DEI Info Cover Page Document
DEI Info Cover Page Document - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Entity Information [Abstract] | ||
Entity Registrant Name | ENSIGN GROUP, INC | |
Entity Central Index Key | 1,125,376 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 25,558,912 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 50,635 | $ 50,408 |
Accounts receivable—less allowance for doubtful accounts of $23,913 and $20,438 at June 30, 2015 and December 31, 2014, respectively | 171,362 | 130,051 |
Investments—current | 4,751 | 6,060 |
Prepaid income taxes | 4,719 | 2,992 |
Prepaid expenses and other current assets | 12,395 | 8,434 |
Deferred tax asset—current | 10,602 | 10,615 |
Total current assets | 255,945 | 213,642 |
Property and equipment, net | 243,881 | 149,708 |
Insurance subsidiary deposits and investments | 19,857 | 17,873 |
Escrow deposits | 3,344 | 16,153 |
Deferred tax asset | 11,500 | 11,509 |
Restricted and other assets | 6,825 | 6,833 |
Intangible assets, net | 38,580 | 35,568 |
Goodwill | 32,781 | 30,269 |
Other indefinite-lived intangibles | 16,226 | 12,361 |
Total assets | 628,939 | 493,916 |
Current liabilities: | ||
Accounts payable | 33,843 | 33,186 |
Accrued wages and related liabilities | 58,482 | 56,712 |
Accrued self-insurance liabilities—current | 16,537 | 15,794 |
Other accrued liabilities | 34,431 | 24,630 |
Current maturities of long-term debt | 501 | 111 |
Total current liabilities | 143,794 | 130,433 |
Long-term debt—less current maturities | 49,019 | 68,279 |
Accrued self-insurance liabilities—less current portion | 35,856 | 34,166 |
Deferred rent and other long-term liabilities | 3,357 | 3,235 |
Total liabilities | $ 232,026 | $ 236,113 |
Commitments and Contingencies | ||
Equity: | ||
Common stock; $0.001 par value; 75,000 shares authorized; 25,868 and 25,536 shares issued and outstanding at June 30, 2015, respectively, and 22,924 and 22,591 shares issued and outstanding at December 31, 2014, respectively (Note 3) | $ 26 | $ 22 |
Additional paid-in capital | 228,912 | 114,293 |
Retained earnings | 170,355 | 145,846 |
Common stock in treasury, at cost, 146 and 150 shares at June 30, 2015 and December 31, 2014, respectively | (1,294) | (1,310) |
Total Ensign Group, Inc. stockholders’ equity | 397,999 | 258,851 |
Non-controlling interest | (1,086) | (1,048) |
Total equity | 396,913 | 257,803 |
Total liabilities and equity | 628,939 | 493,916 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Current assets: | ||
Cash and cash equivalents | 50,408 | |
Restricted cash—current | $ 1,481 | $ 5,082 |
Consolidated Balance Sheets Bal
Consolidated Balance Sheets Balance Sheet Paranthetical - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Allowance for doubtful accounts | $ 23,913 | $ 20,438 |
Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000 | 75,000 |
Common stock, shares issued | 25,868 | 22,924 |
Common stock, shares outstanding | 25,536 | 22,591 |
Common stock in treasury, at cost | 146 | 150 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue | $ 311,056 | $ 250,043 | $ 617,585 | $ 489,696 |
Expense: | ||||
Cost of services (exclusive of facility rent, general and administrative and depreciation and amortization expenses shown separately below) | 248,292 | 202,057 | 489,748 | 391,795 |
Facility rent—cost of services | 19,066 | 8,283 | 38,031 | 11,832 |
General and administrative expense | 15,335 | 18,257 | 29,751 | 31,414 |
Depreciation and amortization | 6,379 | 7,804 | 12,896 | 16,666 |
Total expenses | 289,072 | 236,401 | 570,426 | 451,707 |
Income from operations | 21,984 | 13,642 | 47,159 | 37,989 |
Other income (expense): | ||||
Interest expense | (567) | (8,720) | (1,233) | (12,083) |
Interest income | 195 | 134 | 361 | 293 |
Other expense, net | (372) | (8,586) | (872) | (11,790) |
Income (loss) before provision for income taxes | 21,612 | 5,056 | 46,287 | 26,199 |
Provision (benefit) for income taxes | 8,379 | 3,523 | 17,964 | 11,625 |
Net income | 13,233 | 1,533 | 28,323 | 14,574 |
Less: net loss attributable to noncontrolling interests | 45 | (474) | (37) | (959) |
Net income (loss) attributable to The Ensign Group, Inc. | $ 13,188 | $ 2,007 | $ 28,360 | $ 15,533 |
Basic: | ||||
Net income (loss) attributable to The Ensign Group, Inc. | $ 0.52 | $ 0.09 | $ 1.15 | $ 0.70 |
Diluted: | ||||
Net income (loss) attributable to The Ensign Group, Inc. | $ 0.50 | $ 0.09 | $ 1.11 | $ 0.68 |
Weighted average common shares outstanding: | ||||
Basic | 25,474 | 22,259 | 24,695 | 22,214 |
Diluted | 26,433 | 22,960 | 25,636 | 22,915 |
Dividends per share | $ 0.075 | $ 0.070 | $ 0.150 | $ 0.140 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net income | $ 13,233 | $ 1,533 | $ 28,323 | $ 14,574 |
Other comprehensive income, net of tax: | ||||
Unrealized (loss) gain on interest rate swap, net of income tax of $78 for the six months ended June 30, 2014. | 0 | (30) | 0 | 89 |
Reclassification of derivative loss to income, net of income tax benefit of $638 for the three and six months ended June 30, 2014. | 0 | 1,023 | 0 | 1,023 |
Comprehensive income (loss) | 13,233 | 2,526 | 28,323 | 15,686 |
Less: net loss attributable to noncontrolling interests | 45 | (474) | (37) | (959) |
Comprehensive income (loss) attributable to The Ensign Group, Inc. | $ 13,188 | $ 3,000 | $ 28,360 | $ 16,645 |
Consolidated Statement of Comp6
Consolidated Statement of Comprehensive Income Comprehensive Income Paranthetical - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Other Comprehensive Loss: | ||||
Income tax effect on realized loss on interest rate swap | $ 0 | $ (638) | $ 0 | $ (638) |
Income tax effect on unrealized gain on interest rate swap | $ 0 | $ 0 | $ 0 | $ 78 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 28,323 | $ 14,574 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 12,896 | 16,666 |
Amortization of deferred financing fees and debt discount | 296 | 391 |
Deferred income taxes | 16 | (543) |
Provision for doubtful accounts | 8,468 | 6,634 |
Share-based compensation | 3,226 | 2,383 |
Excess tax benefit from share-based compensation | (1,900) | (1,932) |
Loss on extinguishment of debt | 0 | 4,067 |
Loss on termination of interest rate swap | 0 | 1,661 |
Loss (gain) on disposition of property and equipment | 0 | 5 |
Change in operating assets and liabilities | ||
Accounts receivable | (49,735) | (19,712) |
Prepaid income taxes | (1,728) | (329) |
Prepaid expenses and other current assets | (3,909) | 1,605 |
Insurance subsidiary deposits and investments | (676) | 267 |
Accounts payable | (654) | 3,733 |
Accrued wages and related liabilities | 1,770 | 4,521 |
Other accrued liabilities | 7,991 | 3,233 |
Accrued self-insurance | 2,301 | (72) |
Deferred rent liability | 123 | (75) |
Net cash provided by operating activities | 6,808 | 37,077 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (28,774) | (32,577) |
Cash payment for business acquisitions | (61,007) | (38,442) |
Cash payment for asset acquisitions | (15,853) | (7,513) |
Escrow deposits | (3,344) | (1,880) |
Escrow deposits used to fund business acquisitions | 16,153 | 1,000 |
Increase in restricted cash | 0 | (8,219) |
Use of restricted cash | 3,601 | 0 |
Restricted and other assets | 203 | (226) |
Net cash used in investing activities | (89,427) | (87,405) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt (Note 15) | 129,000 | 340,677 |
Payments on long term debt | (154,118) | (241,171) |
Proceeds from Issuance of Common Stock | 112,078 | 0 |
Payments of Stock Issuance Costs | (5,751) | 0 |
Issuance of treasury stock upon exercise of options | 16 | 171 |
Cash retained by CareTrust at separation | 0 | (78,731) |
Issuance of common stock upon exercise of options | 3,344 | 2,197 |
Dividends paid | (3,629) | (3,166) |
Excess tax benefit from share-based compensation | 1,906 | 1,941 |
Prepayment penalty on early retirement of debt | 0 | (2,069) |
Payments of deferred financing costs | 0 | (12,883) |
Net cash used in financing activities | 82,846 | 6,966 |
Net (decrease) increase in cash and cash equivalents | 227 | (43,362) |
Cash and cash equivalents beginning of period | 50,408 | 65,755 |
Cash and cash equivalents end of period | 50,635 | 22,393 |
Cash paid during the period for: | ||
Interest | 1,280 | 6,976 |
Income taxes | 17,766 | 13,683 |
Non-cash financing and investing activity: | ||
Refundable deposits assumed as part of business acquisition | 3,488 | 0 |
Accrued capital expenditures | 4,244 | 676 |
Debt assumed as part of business acquisition | $ 6,248 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
DESCRIPTION OF BUSINESS [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | DESCRIPTION OF BUSINESS The Company - The Ensign Group, Inc. (collectively, Ensign or the Company), is a holding company with no direct operating assets, employees or revenue. The Company, through its operating subsidiaries, is a provider of skilled nursing, rehabilitative care services, home health, home care, hospice care, assisted living and urgent care services. As of June 30, 2015 , the Company operated 150 facilities, fourteen home health and twelve hospice agencies, three home care operations, one transitional care management company, seventeen urgent care centers and a mobile x-ray and diagnostic company, located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Oregon, Texas, Utah, Washington and Wisconsin. The Company's operating subsidiaries, each of which strives to be the operation of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home health, home care, hospice, mobile x-ray and diagnostic and urgent care services. The Company's operating subsidiaries have a collective capacity of approximately 16,000 operational skilled nursing, assisted living and independent living beds. As of June 30, 2015 , the Company owned 26 of its 150 affiliated facilities and leased an additional 124 facilities through long-term lease arrangements, and had options to purchase three of those 124 facilities. As of December 31, 2014 , the Company owned 11 of its 136 affiliated facilities and leased an additional 125 facilities through long-term lease arrangements, and had options to purchase three of those 125 facilities. Certain of the Company’s wholly-owned independent subsidiaries, collectively referred to as the Service Center, provide certain accounting, payroll, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly-owned captive insurance subsidiary (the Captive) that provides some claims-made coverage to the Company’s operating subsidiaries for general and professional liability, as well as coverage for certain workers’ compensation insurance liabilities. Each of the Company's affiliated operations are operated by separate, wholly-owned, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities, as well as the use of the terms “we,” “us,” “our” and similar terms in this quarterly report is not meant to imply, nor should it be construed as meaning, that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries, are operated by The Ensign Group. Other Information — The accompanying condensed consolidated financial statements as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 (collectively, the Interim Financial Statements) are unaudited. Certain information and note disclosures normally included in annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. Readers of the Interim Financial Statements should refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 which are included in the Company’s annual report on Form 10-K, File No. 001-33757 (the Annual Report) filed with the Securities and Exchange Commission (SEC). Management believes that the Interim Financial Statements reflect all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations in all material respects. The results of operations presented in the Interim Financial Statements are not necessarily representative of operations for the entire year. |
REIT Spin-Off
REIT Spin-Off | 6 Months Ended |
Jun. 30, 2015 | |
REIT Spin-Off [Abstract] | |
Proposed Spin-Off of Real Estate Assets Through a Real Estate Investment Trust (REIT) [Text Block] | SPIN-OFF OF REAL ESTATE ASSETS THROUGH A REAL ESTATE INVESTMENT TRUST On June 1, 2014, the Company completed its plan to separate into two separate publicly traded companies by creating a newly formed, publicly traded real estate investment trust (REIT), known as CareTrust REIT, Inc. (CareTrust), through a tax free spin-off (the Spin-Off). The Company effected the Spin-Off by distributing to its stockholders one share of CareTrust common stock for each share of Ensign common stock held at the close of business on May 22, 2014, the record date for the Spin-Off. The Company received a private letter ruling from the Internal Revenue Service (IRS) substantially to the effect that the Spin-Off will qualify as a tax-free transaction for U.S. federal income tax purposes. The private letter ruling relies on certain facts, representations, assumptions and undertakings. In connection with the Spin-Off, the Company contributed to CareTrust the assets and liabilities associated with 94 real property and three independent living facilities that CareTrust now operates and that were previously owned by the Company. The Company also retired all outstanding borrowings as of the date of the Spin-Off with a portion of the proceeds received from the Spin-Off. As a result of the Spin-Off, CareTrust owns all of the 94 real property and leases back those assets to the Company under eight “triple-net” master lease agreements (collectively, the Master Leases), which have terms ranging from 12 to 19 years that, at the Company’s option, may be extended for two or three five -year renewal terms beyond the initial term, on the same terms and conditions. The Company continues to operate the affiliated skilled nursing, assisted living and independent living facilities that are leased from CareTrust pursuant to the Master Leases. Commencing in the third year of the term of the Master Leases, the rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5% . Annual rent expense under the Master Leases will be approximately $56,000 during each of the first two years of the Master Leases. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. See further discussion at Note 19, Leases . The Company incurred transaction costs of $7,281 and $8,871 for the three and six months ended June 30, 2014 associated with the Spin-Off, which are included in general and administrative expenses within the condensed consolidated statements of income, which did not recur in 2015. |
Common Stock Offering (Notes)
Common Stock Offering (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock Offering [Abstract] | |
Common stock offering [Text Block] | COMMON STOCK OFFERING On July 15, 2014, the Company filed a Registration Statement on Form S-3 with the SEC for future public offerings of any combination of common stock, preferred stock and warrants. On February 9, 2015, the Company entered into an underwriting agreement with Wells Fargo Securities, LLC as representative of the underwriters named therein (collectively, the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters 2,500 shares of its common stock and also agreed to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of up to 375 additional shares of common stock (the Common Stock Offering). Subsequently, the Company issued 2,734 shares for approximately $41.00 per share. After deducting $5,604 in underwriting discounts and commissions, the Company received net proceeds of $106,474 , before other issuance costs of $321 . The Company used $94,000 of the net proceeds to pay off the outstanding amounts under its revolving credit facility with a lending consortium arranged by SunTrust (the Credit Facility). |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States. The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its consolidated statements of income. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities was not material at June 30, 2015 . Estimates and Assumptions — The preparation of Interim Financial Statements in conformity with GAAP requires management 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 revenue and expenses during the reporting periods. The most significant estimates in the Company’s Interim Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, worker’s compensation, and healthcare claims included in accrued self-insurance liabilities, and income taxes. Actual results could differ from those estimates. Fair Value of Financial Instruments — The Company’s financial instruments consist principally of cash and cash equivalents, debt security investments, accounts receivable, insurance subsidiary deposits, accounts payable and borrowings. The Company believes all of the financial instruments’ recorded values approximate fair values because of their nature or respective short durations. Revenue Recognition — The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. Revenue from the Medicare and Medicaid programs accounted for 68.5% and 68.8% of the Company's revenue for the three and six months ended June 30, 2015 , respectively, and 70.2% and 70.7% for the three and six months ended June 30, 2014 , respectively. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were not material to the Company's consolidated revenue for the three and six months ended June 30, 2015 and 2014 , except for additional payments from the State of California for quality improvements under the Quality and Accountability Supplemental Payment Program. The Company’s service specific revenue recognition policies are as follows: Skilled Nursing, Assisted and Independent Living Revenue The Company’s revenue is derived primarily from providing long-term healthcare services to residents and is recognized on the date services are provided at amounts billable to individual residents. For residents under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts or rate on a per patient, daily basis or as services are performed. The Company is participating in the recently established Upper Payment Limit (UPL) supplemental payment program in the state of Texas that provides supplemental Medicaid payments for skilled nursing facilities that are licensed to non-state government-owned entities such as county hospital districts. The Company's operating subsidiaries, previously operating ten company-owned Texas skilled nursing facilities, entered into transactions with several such hospital districts providing for the transfer of the licenses for those skilled nursing facilities to the hospital districts through management agreements with the respective hospital districts, and providing further for the Company's operating subsidiaries to retain the management of those facilities on behalf of the hospital districts, which are all participating in the UPL program. Each affected operating subsidiary therefore retains operations of its skilled nursing facility and each agreement between the hospital district and the Company's subsidiary is terminable by either party to fully restore the prior license status. Home Health Revenue Medicare Revenue Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) an outlier payment if patient care was unusually costly; (b) a low utilization payment adjustment if the number of visits was fewer than five; (c) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required; (e) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by the Medicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments. The Company makes adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered. In addition to revenue recognized on completed episodes, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress are 60-day episodes of care that begin during the reporting period, but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and its estimate of the average percentage complete based on visits performed. Non-Medicare Revenue Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms. Non-episodic Based Revenue - Revenue is recorded on an accrual basis based upon the date of service at amounts equal to its established or estimated per-visit rates, as applicable. Hospice Revenue Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities. Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans and private payor sources. Estimated provisions for doubtful accounts are recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectability of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances. Property and Equipment — Property and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to 59 years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term. Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. Management has evaluated its long-lived assets and has not identified any asset impairment during the three and six months ended June 30, 2015 or 2014 . Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility, typically ranging from five to 52 years. Patient base is amortized over a period of four to eight months, depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. Trade names at affiliated facilities are amortized over 30 years and customer relationships are amortized over a period up to 20 years. The Company's indefinite-lived intangible assets consist of trade names and home health and hospice Medicare licenses. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit (operating segment or one level below an operating segment) below its carrying amount. The Company performs its annual test for impairment during the fourth quarter of each year. See further discussion at Note 13, Goodwill and Other Indefinite-Lived Intangible Assets . Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. For claims made after January 1, 2013, the combined self-insured retention was $500 per claim, subject to an additional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For all California affiliated facilities, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a $5,000 blanket aggregate limit. For all facilities outside of California, except those located in Colorado, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a $5,000 blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits was $1,000 per claim and $3,000 per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. The Company’s policy is to accrue amounts equal to the actuarially estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $28,700 and $29,313 as of June 30, 2015 and December 31, 2014 , respectively. The Company’s operating subsidiaries are self-insured for workers’ compensation in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individual stop-loss coverage that insures individual claims that exceed $750 per occurrence. As of July 1, 2014, the Company’s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 per occurrence. In Washington, the operating subsidiaries' coverage is financed through premiums paid by the employers and employees. The claims and pay benefits are managed through a state insurance pool. Outside of California, Texas, and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. In all states except Washington, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $17,180 and $14,590 as of June 30, 2015 and December 31, 2014 , respectively. In addition, the Company has recorded an asset and equal liability of $2,388 and $2,256 at June 30, 2015 and December 31, 2014 , respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 14, Restricted and Other Assets. The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $300 for each covered person with an additional one-time aggregate individual stop loss deductible of $75 . The Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $4,125 and $3,801 as of June 30, 2015 and December 31, 2014 , respectively. The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and while management believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company’s actual liability exceeds its estimates of loss, its future earnings, cash flows and financial condition would be adversely affected. Income Taxes —Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets; however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. For interim reporting purposes, the provision for income taxes is determined based on the estimated annual effective income tax rate applied to pre-tax income, adjusted for certain discrete items occurring during the period. In determining the effective income tax rate for interim financial statements, the Company must consider expected annual income, permanent differences between financial reporting and tax recognition of income or expense and other factors. When the Company takes uncertain income tax positions that do not meet the recognition criteria, it records a liability for underpayment of income taxes and related interest and penalties, if any. In considering the need for and magnitude of a liability for such positions, the Company must consider the potential outcomes from a review of the positions by the taxing authorities. In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ. Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its condensed consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grants and other variables. Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense for operating leases that contain scheduled rent increases on a straight-line basis over the term of the lease. The lease term used for straight-line rent expense is calculated from the date the Company is given control of the leased premises through the end of the lease term. The lease term used for this evaluation also provides the basis for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense. Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (FASB) ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management and certain standards are under consideration. In February 2015, the FASB issued amendments to the consolidation analysis, which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2015, which will be the Company's fiscal year 2016, with early adoption permitted. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued its final standard on presentation of debt issuance costs, which changes the presentation of debt issuance costs in the financial statement to represent such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2015, which will be the Company's fiscal year 2016, with early adoption permitted. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB formally deferred for one year the effective date of the new revenue standard and decided to permit entities to early adopt the standard. The guidance will be effective for fiscal years beginning after December 15, 2017, which will be the Company's fiscal year 2018. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. |
Computation of Net Income Per C
Computation of Net Income Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract] | |
Earnings Per Share [Text Block] | COMPUTATION OF NET INCOME PER COMMON SHARE Basic net income per share is computed by dividing income from continuing operations attributable to The Ensign Group, Inc. stockholders by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net Income $ 13,233 $ 1,533 $ 28,323 $ 14,574 Less: net income (loss) attributable to noncontrolling interests 45 (474 ) (37 ) (959 ) Net income attributable to The Ensign Group, Inc. $ 13,188 $ 2,007 $ 28,360 $ 15,533 Denominator: Weighted average shares outstanding for basic net income per share 25,474 22,259 24,695 22,214 Basic net income per common share attributable to The Ensign Group, Inc. $ 0.52 $ 0.09 $ 1.15 $ 0.70 A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net Income $ 13,233 $ 1,533 $ 28,323 $ 14,574 Less: net income (loss) attributable to noncontrolling interests 45 (474 ) (37 ) (959 ) Net income attributable to The Ensign Group, Inc. $ 13,188 $ 2,007 $ 28,360 $ 15,533 Denominator: Weighted average common shares outstanding 25,474 22,259 24,695 22,214 Plus: incremental shares from assumed conversion (1) 959 701 941 701 Adjusted weighted average common shares outstanding 26,433 22,960 25,636 22,915 Diluted net income per common share attributable to The Ensign Group, Inc. $ 0.50 $ 0.09 $ 1.11 $ 0.68 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 107 and 143 for the three and six months ended June 30, 2015 , respectively, and 608 and 447 for the three and six months ended June 30, 2014 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE MEASUREMENTS Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash and cash equivalents $ 50,635 $ — $ — $ 50,408 $ — $ — Restricted cash $ 1,481 $ — $ — $ 5,082 $ — $ — Our non-financial assets, which include long-lived assets, including goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, we assess our long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value. See Note 4, Summary of Significant Accounting Policies for further discussion of the Company's significant accounting policies. Debt Security Investments - Held to Maturity At June 30, 2015 and December 31, 2014 , the Company had approximately $24,608 and $23,933 , respectively, in debt security investments which were classified as held to maturity and carried at amortized cost. The carrying value of the debt securities approximates fair value. The Company has the intent and ability to hold these debt securities to maturity. Further, as of June 30, 2015 , the debt security investments are held in AA, A and BBB+ rated debt securities. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 6 Months Ended |
Jun. 30, 2015 | |
REVENUE AND ACCOUNTS RECEIVABLE [Abstract] | |
Revenue and Accounts receivable [Text Block] | REVENUE AND ACCOUNTS RECEIVABLE Revenue for the three and six months ended June 30, 2015 and 2014 is summarized in the following tables: Three Months Ended June 30, 2015 2014 Revenue % of Revenue Revenue % of Revenue Medicaid $ 100,873 32.4 % $ 85,937 34.4 % Medicare 95,396 30.7 77,333 30.9 Medicaid — skilled 16,745 5.4 12,353 4.9 Total Medicaid and Medicare 213,014 68.5 175,623 70.2 Managed care 47,633 15.3 35,776 14.3 Private and other payors (1) 50,409 16.2 38,644 15.5 Revenue $ 311,056 100.0 % $ 250,043 100.0 % (1) Private and other payors includes revenue from urgent care centers and other ancillary services. Six Months Ended June 30, 2015 2014 Revenue % of Revenue Revenue % of Revenue Medicaid $ 202,502 32.8 % $ 169,279 34.6 % Medicare 189,752 30.7 153,803 31.4 Medicaid — skilled 32,282 5.3 22,961 4.7 Total Medicaid and Medicare 424,536 68.8 346,043 70.7 Managed care 93,963 15.2 68,754 14.0 Private and other payors (1) 99,086 16.0 74,899 15.3 Revenue $ 617,585 100.0 % $ 489,696 100.0 % (1) Private and other payors includes revenue from urgent care centers and other ancillary services. Accounts receivable as of June 30, 2015 and December 31, 2014 is summarized in the following table: June 30, 2015 December 31, Medicaid $ 69,954 $ 45,943 Managed care 48,410 39,782 Medicare 40,509 32,861 Private and other payors 36,402 31,903 195,275 150,489 Less: allowance for doubtful accounts (23,913 ) (20,438 ) Accounts receivable $ 171,362 $ 130,051 |
Business Segments (Notes)
Business Segments (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Business Segments [Abstract] | |
Segment Reporting Disclosure [Text Block] | BUSINESS SEGMENTS The Company has two reportable operating segments: (1) transitional, skilled and assisted living services (TSA services), which includes the operation of skilled nursing facilities and assisted and independent living facilities and is the largest portion of the Company's business and (2) home health and hospice services, which includes the Company's home health, home care and hospice businesses. The Company's Chief Executive Officer, who is the chief operating decision maker, or CODM, reviews financial information at the operating segment level. The Company also reports an “all other” category that includes revenue from its urgent care centers and a mobile x-ray and diagnostic company. The urgent care centers and mobile x-ray and diagnostic business are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. The reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The "all other" category also includes operating expenses that the Company does not allocate to operating segments as these expenses are not included in the segment operating performance measures evaluated by the CODM. Previously, the Company had a single reportable segment, healthcare services, which included providing skilled nursing, assisted living, home health and hospice, urgent care and related ancillary services. The Company has presented 2014 financial information on a comparative basis to conform with the current period segment presentation. As of June 30, 2015 , TSA services included 150 wholly-owned skilled nursing affiliated facilities that offer post-acute, rehabilitative custodial and specialty skilled nursing care, as well as wholly-owned assisted and independent living affiliated facilities that provide room and board and social services. Home health and hospice services were provided to patients through the Company's 26 agencies. The Company's urgent care services, which is included in "all other" category, were provided to patients by the Company's wholly owned urgent care operating subsidiaries. As of June 30, 2015 , the Company held 80% of the membership interest of a mobile x-ray and diagnostic company, which revenue is included in the "all other" category. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and are included in the "all other" category in the selected segment financial data that follows. The accounting policies of the reporting segments are the same as those described in Note 4 , Summary of Significant Accounting Policies. The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below. Segment revenues by major payor source were as follows: Three Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 98,461 $ 2,412 $ — $ 100,873 32.4 % Medicare 81,831 13,565 — 95,396 30.7 Medicaid-skilled 16,745 — — 16,745 5.4 Subtotal 197,037 15,977 — 213,014 68.5 Managed care 45,241 2,392 — 47,633 15.3 Private and other 39,358 1,575 9,476 50,409 16.2 Total revenue $ 281,636 $ 19,944 $ 9,476 $ 311,056 100.0 % Three Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 84,838 $ 1,099 $ — $ 85,937 34.4 % Medicare 68,447 8,886 — 77,333 30.9 Medicaid-skilled 12,353 — — 12,353 4.9 Subtotal 165,638 9,985 — 175,623 70.2 Managed care 33,883 1,893 — 35,776 14.3 Private and other 32,494 826 5,324 38,644 15.5 Total revenue $ 232,015 $ 12,704 $ 5,324 $ 250,043 100.0 % Six Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 198,168 $ 4,334 $ — $ 202,502 32.8 % Medicare 163,521 26,231 — 189,752 30.7 % Medicaid-skilled $ 32,282 $ — $ — 32,282 5.3 % Subtotal 393,971 30,565 — 424,536 68.8 Managed care $ 89,348 $ 4,615 $ — 93,963 15.2 % Private and other 77,090 3,080 18,916 99,086 16.0 % Total revenue $ 560,409 $ 38,260 $ 18,916 $ 617,585 100.0 % Six Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 167,225 $ 2,054 $ — $ 169,279 34.6 % Medicare 136,954 16,849 — 153,803 31.4 % Medicaid-skilled $ 22,961 $ — $ — $ 22,961 4.7 % Subtotal 327,140 18,903 — 346,043 70.7 % Managed care $ 65,179 $ 3,575 $ — $ 68,754 14.0 % Private and other 63,818 1,372 9,709 74,899 15.3 % Total revenue $ 456,137 $ 23,850 $ 9,709 $ 489,696 100.0 % The following table sets forth selected financial data consolidated by business segment: Three Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Elimination Total Revenue from external customers $ 281,636 $ 19,944 $ 9,476 $ 311,056 Intersegment revenue (1) 573 — 188 (761 ) — Total revenue $ 282,209 $ 19,944 $ 9,664 $ (761 ) $ 311,056 Income from operations $ 35,067 $ 2,996 $ (16,079 ) $ — $ 21,984 Interest expense, net of interest income $ 372 Income before provision for income taxes $ 21,612 Depreciation and amortization $ 4,877 $ 224 $ 1,278 $ — $ 6,379 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, mobile x-ray and diagnostic company and urgent care centers to the Company's other operating subsidiaries. Three Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Elimination Total Revenue from external customers $ 232,015 $ 12,704 $ 5,324 $ 250,043 Intersegment revenue (1) 470 — 150 (620 ) — Total revenue $ 232,485 $ 12,704 $ 5,474 $ (620 ) $ 250,043 Income from operations $ 31,372 $ 2,213 $ (19,943 ) $ — $ 13,642 Interest expense, net of interest income $ 8,586 Income before provision for income taxes $ 5,056 Depreciation and amortization $ 6,600 $ 126 $ 1,078 $ — $ 7,804 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, mobile x-ray and diagnostic company and urgent care centers to the Company's other operating subsidiaries. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITIONS [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS The Company’s acquisition strategy is to purchase or lease operating subsidiaries that are complementary to the Company’s current affiliated facilities, accretive to the Company's business or otherwise advance the Company's strategy. The results of all the Company’s operating subsidiaries are included in the accompanying Interim Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. The Company also enters into long-term leases that include options to purchase the affiliated facilities. As a result, from time to time, the Company will acquire affiliated facilities that the Company has been operating under third-party leases. During the six months ended June 30, 2015 , the Company continued to expand its operations with the addition of nine stand-alone skilled nursing operations, five assisted and independent living operations, two home health agencies, one home care operation and three urgent care centers to its operations. The aggregate purchase price of the 18 business acquisitions was approximately $64,495 , which was paid with cash of $61,007 and assumed liabilities of $3,488 . In addition, the Company also entered into a long-term lease agreement for one skilled nursing operation. The details of the operating subsidiaries acquired during the three and six months ended June 30, 2015 are as follows: • On January 1, 2015, the Company acquired three skilled nursing operations, one assisted and independent living operation, one home health agency and two urgent care centers for an aggregate purchase price of approximately $19,045 , which included the real estate of the skilled nursing and assisted and independent living operations. The acquisitions for the skilled nursing and assisted living operations added 244 and 17 operational skilled nursing beds and operational assisted and independent living units, respectively, operated by the Company's operating subsidiaries. The acquisition of the home health agency and urgent care centers did not impact the Company's operational bed count. • On February 1, 2015, the Company acquired two skilled nursing operations and one assisted and independent living operation for an aggregate purchase price of approximately $23,152 , which included assumed liabilities of $3,488 . The Company acquired the real estate of the skilled nursing and assisted and independent living operations as part of the acquisitions. The acquisitions added 163 and 328 operational skilled nursing beds and operational assisted and independent living units, respectively, operated by the Company's operating subsidiaries. • On April 1, 2015, the Company entered into a long-term lease agreement for one skilled nursing operation, which includes an option to purchase the real estate. The Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The long-term lease added 60 operational skilled nursing beds operated by the Company's operating subsidiaries. • On April 15, 2015, the Company acquired three assisted living operations for an aggregate purchase price of approximately $11,305 , including the real estate of the assisted living operations. The acquisitions added 263 operational assisted living units operated by the Company's operating subsidiaries. • On May 1, 2015, the Company acquired three skilled nursing operations and one home care operation for an aggregate purchase price of approximately $10,043 , including the real estate of the skilled nursing operations. The acquisitions of the skilled nursing operations added 262 operational skilled nursing beds operated by the Company's operating subsidiaries. The acquisition of the home care operation did not impact the Company's operational bed count. • On June 1, 2015, the Company acquired one home health agency for a purchase price of approximately $950 . This acquisition did not impact the Company's operational bed count. The table below presents the allocation of the purchase price for the operations acquired in business combinations during the six months ended June 30, 2015 and 2014 : June 30, 2015 2014 Land $ 8,321 $ 8,094 Building and improvements 44,877 27,228 Equipment, furniture, and fixtures 2,204 1,344 Assembled occupancy 287 425 Definite-lived intangible assets 360 360 Goodwill 2,512 391 Favorable leases 2,069 — Other indefinite-lived intangible assets 3,865 600 $ 64,495 $ 38,442 In addition to the business combinations above, the Company acquired the following assets during the six months ended June 30, 2015 : • On April 1, 2015, the Company acquired the underlying assets of one skilled nursing operation, which the Company previously operated under a long-term lease agreement. The purchase price of the asset acquisition was $7,378 , which included a promissory note of $6,248 . This acquisition did not impact the Company's operational bed count. • On June 29, 2015, the Company acquired the underlying assets of one skilled nursing operation, which the Company previously operated under a long-term lease agreement. The purchase price of the asset acquisition was $10,576 . This acquisition did not impact the Company's operational bed count. As of the date of this filing, the preliminary allocation of the purchase price was not completed as necessary valuation information was not yet available • In addition, the Company acquired land for an aggregate purchase price of $4,147 in June 2015. These acquisitions did not impact the Company's operational bed count. Subsequent to June 30, 2015 , the Company acquired one skilled nursing operation for approximately $5,500 , which was acquired through the assumption of an existing HUD-insured mortgage loan. The Company acquired the real estate of the skilled nursing operation as part of the acquisition. In addition, the Company assumed a long-term lease agreement for fifteen assisted and independent living operations. The Company paid $12,000 to assume the long-term lease agreement. Further, the Company entered into a long-term lease agreement for seven skilled nursing operations and five assisted and independent living operations, which include an option to purchase the real estate. The Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term leases. The purchase of one skilled nursing facility and the operations acquired through long-term lease agreements added 855 and 1,733 operational skilled nursing beds and operational assisted and independent living units, respectively, operated by the Company's operating subsidiaries. In addition, subsequent to June 30, 2015 , the Company acquired one hospice agency for a purchase price of approximately $4,500 , which was purchased with cash. In connection with this transaction, the Company began operating an affiliated home health agency under a management agreement. The acquisition of the hospice agency did not have an impact on the Company’s operational bed count. As of the date of this filing, the preliminary allocation of the purchase price was not completed as necessary valuation information was not yet available for the acquisitions subsequent to June 30, 2015 . |
Acquisitions - Pro Forma (Notes
Acquisitions - Pro Forma (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions - Pro Forma [Abstract] | |
Business Acquisitions, Pro Forma Information [Text Block] | ACQUISITIONS - PRO FORMA FINANCIAL INFORMATION The Company has established an acquisition strategy that is focused on identifying acquisitions within its target markets that offer the greatest opportunity for investment return at attractive prices. The facilities acquired by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming facilities, is often inadequate, inaccurate or unavailable. As a result, the Company has developed an acquisition assessment program that is based on existing and potential resident mix, the local available market, referral sources and operating expectations based on the Company's experience with its existing facilities. Following an acquisition, the Company implements a well-developed integration program to provide a plan for transition and generation of profits from facilities that have a history of significant operating losses. Consequently, the Company believes that prior operating results are not meaningful as the information is not generally representative of the Company's current operating results or indicative of the integration potential of its newly acquired facilities. The following table represents pro forma results of consolidated operations as if the acquisitions through the issuance date of the financial statements had occurred at the beginning of 2014, after giving effect to certain adjustments. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 347,769 $ 305,466 $ 697,564 $ 600,542 Net income attributable to The Ensign Group, Inc. 16,803 4,111 35,424 19,741 Diluted net income per common share $ 0.64 $ 0.18 $ 1.38 $ 0.86 Our pro forma assumptions are as follows: • Revenues and operating costs were based on actual results from the prior operator or from regulatory filings where available. If actual results were not available, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no information was available, estimates were derived from the Company’s post-acquisition operating results for that particular facility. Prior year results for the 2015 acquisitions were obtained from available financial information provided by prior operators or available cost reports filed by the prior operators. • Interest expense is based upon the purchase price and average cost of debt borrowed during each respective year when applicable and depreciation is calculated using the purchase price allocated to the related assets through acquisition accounting. The foregoing pro forma information is not indicative of what the results of operations would have been if the acquisitions had actually occurred at the beginning of the periods presented, and is not intended as a projection of future results or trends. Included in the table above are pro forma revenue generated during the three and six months ended June 30, 2015 by individually immaterial business acquisitions completed through June 30, 2015 of $ 36,713 and $79,979 , respectively, and $55,423 and $110,846 for the three and six months ended June 30, 2014 , respectively. Included in the table above are pro forma income incurred during the three and six months ended June 30, 2015 , by individually immaterial business acquisitions completed through June 30, 2015 , of $ 3,614 and $7,065 , respectively, and $2,104 and $4,208 for the three and six months ended June 30, 2014 , respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, 2015 December 31, 2014 Land $ 34,176 $ 18,994 Buildings and improvements 118,940 57,947 Equipment 97,821 80,112 Furniture and fixtures 6,807 5,732 Leasehold improvements 61,196 50,671 Construction in progress 88 423 319,028 213,879 Less: accumulated depreciation (75,147 ) (64,171 ) Property and equipment, net $ 243,881 $ 149,708 See Note 9, Acquisitions for information on acquisitions during the six months ended June 30, 2015 . |
Intangible Assets - Net
Intangible Assets - Net | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSETS — Net [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS — Net Weighted Average Life (Years) June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Lease acquisition costs 19.9 $ 604 $ (575 ) $ 29 $ 684 $ (634 ) $ 50 Favorable lease 31.8 35,074 (1,697 ) 33,377 30,890 (783 ) 30,107 Assembled occupancy 0.6 4,171 (4,056 ) 115 3,884 (3,461 ) 423 Facility trade name 30.0 733 (232 ) 501 733 (220 ) 513 Customer relationships 11.1 5,300 (742 ) 4,558 4,940 (465 ) 4,475 Total $ 45,882 $ (7,302 ) $ 38,580 $ 41,131 $ (5,563 ) $ 35,568 Amortization expense was $665 and $1,818 for the three and six months ended June 30, 2015 , respectively, and $258 and $406 for the three and six months ended June 30, 2014 , respectively. Of the $1,818 in amortization expense incurred during the six months ended June 30, 2015 , approximately $593 related to the amortization of patient base intangible assets at recently acquired facilities, which is typically amortized over a period of four to eight months, depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2015 (remainder) $ 1,372 2016 2,914 2017 2,914 2018 2,914 2019 2,914 2020 2,914 Thereafter 22,638 $ 38,580 |
Goodwill and Other Indefinite-L
Goodwill and Other Indefinite-Lived Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS [Abstract] | |
Goodwill and Other Indefinite-Lived Intangibles [Text Block] | GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS The Company performs its annual goodwill impairment analysis during the fourth quarter of each year for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment. The Company tests for impairment by comparing the net assets of each reporting unit to their respective fair values. The Company determines the estimated fair value of each reporting unit using a discounted cash flow analysis. In the event a unit's net assets exceed its fair value, an implied fair value of goodwill must be determined by assigning the unit's fair value to each asset and liability of the unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. An impairment loss is measured by the difference between the goodwill carrying value and the implied fair value. The following table represents activity in goodwill by segment as of and for the six months ended June 30, 2015 : Goodwill TSA Services Home Health and Hospice Services All Other Total January 1, 2015 $ 15,977 $ 10,929 $ 3,363 $ 30,269 Impairments — — — — Additions — — 2,512 2,512 June 30, 2015 $ 15,977 $ 10,929 $ 5,875 $ 32,781 As of June 30, 2015 , the Company anticipates that total goodwill recognized will be fully deductible for tax purposes. See further discussion of goodwill acquired at Note 9, Acquisitions . Other indefinite-lived intangible assets consists of the following: June 30, December 31, Trade name $ 1,855 $ 1,055 Home health and hospice Medicare license 14,371 11,306 $ 16,226 $ 12,361 |
Restricted and Other Assets
Restricted and Other Assets | 6 Months Ended |
Jun. 30, 2015 | |
RESTRICTED AND OTHER ASSETS [Abstract] | |
Other Assets Disclosure [Text Block] | RESTRICTED AND OTHER ASSETS Restricted and other assets consist of the following: June 30, December 31, Debt issuance costs, net $ 2,316 $ 2,612 Long-term insurance losses recoverable asset 2,388 2,256 Deposits with landlords 1,650 1,143 Capital improvement reserves with landlords and lenders 471 774 Other long-term assets — 48 Restricted and other assets $ 6,825 $ 6,833 Included in restricted and other assets as of June 30, 2015 and December 31, 2014 , are anticipated insurance recoveries related to the Company's general and professional liability claims that are recorded on a gross rather than net basis in accordance with an Accounting Standards Update issued by the FASB and capitalized debt issuance costs |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
OTHER ACCRUED LIABILITIES [Abstract] | |
Other Liabilities Disclosure [Text Block] | OTHER ACCRUED LIABILITIES Other accrued liabilities consist of the following: June 30, December 31, 2014 Quality assurance fee $ 3,572 $ 2,855 Refunds payable 10,528 7,014 Deferred revenue 3,473 3,471 Cash held in trust for patients 1,970 1,824 Resident deposits 5,796 1,593 Dividends payable 1,929 1,708 Property taxes 2,771 3,043 Other 4,392 3,122 Other accrued liabilities $ 34,431 $ 24,630 Quality assurance fee represents amounts payable to Arizona, California, Colorado, Idaho, Iowa, Nebraska, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days. Refunds payable includes payables related to overpayments and duplicate payments from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits to patients assumed from acquisitions. See Note 8, Acquisitions . Cash held in trust for patients reflects monies received from, or on behalf of, patients. Maintaining a trust account for patients is a regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the accompanying condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
INCOME TAXES [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES During the second quarter of 2015, the Company completed the Internal Revenue Service (IRS) examination of the Company's 2012 tax return without adjustment. The Company is not currently under examination by any major income tax jurisdiction. During 2015, the statutes of limitations will lapse on the Company's 2011 federal tax year and certain 2010 and 2011 state tax years. The Company does not believe the federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next twelve months. The net balance of unrecognized tax benefits was not material to the Interim Financial Statements for the six months ended June 30, 2015 or 2014. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
DEBT [Abstract] | |
Debt Disclosure [Text Block] | DEBT Long-term debt consists of the following: June 30, December 31, 2014 Credit Facility with SunTrust, interest payable monthly and quarterly, balance due at May 1, 2019, secured by substantially all of the Company’s personal property. $ 40,000 $ 65,000 Mortgage note, principal and interest payable monthly and continuing through October 2037, interest at fixed rate, collateralized by deed of trust on real property, assignment of rents and security agreement. 3,335 3,390 Promissory note, principal and interest payable monthly and continuing through April 30, 2027, interest at fixed rate, collateralized by deed of trust on real property, assignment of rents and security agreement. 6,185 — 49,520 68,390 Less current maturities (501 ) (111 ) $ 49,019 $ 68,279 Promissory Note with Vannovi Properties, LLC On April 1, 2015, the Company entered into a promissory note with Vannovi Properties, LLC for approximately $6,248 in connection with an acquisition. The unpaid balance of principal and accrued interest from the note is due on April 30, 2027. The note bears interest at a rate of 5.3% per annum. As of June 30, 2015 , the Company's operating subsidiary had $6,185 outstanding under the note, of which $389 is classified as short-term and the remaining $5,796 is classified as long-term. Mortgage Loan with Ziegler Financing Corporation On July 1, 2015, the Company assumed an existing mortgage loan with Ziegler Financing Corporation of approximately $5,500 in connection with an acquisition. The mortgage loan is insured with the U.S. Department of Housing and Urban Development (HUD), which subjects the facility to HUD oversight and periodic inspections. The mortgage loan bears interest at a rate of 3.5% per annum. Amounts borrowed under the mortgage loan may be prepaid starting after the second anniversary of the note subject to prepayment fees of 8.0% of the principal balance on the date of prepayment. These prepayment fees are reduced by 1.0% per year for years three through ten of the loan. There is no prepayment penalty after year eleven . The term of the mortgage loan is 33 years, with monthly principal and interest payments through March 1, 2045. The mortgage loan is secured by the real property comprising the facility and the rents, issues and profits thereof, as well as all personal property used in the operation of the facility. Based on Level 2, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt for all periods presented based upon the interest rates that the Company believes it can currently obtain for similar debt. Off-Balance Sheet Arrangements As of June 30, 2015 , the Company had approximately $2,726 on the Credit Facility of borrowing capacity pledged as collateral to secure outstanding letters of credit. Subsequent to June 30, 2015 , the Company increased the letters of credit by $500 . |
Options and Awards
Options and Awards | 6 Months Ended |
Jun. 30, 2015 | |
OPTIONS AND AWARDS [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | OPTIONS AND AWARDS Stock-based compensation expense consists of share-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2015 and 2014 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ. The Company has three option plans, the 2001 Stock Option, Deferred Stock and Restricted Stock Plan (2001 Plan), the 2005 Stock Incentive Plan (2005 Plan) and the 2007 Omnibus Incentive Plan (2007 Plan), all of which have been approved by the Company's stockholders. The total number of shares available under all of the Company’s stock incentive plans was 1,514 as of June 30, 2015 . The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for all share-based payment awards. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility, expected option life and forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Company granted 147 options and 91 restricted stock awards from the 2007 Plan during the six months ended June 30, 2015 . The Company used the following assumptions for stock options granted during the three months ended June 30, 2015 and 2014 : Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2015 75 1.71% 6.5 years 40% 0.62% 2014 664 1.80% 6.5 years 55% 0.64% The Company used the following assumptions for stock options granted during the six months ended June 30, 2015 and 2014 : Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2015 147 1.45% - 1.71 % 6.5 years 40% - 44 % 0.63% 2014 931 1.80% - 1.84 % 6.5 years 55% 0.64% For the six months ended June 30, 2015 and 2014 , the following represents the exercise price and fair value displayed at grant date for stock option grants: Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2015 147 $ 45.13 $ 18.45 2014 931 $ 24.38 $ 12.51 The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended June 30, 2015 and 2014 and therefore, the intrinsic value was $0 at date of grant. The following table represents the employee stock option activity during the six months ended June 30, 2015 : Number of Options Outstanding Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price of Options Vested January 1, 2015 2,766 $ 17.02 1,109 $ 9.39 Granted 147 45.13 Forfeited (59 ) 23.15 Exercised (133 ) 11.01 June 30, 2015 2,721 $ 18.70 1,256 $ 11.79 The following summary information reflects stock options outstanding, vested and related details as of June 30, 2015 : Stock Options Vested Stock Options Outstanding Number Outstanding Black-Scholes Fair Value Remaining Contractual Life (Years) Vested and Exercisable Year of Grant Exercise Price 2005 2.72 - 3.14 24 * 0 24 2006 3.85 - 4.09 63 330 1 63 2008 5.12 - 8.11 253 759 3 253 2009 8.12 - 9.11 366 1,572 4 366 2010 9.53 - 9.91 90 430 5 83 2011 11.79 - 15.98 110 745 6 66 2012 13.12 - 15.91 328 2,419 7 135 2013 15.96 - 22.98 373 3,650 8 103 2014 21.09 - 37.88 967 10,921 9 163 2015 43.58 - 46.62 147 2,708 10 — Total 2,721 $ 23,534 1,256 * The Company did not recognize the Black-Scholes fair value for awards granted prior to January 1, 2006 unless such awards are modified. The Company granted 26 and 91 restricted stock awards during the three and six months ended June 30, 2015 , respectively. The Company granted 2 and 4 restricted stock awards during the three and six months ended June 30, 2014 , respectively. All awards were granted at an exercise price of $0 and generally vest over five years . The fair value per share of restricted awards granted during the six months ended June 30, 2015 ranged from $42.59 to $46.62 based on the market price on the grant date. A summary of the status of the Company's non-vested restricted stock awards as of June 30, 2015 and changes during the six month period ended June 30, 2015 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2015 183 $ 30.30 Granted 91 44.36 Vested (79 ) 37.25 Forfeited (9 ) 29.83 Nonvested at June 30, 2015 186 $ 34.23 During the three and six months ended June 30, 2015 , the Company granted 4 and 8 automatic quarterly stock awards to non-employee directors for their service on the Company's board of directors. The fair value per share of these stock awards ranged from $42.59 to $46.00 based on the market price on the grant date. Total share-based compensation expense recognized for the three and six months ended June 30, 2015 and 2014 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Share-based compensation expense related to stock options $ 1,165 $ 711 $ 2,121 $ 1,354 Share-based compensation expense related to restricted stock awards 434 387 850 817 Share-based compensation expense related to stock awards 134 106 255 212 Total $ 1,733 $ 1,204 $ 3,226 $ 2,383 In future periods, the Company expects to recognize approximately $15,119 and $5,518 in share-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of June 30, 2015 . Future share-based compensation expense will be recognized over 3.7 and 3.3 weighted average years for unvested options and restricted stock awards, respectively. There were 1,465 unvested and outstanding options at June 30, 2015 , of which 1,337 are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest at June 30, 2015 was 6.7 years. The aggregate intrinsic value of options outstanding, vested, expected to vest and exercised as of and for the six months ended June 30, 2015 and as of and the twelve months ended December 31, 2014 is as follows: Options June 30, 2015 December 31, 2014 Outstanding $ 88,036 $ 75,689 Vested 49,342 38,811 Expected to vest 32,830 31,160 Exercised 4,676 10,496 The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options. |
Leases (Notes)
Leases (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LEASES As a result of the Spin-Off, the Company leases from CareTrust real property associated with 94 affiliated skilled nursing, assisted living and independent living facilities used in the Company’s operations under the Master Leases, which ranges from 12 to 19 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred and being continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the then current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance and repair costs for the leased property. Commencing the third year, the rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5% . In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Annual rent expense under the Master Leases will be approximately $56,000 during each of the first two years of the Master Leases. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is not aware of any defaults as of June 30, 2015 . The Company also leases certain affiliated operations and its administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five to 20 years . The Company has entered into multiple lease agreements with Mainstreet Property Group LLC to operate newly constructed state-of-the-art, full-service healthcare resorts upon completion of construction (Healthcare Resorts Leases). The term of each lease is 15 years with two five -year renewal options and is subject to annual escalation equal to the percentage change in the Consumer Price Index with a stated cap percentage. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years . Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense, inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was $19,180 and $38,261 for the three and six months ended June 30, 2015 , respectively, and $8,398 and $12,062 for the three and six months ended June 30, 2014 , respectively. Future minimum lease payments for all leases as of June 30, 2015 are as follows: Year Amount Remainder $ 41,211 2016 89,165 2017 90,001 2018 89,942 2019 88,798 2020 86,052 Thereafter 823,274 $ 1,308,443 Six of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under two separate three-facility master lease arrangements. Under these master leases, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. In addition, a number of the Company's individual facility leases are held by the same or related landlords, and some of these leases include cross-default provisions that could cause a default at one facility to trigger a technical default with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. The Company is not aware of any defaults as of June 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. The Company believes that it is in compliance in all material respects with all applicable laws and regulations. Cost-Containment Measures — Both government and private pay sources have instituted cost-containment measures designed to limit payments made to providers of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company. Income Tax Examinations — During the third quarter of 2014, the Company received a notification from the IRS that the Company's 2012 tax return will be examined. During the second quarter of 2015, the examination was closed with no adjustments. The Company is not currently under examination by any major income tax jurisdiction. See Note 16, Income Taxes . The Company's employment tax returns for the 2012 tax year are under examination by IRS. Indemnities — From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s balance sheets for any of the periods presented. Litigation — The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents served by the Company's operating subsidiaries. The Company, its operating subsidiaries, and others in the industry are subject to an increasing number of claims and lawsuits, including professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. In addition to the potential lawsuits and claims described above, the Company is also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis for exclusion from federally-funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance. Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company could face increased scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it does business. In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) of 2009 which made significant changes to the Federal False Claims Act (FCA), expanding the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus, there is generally no need for an employment relationship in order to qualify for protection against retaliation for whistleblowing. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and we are routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and federal healthcare programs; it may also subject the facility to a notice of deficiency, a citation, civil monetary penalty, or litigation. These class-action “staffing” suits have the potential to result in large jury verdicts and settlements, and have become more prevalent in the wake of a previous substantial jury award against one of the Company's competitors. The Company expects the plaintiff's bar to continue to be aggressive in their pursuit of these staffing and similar claims. A class action staffing suit was previously filed against the Company and certain of its California subsidiaries in the State of California, alleging, among other things, violations of certain Health and Safety Code provisions and a violation of the Consumer Legal Remedies Act. In 2007, the Company settled this class action suit, and the settlement was approved by the affected class and the Court. A second such class action staffing suit was filed in Los Angeles in 2010 and was resolved in a settlement and Court approval in 2012. Neither of the referenced lawsuits or settlement had a material ongoing adverse effect on the Company's business, financial condition or results of operations. Other claims and suits, including class actions, continue to be filed against us and other companies in our industry. If there were a significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. The Company and its operating subsidiaries have been, and continue to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment as well as employment related claims. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s business, cash flows, financial condition or results of operations. A significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. The Company cannot predict or provide any assurance as to the possible outcome of any litigation. If any litigation were to proceed, and the Company and its operating subsidiaries are subjected to, alleged to be liable for, or agrees to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar State and Federal statutes and related regulations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its subsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government. Medicare Revenue Recoupments — The Company is subject to reviews relating to Medicare services, billings and potential overpayments. The Company had one operating subsidiary subject to probe review during the six months ended June 30, 2015 . The Company anticipates that these probe reviews will increase in frequency in the future. Further, the Company currently has no affiliated facilities on prepayment review; however, others may be placed on prepayment review in the future. If a facility fails prepayment review, the facility could then be subject to undergo targeted review, which is a review that targets perceived claims deficiencies. U.S. Government Inquiry — In October 2013, the Company completed and executed a settlement agreement (the Settlement Agreement) with the DOJ and received the final approval of the Office of Inspector General-HHS and the United States District Court for the Central District of California. Pursuant to the Settlement Agreement, the Company made a single lump-sum remittance to the government in the amount of $48,000 in October 2013. The Company has denied engaging in any illegal conduct, and has agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and to avoid the uncertainty and expense of protracted litigation. In connection with the settlement and effective as of October 1, 2013, the Company entered into a five-year corporate integrity agreement (the CIA) with the Office of Inspector General-HHS. The CIA acknowledges the existence of the Company’s current compliance program, which is in accord with the Office of the Inspector General (OIG)’s guidance related to an effective compliance program, and requires that the Company continue during the term of the CIA to maintain a compliance program designed to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs. The Company is also required to notify the Office of Inspector General-HHS in writing, of, among other things: (i) any ongoing government investigation or legal proceeding involving an allegation that the Company has committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider a probable violation of applicable criminal, civil, or administrative laws related to compliance with federal healthcare programs; and (iii) any change in location, sale, closing, purchase, or establishment of a new business unit or location related to items or services that may be reimbursed by federal health care programs. The Company is also required to retain an Independent Review Organization (IRO) to review certain clinical documentation annually for the term of the CIA. The Company has met the requirements of its first year under the Settlement Agreement and passed its IRO audits. Participation in federal healthcare programs by the Company is not affected by the Settlement Agreement or the CIA. In the event of an uncured material breach of the CIA, the Company could be excluded from participation in federal healthcare programs and/or subject to prosecution. Concentrations Credit Risk — The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s receivables from Medicare and Medicaid payor programs accounted for approximately 56.6% and 52.4% of its total accounts receivable as of June 30, 2015 and December 31, 2014 , respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 68.5% and 68.8% of the Company's revenue for the three and six months ended June 30, 2015 , respectively, and 70.2% and 70.7% for the three and six months ended June 30, 2014 , respectively. Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250 . In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of July 31, 2015 , the Company had approximately $1,100 in uninsured cash deposits. All uninsured bank deposits are held at high quality credit institutions. |
Significant Accounting Polici28
Significant Accounting Policies Level 2 (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States. The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its consolidated statements of income. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities was not material at June 30, 2015 . |
Use of Estimates, Policy [Policy Text Block] | Estimates and Assumptions — The preparation of Interim Financial Statements in conformity with GAAP requires management 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 revenue and expenses during the reporting periods. The most significant estimates in the Company’s Interim Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, worker’s compensation, and healthcare claims included in accrued self-insurance liabilities, and income taxes. Actual results could differ from those estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments — The Company’s financial instruments consist principally of cash and cash equivalents, debt security investments, accounts receivable, insurance subsidiary deposits, accounts payable and borrowings. The Company believes all of the financial instruments’ recorded values approximate fair values because of their nature or respective short durations. |
Revenue Recognition, Sales of Services [Policy Text Block] | Revenue Recognition — The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient, daily basis. Revenue from the Medicare and Medicaid programs accounted for 68.5% and 68.8% of the Company's revenue for the three and six months ended June 30, 2015 , respectively, and 70.2% and 70.7% for the three and six months ended June 30, 2014 , respectively. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were not material to the Company's consolidated revenue for the three and six months ended June 30, 2015 and 2014 , except for additional payments from the State of California for quality improvements under the Quality and Accountability Supplemental Payment Program. The Company’s service specific revenue recognition policies are as follows: Skilled Nursing, Assisted and Independent Living Revenue The Company’s revenue is derived primarily from providing long-term healthcare services to residents and is recognized on the date services are provided at amounts billable to individual residents. For residents under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts or rate on a per patient, daily basis or as services are performed. The Company is participating in the recently established Upper Payment Limit (UPL) supplemental payment program in the state of Texas that provides supplemental Medicaid payments for skilled nursing facilities that are licensed to non-state government-owned entities such as county hospital districts. The Company's operating subsidiaries, previously operating ten company-owned Texas skilled nursing facilities, entered into transactions with several such hospital districts providing for the transfer of the licenses for those skilled nursing facilities to the hospital districts through management agreements with the respective hospital districts, and providing further for the Company's operating subsidiaries to retain the management of those facilities on behalf of the hospital districts, which are all participating in the UPL program. Each affected operating subsidiary therefore retains operations of its skilled nursing facility and each agreement between the hospital district and the Company's subsidiary is terminable by either party to fully restore the prior license status. Home Health Revenue Medicare Revenue Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) an outlier payment if patient care was unusually costly; (b) a low utilization payment adjustment if the number of visits was fewer than five; (c) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required; (e) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by the Medicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments. The Company makes adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered. In addition to revenue recognized on completed episodes, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress are 60-day episodes of care that begin during the reporting period, but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and its estimate of the average percentage complete based on visits performed. Non-Medicare Revenue Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms. Non-episodic Based Revenue - Revenue is recorded on an accrual basis based upon the date of service at amounts equal to its established or estimated per-visit rates, as applicable. Hospice Revenue Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans and private payor sources. Estimated provisions for doubtful accounts are recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectability of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment — Property and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to 59 years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. Management has evaluated its long-lived assets and has not identified any asset impairment during the three and six months ended June 30, 2015 or 2014 . |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility, typically ranging from five to 52 years. Patient base is amortized over a period of four to eight months, depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. Trade names at affiliated facilities are amortized over 30 years and customer relationships are amortized over a period up to 20 years. The Company's indefinite-lived intangible assets consist of trade names and home health and hospice Medicare licenses. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit (operating segment or one level below an operating segment) below its carrying amount. The Company performs its annual test for impairment during the fourth quarter of each year. See further discussion at Note 13, Goodwill and Other Indefinite-Lived Intangible Assets . |
Liability Reserve Estimate, Policy [Policy Text Block] | Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. For claims made after January 1, 2013, the combined self-insured retention was $500 per claim, subject to an additional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For all California affiliated facilities, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a $5,000 blanket aggregate limit. For all facilities outside of California, except those located in Colorado, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a $5,000 blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits was $1,000 per claim and $3,000 per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. The Company’s policy is to accrue amounts equal to the actuarially estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $28,700 and $29,313 as of June 30, 2015 and December 31, 2014 , respectively. The Company’s operating subsidiaries are self-insured for workers’ compensation in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individual stop-loss coverage that insures individual claims that exceed $750 per occurrence. As of July 1, 2014, the Company’s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 per occurrence. In Washington, the operating subsidiaries' coverage is financed through premiums paid by the employers and employees. The claims and pay benefits are managed through a state insurance pool. Outside of California, Texas, and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. In all states except Washington, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $17,180 and $14,590 as of June 30, 2015 and December 31, 2014 , respectively. In addition, the Company has recorded an asset and equal liability of $2,388 and $2,256 at June 30, 2015 and December 31, 2014 , respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 14, Restricted and Other Assets. The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $300 for each covered person with an additional one-time aggregate individual stop loss deductible of $75 . The Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $4,125 and $3,801 as of June 30, 2015 and December 31, 2014 , respectively. The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and while management believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company’s actual liability exceeds its estimates of loss, its future earnings, cash flows and financial condition would be adversely affected. |
Income Tax, Policy [Policy Text Block] | Income Taxes —Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets; however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. For interim reporting purposes, the provision for income taxes is determined based on the estimated annual effective income tax rate applied to pre-tax income, adjusted for certain discrete items occurring during the period. In determining the effective income tax rate for interim financial statements, the Company must consider expected annual income, permanent differences between financial reporting and tax recognition of income or expense and other factors. When the Company takes uncertain income tax positions that do not meet the recognition criteria, it records a liability for underpayment of income taxes and related interest and penalties, if any. In considering the need for and magnitude of a liability for such positions, the Company must consider the potential outcomes from a review of the positions by the taxing authorities. In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ. |
Noncontrolling Interest [Policy Text Block] | Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its condensed consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grants and other variables. |
Lease, Policy [Policy Text Block] | Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense for operating leases that contain scheduled rent increases on a straight-line basis over the term of the lease. The lease term used for straight-line rent expense is calculated from the date the Company is given control of the leased premises through the end of the lease term. The lease term used for this evaluation also provides the basis for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (FASB) ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management and certain standards are under consideration. In February 2015, the FASB issued amendments to the consolidation analysis, which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2015, which will be the Company's fiscal year 2016, with early adoption permitted. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued its final standard on presentation of debt issuance costs, which changes the presentation of debt issuance costs in the financial statement to represent such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2015, which will be the Company's fiscal year 2016, with early adoption permitted. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB formally deferred for one year the effective date of the new revenue standard and decided to permit entities to early adopt the standard. The guidance will be effective for fiscal years beginning after December 15, 2017, which will be the Company's fiscal year 2018. The Company is currently assessing whether the adoption of the guidance will have a material impact on the Company's consolidated financial statements. |
Computation of Net Income Per29
Computation of Net Income Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net Income $ 13,233 $ 1,533 $ 28,323 $ 14,574 Less: net income (loss) attributable to noncontrolling interests 45 (474 ) (37 ) (959 ) Net income attributable to The Ensign Group, Inc. $ 13,188 $ 2,007 $ 28,360 $ 15,533 Denominator: Weighted average shares outstanding for basic net income per share 25,474 22,259 24,695 22,214 Basic net income per common share attributable to The Ensign Group, Inc. $ 0.52 $ 0.09 $ 1.15 $ 0.70 |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net Income $ 13,233 $ 1,533 $ 28,323 $ 14,574 Less: net income (loss) attributable to noncontrolling interests 45 (474 ) (37 ) (959 ) Net income attributable to The Ensign Group, Inc. $ 13,188 $ 2,007 $ 28,360 $ 15,533 Denominator: Weighted average common shares outstanding 25,474 22,259 24,695 22,214 Plus: incremental shares from assumed conversion (1) 959 701 941 701 Adjusted weighted average common shares outstanding 26,433 22,960 25,636 22,915 Diluted net income per common share attributable to The Ensign Group, Inc. $ 0.50 $ 0.09 $ 1.11 $ 0.68 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | June 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash and cash equivalents $ 50,635 $ — $ — $ 50,408 $ — $ — Restricted cash $ 1,481 $ — $ — $ 5,082 $ — $ — |
Revenue and Accounts Receivab31
Revenue and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
REVENUE AND ACCOUNTS RECEIVABLE [Abstract] | |
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | Three Months Ended June 30, 2015 2014 Revenue % of Revenue Revenue % of Revenue Medicaid $ 100,873 32.4 % $ 85,937 34.4 % Medicare 95,396 30.7 77,333 30.9 Medicaid — skilled 16,745 5.4 12,353 4.9 Total Medicaid and Medicare 213,014 68.5 175,623 70.2 Managed care 47,633 15.3 35,776 14.3 Private and other payors (1) 50,409 16.2 38,644 15.5 Revenue $ 311,056 100.0 % $ 250,043 100.0 % (1) Private and other payors includes revenue from urgent care centers and other ancillary services. Six Months Ended June 30, 2015 2014 Revenue % of Revenue Revenue % of Revenue Medicaid $ 202,502 32.8 % $ 169,279 34.6 % Medicare 189,752 30.7 153,803 31.4 Medicaid — skilled 32,282 5.3 22,961 4.7 Total Medicaid and Medicare 424,536 68.8 346,043 70.7 Managed care 93,963 15.2 68,754 14.0 Private and other payors (1) 99,086 16.0 74,899 15.3 Revenue $ 617,585 100.0 % $ 489,696 100.0 % |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | June 30, 2015 December 31, Medicaid $ 69,954 $ 45,943 Managed care 48,410 39,782 Medicare 40,509 32,861 Private and other payors 36,402 31,903 195,275 150,489 Less: allowance for doubtful accounts (23,913 ) (20,438 ) Accounts receivable $ 171,362 $ 130,051 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Segments [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 98,461 $ 2,412 $ — $ 100,873 32.4 % Medicare 81,831 13,565 — 95,396 30.7 Medicaid-skilled 16,745 — — 16,745 5.4 Subtotal 197,037 15,977 — 213,014 68.5 Managed care 45,241 2,392 — 47,633 15.3 Private and other 39,358 1,575 9,476 50,409 16.2 Total revenue $ 281,636 $ 19,944 $ 9,476 $ 311,056 100.0 % Three Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 84,838 $ 1,099 $ — $ 85,937 34.4 % Medicare 68,447 8,886 — 77,333 30.9 Medicaid-skilled 12,353 — — 12,353 4.9 Subtotal 165,638 9,985 — 175,623 70.2 Managed care 33,883 1,893 — 35,776 14.3 Private and other 32,494 826 5,324 38,644 15.5 Total revenue $ 232,015 $ 12,704 $ 5,324 $ 250,043 100.0 % Six Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 198,168 $ 4,334 $ — $ 202,502 32.8 % Medicare 163,521 26,231 — 189,752 30.7 % Medicaid-skilled $ 32,282 $ — $ — 32,282 5.3 % Subtotal 393,971 30,565 — 424,536 68.8 Managed care $ 89,348 $ 4,615 $ — 93,963 15.2 % Private and other 77,090 3,080 18,916 99,086 16.0 % Total revenue $ 560,409 $ 38,260 $ 18,916 $ 617,585 100.0 % Six Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Total Revenue Revenue % Medicaid $ 167,225 $ 2,054 $ — $ 169,279 34.6 % Medicare 136,954 16,849 — 153,803 31.4 % Medicaid-skilled $ 22,961 $ — $ — $ 22,961 4.7 % Subtotal 327,140 18,903 — 346,043 70.7 % Managed care $ 65,179 $ 3,575 $ — $ 68,754 14.0 % Private and other 63,818 1,372 9,709 74,899 15.3 % Total revenue $ 456,137 $ 23,850 $ 9,709 $ 489,696 100.0 % |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2015 TSA Services Home Health and Hospice Services All Other Elimination Total Revenue from external customers $ 281,636 $ 19,944 $ 9,476 $ 311,056 Intersegment revenue (1) 573 — 188 (761 ) — Total revenue $ 282,209 $ 19,944 $ 9,664 $ (761 ) $ 311,056 Income from operations $ 35,067 $ 2,996 $ (16,079 ) $ — $ 21,984 Interest expense, net of interest income $ 372 Income before provision for income taxes $ 21,612 Depreciation and amortization $ 4,877 $ 224 $ 1,278 $ — $ 6,379 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, mobile x-ray and diagnostic company and urgent care centers to the Company's other operating subsidiaries. Three Months Ended June 30, 2014 TSA Services Home Health and Hospice Services All Other Elimination Total Revenue from external customers $ 232,015 $ 12,704 $ 5,324 $ 250,043 Intersegment revenue (1) 470 — 150 (620 ) — Total revenue $ 232,485 $ 12,704 $ 5,474 $ (620 ) $ 250,043 Income from operations $ 31,372 $ 2,213 $ (19,943 ) $ — $ 13,642 Interest expense, net of interest income $ 8,586 Income before provision for income taxes $ 5,056 Depreciation and amortization $ 6,600 $ 126 $ 1,078 $ — $ 7,804 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, mobile x-ray and diagnostic company and urgent care centers to the Company's other operating subsidiaries. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITIONS [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | June 30, 2015 2014 Land $ 8,321 $ 8,094 Building and improvements 44,877 27,228 Equipment, furniture, and fixtures 2,204 1,344 Assembled occupancy 287 425 Definite-lived intangible assets 360 360 Goodwill 2,512 391 Favorable leases 2,069 — Other indefinite-lived intangible assets 3,865 600 $ 64,495 $ 38,442 |
Acquisitions - Pro Forma (Table
Acquisitions - Pro Forma (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions - Pro Forma [Abstract] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 347,769 $ 305,466 $ 697,564 $ 600,542 Net income attributable to The Ensign Group, Inc. 16,803 4,111 35,424 19,741 Diluted net income per common share $ 0.64 $ 0.18 $ 1.38 $ 0.86 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property, Plant and Equipment [Table Text Block] | June 30, 2015 December 31, 2014 Land $ 34,176 $ 18,994 Buildings and improvements 118,940 57,947 Equipment 97,821 80,112 Furniture and fixtures 6,807 5,732 Leasehold improvements 61,196 50,671 Construction in progress 88 423 319,028 213,879 Less: accumulated depreciation (75,147 ) (64,171 ) Property and equipment, net $ 243,881 $ 149,708 |
Intangible Assets - Net (Tables
Intangible Assets - Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSETS — Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Weighted Average Life (Years) June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Lease acquisition costs 19.9 $ 604 $ (575 ) $ 29 $ 684 $ (634 ) $ 50 Favorable lease 31.8 35,074 (1,697 ) 33,377 30,890 (783 ) 30,107 Assembled occupancy 0.6 4,171 (4,056 ) 115 3,884 (3,461 ) 423 Facility trade name 30.0 733 (232 ) 501 733 (220 ) 513 Customer relationships 11.1 5,300 (742 ) 4,558 4,940 (465 ) 4,475 Total $ 45,882 $ (7,302 ) $ 38,580 $ 41,131 $ (5,563 ) $ 35,568 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Amount 2015 (remainder) $ 1,372 2016 2,914 2017 2,914 2018 2,914 2019 2,914 2020 2,914 Thereafter 22,638 $ 38,580 |
Goodwill and Other Indefinite37
Goodwill and Other Indefinite-Lived Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS [Abstract] | |
Schedule of Goodwill [Table Text Block] | Goodwill TSA Services Home Health and Hospice Services All Other Total January 1, 2015 $ 15,977 $ 10,929 $ 3,363 $ 30,269 Impairments — — — — Additions — — 2,512 2,512 June 30, 2015 $ 15,977 $ 10,929 $ 5,875 $ 32,781 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class [Table Text Block] | June 30, December 31, Trade name $ 1,855 $ 1,055 Home health and hospice Medicare license 14,371 11,306 $ 16,226 $ 12,361 |
Restricted and Other Assets (Ta
Restricted and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
RESTRICTED AND OTHER ASSETS [Abstract] | |
Schedule of Other Assets [Table Text Block] | June 30, December 31, Debt issuance costs, net $ 2,316 $ 2,612 Long-term insurance losses recoverable asset 2,388 2,256 Deposits with landlords 1,650 1,143 Capital improvement reserves with landlords and lenders 471 774 Other long-term assets — 48 Restricted and other assets $ 6,825 $ 6,833 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
OTHER ACCRUED LIABILITIES [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | June 30, December 31, 2014 Quality assurance fee $ 3,572 $ 2,855 Refunds payable 10,528 7,014 Deferred revenue 3,473 3,471 Cash held in trust for patients 1,970 1,824 Resident deposits 5,796 1,593 Dividends payable 1,929 1,708 Property taxes 2,771 3,043 Other 4,392 3,122 Other accrued liabilities $ 34,431 $ 24,630 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
DEBT [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, December 31, 2014 Credit Facility with SunTrust, interest payable monthly and quarterly, balance due at May 1, 2019, secured by substantially all of the Company’s personal property. $ 40,000 $ 65,000 Mortgage note, principal and interest payable monthly and continuing through October 2037, interest at fixed rate, collateralized by deed of trust on real property, assignment of rents and security agreement. 3,335 3,390 Promissory note, principal and interest payable monthly and continuing through April 30, 2027, interest at fixed rate, collateralized by deed of trust on real property, assignment of rents and security agreement. 6,185 — 49,520 68,390 Less current maturities (501 ) (111 ) $ 49,019 $ 68,279 |
Options and Awards (Tables)
Options and Awards (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
OPTIONS AND AWARDS [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2015 75 1.71% 6.5 years 40% 0.62% 2014 664 1.80% 6.5 years 55% 0.64% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2015 147 $ 45.13 $ 18.45 2014 931 $ 24.38 $ 12.51 |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | Number of Options Outstanding Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price of Options Vested January 1, 2015 2,766 $ 17.02 1,109 $ 9.39 Granted 147 45.13 Forfeited (59 ) 23.15 Exercised (133 ) 11.01 June 30, 2015 2,721 $ 18.70 1,256 $ 11.79 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Stock Options Vested Stock Options Outstanding Number Outstanding Black-Scholes Fair Value Remaining Contractual Life (Years) Vested and Exercisable Year of Grant Exercise Price 2005 2.72 - 3.14 24 * 0 24 2006 3.85 - 4.09 63 330 1 63 2008 5.12 - 8.11 253 759 3 253 2009 8.12 - 9.11 366 1,572 4 366 2010 9.53 - 9.91 90 430 5 83 2011 11.79 - 15.98 110 745 6 66 2012 13.12 - 15.91 328 2,419 7 135 2013 15.96 - 22.98 373 3,650 8 103 2014 21.09 - 37.88 967 10,921 9 163 2015 43.58 - 46.62 147 2,708 10 — Total 2,721 $ 23,534 1,256 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2015 183 $ 30.30 Granted 91 44.36 Vested (79 ) 37.25 Forfeited (9 ) 29.83 Nonvested at June 30, 2015 186 $ 34.23 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Share-based compensation expense related to stock options $ 1,165 $ 711 $ 2,121 $ 1,354 Share-based compensation expense related to restricted stock awards 434 387 850 817 Share-based compensation expense related to stock awards 134 106 255 212 Total $ 1,733 $ 1,204 $ 3,226 $ 2,383 |
Share-based Compensation, Schedule of Intrisice Values by Option Category [Table Text Block] | Options June 30, 2015 December 31, 2014 Outstanding $ 88,036 $ 75,689 Vested 49,342 38,811 Expected to vest 32,830 31,160 Exercised 4,676 10,496 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Amount Remainder $ 41,211 2016 89,165 2017 90,001 2018 89,942 2019 88,798 2020 86,052 Thereafter 823,274 $ 1,308,443 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended | |
Jun. 30, 2015OperationsfacilitiesBusinesses | Dec. 31, 2014facilities | |
Skilled nursing, assisted living and independent living facilities [Abstract] | ||
Number of Real Estate Properties | 26 | 11 |
Number of Real Estate Properties Leased | 124 | 125 |
Number of Real Estate Properties Leased with an Option to Purchase | 3 | 3 |
Number of Real Estate Properties Operated | 150 | 136 |
Home Health Operations [Abstract] | ||
Home Health Operations | Operations | 14 | |
Hospice Operations [Abstract] | ||
Hospice Operations | Operations | 12 | |
Number of Businesses Acquired | Businesses | 18 | |
Home care operations | Operations | 3 | |
Transitional Care Management Company | Operations | 1 | |
Urgent Care Centers Operated [Abstract] | ||
Urgent Care Centers Operated | 17 | |
Operational Skilled Nursing, Assisted Living and Independent Living Beds [Abstract] | ||
Operational Skilled Nursing, Assisted Living and Independent Living Beds | Operations | 16,000 |
REIT Spin-Off (Details)
REIT Spin-Off (Details) - Lender Name [Domain] - Debt Instrument, Name [Domain] | Jun. 03, 2014USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 01, 2014Companiesfacilities | Dec. 31, 2013USD ($) |
Cash and cash equivalents | $ | $ 50,408,000 | $ 50,635,000 | $ 22,393,000 | $ 65,755,000 | ||
Real Estate Investment Trust Spin-Off Transaction [Member] | ||||||
Public Companies Created | Companies | 2 | |||||
CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member] | ||||||
Skilled Nursing, Assisted Living and Independent Living Facilities | 94 | |||||
Independent Living Facilities Operated by REIT | 3 | |||||
Parent Company [Member] | Real Estate Investment Trust Spin-Off Transaction [Member] | ||||||
Facilities leased under master lease agreements with CareTrust | 94 | |||||
CareTrust REIT [Member] | ||||||
Operating Leases, Rent Expense, Contingent Rentals | $ | $ 0.025 | |||||
CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member] | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 2 years | 2 years |
REIT Spin-Off REIT Spin-Off Tra
REIT Spin-Off REIT Spin-Off Transaction Additional Disclosures (Details) | Jun. 03, 2014USD ($)Renewals | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 01, 2014facilities |
REIT Spin-Off Transaction Additional Disclosures [Line Items] | ||||||
Average operating lease minimum term | 5 years | |||||
Average operating lease maximum term | 20 years | |||||
Costs incurred to execute real estate investment trust spin-off transaction | $ | $ 0 | $ 7,281,000 | $ 0 | $ 8,871,000 | ||
Real Estate Investment Trust Spin-Off Transaction [Member] | Parent Company [Member] | ||||||
REIT Spin-Off Transaction Additional Disclosures [Line Items] | ||||||
Facilities leased under master lease agreements with CareTrust | 94 | |||||
Real Estate Investment Trust Spin-Off Transaction [Member] | CareTrust REIT [Member] | ||||||
REIT Spin-Off Transaction Additional Disclosures [Line Items] | ||||||
Skilled Nursing, Assisted Living and Independent Living Facilities | 94 | |||||
Independent Living Facilities Operated by REIT | 3 | |||||
CareTrust REIT [Member] | ||||||
REIT Spin-Off Transaction Additional Disclosures [Line Items] | ||||||
Operating Leases, Rent Expense, Contingent Rentals | $ | $ 0.025 | |||||
Payments for Rent | $ | $ 56,000,000 | |||||
Average operating lease minimum term | 12 years | |||||
Average operating lease maximum term | 19 years | |||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms, Minimum | Renewals | 2 | |||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms, Maximum | $ | 3 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||
CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member] | ||||||
REIT Spin-Off Transaction Additional Disclosures [Line Items] | ||||||
Master Lease agreements | 8 |
Common Stock Offering (Details)
Common Stock Offering (Details) - USD ($) $ / shares in Units, shares in Thousands | Feb. 24, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 18, 2015 | Feb. 09, 2015 |
Number of common stock shares issued [Abstract] | ||||||||
Common Stock, Shares, Issued | 2,500 | |||||||
Additional Common Stocks to be issued in an offering [Line Items] | 375 | |||||||
Shares Issued, Price Per Share | $ 41 | |||||||
Payments of underwriter discounts and commissions | $ 5,604,000 | $ (5,751,000) | $ 0 | |||||
Common stock issued in an offering | 2,734 | |||||||
Proceeds from Issuance of Common Stock | $ 106,474,000 | 112,078,000 | 0 | |||||
Other issuance costs in an offering | $ 321,000 | |||||||
proceeds from stock issuance used to pay debt | $ 94,000,000 | |||||||
Payments of Stock Issuance Costs | $ 0 | $ 0 | $ 5,925,000 | $ 0 |
Significant Accounting Polici47
Significant Accounting Policies Revenue and Accounts Receivable (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Total Medicaid and Medicare Revenue [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
% of Revenue | 68.50% | 70.20% | 68.80% | 70.70% |
Significant Accounting Polici48
Significant Accounting Policies Self Insurance Liabilities (Details) - General and Professional Liability Insurance [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Self-insurance retention per claim [Member] | Parent Company [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | $ 500 | |
Aggregate Deductible [Member] | Parent Company [Member] | CALIFORNIA | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 1,000 | |
Aggregate Deductible [Member] | Parent Company [Member] | Non-California [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 750 | |
Per Occurence [Member] | Third-Party Payor [Member] | CALIFORNIA | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 1,000 | |
Per Occurence [Member] | Third-Party Payor [Member] | COLORADO | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 1,000 | |
Per Occurence [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 1,000 | |
Per Facility [Member] | Third-Party Payor [Member] | CALIFORNIA | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 3,000 | |
Per Facility [Member] | Third-Party Payor [Member] | COLORADO | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 3,000 | |
Per Facility [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 3,000 | |
Blanket Aggregate [Member] | Third-Party Payor [Member] | CALIFORNIA | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 5,000 | |
Blanket Aggregate [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 5,000 | |
Self Insurance Reserve | $ 28,700 | $ 29,313 |
Significant Accounting Polici49
Significant Accounting Policies Self-Insurance General and Professional (Details) - General and Professional Liability Insurance [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Reserve | $ 28,700 | $ 29,313 |
Blanket Aggregate [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 5,000 | |
Per Facility [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 3,000 | |
Per Occurence [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | $ 1,000 |
Significant Accounting Polici50
Significant Accounting Policies Self-Insurance Workers' Compensation (Details) - Workers' Compensation [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Reserve | $ 17,180 | $ 14,590 |
Stop-Loss Insurance limit per claim [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 500 | |
Stop-Loss Insurance limit per claim [Member] | TEXAS | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 750 | |
Loss-Sensitive limit per claim [Member] [Member] | Other states, except California, Texas and Washington [Domain] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | $ 350 |
Significant Accounting Polici51
Significant Accounting Policies Self-Insurance Health Insurance (Details) - 6321 Accident and Health Insurance [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Reserve | $ 4,125 | $ 3,801 |
Stop-Loss Insurance limit per claim [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | 300 | |
Stop Loss Deductible [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self Insurance Limits | $ 75 |
Significant Accounting Polici52
Significant Accounting Policies Self Insurance Recoveries (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Long-term insurance losses recoverable asset | $ 2,388 | $ 2,256 |
General and Professional Liability Insurance [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Long-term insurance losses recoverable asset | $ 2,388 | $ 2,256 |
Significant Accounting Polici53
Significant Accounting Policies Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Impairment of Long-Lived Assets, Held-for-use [Abstract] | ||||
Impairment of Long-Lived Assets Held-for-use | $ 0 | $ 0 | $ 0 | $ 0 |
Computation of Net Income Per54
Computation of Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Revenue by payor as a percent of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Net income | $ 13,233 | $ 1,533 | $ 28,323 | $ 14,574 |
Numerator: | ||||
Less: net loss attributable to noncontrolling interests | 45 | (474) | (37) | (959) |
Net income (loss) attributable to The Ensign Group, Inc. | $ 13,188 | $ 2,007 | $ 28,360 | $ 15,533 |
Denominator: | ||||
Weighted average common shares outstanding | 25,474 | 22,259 | 24,695 | 22,214 |
Basic net income (loss) per common share: | ||||
Income (loss) from continuing operations attributable to The Ensign Group, Inc. | $ 0.52 | $ 0.09 | $ 1.15 | $ 0.70 |
Net income (loss) attributable to The Ensign Group, Inc. | $ 0.52 | $ 0.09 | $ 1.15 | $ 0.70 |
Total Medicaid and Medicare Revenue [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Revenue by payor as a percent of total revenue | 68.50% | 70.20% | 68.80% | 70.70% |
Computation of Net Income Per55
Computation of Net Income Per Common Share Dilutive Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net income | $ 13,233 | $ 1,533 | $ 28,323 | $ 14,574 | |
Numerator: | |||||
Less: net loss attributable to noncontrolling interests | 45 | (474) | (37) | (959) | |
Net income (loss) attributable to The Ensign Group, Inc. | $ 13,188 | $ 2,007 | $ 28,360 | $ 15,533 | |
Denominator: | |||||
Weighted average common shares outstanding | 25,474 | 22,259 | 24,695 | 22,214 | |
Plus: incremental shares from assumed conversion (1) | 941 | 701 | |||
Adjusted weighted average common shares outstanding | 26,433 | 22,960 | 25,636 | 22,915 | |
Diluted net (loss) income per common share: | |||||
Income (loss) from continuing operations attributable to The Ensign Group, Inc. | $ 0.50 | $ 0.09 | $ 1.11 | $ 0.68 | |
Net income (loss) attributable to The Ensign Group, Inc. | $ 0.50 | $ 0.09 | $ 1.11 | $ 0.68 | |
Common Class A [Member] | |||||
Denominator: | |||||
Plus: incremental shares from assumed conversion (1) | [1] | 959 | 701 | ||
[1] | (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 107 and 143 for the three and six months ended June 30, 2015, respectively, and 608 and 447 for the three and six months ended June 30, 2014, respectively. |
Computation of Net Income Per56
Computation of Net Income Per Common Share Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 107 | 608 | 143 | 447 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | $ 50,635 | $ 50,408 | $ 22,393 | $ 65,755 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and cash equivalents | 50,408 | |||
Restricted Cash and Investments, Current | 1,481 | 5,082 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted Cash and Investments, Current | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted Cash and Investments, Current | $ 0 | $ 0 |
Fair Value Measurements Investm
Fair Value Measurements Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Domestic Corporate Debt Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-to-maturity Securities | $ 24,608 | $ 23,933 |
Revenue and Accounts Receivab59
Revenue and Accounts Receivable Revenue YTD (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 311,056 | $ 250,043 | $ 617,585 | $ 489,696 | |
Revenue by payor as a percent of total revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Medicaid | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 100,873 | $ 85,937 | $ 202,502 | $ 169,279 | |
Revenue by payor as a percent of total revenue | 32.40% | 34.40% | 32.80% | 34.60% | |
Medicare | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 95,396 | $ 77,333 | $ 189,752 | $ 153,803 | |
Revenue by payor as a percent of total revenue | 30.70% | 30.90% | 30.70% | 31.40% | |
Medicaid — skilled | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 16,745 | $ 12,353 | $ 32,282 | $ 22,961 | |
Revenue by payor as a percent of total revenue | 5.40% | 4.90% | 5.30% | 4.70% | |
Total Medicaid and Medicare Revenue [Member] | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 213,014 | $ 175,623 | $ 424,536 | $ 346,043 | |
Revenue by payor as a percent of total revenue | 68.50% | 70.20% | 68.80% | 70.70% | |
Managed care | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | $ 47,633 | $ 35,776 | $ 93,963 | $ 68,754 | |
Revenue by payor as a percent of total revenue | 15.30% | 14.30% | 15.20% | 14.00% | |
Private and other payors | |||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | |||||
Revenue | [1] | $ 50,409 | $ 38,644 | $ 99,086 | $ 74,899 |
Revenue by payor as a percent of total revenue | [1] | 16.20% | 15.50% | 16.00% | 15.30% |
[1] | (1) Private and other payors includes revenue from urgent care centers and other ancillary services. |
Revenue and Accounts Receivab60
Revenue and Accounts Receivable Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | $ 195,275 | $ 150,489 |
Less: allowance for doubtful accounts | (23,913) | (20,438) |
Accounts receivable | 171,362 | 130,051 |
Medicaid | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | 69,954 | 45,943 |
Managed care | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | 48,410 | 39,782 |
Medicare | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | 40,509 | 32,861 |
Private other payors | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | $ 36,402 | $ 31,903 |
Business Segments (Details)
Business Segments (Details) | 6 Months Ended | |
Jun. 30, 2015businessSegmentsfacilitiesRate | Dec. 31, 2014facilities | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | Segments | 2 | |
Number of Real Estate Properties Operated | facilities | 150 | 136 |
Home Health and Hospice Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Business operated | business | 26 | |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% |
Business Segments Revenue by Se
Business Segments Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 311,056 | $ 250,043 | $ 617,585 | $ 489,696 | |
Revenue by payor as a percent of total revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 281,636 | $ 232,015 | $ 560,409 | $ 456,137 | |
Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 19,944 | 12,704 | 38,260 | 23,850 | |
All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 9,476 | 5,324 | 18,916 | 9,709 | |
Medicaid | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 100,873 | $ 85,937 | $ 202,502 | $ 169,279 | |
Revenue by payor as a percent of total revenue | 32.40% | 34.40% | 32.80% | 34.60% | |
Medicaid | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 98,461 | $ 84,838 | $ 198,168 | $ 167,225 | |
Medicaid | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 2,412 | 1,099 | 4,334 | 2,054 | |
Medicaid | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Medicare | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 95,396 | $ 77,333 | $ 189,752 | $ 153,803 | |
Revenue by payor as a percent of total revenue | 30.70% | 30.90% | 30.70% | 31.40% | |
Medicare | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 81,831 | $ 68,447 | $ 163,521 | $ 136,954 | |
Medicare | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 13,565 | 8,886 | 26,231 | 16,849 | |
Medicare | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Medicaid — skilled | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 16,745 | $ 12,353 | $ 32,282 | $ 22,961 | |
Revenue by payor as a percent of total revenue | 5.40% | 4.90% | 5.30% | 4.70% | |
Medicaid — skilled | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 16,745 | $ 12,353 | $ 32,282 | $ 22,961 | |
Medicaid — skilled | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Medicaid — skilled | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Total Medicaid and Medicare Revenue [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 213,014 | $ 175,623 | $ 424,536 | $ 346,043 | |
Revenue by payor as a percent of total revenue | 68.50% | 70.20% | 68.80% | 70.70% | |
Total Medicaid and Medicare Revenue [Member] | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 197,037 | $ 165,638 | $ 393,971 | $ 327,140 | |
Total Medicaid and Medicare Revenue [Member] | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 15,977 | 9,985 | 30,565 | 18,903 | |
Total Medicaid and Medicare Revenue [Member] | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Managed care | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 47,633 | $ 35,776 | $ 93,963 | $ 68,754 | |
Revenue by payor as a percent of total revenue | 15.30% | 14.30% | 15.20% | 14.00% | |
Managed care | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 45,241 | $ 33,883 | $ 89,348 | $ 65,179 | |
Managed care | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 2,392 | 1,893 | 4,615 | 3,575 | |
Managed care | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Private and other payors | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | [1] | $ 50,409 | $ 38,644 | $ 99,086 | $ 74,899 |
Revenue by payor as a percent of total revenue | [1] | 16.20% | 15.50% | 16.00% | 15.30% |
Private and other payors | Long-term Care Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 39,358 | $ 32,494 | $ 77,090 | $ 63,818 | |
Private and other payors | Home Health and Hospice Segment [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 1,575 | 826 | 3,080 | 1,372 | |
Private and other payors | All Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 9,476 | $ 5,324 | $ 18,916 | $ 9,709 | |
[1] | (1) Private and other payors includes revenue from urgent care centers and other ancillary services. |
Business Segments Schedule of S
Business Segments Schedule of Segment Reporting Information, by Segment (Details) - Health Care Organization, Revenue Sources [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 311,056 | $ 250,043 | $ 617,585 | $ 489,696 |
Intersegment revenue | 0 | 0 | 0 | 0 |
Revenue including intersegment revenue | 311,056 | 250,043 | 617,585 | 489,696 |
Operating Income (Loss) | 21,984 | 13,642 | 47,159 | 37,989 |
Interest Expense | 372 | 8,586 | 872 | 11,790 |
Income (loss) before provision for income taxes | 21,612 | 5,056 | 46,287 | 26,199 |
Depreciation and amortization | 6,379 | 7,804 | 12,896 | 16,666 |
Long-term Care Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 281,636 | 232,015 | 560,409 | 456,137 |
Intersegment revenue | 573 | 470 | 1,047 | 916 |
Revenue including intersegment revenue | 282,209 | 232,485 | 561,456 | 457,053 |
Operating Income (Loss) | 35,067 | 31,372 | 72,366 | 68,304 |
Depreciation and amortization | 4,877 | 6,600 | 9,826 | 14,461 |
Home Health and Hospice Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 19,944 | 12,704 | 38,260 | 23,850 |
Intersegment revenue | 0 | 0 | 0 | 0 |
Revenue including intersegment revenue | 19,944 | 12,704 | 38,260 | 23,850 |
Operating Income (Loss) | 2,996 | 2,213 | 5,671 | 4,085 |
Depreciation and amortization | 224 | 126 | 445 | 247 |
All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 9,476 | 5,324 | 18,916 | 9,709 |
Intersegment revenue | 188 | 150 | 391 | 332 |
Revenue including intersegment revenue | 9,664 | 5,474 | 19,307 | 10,041 |
Operating Income (Loss) | (16,079) | (19,943) | (30,878) | (34,400) |
Depreciation and amortization | $ 1,278 | $ 1,078 | $ 2,625 | $ 1,958 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Intersegment revenue | $ (761) | $ (620) | $ (1,438) | $ (1,248) |
Revenue including intersegment revenue | (761) | (620) | (1,438) | (1,248) |
Operating Income (Loss) | 0 | 0 | 0 | 0 |
Depreciation and amortization | $ 0 | $ 0 | $ 0 | $ 0 |
Acquisitions Acquisition Summar
Acquisitions Acquisition Summary (Details) $ in Thousands | May. 02, 2015facilities | Apr. 02, 2015Operations | Feb. 02, 2015facilities | Jan. 02, 2015Operations | Jun. 30, 2015USD ($)OperationsfacilitiesBusinesses | Jun. 30, 2014USD ($) |
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | Businesses | 18 | |||||
Aggregate Acquisition Price | $ | $ 61,007 | $ 38,442 | ||||
liability assumed, refundable deposits | $ | 3,488 | |||||
Cash payment to acquire businesses | $ | $ 64,495 | $ 38,442 | ||||
Assisted Living Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | facilities | 5 | |||||
Skilled nursing facility | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | facilities | 9 | |||||
621610 Home Health Care Services [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | 2 | |||||
UTAH | Skilled nursing facility | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | 1 | |||||
UTAH | Private Home Care [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | facilities | 1 | |||||
NEBRASKA | Assisted Living and Independent Living Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | facilities | 1 | |||||
COLORADO | Assisted Living and Independent Living Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | 1 | |||||
COLORADO | Urgent care center [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Businesses Acquired | 2 | 3 |
Acquisitions Acquisitions by da
Acquisitions Acquisitions by date (Details) $ in Thousands | Jun. 30, 2015USD ($) | Jun. 02, 2015USD ($)facilities | May. 02, 2015USD ($)facilities | Apr. 16, 2015USD ($)facilities | Apr. 02, 2015USD ($)Operations | Feb. 02, 2015USD ($)Operationsfacilities | Jan. 02, 2015USD ($)Operations | Aug. 05, 2015USD ($)Operations | Jun. 30, 2015USD ($)OperationsfacilitiesBusinesses | Jun. 30, 2014USD ($) | Aug. 03, 2015Beds | May. 01, 2015Beds | Apr. 15, 2015Beds | Apr. 03, 2015Beds | Feb. 01, 2015Beds | Jan. 01, 2015Beds |
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Businesses | 18 | |||||||||||||||
Cash payment to acquire businesses | $ 64,495 | $ 38,442 | ||||||||||||||
Payments to acquire leased assets | 15,853 | 7,513 | ||||||||||||||
Payments to Acquire Property, Plant, and Equipment | 28,774 | 32,577 | ||||||||||||||
Aggregate Acquisition Price | $ 61,007 | 38,442 | ||||||||||||||
Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to Acquire Land Held-for-use | $ 4,147 | |||||||||||||||
Assisted Living and Independent Living Facility [Member] | COLORADO | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 1 | |||||||||||||||
Assisted Living and Independent Living Facility [Member] | NEBRASKA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 1 | |||||||||||||||
operational assisted and independent living units | Beds | 328 | |||||||||||||||
Skilled nursing facility | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 9 | |||||||||||||||
Skilled nursing facility | CALIFORNIA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire leased assets | $ 10,576 | $ 7,378 | ||||||||||||||
Notes Issued | $ 6,248 | |||||||||||||||
Skilled nursing facility | UTAH | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 1 | |||||||||||||||
Skilled nursing facility | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | 3 | 2 | 3 | |||||||||||||
Operational Skilled Nursing Beds | Beds | 244 | |||||||||||||||
Assisted Living Facility [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 5 | |||||||||||||||
Assisted Living Facility [Member] | IDAHO | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 3 | |||||||||||||||
Cash payment to acquire businesses | $ 11,305 | |||||||||||||||
operational assisted and independent living units | Beds | 263 | |||||||||||||||
Assisted Living Facility [Member] | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
operational assisted and independent living units | Beds | 17 | |||||||||||||||
Skilled Nursing and Assisted Living Facility [Member] | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | $ 23,152 | |||||||||||||||
621610 Home Health Care Services [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 2 | |||||||||||||||
621610 Home Health Care Services [Member] | ARIZONA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 1 | |||||||||||||||
621610 Home Health Care Services [Member] | CALIFORNIA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 1 | |||||||||||||||
Cash payment to acquire businesses | $ 950 | |||||||||||||||
Private Home Care [Member] | UTAH | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | facilities | 1 | |||||||||||||||
Urgent care center [Member] | COLORADO | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 2 | 3 | ||||||||||||||
Skilled nursing, assisted living, home health and urgent care [Member] [Member] | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | $ 19,045 | |||||||||||||||
skilled nursing facility and private home care [Member] | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | $ 10,043 | |||||||||||||||
Goodwill [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | $ 2,512 | 391 | ||||||||||||||
Other Intangible Assets [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | 3,865 | 600 | ||||||||||||||
Off-Market Favorable Lease [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | 2,069 | 0 | ||||||||||||||
Assembled occupancy acquired | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to acquire businesses | $ 287 | $ 425 | ||||||||||||||
Subsequent Event | Hospice Agency [Member] | CALIFORNIA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 1 | |||||||||||||||
Cash payment to acquire businesses | $ 4,500 | |||||||||||||||
Subsequent Event | Skilled nursing facility | WASHINGTON | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 1 | |||||||||||||||
Assisted Living and Independent Living Facility [Member] | Subsequent Event | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
operational assisted and independent living units | Beds | 1,733 | |||||||||||||||
Lease Arrangement, Type [Domain] | Subsequent Event | Assisted Living and Independent Living Facility [Member] | ARIZONA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 5 | |||||||||||||||
Lease Arrangement, Type [Domain] | Subsequent Event | Skilled nursing facility | ARIZONA | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 7 | |||||||||||||||
Lease Arrangement, Type [Domain] | Subsequent Event | Assisted Living Facility [Member] | WISCONSIN | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of Businesses Acquired | Operations | 15 | |||||||||||||||
Cash payment to acquire businesses | $ 12,000 | |||||||||||||||
Skilled nursing facility | UTAH | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Operational Skilled Nursing Beds | Beds | 60 | |||||||||||||||
Skilled nursing facility | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Operational Skilled Nursing Beds | Beds | 262 | 163 | ||||||||||||||
Skilled nursing facility | Subsequent Event | Various states [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Operational Skilled Nursing Beds | Beds | 855 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Apr. 16, 2015USD ($)facilities | Aug. 05, 2015Operations | Jun. 30, 2015USD ($)facilitiesBusinesses | Jun. 30, 2014USD ($) |
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | Businesses | 18 | |||
Cash payment to acquire businesses | $ 64,495 | $ 38,442 | ||
Land | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 8,321 | 8,094 | ||
Building and improvements | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 44,877 | 27,228 | ||
Furniture and fixtures | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 2,204 | 1,344 | ||
Assembled occupancy acquired | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 287 | 425 | ||
Other Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 360 | 360 | ||
Off-Market Favorable Lease [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 2,069 | 0 | ||
Goodwill [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | 2,512 | 391 | ||
Other Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payment to acquire businesses | $ 3,865 | $ 600 | ||
Skilled nursing facility | ||||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | facilities | 9 | |||
Assisted Living Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | facilities | 5 | |||
IDAHO | Assisted Living Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | facilities | 3 | |||
Cash payment to acquire businesses | $ 11,305 | |||
WASHINGTON | Subsequent Event | Skilled nursing facility | ||||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | Operations | 1 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Acquisitions - Pro Forma [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | $ 347,769 | $ 305,466 | $ 697,564 | $ 600,542 |
Business Acquisition, Pro Forma Revenue | 36,713 | 55,423 | 79,979 | 110,846 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 16,803 | $ 4,111 | $ 35,424 | $ 19,741 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.64 | $ 0.18 | $ 1.38 | $ 0.86 |
Business Combination, Pro Forma Information, Income (Loss) of Acquiree since acquisition | $ 3,614 | $ 2,104 | $ 7,065 | $ 4,208 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 319,028 | $ 213,879 |
Less: accumulated depreciation | (75,147) | (64,171) |
Property and equipment, net | 243,881 | 149,708 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 34,176 | 18,994 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 118,940 | 57,947 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 97,821 | 80,112 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 6,807 | 5,732 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 61,196 | 50,671 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 88 | $ 423 |
Intangible Assets - Net (Detail
Intangible Assets - Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 45,882 | $ 45,882 | $ 41,131 | ||
Accumulated Amortization | (7,302) | (7,302) | (5,563) | ||
Net | 38,580 | 38,580 | 35,568 | ||
Amortization [Abstract] | |||||
Amortization of Intangible Assets | 665 | $ 258 | $ 1,818 | $ 406 | |
Lease acquisition costs | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Life (Years) | 19 years 11 months | ||||
Gross Carrying Amount | 604 | $ 604 | 684 | ||
Accumulated Amortization | (575) | (575) | (634) | ||
Net | 29 | $ 29 | 50 | ||
Off-Market Favorable Lease [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Life (Years) | 31 years 9 months | ||||
Gross Carrying Amount | 35,074 | $ 35,074 | 30,890 | ||
Accumulated Amortization | (1,697) | (1,697) | (783) | ||
Net | 33,377 | $ 33,377 | 30,107 | ||
Assembled occupancy acquired | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Life (Years) | 7 months 15 days | ||||
Gross Carrying Amount | 4,171 | $ 4,171 | 3,884 | ||
Accumulated Amortization | (4,056) | (4,056) | (3,461) | ||
Net | 115 | 115 | 423 | ||
Amortization [Abstract] | |||||
Amortization of Intangible Assets | $ 593 | ||||
Facility trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Life (Years) | 30 years | ||||
Gross Carrying Amount | 733 | $ 733 | 733 | ||
Accumulated Amortization | (232) | (232) | (220) | ||
Net | 501 | $ 501 | 513 | ||
Customer Relationships [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Life (Years) | 11 years 1 month | ||||
Gross Carrying Amount | 5,300 | $ 5,300 | 4,940 | ||
Accumulated Amortization | (742) | (742) | (465) | ||
Net | $ 4,558 | $ 4,558 | $ 4,475 |
Intangible Assets - Net Future
Intangible Assets - Net Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 (remainder) | $ 1,372 | |
2,016 | 2,914 | |
2,017 | 2,914 | |
2,018 | 2,914 | |
2,019 | 2,914 | |
2,020 | 2,914 | |
Thereafter | 22,638 | |
Finite-Lived Intangible Assets, Net | $ 38,580 | $ 35,568 |
Goodwill and Other Indefinite71
Goodwill and Other Indefinite-Lived Intangible Assets Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Impairment Loss | $ 0 |
Goodwill | 30,269 |
Goodwill, Acquired During Period | 2,512 |
Goodwill | 32,781 |
Long-term Care Segment [Member] | |
Goodwill [Line Items] | |
Goodwill, Impairment Loss | 0 |
Goodwill | 15,977 |
Goodwill, Acquired During Period | 0 |
Goodwill | 15,977 |
Home Health and Hospice Segment [Member] | |
Goodwill [Line Items] | |
Goodwill, Impairment Loss | 0 |
Goodwill | 10,929 |
Goodwill, Acquired During Period | 0 |
Goodwill | 10,929 |
All Other [Member] | |
Goodwill [Line Items] | |
Goodwill, Impairment Loss | 0 |
Goodwill | 3,363 |
Goodwill, Acquired During Period | 2,512 |
Goodwill | $ 5,875 |
Goodwill and Other Indefinite72
Goodwill and Other Indefinite-Lived Intangible Assets Indefinite-lived intangble assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | $ 16,226 | $ 12,361 |
Home Health and Hospice Segment [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | 16,226 | 12,361 |
Home Health and Hospice Segment [Member] | Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | 1,855 | 1,055 |
Home Health and Hospice Segment [Member] | Home Health and Hospice Medicare License [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | $ 14,371 | $ 11,306 |
Restricted and Other Assets (De
Restricted and Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
RESTRICTED AND OTHER ASSETS [Abstract] | ||
Debt issuance costs, net | $ 2,316 | $ 2,612 |
Long-term insurance losses recoverable asset | 2,388 | 2,256 |
Deposits with landlords | 1,650 | 1,143 |
Capital improvement reserves with landlords and lenders | 471 | 774 |
Other long-term assets | 0 | 48 |
Restricted and other assets | $ 6,825 | $ 6,833 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
OTHER ACCRUED LIABILITIES [Abstract] | ||
Quality assurance fee | $ 3,572 | $ 2,855 |
Resident refunds payable | 10,528 | 7,014 |
Deferred revenue | 3,473 | 3,471 |
Cash held in trust for residents | 1,970 | 1,824 |
Resident deposits | 5,796 | 1,593 |
Dividends payable | 1,929 | 1,708 |
Property taxes | 2,771 | 3,043 |
Other | 4,392 | 3,122 |
Other accrued liabilities | $ 34,431 | $ 24,630 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Expense [Abstract] | ||||
Provision (benefit) for income taxes | $ 8,379 | $ 3,523 | $ 17,964 | $ 11,625 |
Income Taxes U.S. Goverment Inq
Income Taxes U.S. Goverment Inquiry Settlement (Details) $ in Thousands | 24 Months Ended |
Dec. 31, 2013USD ($) | |
U.S. Government Inquiry Settlement [Abstract] | |
U.S. Government inquiry settlement (Note 17) | $ 48,000 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 49,520 | $ 68,390 |
Current maturities of long-term debt | (501) | (111) |
Long Term Debt, net of Current Maturities and Debt Discount | 49,019 | 68,279 |
Vannovi Properties, LLC [Member] | Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 6,185 | 0 |
Six-Bank Lending Consortium Arranged by SunTrust 2014 [Member] | Secured Debt [Member] | Senior Debt Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Senior Notes | 40,000 | |
Red Mortgage Capital [Member] | Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 3,335 | |
Six-Bank Lending Consortium Arranged by SunTrust and Wells Fargo [Member] | Secured Debt [Member] | Senior Debt Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Senior Notes | 65,000 | |
Corporation [Member] | Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 3,390 |
Debt Additional Disclosures (De
Debt Additional Disclosures (Details) - USD ($) Rate in Thousands, $ in Thousands | Aug. 03, 2015 | Jul. 01, 2015 | Jun. 30, 2015 | Apr. 02, 2015 | Dec. 31, 2014 |
Collateralized Debt Obligations [Member] | Notes Payable to Banks [Member] | Vannovi Properties, LLC [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Debt Instrument, Face Amount | $ 6,248 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||
Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | Vannovi Properties, LLC [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Notes and Loans Payable, Current | $ 389 | ||||
Notes Payable, Noncurrent | 5,796 | ||||
Notes Payable | 6,185 | $ 0 | |||
Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | Red Mortgage Capital [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Notes Payable | 3,335 | ||||
Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member] | Corporation [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Notes Payable | 3,390 | ||||
Secured Debt [Member] | Senior Debt Obligations [Member] | Six-Bank Lending Consortium Arranged by SunTrust 2014 [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Senior Notes | 40,000 | ||||
Pledged Financial Instruments, Not Separately Reported, Securities for Letter of Credit Facilities | $ 2,726 | ||||
Secured Debt [Member] | Senior Debt Obligations [Member] | Six-Bank Lending Consortium Arranged by SunTrust and Wells Fargo [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Senior Notes | $ 65,000 | ||||
Subsequent Event | Collateralized Debt Obligations [Member] | Notes Payable to Banks [Member] | Ziegler Financing Corporation [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Debt Instrument, Face Amount | $ 5,500 | ||||
Subsequent Event | Collateralized Debt Obligations [Member] | Mortgage Loans on Real Estate [Member] | Ziegler Financing Corporation [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||
Prepayment penalty percentage | 0.00% | ||||
Prepayment penalty reduced rate | 0.00% | ||||
Subsequent Event | Secured Debt [Member] | Senior Debt Obligations [Member] | Six-Bank Lending Consortium Arranged by SunTrust 2014 [Member] | |||||
Long-Term Debt Additional Disclosures [Line Items] | |||||
Increase in letters of credit | $ 500 |
Options and Awards Lead Paragra
Options and Awards Lead Paragraphs (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock Issued or Granted During Period, Share-based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,514 | 1,514 | ||
Options Granted | 75 | 664 | 147 | 931 |
Director [Member] | ||||
Stock Issued or Granted During Period, Share-based Compensation [Abstract] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 26 | 2 | 91 | 4 |
Options and Awards Valuation As
Options and Awards Valuation Assumptions QTD (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Assumptions and Methodology | ||||
Options Granted | 75 | 664 | 147 | 931 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.71% | 1.80% | 1.45% | 1.80% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.71% | 1.84% | ||
Expected Life | 6 years 6 months | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 40.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 44.00% | |||
Weighted Average Volatility | 40.00% | 55.00% | 55.00% | |
Weighted Average Dividend Yield, Minimum | 0.62% | 0.64% | 0.63% | 0.64% |
Options and Awards Exercise Pri
Options and Awards Exercise Price and Fair Value (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] | ||||
Options Granted | 75 | 664 | 147 | 931 |
Weighted Average Exercise Price | $ 45.13 | $ 24.38 | ||
Weighted Average Fair Value of Options | 18.45 | $ 12.51 | ||
Intrinsic Value of Options Granted on Grant Date [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 0 |
Options and Awards Options Outs
Options and Awards Options Outstanding Rollforward (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Options outstanding January 1, 2015 | 2,766 | |||
Weighted average exercise price January 1, 2015 | $ 17.02 | |||
Options vested January 1, 2015 | 1 | |||
Weighted Average Exercise Price of Options Vested January 1, 2015 | $ 9.39 | |||
Options Granted | 75 | 664 | 147 | 931 |
Weighted Average Exercise Price, Options Granted | $ 45.13 | $ 24.38 | ||
Options Forfeited in Period | (59) | |||
Weighted Average Exercise Price, Options Forfeited in Period | $ 23.15 | |||
Options Exercised in Period | (133) | |||
Weighted Average Exercise Price, Options Exercised in Period | $ 11.01 | |||
Options outstanding June 30, 2015 | 2,721 | 2,721 | ||
Weighted average exercise price June 30, 2015 | $ 18.70 | $ 18.70 | ||
Options vested June 30, 2015 | 1,256 | 1,256 | ||
Weighted Average Exercise Price of Options Vested June 30, 2015 | $ 11.79 | $ 11.79 |
Options and Awards Options Ou83
Options and Awards Options Outstanding by Exercise Price (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Outstanding Options | 2,721 | |
Black-Scholes Fair Value | $ 23,534 | |
Stock Options Vested and Exercisable | 1,256 | |
2,005 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 2.72 | |
Exercise Price, Upper Range Limit | $ 3.14 | |
Number of Outstanding Options | 24 | |
Black-Scholes Fair Value | [1] | $ 0 |
Remaining Contractual Life (Years) | ||
Stock Options Vested and Exercisable | 24 | |
2,006 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 3.85 | |
Exercise Price, Upper Range Limit | $ 4.09 | |
Number of Outstanding Options | 63 | |
Black-Scholes Fair Value | $ 330 | |
Remaining Contractual Life (Years) | 1 year | |
Stock Options Vested and Exercisable | 63 | |
2,008 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 5.12 | |
Exercise Price, Upper Range Limit | $ 8.11 | |
Number of Outstanding Options | 253 | |
Black-Scholes Fair Value | $ 759 | |
Remaining Contractual Life (Years) | 3 years | |
Stock Options Vested and Exercisable | 253 | |
2,009 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 8.12 | |
Exercise Price, Upper Range Limit | $ 9.11 | |
Number of Outstanding Options | 366 | |
Black-Scholes Fair Value | $ 1,572 | |
Remaining Contractual Life (Years) | 4 years | |
Stock Options Vested and Exercisable | 366 | |
2,010 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 9.53 | |
Exercise Price, Upper Range Limit | $ 9.91 | |
Number of Outstanding Options | 90 | |
Black-Scholes Fair Value | $ 430 | |
Remaining Contractual Life (Years) | 5 years | |
Stock Options Vested and Exercisable | 83 | |
2,011 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 11.79 | |
Exercise Price, Upper Range Limit | $ 15.98 | |
Number of Outstanding Options | 110 | |
Black-Scholes Fair Value | $ 745 | |
Remaining Contractual Life (Years) | 6 years | |
Stock Options Vested and Exercisable | 66 | |
2,012 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 13.12 | |
Exercise Price, Upper Range Limit | $ 15.91 | |
Number of Outstanding Options | 328 | |
Black-Scholes Fair Value | $ 2,419 | |
Remaining Contractual Life (Years) | 7 years | |
Stock Options Vested and Exercisable | 135 | |
2,013 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 15.96 | |
Exercise Price, Upper Range Limit | $ 22.98 | |
Number of Outstanding Options | 373 | |
Black-Scholes Fair Value | $ 3,650 | |
Remaining Contractual Life (Years) | 8 years | |
Stock Options Vested and Exercisable | 103 | |
2,014 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 21.09 | |
Exercise Price, Upper Range Limit | $ 37.88 | |
Number of Outstanding Options | 967 | |
Black-Scholes Fair Value | $ 10,921 | |
Remaining Contractual Life (Years) | 9 years | |
Stock Options Vested and Exercisable | 163 | |
Exercise Price Range Ten [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price, Lower Range Limit | $ 43.58 | |
Exercise Price, Upper Range Limit | $ 46.62 | |
Number of Outstanding Options | 147 | |
Black-Scholes Fair Value | $ 2,708 | |
Remaining Contractual Life (Years) | 10 years | |
Stock Options Vested and Exercisable | 0 | |
[1] | The Company did not recognize the Black-Scholes fair value for awards granted prior to January 1, 2006 unless such awards are modified. |
Options and Awards Restricted A
Options and Awards Restricted Awards Granted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restricted awards granted [Line Items] | ||||
Share-based Compensation, Restricted Awards, Exercise Price | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Director [Member] | ||||
Restricted awards granted [Line Items] | ||||
Restricted Awards Grant Date Fair Value Range, Maximum | $ 46.62 | |||
Options Granted to Non-employee Directors | 4 | 8 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 26 | 2 | 91 | 4 |
Restricted Awards Grant Date Fair Value Range, Minimum | $ 42.59 |
Options and Awards Restricted85
Options and Awards Restricted Award Rollforward (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restricted Stock Rollforward [Line Items] | ||||
Nonvested Restricted Awards, Nonvested at January 1, 2015 | 183 | |||
Weighted Average Grant Date Fair Value, Nonvested at January 1, 2015 | $ 30.30 | |||
Weighted Average Grant Date Fair Value, Restricted Awards Granted in the Period | $ 44.36 | |||
Nonvested Restricted Awards, Vested in the Period | (79) | |||
Weighted Average Grant Date Fair Value, Restricted Awards Vested in the Period | $ 37.25 | |||
Nonvested Restricted Awards, Forfeited in the Period | (9) | |||
Weighted Average Grant Date Fair Value, Restricted Awards Forfeited in the Period | $ 29.83 | |||
Nonvested Restricted Awards, Nonvested at June 30, 2015 | 186 | 186 | ||
Weighted Average Grant Date Fair Value, Nonvested at June 30, 2015 | $ 34.23 | $ 34.23 | ||
Director [Member] | ||||
Restricted Stock Rollforward [Line Items] | ||||
Options Granted to Non-employee Directors | 4 | 8 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 42.59 | $ 46 | ||
Nonvested Restricted Awards, Granted in the Period | 26 | 2 | 91 | 4 |
Restricted Awards Grant Date Fair Value Range, Maximum | $ 46.62 |
Options and Awards Compensation
Options and Awards Compensation Expense (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 1,733 | $ 1,204 | $ 3,226 | $ 2,383 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months | |||
Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,165 | 711 | $ 2,121 | 1,354 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 15,119 | $ 15,119 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 8 months | |||
Employee Service Share-based Compensation, Nonvested Awards | 1,465 | 1,465 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number | 1,337 | 1,337 | ||
Restricted Stock Awards | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 434 | 387 | $ 850 | 817 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 5,518 | $ 5,518 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 4 months | |||
Stock awards | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 134 | $ 106 | $ 255 | $ 212 |
Options and Awards Intrinsic Va
Options and Awards Intrinsic Values (Details) - Stock Options - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Outstanding | $ 88,036 | $ 75,689 |
Vested | 49,342 | 38,811 |
Expected to Vest | 32,830 | 31,160 |
Exercised | $ 4,676 | $ 10,496 |
Leases (Details)
Leases (Details) | Jun. 03, 2014USD ($) | Jun. 30, 2015USD ($)facilities | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Renewalsfacilities | Jun. 30, 2014USD ($) | Dec. 31, 2014 | Jun. 01, 2014facilities |
Operating Leased Assets [Line Items] | |||||||
Operating Leases, Rent Expense | $ 19,180,000 | $ 8,398,000 | $ 38,261,000 | $ 12,062,000 | |||
Average operating lease minimum term | 5 years | ||||||
Average operating lease maximum term | 20 years | ||||||
Average non-cancellable equipment leases minimum term | 3 years | ||||||
Average non-cancellable equipment lease maximum term | 5 years | ||||||
Facilities under master lease arrangement | facilities | 6 | 6 | |||||
Mainstreet Property Group LLC[Member] [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms, Minimum | Renewals | 2 | ||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | ||||||
CareTrust REIT [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 0.025 | ||||||
Payments for Rent | $ 56,000,000 | ||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | ||||||
Average operating lease minimum term | 12 years | ||||||
Average operating lease maximum term | 19 years | ||||||
Real Estate Investment Trust Spin-Off Transaction [Member] | CareTrust REIT [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 2 years | 2 years | |||||
Real Estate Investment Trust Spin-Off Transaction [Member] | CareTrust REIT [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Skilled Nursing, Assisted Living and Independent Living Facilities | facilities | 94 |
Leases Future minimum lease pay
Leases Future minimum lease payments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Future Minimum Lease Payments [Abstract] | |
Remainder | $ 41,211 |
2,016 | 89,165 |
2,017 | 90,001 |
2,018 | 89,942 |
2,019 | 88,798 |
2,020 | 86,052 |
Thereafter | 823,274 |
Operating Leases, Future Minimum Payments Due | $ 1,308,443 |
Commitments and Contingencies L
Commitments and Contingencies Litigation (Details) | 6 Months Ended |
Jun. 30, 2015facilities | |
Litigation [Line Items] | |
Facilities under Medicare Probe Reviews | 1 |
Commitments and Contingencies M
Commitments and Contingencies Medicare Revenue Recoupments (Details) | 6 Months Ended |
Jun. 30, 2015facilities | |
Medicare Probe Reviews [Abstract] | |
Facilities under Medicare Probe Reviews | 1 |
Commitments and Contingencies O
Commitments and Contingencies Other Matters (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 24 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | |
Other Commitments [Line Items] | |||||
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Charge related to U.S. Government inquiry | $ 48,000 |
Commitments and Contingencies C
Commitments and Contingencies Concentrations (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Total Medicaid and Medicare Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable by payor as a percent of total accounts receivable | 56.60% | 56.60% | 52.40% | ||
% of Revenue | 68.50% | 70.20% | 68.80% | 70.70% |
Commitments and Contingencies94
Commitments and Contingencies Cash in Excess of FDIC Limits (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Jun. 30, 2015 |
Cash in Excess of FDIC limits [Line Items] | ||
Cash, FDIC Insured Amount | $ 250 | |
Subsequent Event | ||
Cash in Excess of FDIC limits [Line Items] | ||
Cash, Uninsured Amount | $ 1,100 |