dividends and other realized gains and losses on marketable securities, and interest income. Our most significant equity method investment is a 75.1% non–controlling ownership interest in Caris HealthCare L.P. (“Caris”), a business that specializes in hospice care services. Three Months Ended June 30 Six Months Ended June 30 (in thousands) 2015 2014 2015 2014 Equity in earnings of unconsolidated investments $ 1,268 $ 1,741 $ 2,386 $ 3,654 Dividends and other net realized gains and losses on sales of securities 1,629 1,432 3,505 2,958 Interest income 1,233 1,108 2,461 2,241 $ 4,130 $ 4,281 $ 8,352 $ 8,853 |
Note 5 - Long-term Leases
Note 5 - Long-term Leases | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Note 5 – Long-Term Leases Capital Leases Fixed assets recorded under the capital leases, which are included in property and equipment in the interim condensed consolidated balance sheets, are as follows: June 30, 2015 December 31, 2014 (in thousands) Buildings and personal property $ 39,032 $ 39,032 Accumulated amortization (5,233 ) (3,271 ) $ 33,799 $ 35,761 Operating Leases At June 30, 2015, NHC leases from National Health Investors, Inc. (“NHI”) the real property of 35 skilled nursing facilities, seven assisted living facilities and three independent living facilities under two separate lease agreements. Base rent expense under both lease agreements totals $34,200,000 annually with rent thereafter escalating by 4% of the increase in facility revenue over the base year. Total facility rent expense to NHI was $18,355,000 and $18,267,000 for the six months ended June 30, 2015 and 2014, respectively. Minimum Lease Payments The approximate future minimum lease payments required under all leases that have remaining non-cancelable lease terms at June 30, 2015 are as follows: Operating Leases Capital Leases (in thousands) 2016 $ 34,200 $ 5,200 2017 34,200 5,200 2018 34,200 5,200 2019 34,200 5,200 2020 34,200 5,200 Thereafter 228,050 19,067 Total minimum lease payments $ 399,050 $ 45,067 Less: Amounts representing interest (9,992 ) Present value of minimum lease payments 35,075 Less: Current portion (3,182 ) Long-term capital lease obligations $ 31,893 |
Note 6 - Earnings Per Share
Note 6 - Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 6 – Earnings per Share Basic net income per share is computed based on the weighted average number of common shares outstanding for each period presented. Diluted net income per share reflects the potential dilution that would have occurred if securities to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then shared in our earnings. The following table summarizes the earnings and the weighted average number of common shares used in the calculation of basic and diluted earnings per share. Three Months Ended June 30 Six Months Ended June 30 (in thousands, except for share and per share amounts) 2015 2014 2015 2014 Basic: Weighted average common shares outstanding 13,772,873 13,868,470 13,767,248 13,855,900 Net income $ 12,358 $ 12,511 $ 25,600 $ 25,740 Dividends to preferred stockholders (2,167 ) (2,167 ) (4,335 ) (4,335 ) Net income available to common stockholders $ 10,191 $ 10,344 $ 21,265 $ 21,405 Earnings per common share, basic $ 0.74 $ 0.75 $ 1.54 $ 1.54 Diluted: Weighted average common shares outstanding 13,772,873 13,868,470 13,767,248 13,855,900 Dilutive effect of stock options 158,387 64,611 155,972 54,534 Dilutive effect of restricted stock - 1,809 2,366 4,079 Dilutive effect of contingent issuable stock 450,486 347,895 410,441 312,374 Assumed average common shares outstanding 14,381,746 14,282,785 14,336,027 14,226,887 Net income available to common stockholders $ 10,191 $ 10,344 $ 21,265 $ 21,405 Earnings per common share, diluted $ 0.71 $ 0.72 $ 1.48 $ 1.50 In the above table, options to purchase 11,804 and 13,149 shares of our common stock have been excluded for the periods ended June 30, 2015 and 2014, respectively, due to their anti–dilutive impact. We have also excluded 2,607,427 and 2,623,007 of common shares issuable upon the conversion of preferred stock for the periods ended June 30, 2015 and 2014, respectively, due to their anti-dilutive impact. |
Note 7 - Investments in Marketa
Note 7 - Investments in Marketable Securities | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Note 7 – Inve stments in Marketable Securities Our investments in marketable securities are classified as available for sale securities. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 8 for a description of the Company's methodology for determining the fair value of marketable securities. Marketable securities and restricted marketable securities consist of the following: June 30, 2015 December 31, 2014 (in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Investments available for sale: Marketable equity securities $ 30,176 $ 117,906 $ 30,176 $ 132,535 Restricted investments available for sale: Corporate debt securities 73,180 72,895 68,594 68,916 Commercial mortgage–backed securities 54,700 54,516 63,351 63,252 U.S. Treasury securities 21,293 21,210 14,623 14,728 State and municipal securities 16,546 16,852 11,074 11,377 $ 195,895 $ 283,379 $ 187,818 $ 290,808 Included in the available for sale marketable equity securities are the following (in thousands, except share amounts) : June 30, 2015 December 31, 2014 Shares Cost Fair Value Shares Cost Fair Value NHI Common Stock 1,630,642 $ 24,734 $ 101,589 1,630,642 $ 24,734 $ 114,080 The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows: June 30, 2015 December 31, 2014 (in thousands) Cost Fair Value Cost Fair Value Maturities: Within 1 year $ 14,507 $ 14,551 $ 11,161 $ 11,190 1 to 5 years 77,956 78,605 83,542 84,028 6 to 10 years 70,985 70,113 58,863 58,872 Over 10 years 2,271 2,204 4,076 4,183 $ 165,719 $ 165,473 $ 157,642 $ 158,273 Gross unrealized gains related to available for sale securities are $88,926,000 and $103,814,000 as of June 30, 2015 and December 31, 2014, respectively. Gross unrealized losses related to available for sale securities are $1,442,000 and $824,000 as of June 30, 2015 and December 31, 2014, respectively. For the marketable securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities. As a result, the Company recognized no other-than-temporary impairment during the six months ended June 30, 2015 or for the year ended December 31, 2014. Proceeds from the sale of securities during the six months ended June 30, 2015 and 2014 were $28,296,000 and $27,641,000, respectively. Investment gains of $421,000 and $172,000 were realized on these sales during the six months ended June 30, 2015 and 2014, respectively. |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8 – Fair Value Measurements The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation of Marketable Securities The Company determines fair value for marketable securities with Level 1 inputs through quoted market prices. The Company determines fair value for marketable securities with Level 2 inputs through broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Our Level 2 marketable securities have been initially valued at the transaction price and subsequently valued, at the end of each month, typically utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, and other industry and economic events. We validated the prices provided by our broker by reviewing their pricing methods, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing our validation procedures, we did not adjust or override any fair value measurements provided by our broker as of June 30, 2015. We did not have any transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy during the six months ended June 30, 2015. Other The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short–term nature. The estimated fair value of notes receivable approximates the carrying value based principally on their underlying interest rates and terms, maturities, collateral and credit status of the receivables. Our long–term debt approximates fair value due to variable interest rates, but fair value is also determined using Level 2 inputs through alternative pricing sources. At June 30, 2015, there were no material differences between the carrying amounts and fair values of NHC’s financial instruments. The following table summarizes fair value measurements by level at June 30, 2015 and December 31, 2014 for assets and liabilities measured at fair value on a recurring basis (in thousands) Fair Value Measurements Using June 30, 2015 Fair Value Quoted Prices in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 71,500 $ 71,500 $ – $ – Restricted cash and cash equivalents 10,614 10,614 – – Marketable equity securities 117,906 117,906 – – Corporate debt securities 72,895 41,520 31,375 – Commercial mortgage–backed securities 54,516 – 54,516 – U.S. Treasury securities 21,210 21,210 – – State and municipal securities 16,852 7,838 9,014 – Total financial assets $ 365,493 $ 270,588 $ 94,905 $ – Fair Value Measurements Using December 31, 2014 Fair Value Quoted Prices in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 69,767 $ 69,767 $ – $ – Restricted cash and cash equivalents 10,651 10,651 – – Marketable equity securities 132,535 132,535 – – Corporate debt securities 68,916 39,909 29,007 – Commercial mortgage–backed securities 63,252 – 63,252 – U.S. Treasury securities 14,728 14,728 – – State and municipal securities 11,377 2,216 9,161 – Total financial assets $ 371,226 $ 269,806 $ 101,420 $ – |
Note 9 - Long-term Debt
Note 9 - Long-term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Long – Term Debt Long–term debt consists of the following: Weighted Average Interest Rate Maturities June 30, 2015 December 31, 2014 Variable (dollars in thousands) Revolving Credit Facility, interest payable monthly 0.9% 2015 $ – $ – Unsecured term note payable to National, interest payable quarterly, principal payable at maturity 2.8% 2018 10,000 10,000 10,000 10,000 Less current portion – – $ 10,000 $ 10,000 |
Note 10 - $75,000,000 Revolving
Note 10 - $75,000,000 Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2015 | |
Revolving Credit Facility [Abstract] | |
Revolving Credit Facility [Text Block] | Note 10 – $75,000,000 Revolving Credit Facility Effective October 22, 2014, we extended the maturity of our Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as lender (the "Lender"). The Credit Agreement provides for a $75,000,000 revolving credit facility (the "Credit Facility"), of which up to $5,000,000 may be utilized for letters of credit. Borrowings bear interest at either, (i) the Eurodollar rate plus 0.70% or (ii) the prime rate. Letter of credit fees are equal to 0.10% times the maximum amount available to be drawn under outstanding letters of credit. Commitment fees are payable on the daily unused portion of the Credit Facility at a rate of ten (10) basis points per annum. NHC is permitted to prepay the loans outstanding under the Credit Facility at any time, without penalty. The Credit Facility matures on October 21, 2015. NHC’s obligations under the Credit Agreement are guaranteed by certain NHC subsidiaries and are secured by pledges by NHC and the guarantors of (i) 100% of the equity interests of domestic subsidiaries and (ii) up to 65% of the voting equity interests and 100% of the non–voting equity interests of foreign subsidiaries, in each case, held by NHC or the guarantors. The Credit Agreement contains customary representations and warranties, and covenants, including covenants that restrict, among other things, asset dispositions, mergers and acquisitions, dividends, restricted payments, debt, liens, investments and affiliate transactions. The Credit Agreement contains customary events of default. The Credit Facility is available for general corporate purposes, including working capital and acquisitions. |
Note 11 - Stock Repurchase Prog
Note 11 - Stock Repurchase Program | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Treasury Stock [Text Block] | Note 1 1 - Stock Repurchase Program On May 7, 2015 the Board of Directors authorized two new stock repurchase programs, one that will allow for repurchase of up to $25 million of its common stock and one that will allow for the repurchase of up to $25 million of its preferred stock. Both of the stock purchase plans expire on August 31, 2016. These stock purchase plans replace the stock purchase plan previously approved by the Board of Directors on August 5, 2014. Under the common stock repurchase program, the Company may repurchase its common stock from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions and other considerations. Under the preferred stock repurchase program, the Company may repurchase its preferred stock from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions and other considerations. The Company’s repurchases may be executed using open market purchases, privately negotiated agreements or other transactions. The Company intends to fund repurchases under the new stock repurchase programs from cash on hand, available borrowings or proceeds from potential debt or other capital market sources. The stock repurchase programs may be suspended or discontinued at any time without prior notice. The Company will provide an update regarding any purchases made pursuant to the stock repurchase programs each time it reports its results of operations. On August 11, 2014, under the previous stock purchase plan, the Company repurchased 125,000 shares of its common stock for a total cost of $6,995,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued. |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 12 – Stock–Based Compensation NHC recognizes stock–based compensation expense for all stock options and restricted stock granted over the requisite service period using the fair value for these grants as estimated at the date of grant either using the Black–Scholes pricing model for stock options or the quoted market price for restricted stock. The 2005 and 2010 Stock–Based Compensation Plans The Compensation Committee of the Board of Directors (“the Committee”) has the authority to select the participants to be granted options; to designate whether the option granted is an incentive stock option (“ISO”), a non–qualified option, or a stock appreciation right; to establish the number of shares of common stock that may be issued upon exercise of the option; to establish the vesting provision for any award; and to establish the term any award may be outstanding. The exercise price of any ISO’s granted will not be less than the fair market value of the shares of common stock on the date granted and the term of an ISO may not be any more than ten years. The exercise price of any non–qualified options granted will not be less than the fair market value of the shares of common stock on the date granted unless so determined by the Committee. In May 2005, our stockholders approved the 2005 Stock Option, Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan (“the 2005 Plan”) pursuant to which 1,200,000 shares of our common stock were available to grant as stock–based payments to key employees, directors, and non–employee consultants. The shares granted during the six months ended June 30, 2015 consisted of 45,000 shares to the Directors of the Company. At June 30, 2015, 175,620 shares were available for future grants under the 2005 Plan. In May 2010, our stockholders approved the 2010 Omnibus Equity Incentive Plan (“the 2010 Plan”) pursuant to which 1,200,000 shares of our common stock were available to grant as stock–based payments to key employees, directors, and non–employee consultants. In May 2015, our stockholders voted to amend the 2010 Plan to increase the number of shares of our common stock authorized under the Plan from the original 1,200,000 shares to 2,575,000 shares. The shares granted during the six months ended June 30, 2015 consisted of 11,804 shares through the Employee Stock Purchase Plan. At June 30, 2015, 1,761,940 shares were available for future grants under the amended 2010 Plan. Compensation expense is recognized only for the awards that ultimately vest. Stock–based compensation totaled $654,000 and $688,000 for the three months ended June 30, 2015 and 2014, respectively. Stock–based compensation totaled $1,132,000 and $1,170,000 for the six months ended June 30, 2015 and 2014, respectively. At June 30, 2015, we had $1,125,000 of unrecognized compensation cost related to unvested stock option awards. This expense will be recognized over the remaining weighted average vesting period, which is approximately 0.7 years. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of income. Stock Options The following table summarizes the significant assumptions used to value the options granted for the six months ended June 30, 2015 and for the year ended December 31, 2014. 2015 2014 Risk–free interest rate 0.70 % 0.52 % Expected volatility 16.5 % 17.3 % Expected life, in years 2.2 2.2 Expected dividend yield 2.73 % 2.68 % The following table summarizes our outstanding stock options for the six months ended June 30, 2015 and for the year ended December 31, 2014. Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding at January 1, 2014 1,074,552 $ 46.44 $ – Options granted 57,716 53.10 – Options exercised (157,590 ) 45.97 – Options cancelled (20,000 ) 46.69 – Options outstanding at December 31, 2014 954,678 46.92 – Options granted 56,904 61.48 – Options exercised (123,001 ) 46.67 – Options outstanding at June 30, 2015 888,581 $ 47.88 $ 15,202,000 Options exercisable at June 30, 2015 187,263 $ 51.36 $ 2,553,000 Options Outstanding June 30, 2015 Exercise Prices Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years 831,777 $44.80 - $52.93 $ 46.95 1.0 56,804 $61.25 - $62.34 61.48 3.9 888,581 $ 47.88 1.2 Restricted Stock The following table summarizes our restricted stock activity for the six months ended June 30, 2015 and for the year ended December 31, 2014. Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non–vested restricted shares at January 1, 2014 12,000 $ 34.46 $ – Award shares granted – – – Award shares vested 6,000 34.46 – Non–vested restricted shares at December 31, 2014 6,000 34.46 – Award shares granted – – – Award shares vested 6,000 34.46 – Non–vested restricted shares at June 30, 2015 – – $ – |
Note 13 - Income Taxes
Note 13 - Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes The income tax provision for the three months ended June 30, 2015 is $7,478,000 (an effective income tax rate of 37.7%). The income tax provision and effective tax rate for the three months ended June 30, 2015 were unfavorably impacted by adjustments to unrecognized tax benefits of $121,000 and permanent differences including nondeductible expenses of $15,000 resulting in an increase in the provision. The income tax provision for the three months ended June 30, 2014 was $7,853,000 (an effective income tax rate of 38.6%). The income tax provision and effective tax rate for the three months ended June 30, 2014 were unfavorably impacted by adjustments to unrecognized tax benefits of $117,000 and permanent differences including nondeductible expenses of $70,000 resulting in an increase in the provision. The income tax provision for the six months ended June 30, 2015 is $15,894,000 (an effective income tax rate of 38.3%). The income tax provision and effective tax rate for the six months ended June 30, 2015 were unfavorably impacted by adjustments to unrecognized tax benefits of $330,000 and permanent differences including nondeductible expenses of $38,000 resulting in an increase in the provision. The income tax provision for the six months ended June 30, 2014 was $16,184,000 (an effective income tax rate of 38.6%). The income tax provision and effective tax rate for the six months ended June 30, 2014 were unfavorably impacted by adjustments to unrecognized tax benefits of $306,000 and permanent differences including nondeductible expenses of $97,000 resulting in an increase in the provision. Our deferred tax assets have been evaluated for realization based on historical taxable income, tax planning strategies, the expected timing of reversals of existing temporary differences and future taxable income anticipated. Our deferred tax assets are more likely than not to be realized in full due to the existence of sufficient taxable income of the appropriate character under the tax law. As such, there is no need for a valuation allowance. Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. We believe we have made adequate provision for unrecognized tax benefits related to uncertain tax positions. However, because of uncertainty of interpretation by various tax authorities and the possibility that there are issues that have not been recognized by management, we cannot guarantee we have accurately estimated our tax liabilities. We believe that our liabilities reflect the anticipated outcome of known uncertain tax positions in conformity with ASC Topic 740, Income Taxes . At June 30, 2015, we had $14,600,000 of unrecognized tax benefits, composed of $9,705,000 of deferred tax assets and $4,895,000 of permanent differences. Accrued interest and penalties of $2,796,000 relate to unrecognized tax benefits at June 30, 2015. Unrecognized tax benefits of $4,895,000 net of federal benefit, at June 30, 2015, attributable to permanent differences, would favorably impact our effective tax rate if recognized. Accrued interest and penalties of $2,481,000 relate to these permanent differences at June 30, 2015. We do not expect to recognize significant increases or decreases in unrecognized tax benefits within the twelve months beginning July 1, 2015, except for the effect of decreases related to the lapse of statute of limitations estimated at $2,274,000, composed of temporary differences of $1,209,000, and permanent tax differences of $1,065,000. Interest and penalties of $623,000 relate to these temporary and permanent difference changes within 12 months beginning June 30, 2015. Interest and penalties expense related to U.S. federal and state income tax returns are included within income tax expense. The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2011 (with certain state exceptions). Currently, the 2012 U.S. federal return and one state return are under examination. |
Note 14 - Contingencies and Com
Note 14 - Contingencies and Commitments | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 14 – Contingencies and Commitments Accrued Risk Reserves We are self– insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims both for our owned or leased entities and certain of the entities to which we provide management or accounting services. The liability we have recognized for reported claims and estimates for incurred but unreported claims totals $108,515,000 and $106,218,000 at June 30, 2015 and December 31, 2014, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. As a result of the terms of our insurance policies and our use of wholly–owned limited purpose insurance companies, we have retained significant insurance risk with respect to workers’ compensation and general and professional liability. We consider the professional services of independent actuaries to assist us in estimating our exposures for claims obligations (for both asserted and unasserted claims) related to deductibles and exposures in excess of coverage limits, and we maintain reserves for these obligations. Such estimates are based on many variables including historical and statistical information and other factors. Workers ’ Compensation For workers’ compensation, we utilize a wholly–owned Tennessee domiciled property/casualty insurance company to write coverage for NHC affiliates and for third–party customers. Policies are written for a duration of twelve months and cover only risks related to workers’ compensation losses. All customers are companies which operate in the senior care industry. Business is written on a direct basis. Direct business coverage is written for statutory limits and the insurance company’s losses in excess of $1,000,000 per claim are covered by reinsurance. General and Professional Liability Lawsuits and Insurance The senior care industry has experienced increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by nursing facilities and their employees in providing care to residents. As of June 30, 2015, we and/or our managed centers are currently defendants in 29 such claims. In 2002, due to the unavailability and/or prohibitive cost of third–party professional liability insurance coverage, we established and capitalized a wholly–owned licensed liability insurance company incorporated in the Cayman Islands, for the purpose of managing our losses related to these risks. Thus, since 2002, insurance coverage for incidents occurring at all NHC owned providers, and most providers managed by us, is provided through this wholly–owned insurance company. Insurance coverage for all years includes both primary policies and excess policies. Beginning in 2003, both primary and excess coverage is provided through our wholly–owned insurance company. The primary coverage is in the amount of $1.0 million per incident, $3.0 million per location with an annual primary policy aggregate limit that is adjusted on an annual basis. The excess coverage is $7.5 million annual excess in the aggregate applicable to years 2005–2007, $9.0 million annual excess in the aggregate for years 2008–2010, $4.0 million excess per occurrence for 2011–2013 and $9.0 million excess per occurrence for 2014-2015. Beginning in 2008 and continuing through June 30, 2015, additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly–owned captive insurance company. Civil Investigative Demand On December 19, 2013, the Company was served with a civil investigative demand (“CID”) from the U.S. Department of Justice and the Office of the U.S. Attorney for the Eastern District of Tennessee (“DOJ Investigation”) requesting the production of documents and interrogatory responses regarding the billing for and medical necessity of certain rehabilitative therapy services. Based upon our review, the CID appears to relate to services provided at our facilities based in Knoxville, Tennessee. On October 7, 2014, the Company received a subpoena from the Office of Inspector General of the United Department of Health and Human Services (“OIG Subpoena”) related to the current DOJ Investigation. The OIG Subpoena requests certain financial and organizational documents from the Company and certain of its subsidiaries and SNFs and medical records from certain of the Company’s Tennessee-based SNFs. The Company is cooperating fully with these requests. We are unable to evaluate the outcome of this investigation at this time. It is possible that this claim could have a material adverse effect on our consolidated financial position, results of operations and cash flows. Caris HealthCare, L.P. Investigation On December 9, 2014, Caris, a business that specializes in hospice care services in Company-owned health care centers and in other settings, received notice from the U.S. Attorney’s Office for the Eastern District of Tennessee and the Attorney Generals’ Offices for the State of Tennessee and State of Virginia that those government entities were conducting an investigation regarding patient eligibility for hospice services provided by Caris. We have a 75.1% non-controlling ownership interest in Caris. Caris is cooperating with these government entities in connection with this investigation. We are unable to evaluate the outcome of this investigation at this time. It is possible that this claim could have a material adverse effect on our consolidated financial position, results of operations and cash flows. There is certain additional litigation incidental to our business, none of which, in the opinion of management, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long-term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters. South Carolina Medicaid Audits The South Carolina Office of State Auditor (“State Auditor”) is conducting Medicaid cost report audits for eleven of the Company’s South Carolina skilled nursing facilities. The State Auditor has issued draft audit findings for the two fiscal years of October 1, 2012 through September 30, 2013 and October 1, 2013 through September 30, 2014. The Company is cooperating fully with these audits and has filed administrative appeals with the South Carolina Department of Health and Human Services. We are unable to reasonably estimate the outcome of the appeals at this time, and accordingly have not accrued any amounts in the consolidated financial statements. It is possible these audits could have a material adverse effect on our consolidated financial position, results of operations and cash flows. Financing Commitment On May 7, 2015, the Board of Directors amended the line of credit agreement the Company has with National. Under the previous line of credit agreement, the maximum loan commitment was $2,000,000. Effective May 7, 2015, the maximum loan commitment has been increased to $7,000,000. The increased commitment amount will remain in effect until December 31, 2015. On January 1, 2016, the maximum loan commitment amount will revert back to $2,000,000. The final maturity of the line of credit agreement remains January 20, 2018 and the interest rate on the outstanding balance remains 85% of the prime rate, or 2.76% at June 30, 2015. As of June 30, 2015 and December 31, 2014, National had an outstanding balance on the line of credit of $3,500,000 and $0, respectively. This outstanding balance is presented in notes receivable in the interim condensed consolidated balance sheets. Governmental Regulations Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is in compliance with all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs. Beginning in 2008 and continuing through June 30, 2015, additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly–owned captive insurance company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. We assume that users of these interim financial statements have read or have access to the audited December 31, 2014 consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons. |
Use of Estimates, Policy [Policy Text Block] | Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could cause our reported net income to vary significantly from period to period. |
Contractual Adjustments and Third Party Settlements, Policy [Policy Text Block] | Revenue Recognition – Third Party Payors Approximately 65% of our net patient revenues are derived from Medicare, Medicaid, and other government programs. Amounts earned under these programs are subject to review by the Medicare and Medicaid intermediaries or their agents. In our opinion, adequate provision has been made for any adjustments that may result from these reviews. Any differences between our original estimates of reimbursements and subsequent revisions are reflected in operations in the period in which the revisions are made often due to final determination or the period of payment no longer being subject to audit or review. We have made provisions of approximately $25,457,000 and $22,931,000 as of June 30, 2015 and December 31, 2014, respectively, for various Medicare and Medicaid current and prior year cost reports and claims reviews. |
Revenue Recognition for Alternative Revenue Programs, Policy [Policy Text Block] | Revenue Recognition – Private P ay For private pay patients in skilled nursing or assisted living facilities, we bill room and board in advance with payment being due in the month the services are performed. Charges for ancillary, pharmacy, therapy and other services to private patients are billed in the month following the performance of services; however, all billings are recognized as revenue when the services are performed. |
Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology, Policy [Policy Text Block] | Revenue Recognition – Subordination of Fees and Uncert ain Collections We provide management services to certain senior care facilities and to others we provide accounting and financial services. We generally charge 6% to 7% of net operating revenues for our management services and a predetermined fixed rate per bed for the accounting and financial services. Our policy is to recognize revenues associated with both management services and accounting and financial services on an accrual basis as the services are provided. However, under the terms of our management contracts, payments for our management services are subject to subordination to other expenditures of the long–term care center being managed. Furthermore, for certain of the third parties with whom we have contracted to provide services and which we have determined that collection is not reasonably assured, our policy is to recognize income only in the period in which the amounts are realized. We may receive payment for the unpaid and unrecognized management fees in whole or in part in the future only if cash flows from the operating and investing activities of the centers or proceeds from the sale of the centers are sufficient to pay the fees. There can be no assurance that such future cash flows will occur. The realization of such previously unrecognized revenue could cause our reported net income to vary significantly from period to period. We agree to subordinate our fees to the other expenses of a managed center because we believe we know how to improve the quality of patient services and finances of a senior healthcare center. We believe subordinating our fees demonstrates to the owner and employees of the managed center how confident we are of the impact we can have in making the center operations successful. We may continue to provide services to certain managed centers despite not being fully paid currently so that we may be able to collect unpaid fees in the future from improved operating results and because the incremental savings from discontinuing services to a center may be small compared to the potential benefit. Also, we may benefit from providing other ancillary services to the managed center. |
Other Operating Expenses, Policy [Policy Text Block] | Other Operating Expenses Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance. |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General and Administrative Costs With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, which were $15,044,000 and $16,129,000 for the six months ended June 30, 2015 and 2014, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method. Capital leases are recorded at the lower of fair market value or the present value of future minimum lease payments. Capital leases are amortized in accordance with the provision codified within Accounting Standards Codification (“ASC”) Subtopic 840-30, Leases – Capital Leases |
Liability Reserve Estimate, Policy [Policy Text Block] | Accrued Risk Reserves We are self– insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis. Professional liability remains an area of particular concern to us. The long term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. As of June 30, 2015, we and/or our managed centers are defendants in 29 such claims inclusive of years 2005 through June 30, 2015. It remains possible that those pending matters plus potential unasserted claims could exceed our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period. We are principally self-insured for incidents occurring in all centers owned or leased by us. The coverages include both primary policies and excess policies. In all years, settlements, if any, in excess of available insurance policy limits and our own reserves would be expensed by us. |
Continuing Care Retirement Communities, Advance Fees, Policy [Policy Text Block] | Continuing Care Contracts and Refundable Entrance Fee We have one continuing care retirement center (“CCRC”) within our operations. Residents at this retirement center may enter into continuing care contracts with us. The contracts provide that 10% of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lessor of the price at which the apartment is re-assigned or 90% of the original entry fee, plus 40% of any appreciation if the apartment exceeds the original resident’s entry fee. In each case, we amortize the non-refundable part of these fees into revenue over the actuarially determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are classified as non-current liabilities and non-refundable entrance fees are classified as deferred revenue in the Company's consolidated balance sheets. The balances of refundable entrance fees as of June 30, 2015 and December 31, 2014 were $10,016,000 and $10,219,000, respectively. Obligation to Provide Future Services W e annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded (obligation to provide future services) with a corresponding charge to income. As of June 30, 2015 and December 31, 2014, we have recorded a future service obligation in the amount of $3,927,000. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | D eferred Revenue Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”), the non-refundable portion (10%) of CCRC entrance fees being amortized over the remaining life expectancies of the residents, and premiums received within our workers’ compensation and professional liability companies that are not yet earned. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02 “Amendments to the Consolidation Analysis”. This update is in response to stakeholders that have expressed concerns that current generally accepted accounting principles (“GAAP”) might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. Thus, the update modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. It eliminates the presumption that a general partner should consolidate a limited partnership, for limited partnerships and similar legal entities that qualify as voting interest entities; a limited partner with a controlling financial interest should consolidate a limited partnership. A controlling financial interest may be achieved through holding a limited partner interest that provides substantive kick-out rights. Finally, it requires consideration of the effects of fee arrangements and related parties on the primary beneficiary determination. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company is currently evaluating the impact of this guidance on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers”. This update is the result of a collaborative effort by the FASB and the International Accounting Standards Board to simplify revenue recognition guidance, remove inconsistencies in the application of revenue recognition, and to improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The FASB is amending the Accounting Standards Codification and creating a new Topic 606, “Revenue from Contracts with Customers”. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and control framework. In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This standard changes the requirements for reporting discontinued operations by raising the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The standard is effective on a prospective basis for annual periods beginning on January 1, 2015. This standard did not have a material impact on our interim condensed consolidated financial statements. |
Note 3 - Other Revenues (Tables
Note 3 - Other Revenues (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Revenues [Abstract] | |
Schedule of Other Revenues [Table Text Block] | Three Months Ended June 30 Six Months Ended June 30 (in thousands) 2015 2014 2015 2014 Management and accounting services fees $ 3,532 $ 4,022 $ 7,036 $ 8,004 Rental income 4,776 4,749 9,578 9,517 Insurance services 1,900 1,877 3,607 3,650 Other 261 275 594 514 $ 10,469 $ 10,923 $ 20,815 $ 21,685 |
Note 4 - Non-operating Income (
Note 4 - Non-operating Income (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Other Nonoperating Income, by Component [Table Text Block] | Three Months Ended June 30 Six Months Ended June 30 (in thousands) 2015 2014 2015 2014 Equity in earnings of unconsolidated investments $ 1,268 $ 1,741 $ 2,386 $ 3,654 Dividends and other net realized gains and losses on sales of securities 1,629 1,432 3,505 2,958 Interest income 1,233 1,108 2,461 2,241 $ 4,130 $ 4,281 $ 8,352 $ 8,853 |
Note 5 - Long-term Leases (Tabl
Note 5 - Long-term Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of Capital Leased Assets [Table Text Block] | June 30, 2015 December 31, 2014 (in thousands) Buildings and personal property $ 39,032 $ 39,032 Accumulated amortization (5,233 ) (3,271 ) $ 33,799 $ 35,761 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Operating Leases Capital Leases (in thousands) 2016 $ 34,200 $ 5,200 2017 34,200 5,200 2018 34,200 5,200 2019 34,200 5,200 2020 34,200 5,200 Thereafter 228,050 19,067 Total minimum lease payments $ 399,050 $ 45,067 Less: Amounts representing interest (9,992 ) Present value of minimum lease payments 35,075 Less: Current portion (3,182 ) Long-term capital lease obligations $ 31,893 |
Note 6 - Earnings Per Share (Ta
Note 6 - Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30 Six Months Ended June 30 (in thousands, except for share and per share amounts) 2015 2014 2015 2014 Basic: Weighted average common shares outstanding 13,772,873 13,868,470 13,767,248 13,855,900 Net income $ 12,358 $ 12,511 $ 25,600 $ 25,740 Dividends to preferred stockholders (2,167 ) (2,167 ) (4,335 ) (4,335 ) Net income available to common stockholders $ 10,191 $ 10,344 $ 21,265 $ 21,405 Earnings per common share, basic $ 0.74 $ 0.75 $ 1.54 $ 1.54 Diluted: Weighted average common shares outstanding 13,772,873 13,868,470 13,767,248 13,855,900 Dilutive effect of stock options 158,387 64,611 155,972 54,534 Dilutive effect of restricted stock - 1,809 2,366 4,079 Dilutive effect of contingent issuable stock 450,486 347,895 410,441 312,374 Assumed average common shares outstanding 14,381,746 14,282,785 14,336,027 14,226,887 Net income available to common stockholders $ 10,191 $ 10,344 $ 21,265 $ 21,405 Earnings per common share, diluted $ 0.71 $ 0.72 $ 1.48 $ 1.50 |
Note 7 - Investments in Marke28
Note 7 - Investments in Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities [Table Text Block] | June 30, 2015 December 31, 2014 (in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Investments available for sale: Marketable equity securities $ 30,176 $ 117,906 $ 30,176 $ 132,535 Restricted investments available for sale: Corporate debt securities 73,180 72,895 68,594 68,916 Commercial mortgage–backed securities 54,700 54,516 63,351 63,252 U.S. Treasury securities 21,293 21,210 14,623 14,728 State and municipal securities 16,546 16,852 11,074 11,377 $ 195,895 $ 283,379 $ 187,818 $ 290,808 |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | June 30, 2015 December 31, 2014 Shares Cost Fair Value Shares Cost Fair Value NHI Common Stock 1,630,642 $ 24,734 $ 101,589 1,630,642 $ 24,734 $ 114,080 |
Investments Classified by Contractual Maturity Date [Table Text Block] | June 30, 2015 December 31, 2014 (in thousands) Cost Fair Value Cost Fair Value Maturities: Within 1 year $ 14,507 $ 14,551 $ 11,161 $ 11,190 1 to 5 years 77,956 78,605 83,542 84,028 6 to 10 years 70,985 70,113 58,863 58,872 Over 10 years 2,271 2,204 4,076 4,183 $ 165,719 $ 165,473 $ 157,642 $ 158,273 |
Note 8 - Fair Value Measureme29
Note 8 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value Measurements Using June 30, 2015 Fair Value Quoted Prices in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 71,500 $ 71,500 $ – $ – Restricted cash and cash equivalents 10,614 10,614 – – Marketable equity securities 117,906 117,906 – – Corporate debt securities 72,895 41,520 31,375 – Commercial mortgage–backed securities 54,516 – 54,516 – U.S. Treasury securities 21,210 21,210 – – State and municipal securities 16,852 7,838 9,014 – Total financial assets $ 365,493 $ 270,588 $ 94,905 $ – Fair Value Measurements Using December 31, 2014 Fair Value Quoted Prices in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 69,767 $ 69,767 $ – $ – Restricted cash and cash equivalents 10,651 10,651 – – Marketable equity securities 132,535 132,535 – – Corporate debt securities 68,916 39,909 29,007 – Commercial mortgage–backed securities 63,252 – 63,252 – U.S. Treasury securities 14,728 14,728 – – State and municipal securities 11,377 2,216 9,161 – Total financial assets $ 371,226 $ 269,806 $ 101,420 $ – |
Note 9 - Long-term Debt (Tables
Note 9 - Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Weighted Average Interest Rate Maturities June 30, 2015 December 31, 2014 Variable (dollars in thousands) Revolving Credit Facility, interest payable monthly 0.9% 2015 $ – $ – Unsecured term note payable to National, interest payable quarterly, principal payable at maturity 2.8% 2018 10,000 10,000 10,000 10,000 Less current portion – – $ 10,000 $ 10,000 |
Note 12 - Stock-based Compens31
Note 12 - Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 Risk–free interest rate 0.70 % 0.52 % Expected volatility 16.5 % 17.3 % Expected life, in years 2.2 2.2 Expected dividend yield 2.73 % 2.68 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding at January 1, 2014 1,074,552 $ 46.44 $ – Options granted 57,716 53.10 – Options exercised (157,590 ) 45.97 – Options cancelled (20,000 ) 46.69 – Options outstanding at December 31, 2014 954,678 46.92 – Options granted 56,904 61.48 – Options exercised (123,001 ) 46.67 – Options outstanding at June 30, 2015 888,581 $ 47.88 $ 15,202,000 Options exercisable at June 30, 2015 187,263 $ 51.36 $ 2,553,000 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding June 30, 2015 Exercise Prices Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years 831,777 $44.80 - $52.93 $ 46.95 1.0 56,804 $61.25 - $62.34 61.48 3.9 888,581 $ 47.88 1.2 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non–vested restricted shares at January 1, 2014 12,000 $ 34.46 $ – Award shares granted – – – Award shares vested 6,000 34.46 – Non–vested restricted shares at December 31, 2014 6,000 34.46 – Award shares granted – – – Award shares vested 6,000 34.46 – Non–vested restricted shares at June 30, 2015 – – $ – |
Note 1 - Description of Busin32
Note 1 - Description of Business (Details) | Jun. 30, 2015 |
Disclosure Text Block [Abstract] | |
Number of Skilled Nursing Centers | 75 |
Number Of Beds | 9,423 |
Number Of Assisted Living Facilities | 19 |
Number Of Independent Living Facilities | 5 |
Number Of Homecare Programs | 36 |
Number of States in which Entity Operates | 10 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details) | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Malpractice Loss Contingency, Number of Claims | 29 | ||
Continuing Care Retirement Communities Advance Fees, Obligation for Future Services, Amount | $ 3,927,000 | $ 3,927,000 | |
Corporate Office Costs [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
General and Administrative Expense | 15,044,000 | $ 16,129,000 | |
Medicare and Medicaid [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Allowance for Doubtful Accounts Receivable | $ 25,457,000 | 22,931,000 | |
Percent of Revenues Derived from Medicare, Medicaid, and Other Government Programs [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration Risk, Percentage | 65.00% | ||
Refundable Advance Fees [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Nonrefundable Resident Entry Fee Percentage | 10.00% | ||
Customer Refundable Fees | $ 10,016,000 | $ 10,219,000 | |
Original Entry Fee [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Refundable Resident Entry Fee Percentage | 90.00% | ||
Appreciation [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Appreciation of Apartment Over Original Resident's Entry Fee, Percentage | 40.00% | ||
Minimum [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Management Services Fees | 6.00% | ||
Minimum [Member] | Building and Building Improvements [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Minimum [Member] | Equipment and Furniture [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Management Services Fees | 7.00% | ||
Maximum [Member] | Building and Building Improvements [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum [Member] | Equipment and Furniture [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years |
Note 3 - Other Revenues (Detail
Note 3 - Other Revenues (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Note 3 - Other Revenues (Details) [Line Items] | ||||
Number of Skilled Nursing Centers | 75 | 75 | ||
Workers Compensation Premium Revenue [Member] | ||||
Note 3 - Other Revenues (Details) [Line Items] | ||||
Health Care Organization, Premium Revenue | $ 1,203,000 | $ 1,184,000 | $ 2,213,000 | $ 2,280,000 |
Professional Liability Insurance [Member] | ||||
Note 3 - Other Revenues (Details) [Line Items] | ||||
Health Care Organization, Premium Revenue | $ 697,000 | 693,000 | $ 1,394,000 | 1,370,000 |
National [Member] | ||||
Note 3 - Other Revenues (Details) [Line Items] | ||||
Number of Skilled Nursing Centers | 5 | 5 | ||
Management Fees Revenue | $ 890,000 | $ 870,000 | $ 1,824,000 | $ 1,795,000 |
Note 3 - Other Revenues (Deta35
Note 3 - Other Revenues (Details) - Summary of Other Revenues - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Note 3 - Other Revenues (Details) - Summary of Other Revenues [Line Items] | ||||
Other Revenues | $ 10,469 | $ 10,923 | $ 20,815 | $ 21,685 |
Management and Accounting Services Fees [Member] | ||||
Note 3 - Other Revenues (Details) - Summary of Other Revenues [Line Items] | ||||
Other Revenues | 3,532 | 4,022 | 7,036 | 8,004 |
Rental Income [Member] | ||||
Note 3 - Other Revenues (Details) - Summary of Other Revenues [Line Items] | ||||
Other Revenues | 4,776 | 4,749 | 9,578 | 9,517 |
Insurance Services [Member] | ||||
Note 3 - Other Revenues (Details) - Summary of Other Revenues [Line Items] | ||||
Other Revenues | 1,900 | 1,877 | 3,607 | 3,650 |
Other Income [Member] | ||||
Note 3 - Other Revenues (Details) - Summary of Other Revenues [Line Items] | ||||
Other Revenues | $ 261 | $ 275 | $ 594 | $ 514 |
Note 4 - Non-operating Income36
Note 4 - Non-operating Income (Details) | Jun. 30, 2015 |
Caris [Member] | |
Note 4 - Non-operating Income (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 75.10% |
Note 4 - Non-operating Income37
Note 4 - Non-operating Income (Details) - Non-operating Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Non-operating Income [Abstract] | ||||
Equity in earnings of unconsolidated investments | $ 1,268 | $ 1,741 | $ 2,386 | $ 3,654 |
Dividends and other net realized gains and losses on sales of securities | 1,629 | 1,432 | 3,505 | 2,958 |
Interest income | 1,233 | 1,108 | 2,461 | 2,241 |
$ 4,130 | $ 4,281 | $ 8,352 | $ 8,853 |
Note 5 - Long-term Leases (Deta
Note 5 - Long-term Leases (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Note 5 - Long-term Leases (Details) [Line Items] | ||||
Operating Leases, Rent Expense (in Dollars) | $ 9,981,000 | $ 9,913,000 | $ 19,966,000 | $ 19,799,000 |
Two Leases with NHI [Member] | ||||
Note 5 - Long-term Leases (Details) [Line Items] | ||||
Number Of Skilled Nursing Centers Leased From NHI | 35 | 35 | ||
Number of Assisted Living Centers Leased From NHI | 7 | 7 | ||
Number of Independent Living Centers Leased From NHI | 3 | 3 | ||
Number of Lease Agreements with NHI | 2 | 2 | ||
Operating Leases, Rent Expense (in Dollars) | $ 18,355,000 | $ 18,267,000 | ||
Lease One with NHI [Member] | ||||
Note 5 - Long-term Leases (Details) [Line Items] | ||||
Operating Leases, Rent Expense, Minimum Rentals (in Dollars) | $ 34,200,000 | |||
Operating Lease Additional Percentage Rent Percentage | 4.00% |
Note 5 - Long-term Leases (De39
Note 5 - Long-term Leases (Details) - Fixed Assets Recorded under Capital Leases - Buildings and Personal Property [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Buildings and personal property | $ 39,032 | $ 39,032 |
Accumulated amortization | (5,233) | (3,271) |
$ 33,799 | $ 35,761 |
Note 5 - Long-term Leases (De40
Note 5 - Long-term Leases (Details) - Future Minimum Lease Payments - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Future Minimum Lease Payments [Abstract] | ||
2,016 | $ 34,200 | |
2,016 | 5,200 | |
2,017 | 34,200 | |
2,017 | 5,200 | |
2,018 | 34,200 | |
2,018 | 5,200 | |
2,019 | 34,200 | |
2,019 | 5,200 | |
2,020 | 34,200 | |
2,020 | 5,200 | |
Thereafter | 228,050 | |
Thereafter | 19,067 | |
Total minimum lease payments | 399,050 | |
Total minimum lease payments | 45,067 | |
Less: Amounts representing interest | (9,992) | |
Present value of minimum lease payments | 35,075 | |
Less: Current portion | (3,182) | $ (3,088) |
Long-term capital lease obligations | $ 31,893 | $ 33,508 |
Note 6 - Earnings Per Share (De
Note 6 - Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Incentive Stock Option [Member] | ||
Note 6 - Earnings Per Share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,804 | 13,149 |
Common Shares Issuable Upon Conversion Of Preferred Stock [Member] | ||
Note 6 - Earnings Per Share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,607,427 | 2,623,007 |
Note 6 - Earnings Per Share (42
Note 6 - Earnings Per Share (Details) - Summary of Earnings and Weighted Average Number of Common Shares Used in Calculation of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Basic: | ||||
Weighted average common shares outstanding | 13,772,873 | 13,868,470 | 13,767,248 | 13,855,900 |
Net income (in Dollars) | $ 12,358 | $ 12,511 | $ 25,600 | $ 25,740 |
Dividends to preferred stockholders (in Dollars) | (2,167) | (2,167) | (4,335) | (4,335) |
Net income available to common stockholders (in Dollars) | $ 10,191 | $ 10,344 | $ 21,265 | $ 21,405 |
Earnings per common share, basic (in Dollars per share) | $ 0.74 | $ 0.75 | $ 1.54 | $ 1.54 |
Diluted: | ||||
Dilutive effect of contingent issuable stock | 450,486 | 347,895 | 410,441 | 312,374 |
Assumed average common shares outstanding | 14,381,746 | 14,282,785 | 14,336,027 | 14,226,887 |
Earnings per common share, diluted (in Dollars per share) | $ 0.71 | $ 0.72 | $ 1.48 | $ 1.50 |
Employee Stock Option [Member] | ||||
Diluted: | ||||
Dilutive effect of securities | 158,387 | 64,611 | 155,972 | 54,534 |
Restricted Stock [Member] | ||||
Diluted: | ||||
Dilutive effect of securities | 1,809 | 2,366 | 4,079 |
Note 7 - Investments in Marke43
Note 7 - Investments in Marketable Securities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | $ 88,926,000 | $ 103,814,000 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 1,442,000 | 824,000 | |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | 0 | $ 0 | |
Proceeds from Sale and Maturity of Marketable Securities | 28,296,000 | $ 27,641,000 | |
Realized Investment Gains (Losses) | $ 421,000 | $ 172,000 |
Note 7 - Investments in Marke44
Note 7 - Investments in Marketable Securities (Details) - Marketable Securities and Restricted Marketable Securities - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Restricted investments available for sale: | ||
Amortized Cost | $ 165,719 | $ 157,642 |
195,895 | 187,818 | |
283,379 | 290,808 | |
Equity Securities [Member] | ||
Investments available for sale: | ||
Marketable equity securities | 30,176 | 30,176 |
Marketable equity securities | 117,906 | 132,535 |
Restricted investments available for sale: | ||
117,906 | 132,535 | |
Corporate Debt Securities [Member] | ||
Restricted investments available for sale: | ||
Amortized Cost | 73,180 | 68,594 |
Fair Value | 72,895 | 68,916 |
72,895 | 68,916 | |
Commercial Mortgage Backed Securities [Member] | ||
Restricted investments available for sale: | ||
Amortized Cost | 54,700 | 63,351 |
Fair Value | 54,516 | 63,252 |
54,516 | 63,252 | |
US Government Corporations and Agencies Securities [Member] | ||
Restricted investments available for sale: | ||
Amortized Cost | 21,293 | 14,623 |
Fair Value | 21,210 | 14,728 |
US States and Political Subdivisions Debt Securities [Member] | ||
Restricted investments available for sale: | ||
Amortized Cost | 16,546 | 11,074 |
Fair Value | 16,852 | 11,377 |
$ 16,852 | $ 11,377 |
Note 7 - Investments in Marke45
Note 7 - Investments in Marketable Securities (Details) - Available for Sale Marketable Equity Securities - NHI Common Stock [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Note 7 - Investments in Marketable Securities (Details) - Available for Sale Marketable Equity Securities [Line Items] | ||
NHI Common Stock (in Shares) | 1,630,642 | 1,630,642 |
NHI Common Stock | $ 24,734 | $ 24,734 |
NHI Common Stock | $ 101,589 | $ 114,080 |
Note 7 - Investments in Marke46
Note 7 - Investments in Marketable Securities (Details) - Amortized Cost and Estimated Fair Value of Debt Securities as Available for Sale - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Maturities: | ||
Within 1 year | $ 14,507 | $ 11,161 |
Within 1 year | 14,551 | 11,190 |
1 to 5 years | 77,956 | 83,542 |
1 to 5 years | 78,605 | 84,028 |
6 to 10 years | 70,985 | 58,863 |
6 to 10 years | 70,113 | 58,872 |
Over 10 years | 2,271 | 4,076 |
Over 10 years | 2,204 | 4,183 |
165,719 | 157,642 | |
$ 165,473 | $ 158,273 |
Note 8 - Fair Value Measureme47
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Cash and cash equivalents | $ 71,500 | $ 69,767 |
Restricted cash and cash equivalents | 10,614 | 10,651 |
Available for sale securities | 283,379 | 290,808 |
Total financial assets | 365,493 | 371,226 |
Equity Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 117,906 | 132,535 |
Corporate Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 72,895 | 68,916 |
Commercial Mortgage Backed Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 54,516 | 63,252 |
US Treasury Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 21,210 | 14,728 |
US States and Political Subdivisions Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 16,852 | 11,377 |
Fair Value, Inputs, Level 1 [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Cash and cash equivalents | 71,500 | 69,767 |
Restricted cash and cash equivalents | 10,614 | 10,651 |
Total financial assets | 270,588 | 269,806 |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 117,906 | 132,535 |
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 41,520 | 39,909 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 21,210 | 14,728 |
Fair Value, Inputs, Level 1 [Member] | US States and Political Subdivisions Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 7,838 | 2,216 |
Fair Value, Inputs, Level 2 [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Total financial assets | 94,905 | 101,420 |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 31,375 | 29,007 |
Fair Value, Inputs, Level 2 [Member] | Commercial Mortgage Backed Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | 54,516 | 63,252 |
Fair Value, Inputs, Level 2 [Member] | US States and Political Subdivisions Debt Securities [Member] | ||
Note 8 - Fair Value Measurements (Details) - Summary of Fair Value Measurements by Level [Line Items] | ||
Available for sale securities | $ 9,014 | $ 9,161 |
Note 9 - Long-term Debt (Detail
Note 9 - Long-term Debt (Details) - Long-term Debt - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Note 9 - Long-term Debt (Details) - Long-term Debt [Line Items] | ||
Long-term Debt | $ 10,000 | $ 10,000 |
$ 10,000 | 10,000 | |
Unsecured Term Note Payable [Member] | ||
Note 9 - Long-term Debt (Details) - Long-term Debt [Line Items] | ||
Weighted Average Interest Rate, Variable | 2.80% | |
Maturities | 2,018 | |
Long-term Debt | $ 10,000 | $ 10,000 |
Revolving Credit Facility [Member] | ||
Note 9 - Long-term Debt (Details) - Long-term Debt [Line Items] | ||
Weighted Average Interest Rate, Variable | 0.90% | |
Maturities | 2,015 |
Note 10 - $75,000,000 Revolvi49
Note 10 - $75,000,000 Revolving Credit Facility (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Oct. 22, 2014 | |
Note 10 - $75,000,000 Revolving Credit Facility (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 75,000,000 | |
Line of Credit Facility, Commitment Fee Percentage | 0.10% | |
Equity Interests of Domestic Subsidiaries Pledged, Percentage | 100.00% | |
Voting Equity Interests of Foreign Subsidiaries Pledged, Percentage | 65.00% | |
Non–Voting Equity Interests of Foreign Subsidiaries Pledged, Percentage | 100.00% | |
Letter of Credit [Member] | ||
Note 10 - $75,000,000 Revolving Credit Facility (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 5,000,000 | |
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |
Eurodollar [Member] | ||
Note 10 - $75,000,000 Revolving Credit Facility (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.70% |
Note 11 - Stock Repurchase Pr50
Note 11 - Stock Repurchase Program (Details) | Aug. 11, 2014USD ($)shares | May. 07, 2015USD ($) |
Note 11 - Stock Repurchase Program (Details) [Line Items] | ||
Stock Repurchase Program, Number of Plans | 2 | |
Stock Repurchased During Period, Shares (in Shares) | shares | 125,000 | |
Stock Repurchased During Period, Value | $ 6,995,000 | |
Common Stock [Member] | ||
Note 11 - Stock Repurchase Program (Details) [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 25,000,000 | |
Preferred Stock [Member] | ||
Note 11 - Stock Repurchase Program (Details) [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 25,000,000 |
Note 12 - Stock-based Compens51
Note 12 - Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | May. 31, 2015 | May. 31, 2010 | May. 31, 2005 | |
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 654,000 | $ 688,000 | $ 1,132,000 | $ 1,170,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 1,125,000 | $ 1,125,000 | |||||
2005 Plan [Member] | |||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,200,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 175,620 | 175,620 | |||||
2005 Plan [Member] | Director [Member] | |||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 45,000 | ||||||
2010 Plan [Member] | |||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,575,000 | 1,200,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 11,804 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,761,940 | 1,761,940 | |||||
Employee Stock Option [Member] | |||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 255 days | ||||||
Maximum [Member] | Incentive Stock Option [Member] | |||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Note 12 - Stock-based Compens52
Note 12 - Stock-based Compensation (Details) - Summary of Assumptions Used to Value Options Granted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary of Assumptions Used to Value Options Granted [Abstract] | ||
Risk–free interest rate | 0.70% | 0.52% |
Expected volatility | 16.50% | 17.30% |
Expected life, in years | 2 years 73 days | 2 years 73 days |
Expected dividend yield | 2.73% | 2.68% |
Note 12 - Stock-based Compens53
Note 12 - Stock-based Compensation (Details) - Summary of Outstanding Stock Options - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary of Outstanding Stock Options [Abstract] | ||
Number of Shares - Options Outstanding | 954,678 | 1,074,552 |
Weighted Average Exercise Price - Options Outstanding | $ 46.92 | $ 46.44 |
Options exercisable at June 30, 2015 | 187,263 | |
Options exercisable at June 30, 2015 | $ 51.36 | |
Options exercisable at June 30, 2015 | $ 2,553,000 | |
Number of Shares - Options Granted | 56,904 | 57,716 |
Weighted Average Exercise Price - Options Granted | $ 61.48 | $ 53.10 |
Number of Shares - Options Exercised | (123,001) | (157,590) |
Weighted Average Exercise Price - Options Exercised | $ 46.67 | $ 45.97 |
Options cancelled | (20,000) | |
Options cancelled | $ 46.69 | |
Number of Shares - Options Outstanding | 888,581 | 954,678 |
Weighted Average Exercise Price - Options Outstanding | $ 47.88 | $ 46.92 |
Aggregate Intrinsic Value - Options Outstanding | $ 15,202,000 |
Note 12 - Stock-based Compens54
Note 12 - Stock-based Compensation (Details) - Options Outstanding - Jun. 30, 2015 - $ / shares | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | 888,581 |
Weighted Average Exercise Price | $ 47.88 |
Weighted Average Remaining Contractual Life in Years | 1 year 73 days |
Exercise Price Range 1 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | 831,777 |
Exercise Price, Lower Range | $ 44.80 |
Exercise Price, Upper Range | 52.93 |
Weighted Average Exercise Price | $ 46.95 |
Weighted Average Remaining Contractual Life in Years | 1 year |
Exercise Price Range 2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | 56,804 |
Exercise Price, Lower Range | $ 61.25 |
Exercise Price, Upper Range | 62.34 |
Weighted Average Exercise Price | $ 61.48 |
Weighted Average Remaining Contractual Life in Years | 3 years 328 days |
Note 12 - Stock-based Compens55
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Activity - Restricted Stock [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Activity [Line Items] | ||
Non–vested restricted shares at January 1, 2014 | 6,000 | 12,000 |
Non–vested restricted shares at January 1, 2014 | $ 34.46 | $ 34.46 |
Number of Shares, Vested | 6,000 | 6,000 |
Weighted Average Grant Date Fair Value, Vested | $ 34.46 | $ 34.46 |
Number of Shares | 6,000 | |
Weighted Average Grant Date Fair Value | $ 34.46 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Note 13 - Income Taxes (Details) [Line Items] | ||||
Income Tax Expense (Benefit) | $ 7,478,000 | $ 7,853,000 | $ 15,894,000 | $ 16,184,000 |
Effective Income Tax Rate Reconciliation, Percent | 37.70% | 38.60% | 38.30% | 38.60% |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ (121,000) | $ (117,000) | $ (330,000) | $ (306,000) |
Unrecognized Tax Benefits | 14,600,000 | 14,600,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 2,796,000 | 2,796,000 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,895,000 | $ 4,895,000 | ||
Income Tax Examination, Year under Examination | 2,012 | |||
Permanent Differences [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Unrecognized Tax Benefits, Period Increase (Decrease) | (15,000) | $ (70,000) | $ (38,000) | $ (97,000) |
Unrecognized Tax Benefits | 4,895,000 | 4,895,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 2,481,000 | 2,481,000 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | (1,065,000) | (1,065,000) | ||
Deferred Tax Assets [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Unrecognized Tax Benefits | 9,705,000 | 9,705,000 | ||
Lapse of Statute of Limitations [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | (2,274,000) | (2,274,000) | ||
Temporary Difference [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | (1,209,000) | (1,209,000) | ||
Permanent and Temporary Differences [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 623,000 | $ 623,000 | ||
Earliest Tax Year [Member] | ||||
Note 13 - Income Taxes (Details) [Line Items] | ||||
Open Tax Year | 2,011 |
Note 14 - Contingencies and C57
Note 14 - Contingencies and Commitments (Details) | 6 Months Ended | 18 Months Ended | 36 Months Ended | |||||||
Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2007USD ($) | Jan. 01, 2016USD ($) | May. 07, 2015USD ($) | May. 06, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 22, 2014USD ($) | |
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Self Insurance Reserve | $ 108,515,000 | $ 108,515,000 | $ 106,218,000 | |||||||
Direct Business Coverage Statutory Limits | $ 1,000,000 | |||||||||
Malpractice Loss Contingency, Number of Claims | 29 | 29 | ||||||||
Annual Excess Coverage | $ 9,000,000 | $ 4,000,000 | $ 9,000,000 | $ 7,500,000 | ||||||
Number of Nursing Facilities Under Medicaid Cost Report Audits | 11 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | |||||||||
Caris [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 75.10% | 75.10% | ||||||||
Coverage Amount per Incident [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Primary Insurance Coverage Amount Per Incident | $ 1,000,000 | |||||||||
Coverage Amount per Location [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Primary Insurance Coverage Amount Per Location | $ 3,000,000 | |||||||||
National [Member] | Line of Credit [Member] | National HealthCare [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | $ 2,000,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.76% | 2.76% | ||||||||
Long-term Line of Credit | $ 3,500,000 | $ 3,500,000 | $ 0 | |||||||
National [Member] | Line of Credit [Member] | National HealthCare [Member] | Scenario, Forecast [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||||||||
National [Member] | Line of Credit [Member] | Prime Rate [Member] | National HealthCare [Member] | ||||||||||
Note 14 - Contingencies and Commitments (Details) [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 85.00% |