Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | ||
Mar. 31, 2014 | 2-May-14 | 2-May-14 | |
Common Class A | Common Class B | ||
Entity Listings [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Skilled Healthcare Group, Inc. | ' | ' |
Entity Central Index Key | '0001351051 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 24,095,563 | 15,515,050 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $4,205 | $4,177 |
Accounts receivable, less allowance for doubtful accounts of $15,455 and $16,665 at March 31, 2014 and December 31, 2013, respectively | 109,407 | 107,215 |
Deferred income taxes | 9,736 | 9,876 |
Prepaid expenses | 10,609 | 8,961 |
Other current assets | 11,610 | 12,188 |
Total current assets | 145,567 | 142,417 |
Property and equipment, less accumulated depreciation of $143,366 and $137,484 at March 31, 2014 and December 31, 2013, respectively | 339,490 | 341,822 |
Leased facility assets, less accumulated depreciation of $4,555 and $4,432 at March 31, 2014 and December 31, 2013, respectively | 9,293 | 9,416 |
Other assets: | ' | ' |
Notes receivable | 131 | 520 |
Deferred financing costs, net | 8,470 | 9,189 |
Goodwill | 69,065 | 69,065 |
Intangible assets, less accumulated amortization of $4,720 and $4,640 at March 31, 2014 and December 31, 2013, respectively | 18,728 | 18,807 |
Deferred income taxes | 8,694 | 9,472 |
Other assets | 45,376 | 42,708 |
Total other assets | 150,464 | 149,761 |
Total assets | 644,814 | 643,416 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 51,250 | 57,179 |
Employee compensation and benefits | 37,230 | 32,979 |
Current portion of long-term debt | 10,172 | 7,630 |
Total current liabilities | 98,652 | 97,788 |
Long-term liabilities: | ' | ' |
Insurance liability risks | 31,027 | 29,534 |
Other long-term liabilities | 12,296 | 12,367 |
Long-term debt, less current portion | 409,076 | 411,495 |
Total liabilities | 551,051 | 551,184 |
Stockholdersb equity: | ' | ' |
Additional paid-in-capital | 378,992 | 378,756 |
Accumulated deficit | -285,297 | -286,592 |
Accumulated other comprehensive income | 28 | 28 |
Total stockholdersb equity | 93,763 | 92,232 |
Total liabilities and stockholdersb equity | 644,814 | 643,416 |
Common Class A | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | 24 | 24 |
Common Class B | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | $16 | $16 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets: | ' | ' |
Allowance for doubtful accounts | $15,455 | $16,665 |
Noncurrent Assets: | ' | ' |
Accumulated depreciation on property and equipment | 143,366 | 137,484 |
Accumulated depreciation for leased facility assets | 4,555 | 4,432 |
Accumulated amortization on intangible assets | $4,720 | $4,640 |
Common Class A | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock, Par or Stated Value Per Share (usd per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 175,000,000 | 175,000,000 |
Common Stock, Shares, Issued | 24,134,000 | 24,278,000 |
Common Stock, Shares, Outstanding | 24,134,000 | 24,278,000 |
Common Class B | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock, Par or Stated Value Per Share (usd per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 15,515,000 | 15,515,000 |
Common Stock, Shares, Outstanding | 15,515,000 | 15,515,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue: | ' | ' |
Net patient service revenue | $206,513 | $214,298 |
Leased facility revenue | 787 | 761 |
Total revenue | 207,300 | 215,059 |
Expenses: | ' | ' |
Cost of services (exclusive of rent cost of revenue and depreciation and amortization shown below) | 180,309 | 186,271 |
Rent cost of revenue | 4,774 | 4,669 |
General and administrative | 6,084 | 6,455 |
Change in fair value of contingent consideration | 14 | 83 |
Depreciation and amortization | 6,085 | 5,898 |
Expenses | 197,266 | 203,376 |
Other (expenses) income: | ' | ' |
Interest expense | -8,039 | -8,675 |
Interest income | 43 | 112 |
Other income (expense), net | 52 | -30 |
Equity in earnings of joint venture | 546 | 489 |
Total other (expenses) income, net | -7,398 | -8,104 |
Income from continuing operations before provision for income taxes | 2,636 | 3,579 |
Provision for income taxes | 1,341 | 245 |
Income from continuing operations | 1,295 | 3,334 |
Loss from discontinued operations, net of tax | 0 | -264 |
Net income | $1,295 | $3,070 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Earnings per share (usd per share) | $0.03 | $0.08 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Earnings per share (usd per share) | $0.03 | $0.08 |
Weighted-average common shares outstanding, basic (in shares) | 37,972 | 37,557 |
Weighted-average common shares outstanding, diluted (in shares) | 38,202 | 38,034 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net income | $1,295 | $3,070 |
Other comprehensive income: | ' | ' |
Unrealized loss on investment available for sale - net of income tax benefit of $1 for the three months ended March 31, 2013 | 0 | -3 |
Reclassification adjustments: | ' | ' |
Interest expense on interest rate swap - net of income tax expense of $52 for the three months ended March 31, 2013 | 0 | 83 |
Other comprehensive income, net of tax | 0 | 80 |
Comprehensive income | $1,295 | $3,150 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Unrealized gain (loss) on interest rate swap, tax | $0 | $0 |
Unrealized gain (loss) on Investment available for sale, tax | -2 | -13 |
Interest expense on interest rate swap, tax | $0 | $107 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net income | $1,295 | $3,070 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 6,085 | 6,136 |
Change in fair value of contingent consideration | -14 | -83 |
Provision for doubtful accounts | 2,905 | 2,983 |
Non-cash stock-based compensation | 571 | 1,303 |
Amortization of deferred financing costs | 900 | 638 |
Deferred income taxes | 918 | 477 |
Amortization of discount on debt | 141 | 238 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -5,105 | -8,149 |
Payments on notes receivable | 507 | 777 |
Other current and non-current assets | -2,276 | -1,611 |
Accounts payable and accrued liabilities | -5,671 | 1,973 |
Employee compensation and benefits | 3,309 | -5,277 |
Insurance liability risks | 2,231 | 2,206 |
Other long-term liabilities | -87 | -366 |
Net cash provided by operating activities | 5,737 | 4,481 |
Cash Flows from Investing Activities | ' | ' |
Additions to property and equipment | -3,550 | -2,401 |
Net cash used in investing activities | -3,550 | -2,401 |
Cash Flows from Financing Activities | ' | ' |
Borrowings under line of credit | 78,500 | 89,000 |
Repayments under line of credit | -78,057 | -84,000 |
Repayments of long-term debt | -2,087 | -3,730 |
Taxes paid related to net share settlement of equity awards | -334 | -204 |
Payment of financing costs | -181 | 0 |
Net cash (used in) provided by financing activities | -2,159 | 1,066 |
Increase in cash and cash equivalents | 28 | 3,146 |
Cash and cash equivalents at beginning of period | 4,177 | 2,003 |
Cash and cash equivalents at end of period | $4,205 | $5,149 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Parentheticals) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash paid for: | ' | ' |
Interest expense | $6,489 | $7,763 |
Income taxes, net | 27 | -27 |
Non-cash activities: | ' | ' |
Insurance premium financed | $1,625 | $1,187 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Business | ' |
Description of Business | |
Current Business | |
Skilled Healthcare Group, Inc. ("Skilled") is a holding company that owns subsidiary companies that operate long-term care facilities and provides a wide range of post-acute care services, with a strategic emphasis on sub-acute specialty medical care. Skilled and its consolidated wholly-owned companies are collectively referred to as the "Company." As of March 31, 2014, the Company operated facilities in California, Iowa, Kansas, Missouri, Nevada, Nebraska, New Mexico and Texas, including 72 skilled nursing facilities ("SNFs"), which offer sub-acute care, rehabilitative, specialty healthcare, and skilled nursing care, and 22 assisted living facilities ("ALFs"), which provide room and board and assistance with activities of daily living. The Company leases five skilled nursing facilities in California to an unaffiliated third party operator. In addition, through its Hallmark Rehabilitation subsidiary ("Hallmark"), the Company provides a variety of rehabilitative services such as physical, occupational and speech therapy in Company-operated facilities and unaffiliated facilities. Furthermore, as of March 31, 2014, the Company provided hospice care and home health services in Arizona, California, Idaho, Montana, Nevada and New Mexico. The Company also provides private duty care services in Idaho, Montana, and Nevada. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. The Company currently has one such service agreement with an unrelated skilled nursing facility operator. The Company also owns a 50% interest in an institutional pharmacy in Texas, which currently serves eight of the Company's SNFs as well as other facilities unaffiliated with the Company. |
Discontinued_Operations_Notes
Discontinued Operations (Notes) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Discontinued Operations | ' | |||||||
Discontinued Operations | ||||||||
On December 1, 2013, the Company disposed of two skilled nursing facilities, one owned facility in Texas and one leased facility in California. The results of operations of these facilities for all periods presented and the losses associated with the transaction have been classified as discontinued operations, net of tax, in the accompanying condensed consolidated statements of operations as the operations have been eliminated from the Company’s ongoing operations. | ||||||||
A summary of the discontinued operations for the periods presented is as follows (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net operating revenues | $ | — | $ | 3,817 | ||||
Operating expenses | — | 4,248 | ||||||
Loss from discontinued operations | — | (431 | ) | |||||
Income tax benefit | — | (167 | ) | |||||
Loss from discontinued operations | — | (264 | ) | |||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 (collectively, the "Interim Financial Statements"), are unaudited. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted, as permitted under applicable U.S. Securities and Exchange Commission rules and regulations. Readers of the Interim Financial Statements should refer to the Company's audited consolidated financial statements and notes thereto (as updated by Note 3, "Summary of Significant Accounting Policies," in this filing), for the year ended December 31, 2013, which are included in the Company's 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"). Management believes that the Interim Financial Statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company's financial information in all material respects as of the dates and for the periods presented. The results of operations presented in the Interim Financial Statements are not necessarily indicative of operations to be expected for the entire year or any other period. | |
The accompanying Interim Financial Statements include the accounts of Skilled and its consolidated wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. | |
Estimates and Assumptions | |
The interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which require the Company to consolidate company financial information and make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates in the Company’s interim financial statements relate to revenue, allowance for doubtful accounts, self-insured liability risks, income taxes, and valuation of contingent consideration. | |
Reclassifications | |
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current period presentation. Such reclassifications do not impact previously reported revenue, operating loss, net loss, total assets, liabilities, or stockholders' equity. | |
Revenue and Accounts Receivables | |
Revenue and accounts receivable are recorded on an accrual basis as services are performed at their estimated net realizable value. The Company derives a majority of its revenue from funds under federal Medicare and state Medicaid assistance programs, the continuation of which are dependent upon governmental policies and are subject to audit risk and potential recoupment. | |
Overall payments made by Medicare for hospice services are subject to an annual cap amount on a per hospice agency basis. Total Medicare payments received for services rendered during the applicable Medicare hospice cap year by each Medicare-certified agency during this period are compared to the cap amount for the relevant period. Payments in excess of the cap are subject to recoupment by Medicare. For the three months ended March 31, 2014 and 2013, the Company recorded hospice Medicare cap reserves of zero and $1.4 million, respectively, as adjustments to revenue. Of the $1.4 million recorded in the three months ended March 31, 2013, $1.2 million was related to the 2012 cap year and $0.2 million was related to the 2011 cap year. | |
Notes Receivable | |
As of March 31, 2014 and December 31, 2013, net notes receivable were approximately $1.5 million and $2.0 million, respectively, of which $1.4 million and $1.5 million was reflected as current assets as of March 31, 2014 and December 31, 2013, with the remaining balances reflected as long-term assets. Interest rates on these notes approximated market rates as of the date the notes were originated. | |
As of March 31, 2014, one customer of the Company's rehabilitation therapy services business was responsible for 100% of the net notes receivable balance. The note receivable, as well as the receivables from this customer, is secured by the assets of the customer as well as a personal guaranty by the principal owners of the customer. Additionally, the customer represented $4.2 million, or 20.8% of the net accounts receivable for the Company's rehabilitation therapy services business and approximately $4.1 million, or 17.9%, of the external revenue of the rehabilitation therapy services business for the three months ended March 31, 2014. There are no past due accounts receivable that were converted to notes receivable in the quarter ended March 31, 2014. | |
The notes receivable balance is stated net of an allowance for uncollectibility. At March 31, 2014 there was no reserve balance. | |
Recent Accounting Pronouncement | |
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, ("ASU 2014-08"). This ASU require an entity to report disposed components or components held-for-sale in discontinued operations if such components represents a strategic shift that have or will have a significant effect on operations and financial results. Additionally, expanded disclosure about discontinued operations and disposals of significant components that do not qualify for discontinued operations presentation will be required. The adoption of ASU 2014-08 is effective prospectively for disposals that occur within annual period beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact to the consolidated financial statements. |
Income_Per_Share
Income Per Share | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||
Income Per Share | ' | |||||||||||||||||||||||
Income Per Share | ||||||||||||||||||||||||
The Company computes income per share of Class A common stock and Class B common stock using the two-class method. The Company's Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights and that each share of Class B common stock is convertible into one share of Class A common stock under certain circumstances. Income is allocated on a proportionate basis to each class of common stock in the determination of income per share. | ||||||||||||||||||||||||
Basic net income per share was computed by dividing net income by the weighted-average number of outstanding shares for the period. Dilutive earnings per share is computed by dividing income plus the effect of assumed conversions (if applicable) by the weighted-average number of outstanding shares after giving effect to all potential dilutive common stock, including options, warrants, common stock subject to repurchase and convertible preferred stock, if any. The following table sets forth the computation of basic and diluted net income per share of Class A common stock and Class B common stock for the three months ended March 31, 2014 and 2013 (amounts in thousands, except per share data): | ||||||||||||||||||||||||
Three months ended March 31, 2014 | Three months ended March 31, 2013 | |||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | |||||||||||||||||||
Net Income per share, basic | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of income from continuing operations | $ | 766 | $ | 529 | $ | 1,295 | $ | 1,951 | $ | 1,383 | $ | 3,334 | ||||||||||||
Allocation of loss from discontinued operations | — | — | — | (155 | ) | (109 | ) | (264 | ) | |||||||||||||||
Allocation of net income | $ | 766 | $ | 529 | $ | 1,295 | $ | 1,796 | $ | 1,274 | $ | 3,070 | ||||||||||||
Net Income per share, diluted | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of income from continuing operations | $ | 769 | $ | 526 | $ | 1,295 | $ | 1,969 | $ | 1,365 | $ | 3,334 | ||||||||||||
Allocation of loss from discontinued operations | — | — | — | (156 | ) | (108 | ) | (264 | ) | |||||||||||||||
Allocation of income | $ | 769 | $ | 526 | $ | 1,295 | $ | 1,813 | $ | 1,257 | $ | 3,070 | ||||||||||||
Denominator for basic and diluted income per share: | ||||||||||||||||||||||||
Weighted average common shares outstanding, basic | 22,457 | 15,515 | 37,972 | 21,981 | 15,576 | 37,557 | ||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 230 | — | 230 | 477 | — | 477 | ||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,687 | 15,515 | 38,202 | 22,458 | 15,576 | 38,034 | ||||||||||||||||||
Earnings per share, basic: | ||||||||||||||||||||||||
Earnings per common share from continuing operations | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||
Loss per share from discontinued operations | — | — | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||||||||
Earnings per share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||||||||
Earnings per share, diluted: | ||||||||||||||||||||||||
Earnings per common share from continuing operations | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||
Loss per share from discontinued operations | — | — | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||||||||
Earnings per share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||||||||
The following were excluded from the weighted-average diluted shares computation for the three months ended March 31, 2014 and 2013, as their inclusion would have been anti-dilutive (shares in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Options to purchase common shares | 690 | 584 | ||||||||||||||||||||||
Non-vested common shares | 253 | 4 | ||||||||||||||||||||||
Total excluded | 943 | 588 | ||||||||||||||||||||||
Business_Segments
Business Segments | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Business Segments | ' | |||||||||||||||||||||||
Business Segments | ||||||||||||||||||||||||
The Company has three reportable operating segments: (i) long-term care services ("LTC"), which includes the operation of SNFs and ALFs (which is the most significant portion of the Company's business), the Company's administrative services provided to an unrelated SNF operator, and the facility lease revenue from a third-party operator; (ii) the Company's rehabilitation therapy services business; and (iii) the Company's hospice and home health businesses. The "other" column in the table below includes general and administrative items, as well as joint venture equity earnings. The Company's reporting segments are business units that offer different services, and that are managed differently due to the nature of the services provided. | ||||||||||||||||||||||||
At March 31, 2014, LTC services included 72 wholly-owned SNF operating companies that offer post-acute, rehabilitative custodial and specialty skilled nursing care, as well as 22 wholly-owned ALF operating companies that provide room and board and social services. Therapy services included rehabilitative services such as physical, occupational and speech therapy provided in the Company's facilities and in unaffiliated facilities. Hospice and home health services were provided by the Company's wholly-owned subsidiaries to patients. | ||||||||||||||||||||||||
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. Accordingly, earnings from operations before net interest, tax, depreciation and amortization, non-core expenses ("Adjusted EBITDA") and rent cost of revenue ("Adjusted EBITDAR") is used as the primary measure of each segment’s operating results because it does not include such costs as interest expense, income taxes, depreciation, amortization and rent cost of revenue which may vary from segment to segment depending upon various factors, including the method used to finance the original purchase of assets within a segment or the tax law of the states in which a segment operates. By excluding these items, the Company is better able to evaluate operating performance of the segment by focusing on more controllable measures. Adjusted EBITDA and Adjusted EBITDAR are non‑GAAP financial measures. For a full discussion of the definitions of these terms and the reasons why the Company utilizes such measures, see Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this filing. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and are included in the "other" category in the selected segment financial data that follows. Intersegment sales and transfers are recorded at cost plus standard mark-up; intersegment transactions have been eliminated in consolidation. | ||||||||||||||||||||||||
The following table sets forth selected interim financial data consolidated by business segment (dollars in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Three months ended March 31, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 160,586 | $ | 23,066 | $ | 22,861 | $ | — | $ | — | $ | 206,513 | ||||||||||||
Leased facility revenue | 787 | — | — | — | — | 787 | ||||||||||||||||||
Intersegment revenue | 451 | 13,836 | — | — | (14,287 | ) | — | |||||||||||||||||
Total revenue | $ | 161,824 | $ | 36,902 | $ | 22,861 | $ | — | $ | (14,287 | ) | $ | 207,300 | |||||||||||
Operating income (loss) | $ | 10,972 | $ | 3,307 | $ | 1,982 | $ | (6,227 | ) | $ | — | $ | 10,034 | |||||||||||
Interest expense, net of interest income | (7,996 | ) | ||||||||||||||||||||||
Other income | 52 | |||||||||||||||||||||||
Equity in earnings of joint venture | 546 | |||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 2,636 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,541 | $ | 168 | $ | 234 | $ | 142 | $ | — | $ | 6,085 | ||||||||||||
Segment capital expenditures | $ | 2,838 | $ | 36 | $ | 53 | $ | 623 | $ | — | $ | 3,550 | ||||||||||||
Adjusted EBITDA | $ | 17,130 | $ | 3,474 | $ | 2,402 | $ | (5,154 | ) | $ | — | $ | 17,852 | |||||||||||
Adjusted EBITDAR | $ | 21,439 | $ | 3,474 | $ | 2,867 | $ | (5,154 | ) | $ | — | $ | 22,626 | |||||||||||
Three months ended March 31, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 161,130 | $ | 27,074 | $ | 26,094 | $ | — | $ | — | $ | 214,298 | ||||||||||||
Leased facility revenue | 761 | — | — | — | — | 761 | ||||||||||||||||||
Intersegment revenue | 508 | 15,205 | — | — | (15,713 | ) | — | |||||||||||||||||
Total revenue | $ | 162,399 | $ | 42,279 | $ | 26,094 | $ | — | $ | (15,713 | ) | $ | 215,059 | |||||||||||
Operating income (loss) | $ | 12,681 | $ | 2,954 | $ | 2,703 | $ | (6,655 | ) | $ | — | $ | 11,683 | |||||||||||
Interest expense, net of interest income | (8,563 | ) | ||||||||||||||||||||||
Other expense | (30 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 489 | |||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 3,579 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,373 | $ | 177 | $ | 156 | $ | 192 | $ | — | $ | 5,898 | ||||||||||||
Segment capital expenditures | $ | 2,197 | $ | 23 | $ | 130 | $ | 51 | $ | — | $ | 2,401 | ||||||||||||
Adjusted EBITDA | $ | 18,752 | $ | 3,131 | $ | 3,200 | $ | (6,025 | ) | $ | — | $ | 19,058 | |||||||||||
Adjusted EBITDAR | $ | 22,961 | $ | 3,131 | $ | 3,652 | $ | (6,017 | ) | $ | — | $ | 23,727 | |||||||||||
A reconciliation of Adjusted EBITDA and Adjusted EBITDAR to net income is as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Adjusted EBITDAR | $ | 22,626 | $ | 23,727 | ||||||||||||||||||||
Rent cost of revenue | (4,774 | ) | (4,669 | ) | ||||||||||||||||||||
Adjusted EBITDA | 17,852 | 19,058 | ||||||||||||||||||||||
Depreciation and amortization | (6,085 | ) | (5,898 | ) | ||||||||||||||||||||
Interest expense | (8,039 | ) | (8,675 | ) | ||||||||||||||||||||
Interest income | 43 | 112 | ||||||||||||||||||||||
Change in fair value of contingent consideration | (14 | ) | (83 | ) | ||||||||||||||||||||
Organization restructure costs | (440 | ) | — | |||||||||||||||||||||
Exit costs related to divested facilities | (367 | ) | — | |||||||||||||||||||||
Legal expense for non-routine matters | (314 | ) | (935 | ) | ||||||||||||||||||||
Discontinued operations, net of taxes | — | (264 | ) | |||||||||||||||||||||
Provision for income taxes | (1,341 | ) | (245 | ) | ||||||||||||||||||||
Net income | $ | 1,295 | $ | 3,070 | ||||||||||||||||||||
The following table presents the segment assets as of March 31, 2014 compared to December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||
Care Services | ||||||||||||||||||||||||
March 31, 2014: | ||||||||||||||||||||||||
Segment total assets | $ | 449,176 | $ | 47,757 | $ | 79,434 | $ | 68,447 | $ | 644,814 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,235 | $ | 23,693 | $ | 62,865 | $ | — | $ | 87,793 | ||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Segment total assets | $ | 445,987 | $ | 48,251 | $ | 80,290 | $ | 68,888 | $ | 643,416 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,300 | $ | 23,693 | $ | 62,879 | $ | — | $ | 87,872 | ||||||||||||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Land and land improvements | $ | 62,370 | $ | 62,370 | ||||
Buildings and leasehold improvements | 322,267 | 320,923 | ||||||
Furniture and equipment | 88,866 | 87,392 | ||||||
Construction in progress | 9,353 | 8,621 | ||||||
482,856 | 479,306 | |||||||
Less accumulated depreciation | (143,366 | ) | (137,484 | ) | ||||
$ | 339,490 | $ | 341,822 | |||||
Leased facility assets consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,555 | ) | (4,432 | ) | ||||
$ | 9,293 | $ | 9,416 | |||||
The Company began leasing five skilled nursing facilities in California to an unaffiliated third party operator in April 2011 and at that time signed a 10-year lease with two 10-year extension options exercisable by the lessee. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three months ended March 31, 2014, the Company recorded an income tax expense of $1.3 million representing an effective tax rate of 50.9% compared to an income tax expense of $0.2 million from continuing operations for the same period in 2013. The effective tax rate for the three months ended March 31, 2014 was above the statutory rate primarily due to an additional $0.3 million of tax expense for shares that vested at a lower price than the grant value. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||||||
Legal Matters | ||||||||||||||||||||||||||||||||
General | ||||||||||||||||||||||||||||||||
Skilled and its subsidiaries are party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of business, including without limitation claims that their services have resulted in injury or death to patients who receive care from the Company's businesses and claims related to employment, staffing requirements and commercial and other matters. Although Skilled and its subsidiaries intend to vigorously defend themselves in these matters, there can be no assurance that the outcomes of these matters will not have a material adverse effect on the Company's results of operations and financial condition. | ||||||||||||||||||||||||||||||||
Skilled and its subsidiaries operate in a highly regulated industry. They are subject to ongoing regulatory oversight by state and federal regulatory authorities. Actual or alleged failure to comply with legal and regulatory requirements could subject Skilled and its subsidiaries to civil, administrative or criminal fines, penalties or restitutionary relief, and authorities could seek the suspension or exclusion of the offending provider or individual from participation in government healthcare programs and could lead to recoupment claims on prior payments by government healthcare programs. Adverse determinations in legal and regulatory investigations, actions and proceedings, whether currently asserted or arising in the future, could have a material adverse effect on the Company's financial position, results of operations and cash flows. | ||||||||||||||||||||||||||||||||
See also Part II, Item 1A -- Risk Factors, included elsewhere in this report, including without limitation the sections therein entitled "Significant legal actions, which are commonplace in our professions, could subject us to increased operating costs and substantial uninsured liabilities, which would materially and adversely affect our results of operations, liquidity and financial condition," "Revenue we receive from Medicare and Medicaid is subject to potential retroactive reduction or repayment," "We are subject to extensive and complex laws and government regulations. If we are not operating in compliance with these laws and regulations or if these laws and regulations change, we could be required to make significant expenditures or change our operations in order to bring our facilities and operations into compliance" and "We face reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect our business." | ||||||||||||||||||||||||||||||||
Humboldt County Litigation | ||||||||||||||||||||||||||||||||
In connection with the September 2010 settlement of the class action litigation against Skilled and certain of its subsidiaries related to, among other matters, alleged understaffing at certain California skilled nursing facilities operated by Skilled's subsidiaries (the "Humboldt County Action"), Skilled and its defendant subsidiaries (collectively, the "Defendants”) entered into settlement agreements with the plaintiffs and intervenor and agreed to an injunction. The settlement was approved by the Superior Court of California, Humboldt County on November 30, 2010. Under the terms of the settlement agreements, the defendant entities deposited a total of $50.0 million into escrow accounts to cover settlement payments to class members, notice and claims administration costs, reasonable attorneys' fees and costs and certain other payments, including $5.0 million to settle certain government agency claims and potential government claims that may arise. Of the $5.0 million provided for such government claims, $1.0 million was initially released by the court to the Humboldt County Treasurer-Tax Collector on behalf of the People of the State of California for their release of the Defendants. The remaining $4.0 million was available for the settlement and releases by the California Attorney General and certain other District Attorneys. However, in the event that any of these government authorities were to instead file certain actions against the Defendants by the second anniversary of the effective date of the settlement agreement, which occurred in February 2013, the entire $4.0 million would have reverted to the Defendants upon their request to the Settlement Administrator. No such actions were filed, however, resulting in an additional $1.0 million distribution to the Humboldt County District Attorney's Office and the remaining $3.0 million was distributed to the class settlement fund, as required by the settlement agreement. | ||||||||||||||||||||||||||||||||
In addition to the payments to the Humboldt County Treasurer-Tax Collector on behalf of the People of the State of California, the court also approved payments from the escrow of up to approximately $24.8 million for plaintiff attorneys' fees and costs and $10,000 to each of the three named plaintiffs. Pursuant to the injunction, the twenty-two Defendants that operated California nursing facilities were required to provide specified nurse staffing levels, comply with specified state and federal regulations governing staffing levels and posting requirements, and provide reports and information to a court-appointed auditor. The injunction was to remain in effect for a period of twenty-four months unless extended for additional three-month periods as to those Defendants that may be found in violation. Defendants demonstrating compliance for an eighteen-month period that ended September 30, 2012 were permitted to petition for early termination of the injunction. The Defendants were required to demonstrate over the term of the injunction that the costs of the injunction met a minimum threshold level pursuant to the settlement agreement, which level, initially $9.6 million, was reduced by the portion attributable to any Defendant in the case that no longer operated a skilled nursing facility during the injunction period. | ||||||||||||||||||||||||||||||||
In April 2011, five of the subsidiary Defendants transferred their operations to an unaffiliated third party skilled nursing facility operator (the “Former Humboldt County Facilities”). On November 14, 2012, the Defendants filed a motion to terminate the injunction and vacate the final judgment in the Humboldt County Action. Based upon compliance with the injunction through the requisite eighteen-month period, on December 21, 2012, the Superior Court of California, Humboldt County granted the Defendants' motion for early termination of the injunction, and the injunction has now ended with respect to the 17 California nursing facilities that the subsidiary Defendants still operate. In its order, the court determined that the injunction termination did not apply to the Former Humboldt County Facilities. However, the 2010 court-approved stipulation and order establishing the injunction provides that the injunction applies to the named defendants and any successor licensees of the applicable nursing facilities, but only if those successor licensees are affiliates of the named defendants. As noted above, the Former Humboldt County Facilities have been operated by an unaffiliated third party since April 2011. Therefore, under the terms of the injunction it does not apply to the Former Humboldt County Facilities unless an affiliate of the Defendants operates them. Pursuant to the BMFEA matter discussed below the California theories in this context were released in February 2013. | ||||||||||||||||||||||||||||||||
In the course of ongoing communications with the California Attorney General's Bureau of Medi-Cal Fraud & Elder Abuse ("BMFEA") related to the BMFEA matter discussed below, representatives of the California Attorney General and the U.S. Department of Justice ("DOJ") indicated an interest in pursuing an action under the False Claims Act ("FCA"). The DOJ has expressed that it believes the company has FCA and other legal liabilities based upon the jury findings in the Humboldt County Action and otherwise related to staffing and perhaps other considerations related thereto. While the Company continues to cooperate with the government's evaluation of the matter, the Company views the government's apparent legal theories, including the False Claims Act theories, as lacking support in the established case law. The Company intends to vigorously defend any such action if brought. | ||||||||||||||||||||||||||||||||
BMFEA Matter | ||||||||||||||||||||||||||||||||
On April 15, 2009, two of Skilled's wholly-owned companies, Eureka Healthcare and Rehabilitation Center, LLC (“EHRC”), which at the time operated Eureka Healthcare and Rehabilitation Center (the "Facility"), and Skilled Healthcare, LLC (“SHC”), the administrative services provider for the Facility, were served with a search warrant that related to an investigation of the Facility by the BMFEA. The search warrant related to, among other things, records, property and information regarding certain enumerated patients of the Facility and covered the period from January 1, 2007 through the date of the search. On October 31, 2012, the BMFEA filed a criminal complaint (the “BMFEA Action”) in California Superior Court, Humboldt County against EHRC, SHC and Skilled alleging elder endangerment in nine misdemeanor counts under Penal Code Section 368(c) and two felony counts under Penal Code Section 368(b)(1) related to the care of certain patients at the Facility in 2008. No individuals were named as defendants in the complaint. The Company disputed the BMFEA's theories of alleged criminal liability and vigorously defended the action. The charges filed by the BMFEA, if proven, would have carried fines of up to $6,000 for each of the two felony counts and $2,000 for each of the nine misdemeanor counts. Convictions could also lead to exclusion from participation in federal healthcare programs under federal laws such as the Federal False Claims Act and the Civil Monetary Penalty Law, which could be materially adverse to Skilled's business. EHRC transferred its operations in April 2011 to an unaffiliated third party skilled nursing facility operator, and has not had any ongoing operations since that time. | ||||||||||||||||||||||||||||||||
On February 15, 2013, the parties reached a mutually satisfactory settlement of the BMFEA Action. Pursuant to the settlement: (i) Skilled and SHC were dismissed from the case with prejudice; (ii) EHRC pled no contest to a single misdemeanor count of elder endangerment under Penal Code Section 368(c) and agreed to pay a statutory fine of $680, pay $145,000 to the California Attorney General for its costs of investigation, and to serve two (2) years of summary probation; and (iii) the California Attorney General granted Skilled, SHC, and twenty-five (25) of their affiliates who currently or formerly operated skilled nursing facilities in California, a release of any potential liability to the California Attorney General under certain civil statutes based upon conduct occurring through the effective date of the settlement (including the FCA theories discussed under Humboldt County Litigation above). The court accepted EHRC's misdemeanor plea and the other relevant terms of the settlement on February 15, 2013. Notwithstanding EHRC's no contest plea to the single misdemeanor charge, the Company, SHC and EHRC continue to deny any liability for the allegations in the BMFEA Action. The release granted by the California Attorney General may not apply to the DOJ should it choose to pursue action against us. | ||||||||||||||||||||||||||||||||
Pursuant to the settlement, Skilled, SHC and their twenty (20) affiliated current California skilled nursing facility operators also agreed to a 2-year staffing agreement (the “2013 Staffing Agreement”) with the California Attorney General that essentially continues the requirements of the staffing-related injunction that was in effect until December 2012 as a result of the September 2010 settlement of the Humboldt County Action. Similar to the former staffing-related injunction, the 2013 Staffing Agreement requires the applicable nursing facility operators to provide a minimum of 3.2 nursing hours per patient day as required by applicable California regulation and to adhere to related regulatory requirements, as well as to submit to periodic compliance audits of the same. Unlike the former staffing-related injunction, however, the 2013 Staffing Agreement does not provide for early termination based on demonstrated compliance and does not contain a minimum spend requirement. To date the 2013 Staffing Agreement has not, and the Company does not believe it will, require the Company or its affected affiliates to incur any material staffing or other costs beyond what they would otherwise incur in the ordinary course of business. | ||||||||||||||||||||||||||||||||
Creekside Hospice Investigation | ||||||||||||||||||||||||||||||||
On August 2, 2013, the United States Attorney for the District of Nevada indicated that its Civil Division is investigating the Company, as well as its subsidiary, Creekside Hospice II, LLC, for possible violations of federal and state healthcare fraud and abuse laws and regulations. These laws could include the federal False Claims Act ("FCA") and the Nevada False Claims Act ("NFCA"). The FCA provides for civil and administrative fines and penalties, including civil fines ranging from $5,500 to $11,000 per claim plus treble damages. The NFCA provides for similar fines and penalties, including treble damages. Violations of these federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. Any damages, fines, penalties, other sanctions and costs that we may incur as a result of any state or federal FCA suit could be significant and could have a material and adverse effect on our results of operations and financial condition. At this time, we cannot predict what effect, if any, the investigation or any potential claims arising under the FCA, the NFCA, or other statutes or regulations, could have on the Company. | ||||||||||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||||||||
The Company maintains insurance for workers' compensation, general and professional liability, employee benefits liability, property, casualty, directors’ and officers’ liability, inland marine, crime, boiler and machinery, automobile, employment practices liability and earthquake and flood. The Company believes that its insurance programs are adequate and appropriate, and where there has been a direct transfer of risk to the insurance carrier, the Company does not recognize a liability in the consolidated financial statements. | ||||||||||||||||||||||||||||||||
Workers' Compensation. The Company has maintained workers' compensation insurance as statutorily required. Most of its commercial workers' compensation insurance purchased is loss sensitive in nature, except as noted below. As a result, the Company is responsible for adverse loss development. Additionally, the Company self-insures the first unaggregated $1.0 million per workers' compensation claim for all California, New Mexico and Nevada skilled nursing and assisted living businesses. The Company has elected not to carry workers' compensation insurance in Texas and it may be liable for negligence claims that are asserted against it by its Texas-based employees. For the policy periods up to December 31, 2011, the Company has purchased guaranteed cost policies for its Kansas, Missouri, Iowa and Nebraska skilled nursing and assisted living businesses, as well as all of its hospice and home health businesses. There are no deductibles associated with these programs. For calendar year 2012 and 2013, the Company self-insured the first $0.5 million for these businesses. The Company recognizes a liability in its interim financial statements for its estimated self-insured workers' compensation risks. Historically, estimated liabilities have been sufficient to cover actual claims. Effective January 1, 2014 the Company self-insures its workers compensation for all its business operations other than those based in Texas through its wholly-owned offshore captive insurance company, Fountain View Reinsurance, Ltd., for claims up to $1.0 million. | ||||||||||||||||||||||||||||||||
General and Professional Liability. The Company's services subject it to certain liability risks. Malpractice and similar claims may be asserted against the Company if its services are alleged to have resulted in patient injury or other adverse effects. The Company is subject to malpractice and similar claims and other litigation in the ordinary course of business. | ||||||||||||||||||||||||||||||||
Effective September 1, 2008, the Company's California-based skilled nursing facility companies purchased individual general and professional liability insurance policies for claims reported through August 31, 2011, with a per occurrence and annual aggregate coverage limit of $1.0 million and $3.0 million, respectively, and an unaggregated $0.1 million per claim self-insured retention. Effective September 1, 2008, the Company also had an excess liability policy for claims reported through August 31, 2011, with a $14.0 million per loss limit and an $18.0 million annual aggregate limit for losses arising from claims in excess of $1.1 million for the California skilled nursing facilities and in excess of $1.0 million for all other businesses. | ||||||||||||||||||||||||||||||||
Effective September 1, 2011, the Company purchased excess liability policies with $25.0 million per loss and annual aggregate limits for claims in excess of $1.0 million per loss for all businesses. This program was modified effective September 1, 2013 such that the Company retains a 10% quota-share risk on this coverage up to the first $15.0 million. Effective September 1, 2011, the Company also self-insures professional liability claims at its California based SNF subsidiaries through its wholly-owned offshore captive insurance company, Fountain View Reinsurance, Ltd., for claims up to $1.0 million. Effective September 1, 2012, the Company self-insures professional liability claims for all of its SNF and ALF subsidiaries through its wholly-owned off shore captive company for claims up to $1.0 million. | ||||||||||||||||||||||||||||||||
The Company retains an unaggregated self-insured retention of $1.0 million per claim for all of its businesses other than its hospice and home health businesses, which are insured under a separate general and professional liability insurance policy with a $1.0 million per loss limit and a $3.0 million aggregate loss limit. The excess liability policy referenced above is also applicable to this policy. | ||||||||||||||||||||||||||||||||
Employee Medical Insurance. Medical preferred provider option programs are offered as a component of the Company's employee benefits. The Company retains a self-insured amount up to a contractual stop loss amount of $0.25 million deductible for its preferred provider organization plan. All other employee medical plans are guaranteed cost plans. | ||||||||||||||||||||||||||||||||
A summary of the liabilities related to insurance risks are as follows (dollars in thousands): | ||||||||||||||||||||||||||||||||
As of March 31, 2014: | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,970 | (1) | $ | 3,388 | (2) | $ | 3,614 | (2) | $ | 14,972 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 14,408 | — | 16,619 | 31,027 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 22,378 | $ | 3,388 | $ | 20,233 | $ | 45,999 | $ | 20,990 | $ | 2,446 | $ | 19,950 | $ | 43,386 | |||||||||||||||||
-1 | Included in accounts payable and accrued liabilities. | |||||||||||||||||||||||||||||||
-2 | Included in employee compensation and benefits. | |||||||||||||||||||||||||||||||
Hallmark Indemnification | ||||||||||||||||||||||||||||||||
Hallmark, the Company's rehabilitation services subsidiary, provides physical, occupational and speech therapy services to various unaffiliated skilled nursing facilities. These unaffiliated skilled nursing facilities are reimbursed for these services from the Medicare Program and other third-party payors. Hallmark has indemnified these unaffiliated skilled nursing facilities from a portion of certain disallowances of these services. Additionally, to the extent a Recovery Auditor ("RA") or other regulatory authority or contractor is successful in making a claim for recoupment of revenue from any of these skilled nursing facilities, Hallmark will typically be required to indemnify them against their charges associated with this loss. No material indemnification payments were required to be made in the three months ended March 31, 2014 or 2013. | ||||||||||||||||||||||||||||||||
Financial Guarantees | ||||||||||||||||||||||||||||||||
Substantially of all Skilled's wholly-owned subsidiaries guarantee the Company's first lien senior secured credit facility, excluding the subsidiaries that are pledged as collateral for the ten mortgage loans insured by the U.S. Department of Housing and Urban Development Program ("HUD") and the ten facilities pledged to MidCap Financial as collateral for the MidCap Financial credit facility. These loans are discussed in Note 11, Debt, below. The aforementioned guarantees are full and unconditional and joint and several. Other subsidiaries of Skilled that are not guarantors are considered minor. | ||||||||||||||||||||||||||||||||
Purchase Commitment | ||||||||||||||||||||||||||||||||
As of March 31, 2014, the Company had no outstanding purchase commitments, except as noted under Leases above. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Shareholders' Equity | ' | ||||||||||||
Stockholders' Equity | |||||||||||||
Accumulated Other Comprehensive Income | |||||||||||||
Accumulated other comprehensive income refers to gains and losses that are recorded as an element of stockholders' equity but are excluded from net income. The Company's other comprehensive income consists of net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges and gains and losses from investments available for sale. Details of other comprehensive income are included in the accompanying condensed consolidated Statements of Comprehensive Income. | |||||||||||||
2007 Incentive Award Plan | |||||||||||||
During the year ended March 31, 2014, the following restricted stock awards, restricted stock units and performance stock awards occurred under the Company’s existing plans (number of shares in thousands): | |||||||||||||
Number of | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Non-vested balance at January 1, 2014 | 2,256 | $ | 6.42 | ||||||||||
Granted | 463 | 4.62 | |||||||||||
Vested | (318 | ) | 4.48 | ||||||||||
Forfeited | (512 | ) | 5.39 | ||||||||||
Non-vested balance at March 31, 2014 | 1,889 | $ | 6.58 | ||||||||||
As of March 31, 2014, there was approximately $4.1 million of total unrecognized compensation costs related to restricted stock awards, restricted stock units and performance stock awards . These costs have a weighted-average remaining recognition period of 2.25 years as of March 31, 2014 . The total fair value of shares vested during the period ended March 31, 2014 was $1.4 million. | |||||||||||||
There were no new stock options granted in the three months ended March 31, 2014 and 2013. | |||||||||||||
There were no options exercised during three months ended March 31, 2014 or 2013. As of March 31, 2014, there was $0.1 million of unrecognized compensation cost related to outstanding stock options, net of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 1.46 years. To the extent the forfeiture rate is different than the Company has anticipated, stock-based compensation related to these awards will be different from the Company's expectations. | |||||||||||||
The following table summarizes stock option activity during the three months ended March 31, 2014 under the Skilled Healthcare Group, Inc. Amended and Restated 2007 Incentive Award Plan: | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Term | |||||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2014 | 794,645 | $ | 8.54 | ||||||||||
Granted | — | $ | — | ||||||||||
Exercised | — | $ | — | ||||||||||
Forfeited or cancelled | (57,842 | ) | $ | 8.7 | |||||||||
Outstanding at March 31, 2014 | 736,803 | $ | 8.53 | 3.58 | $ | — | |||||||
Fully vested and expected to vest at March 31, 2014 | 735,036 | $ | 8.53 | 3.57 | $ | — | |||||||
Exercisable at March 31, 2014 | 704,798 | $ | 8.56 | 3.41 | $ | — | |||||||
Aggregate intrinsic value represents the value of Skilled's closing stock price on the New York Stock Exchange on the last trading day of the fiscal period in excess of the exercise price, multiplied by the number of options outstanding or exercisable. | |||||||||||||
Compensation related to stock option grants and stock awards included in general and administrative expenses was less than $0.1 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively. The amount of compensation included in cost of services was $0.6 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||
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 prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; 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 valuation of the Company’s marketable securities and contingent consideration as of March 31, 2014 (dollars in thousands) and December 31, 2013: | ||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | 6,081 | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 1,450 | $ | — | $ | — | $ | 1,736 | ||||||||||||
The Company's wholly-owned offshore captive insurance company is required by regulatory agencies to set aside assets to comply with the laws of the jurisdiction in which it operates. These assets consist of restricted cash and available for sale securities, which are included in other assets in the Company's consolidated March 31, 2014 condensed balance sheet. The Company's available for sale securities are U.S. government securities with an amortized cost basis and aggregate fair value of $6.1 million and $1.0 million as of March 31, 2014 and December 31, 2013, respectively. Net unrealized (loss) gain included in other comprehensive income on the Company's available for sale securities was negligible for the three months ended March 31, 2014 and 2013. | ||||||||||||||||||||||||
On July 1, 2011, a wholly-owned subsidiary of the Company acquired Altura Homecare & Rehab ("Altura"). The acquisition included contingent earn-out consideration which can be earned based on the acquired business's achievement of an EBITDA threshold. The contingent consideration is up to $1.5 million over a period of 3 years following the closing. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The fair value of the earn-out at December 31, 2013 was $0.5 million and at March 31, 2014 was $0.5 million. | ||||||||||||||||||||||||
On October 24, 2011, wholly-owned subsidiaries of the Company acquired substantially all of the assets of Cornerstone Hospice, Inc. ("Cornerstone"). The acquisition included contingent earn-out consideration which can be earned based on the acquired business's achievement of an EBITDA threshold. The contingent consideration is up to $1.5 million over a period of 5 years following the closing. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The fair value of the earn-out at December 31, 2013 was $1.1 million and at March 31, 2014 was $0.8 million which reflects payments of $0.3 million to the seller and a fair value adjustment of less than $0.1 million. | ||||||||||||||||||||||||
On May 13, 2012, a wholly-owned subsidiary of the Company acquired substantially all of the assets of A Better Care Home Health, Inc. ("ABC"). The acquisition included contingent earn-out consideration which can be earned based on the acquired operations' achievement of an EBITDA threshold. The contingent consideration spans 3 years following the closing. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The fair value of the earn-out at March 31, 2014 and December 31, 2013 was $0.1 million. | ||||||||||||||||||||||||
As discussed above, EBITDA is the basis for calculating the contingent consideration. The unobservable inputs to the determination of the fair value of the contingent consideration include assumptions as to the ability of the acquired businesses to meet their EBITDA targets and discount rates used in the calculation. Should the actual EBITDA generated by the acquired businesses increase or decrease as compared to our assumptions, the fair value of the contingent consideration obligations would increase or decrease, up to the contracted limit, as applicable. As the timing of contingent payments go further into the future, discount rate assumptions increase due to the increased uncertainty of the EBITDA that may be generated in those periods. | ||||||||||||||||||||||||
The Company's assumptions range from the acquired businesses achieving none, a portion, or all of the consideration, and discount rates range from 2%- 5%. | ||||||||||||||||||||||||
Below is a table listing the Level 3 rollforward as of March 31, 2014 (in thousands): | ||||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | 14 | |||||||||||||||||||||||
Payout | (300 | ) | ||||||||||||||||||||||
Value at March 31, 2014 | $ | 1,450 | ||||||||||||||||||||||
Long Term Debt | ||||||||||||||||||||||||
At March 31, 2014 and December 31, 2013, the aggregate fair value of the Company's term loan due 2016, the revolving credit facility due 2015, the HUD insured loans due in 2043 and 2048, the mortgage term loan due 2016, and the asset based revolving credit facility due 2016, using Level 2 inputs, approximated the carrying value. The carrying value of the debt was approximately $419.2 million and $419.1 million at March 31, 2014 and December 31, 2013 respectively. Fair value was estimated based on current yield rates plus the Company's estimated credit spread available for loan products with similar terms and maturities. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
The Company’s long-term debt is summarized as follows (dollars in thousands): | ||||||||
As of March 31, 2014 | As of December 31, 2013 | |||||||
Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at March 31, 2014 and December 31, 2013; collateralized by substantially all assets of the Company excluding the skilled nursing facilities that collateralize the HUD insured mortgage loans and the skilled nursing facilities that collateralize the MidCap Financial credit facility | $ | 243,953 | $ | 243,953 | ||||
Term Loan original issue discount | (1,113 | ) | (1,254 | ) | ||||
Revolving Credit Facility due April 9, 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at March 31, 2014 and December 31, 2013 | 6,500 | 11,000 | ||||||
Revolving Credit Facility due April 9, 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at March 31, 2014 and December 31, 2013 | 12,000 | 7,057 | ||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | 86,993 | 87,314 | ||||||
Term Loan, due April 9, 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at March 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 61,758 | 62,000 | ||||||
Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | 5,000 | 5,000 | ||||||
Note payable due December 2018, interest rate fixed at 6.50%, payable in monthly installments, collateralized by a first priority deed of trust | 917 | 959 | ||||||
Insurance premiums financed | 3,134 | 2,990 | ||||||
Other | 106 | 106 | ||||||
Total long-term debt | 419,248 | 419,125 | ||||||
Less amounts due within one year | (10,172 | ) | (7,630 | ) | ||||
Long-term debt, less current portion | $ | 409,076 | $ | 411,495 | ||||
Term Loan and Revolving Loan | ||||||||
On April 9, 2010, the Company entered into an up to $360.0 million senior secured term loan and a $100.0 million revolving credit facility (the "Prior Credit Agreement") that amended and restated the senior secured term loan and revolving credit facility that were set to mature in June 2012. On April 12, 2012, the Company entered into an Amendment and Restatement and Additional Term Loan Assumption Agreement (“Restated Credit Agreement”) that amended and restated the Prior Credit Agreement and pursuant to which, among other things, the size of the Company's existing senior secured term loan was increased by $100.0 million (hereinafter referred to as the incremental senior secured term loan). On June 6, 2013, the Company entered into an amendment to the Restated Credit Agreement that increased the maximum leverage ratio by 0.50 throughout the life of the Restated Credit Agreement. The amendment additionally permits the Company to make future offers to the lenders under the revolving loan facility to extend the maturity date of all or a portion of the revolving loans. The credit arrangements provided under the Restated Credit Agreement are collectively referred to herein as the Company's senior secured credit facility. | ||||||||
The Company expensed fees paid in connection with the refinancing of the Prior Credit Agreement in the amount of $2.0 million in conjunction with the amended senior secured credit facility. In connection with the June 6, 2013 modification, the Company paid fees totaling $2.5 million, of which $1.1 million were recorded as debt modification costs in the consolidated statement of operations, and $1.4 million were recorded as other assets in the consolidated balance sheet. Substantially all of the Company's assets are pledged as collateral under the senior secured credit facility. Amounts borrowed under the senior secured term loan may be prepaid at any time without penalty, except for LIBOR breakage costs. Commitments under the revolving credit facility terminate on April 9, 2015. The senior secured term loan matures on April 9, 2016. | ||||||||
The incremental senior secured term loan bears interest, at our option, at the London Interbank Offered Rate ("LIBOR") (subject to a floor of 1.50%) plus a margin of 5.25% or the prime rate (subject to a floor of 2.50%) plus a margin of 4.25%. As part of the refinancing, the interest rate on the existing senior secured term loan was amended to match the interest rate of the incremental senior secured term loan. The interest rate on the existing revolving credit facility was also amended to be, at the Company's option, LIBOR plus a margin of between 4.25% and 4.50% (based upon consolidated senior leverage) or the prime rate plus a margin of between 3.25% and 3.50% (based upon consolidated senior leverage). There is no longer a LIBOR or prime rate floor with respect to the revolving credit facility. Pursuant to the Restated Credit Agreement, the quarterly term loan amortization payments increased to $2.6 million beginning June 30, 2012 compared to $0.9 million under the Prior Credit Agreement. Additionally, the maximum portion of the annual Consolidated Excess Cash Flow (as defined in the Restated Credit Agreement) to be applied to term debt reductions increased to 75% from 50%, subject to stepdowns to 50% and 25% based on consolidated leverage. The Company also increased its ability to refinance a portion of its credit facility with U.S. Department of Housing and Urban Development ("HUD") insured debt up to $250 million, subject to certain credit facility covenants. Any HUD insured borrowings beyond $250 million would necessitate either refinancing the senior secured credit facility in full or otherwise seeking a waiver or amendment from the senior secured lenders. | ||||||||
The Company has the right to increase its borrowings under the revolving credit facility up to an aggregate amount of $150 million provided that the Company is in compliance with the Restated Credit Agreement, that the additional debt would not cause any covenant violation of the Restated Credit Agreement, and that existing or new lenders within the Restated Credit Agreement agree to increase their commitments. To reduce the risk related to interest rate fluctuations, the Prior Credit Agreement required the Company to enter into, and the Restated Credit Agreement required us to continue to maintain, an interest rate swap, cap or similar agreement to effectively fix or cap the interest rate on 40% of its funded long-term debt for a three year period within three months of the April 2010 commencement of the senior secured credit facility. | ||||||||
Under the senior secured credit facility, the Company must maintain compliance with specified financial covenants measured on a quarterly basis. The senior secured credit facility also includes certain additional affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, liens, investments in other businesses and capital expenditures. Also under the senior secured credit facility, subject to certain exceptions and minimum thresholds, the Company is required to apply all of the proceeds from any issuance of debt, as much as half of the proceeds from any issuance of equity, as much as 75% of the Company's annual Consolidated Excess Cash Flow (as defined in the Restated Credit Agreement), and amounts received in connection with any sale of the Company's assets to repay the outstanding amounts under the Restated Credit Agreement. The Company believes that it is in compliance with its debt covenants as of March 31, 2014. As of March 31, 2014, the fixed charge coverage ratio was 2.1, which compares to a minimum requirement of 2.0 and the leverage ratio was 4.8, as compared to an allowed maximum of 5.0. | ||||||||
HUD Insured Loans and Other Mortgage Loans | ||||||||
In 2013, we received funding of 10 loans insured by HUD. The loans have a combined aggregate original principal balance of $87.6 million and are secured by 10 skilled nursing facilities. The HUD insured loans have an average all in interest rate of approximately 5.3% and amortization term 30 to 35 years. As of March 31, 2014 the HUD insured loans have a combined aggregate principal balance of $87.0 million. | ||||||||
Accordingly, as of March 31, 2014, the Company has 10 mortgages insured by HUD, which are each secured by a skilled nursing facility. These mortgages have an average remaining term of 33 years with fixed interest rates ranging from 3.4% to 4.6% and a weighted average interest rate of 4.23%. Depending on the mortgage agreement, prepayments are generally allowed only after 12 months from the inception of the mortgage. Prepayments are subject to a penalty of 10% of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1% until no penalty is required. As all $87.6 million of the HUD insured mortgage loans were originated in 2013, none of the loans could be prepaid at March 31, 2014. Any further HUD insured mortgages will require additional HUD approval. | ||||||||
All HUD-insured mortgages are non-recourse loans to the Company. All mortgages are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of March 31, 2014, the Company has escrow reserve funds of $2.1 million with the loan servicer that are reported within other current assets, and replacement reserve funds of $2.6 million in other assets. The net proceeds of the HUD insured loans were required to be used to pay down term debt under the Restated Credit Agreement. In 2013, $87.6 million of HUD insured loan proceeds were used to pay down term debt. | ||||||||
As of March 31, 2014 the Company has 10 additional skilled nursing facilities securing a $61.8 million mortgage loan and a $5.0 million asset based revolving credit facility with MidCap Financial. Both loans have an interest rate of LIBOR plus a margin of 5.95% with a LIBOR floor of 0.75%. The mortgage loan amortizes over 25 years with the remaining principal due December 1, 2016. There are additional quarterly principal payments of $0.3 million beginning after six months, $0.4 million in year two and $0.5 million in year three. The mortgage loan has a debt service coverage ratio and a minimum debt coverage ratio, both of which were met at March 31, 2014. The asset based revolving credit facility is secured by the accounts receivable of the 10 skilled nursing facilities. In 2013, $65.0 million of mortgage loan and asset based revolving credit facility proceeds were used to pay down term debt. |
Investment_in_Joint_Venture
Investment in Joint Venture | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||
Investment in Joint Venture | ' | ||||||||
Investment in Joint Venture | |||||||||
Since 1996, the Company had a 50% equity interest in APS - Summit Care Pharmacy, LLC, or APS - Summit Care, which is a company that serves the pharmaceutical needs of a limited number of the Company's affiliated Texas operations, as well as a number of other unaffiliated customers. The remaining 50% equity interest in APS - Summit Care is owned by an unaffiliated third party. APS - Summit Care operates a pharmacy in Austin, Texas, through which the Company's affiliated operations pay market value for prescription drugs and receives a 50% share of the net income related to the joint venture. The Company’s investment balance at March 31, 2014 and 2013 of $6.9 million and $5.5 million, respectively, is included in other assets in the accompanying condensed consolidated balance sheets. The following tables provide summarized information from the balance sheet and statement of earnings for APS - Summit Care as of March 31, 2014: | |||||||||
Statement of Earnings | |||||||||
(In thousands) | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Sales, Net | $ | 2,691 | $ | 2,674 | |||||
Gross Profit | 966 | 965 | |||||||
Net Income | $ | 727 | $ | 666 | |||||
Balance Sheet | |||||||||
(In thousands) | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Current Assets | $ | 2,628 | $ | 3,518 | |||||
Non-Current Assets | 1,055 | 1,078 | |||||||
Current Liabilities | 116 | 96 | |||||||
Non-Current Liabilities | $ | — | $ | — | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 (collectively, the "Interim Financial Statements"), are unaudited. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted, as permitted under applicable U.S. Securities and Exchange Commission rules and regulations. Readers of the Interim Financial Statements should refer to the Company's audited consolidated financial statements and notes thereto (as updated by Note 3, "Summary of Significant Accounting Policies," in this filing), for the year ended December 31, 2013, which are included in the Company's 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"). Management believes that the Interim Financial Statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company's financial information in all material respects as of the dates and for the periods presented. The results of operations presented in the Interim Financial Statements are not necessarily indicative of operations to be expected for the entire year or any other period. | |
The accompanying Interim Financial Statements include the accounts of Skilled and its consolidated wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. | |
Estimates and Assumptions | ' |
Estimates and Assumptions | |
The interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which require the Company to consolidate company financial information and make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates in the Company’s interim financial statements relate to revenue, allowance for doubtful accounts, self-insured liability risks, income taxes, and valuation of contingent consideration. | |
Revenue and Accounts Receivable | ' |
Revenue and Accounts Receivables | |
Revenue and accounts receivable are recorded on an accrual basis as services are performed at their estimated net realizable value. The Company derives a majority of its revenue from funds under federal Medicare and state Medicaid assistance programs, the continuation of which are dependent upon governmental policies and are subject to audit risk and potential recoupment. | |
Overall payments made by Medicare for hospice services are subject to an annual cap amount on a per hospice agency basis. Total Medicare payments received for services rendered during the applicable Medicare hospice cap year by each Medicare-certified agency during this period are compared to the cap amount for the relevant period. Payments in excess of the cap are subject to recoupment by Medicare. | |
Notes Receivable | ' |
The notes receivable balance is stated net of an allowance for uncollectibility. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncement | |
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, ("ASU 2014-08"). This ASU require an entity to report disposed components or components held-for-sale in discontinued operations if such components represents a strategic shift that have or will have a significant effect on operations and financial results. Additionally, expanded disclosure about discontinued operations and disposals of significant components that do not qualify for discontinued operations presentation will be required. The adoption of ASU 2014-08 is effective prospectively for disposals that occur within annual period beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact to the consolidated financial statements. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Summary of Discontinued Operations | ' | |||||||
A summary of the discontinued operations for the periods presented is as follows (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net operating revenues | $ | — | $ | 3,817 | ||||
Operating expenses | — | 4,248 | ||||||
Loss from discontinued operations | — | (431 | ) | |||||
Income tax benefit | — | (167 | ) | |||||
Loss from discontinued operations | — | (264 | ) | |||||
Income_Per_Share_Tables
Income Per Share (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||||||||||
The following table sets forth the computation of basic and diluted net income per share of Class A common stock and Class B common stock for the three months ended March 31, 2014 and 2013 (amounts in thousands, except per share data): | ||||||||||||||||||||||||
Three months ended March 31, 2014 | Three months ended March 31, 2013 | |||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | |||||||||||||||||||
Net Income per share, basic | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of income from continuing operations | $ | 766 | $ | 529 | $ | 1,295 | $ | 1,951 | $ | 1,383 | $ | 3,334 | ||||||||||||
Allocation of loss from discontinued operations | — | — | — | (155 | ) | (109 | ) | (264 | ) | |||||||||||||||
Allocation of net income | $ | 766 | $ | 529 | $ | 1,295 | $ | 1,796 | $ | 1,274 | $ | 3,070 | ||||||||||||
Net Income per share, diluted | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of income from continuing operations | $ | 769 | $ | 526 | $ | 1,295 | $ | 1,969 | $ | 1,365 | $ | 3,334 | ||||||||||||
Allocation of loss from discontinued operations | — | — | — | (156 | ) | (108 | ) | (264 | ) | |||||||||||||||
Allocation of income | $ | 769 | $ | 526 | $ | 1,295 | $ | 1,813 | $ | 1,257 | $ | 3,070 | ||||||||||||
Denominator for basic and diluted income per share: | ||||||||||||||||||||||||
Weighted average common shares outstanding, basic | 22,457 | 15,515 | 37,972 | 21,981 | 15,576 | 37,557 | ||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 230 | — | 230 | 477 | — | 477 | ||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,687 | 15,515 | 38,202 | 22,458 | 15,576 | 38,034 | ||||||||||||||||||
Earnings per share, basic: | ||||||||||||||||||||||||
Earnings per common share from continuing operations | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||
Loss per share from discontinued operations | — | — | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||||||||
Earnings per share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||||||||
Earnings per share, diluted: | ||||||||||||||||||||||||
Earnings per common share from continuing operations | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||
Loss per share from discontinued operations | — | — | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||||||||
Earnings per share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||||||||||||||||||
The following were excluded from the weighted-average diluted shares computation for the three months ended March 31, 2014 and 2013, as their inclusion would have been anti-dilutive (shares in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Options to purchase common shares | 690 | 584 | ||||||||||||||||||||||
Non-vested common shares | 253 | 4 | ||||||||||||||||||||||
Total excluded | 943 | 588 | ||||||||||||||||||||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Three months ended March 31, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 160,586 | $ | 23,066 | $ | 22,861 | $ | — | $ | — | $ | 206,513 | ||||||||||||
Leased facility revenue | 787 | — | — | — | — | 787 | ||||||||||||||||||
Intersegment revenue | 451 | 13,836 | — | — | (14,287 | ) | — | |||||||||||||||||
Total revenue | $ | 161,824 | $ | 36,902 | $ | 22,861 | $ | — | $ | (14,287 | ) | $ | 207,300 | |||||||||||
Operating income (loss) | $ | 10,972 | $ | 3,307 | $ | 1,982 | $ | (6,227 | ) | $ | — | $ | 10,034 | |||||||||||
Interest expense, net of interest income | (7,996 | ) | ||||||||||||||||||||||
Other income | 52 | |||||||||||||||||||||||
Equity in earnings of joint venture | 546 | |||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 2,636 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,541 | $ | 168 | $ | 234 | $ | 142 | $ | — | $ | 6,085 | ||||||||||||
Segment capital expenditures | $ | 2,838 | $ | 36 | $ | 53 | $ | 623 | $ | — | $ | 3,550 | ||||||||||||
Adjusted EBITDA | $ | 17,130 | $ | 3,474 | $ | 2,402 | $ | (5,154 | ) | $ | — | $ | 17,852 | |||||||||||
Adjusted EBITDAR | $ | 21,439 | $ | 3,474 | $ | 2,867 | $ | (5,154 | ) | $ | — | $ | 22,626 | |||||||||||
Three months ended March 31, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 161,130 | $ | 27,074 | $ | 26,094 | $ | — | $ | — | $ | 214,298 | ||||||||||||
Leased facility revenue | 761 | — | — | — | — | 761 | ||||||||||||||||||
Intersegment revenue | 508 | 15,205 | — | — | (15,713 | ) | — | |||||||||||||||||
Total revenue | $ | 162,399 | $ | 42,279 | $ | 26,094 | $ | — | $ | (15,713 | ) | $ | 215,059 | |||||||||||
Operating income (loss) | $ | 12,681 | $ | 2,954 | $ | 2,703 | $ | (6,655 | ) | $ | — | $ | 11,683 | |||||||||||
Interest expense, net of interest income | (8,563 | ) | ||||||||||||||||||||||
Other expense | (30 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 489 | |||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 3,579 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,373 | $ | 177 | $ | 156 | $ | 192 | $ | — | $ | 5,898 | ||||||||||||
Segment capital expenditures | $ | 2,197 | $ | 23 | $ | 130 | $ | 51 | $ | — | $ | 2,401 | ||||||||||||
Adjusted EBITDA | $ | 18,752 | $ | 3,131 | $ | 3,200 | $ | (6,025 | ) | $ | — | $ | 19,058 | |||||||||||
Adjusted EBITDAR | $ | 22,961 | $ | 3,131 | $ | 3,652 | $ | (6,017 | ) | $ | — | $ | 23,727 | |||||||||||
Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net Income | ' | |||||||||||||||||||||||
A reconciliation of Adjusted EBITDA and Adjusted EBITDAR to net income is as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Adjusted EBITDAR | $ | 22,626 | $ | 23,727 | ||||||||||||||||||||
Rent cost of revenue | (4,774 | ) | (4,669 | ) | ||||||||||||||||||||
Adjusted EBITDA | 17,852 | 19,058 | ||||||||||||||||||||||
Depreciation and amortization | (6,085 | ) | (5,898 | ) | ||||||||||||||||||||
Interest expense | (8,039 | ) | (8,675 | ) | ||||||||||||||||||||
Interest income | 43 | 112 | ||||||||||||||||||||||
Change in fair value of contingent consideration | (14 | ) | (83 | ) | ||||||||||||||||||||
Organization restructure costs | (440 | ) | — | |||||||||||||||||||||
Exit costs related to divested facilities | (367 | ) | — | |||||||||||||||||||||
Legal expense for non-routine matters | (314 | ) | (935 | ) | ||||||||||||||||||||
Discontinued operations, net of taxes | — | (264 | ) | |||||||||||||||||||||
Provision for income taxes | (1,341 | ) | (245 | ) | ||||||||||||||||||||
Net income | $ | 1,295 | $ | 3,070 | ||||||||||||||||||||
Schedule of Total Assets, Goodwill, and Intangibles, by Segment | ' | |||||||||||||||||||||||
The following table presents the segment assets as of March 31, 2014 compared to December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||
Care Services | ||||||||||||||||||||||||
March 31, 2014: | ||||||||||||||||||||||||
Segment total assets | $ | 449,176 | $ | 47,757 | $ | 79,434 | $ | 68,447 | $ | 644,814 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,235 | $ | 23,693 | $ | 62,865 | $ | — | $ | 87,793 | ||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Segment total assets | $ | 445,987 | $ | 48,251 | $ | 80,290 | $ | 68,888 | $ | 643,416 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,300 | $ | 23,693 | $ | 62,879 | $ | — | $ | 87,872 | ||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property and equipment consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Land and land improvements | $ | 62,370 | $ | 62,370 | ||||
Buildings and leasehold improvements | 322,267 | 320,923 | ||||||
Furniture and equipment | 88,866 | 87,392 | ||||||
Construction in progress | 9,353 | 8,621 | ||||||
482,856 | 479,306 | |||||||
Less accumulated depreciation | (143,366 | ) | (137,484 | ) | ||||
$ | 339,490 | $ | 341,822 | |||||
Leased Facility Assets | ' | |||||||
Leased facility assets consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,555 | ) | (4,432 | ) | ||||
$ | 9,293 | $ | 9,416 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Liabilities Related to Insurance Risks | ' | |||||||||||||||||||||||||||||||
A summary of the liabilities related to insurance risks are as follows (dollars in thousands): | ||||||||||||||||||||||||||||||||
As of March 31, 2014: | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,970 | (1) | $ | 3,388 | (2) | $ | 3,614 | (2) | $ | 14,972 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 14,408 | — | 16,619 | 31,027 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 22,378 | $ | 3,388 | $ | 20,233 | $ | 45,999 | $ | 20,990 | $ | 2,446 | $ | 19,950 | $ | 43,386 | |||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Share-based Compensation, Restricted Stock Activity | ' | ||||||||||||
During the year ended March 31, 2014, the following restricted stock awards, restricted stock units and performance stock awards occurred under the Company’s existing plans (number of shares in thousands): | |||||||||||||
Number of | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Non-vested balance at January 1, 2014 | 2,256 | $ | 6.42 | ||||||||||
Granted | 463 | 4.62 | |||||||||||
Vested | (318 | ) | 4.48 | ||||||||||
Forfeited | (512 | ) | 5.39 | ||||||||||
Non-vested balance at March 31, 2014 | 1,889 | $ | 6.58 | ||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||||||
The following table summarizes stock option activity during the three months ended March 31, 2014 under the Skilled Healthcare Group, Inc. Amended and Restated 2007 Incentive Award Plan: | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Term | |||||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2014 | 794,645 | $ | 8.54 | ||||||||||
Granted | — | $ | — | ||||||||||
Exercised | — | $ | — | ||||||||||
Forfeited or cancelled | (57,842 | ) | $ | 8.7 | |||||||||
Outstanding at March 31, 2014 | 736,803 | $ | 8.53 | 3.58 | $ | — | |||||||
Fully vested and expected to vest at March 31, 2014 | 735,036 | $ | 8.53 | 3.57 | $ | — | |||||||
Exercisable at March 31, 2014 | 704,798 | $ | 8.56 | 3.41 | $ | — | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring | ' | |||||||||||||||||||||||
The following table summarizes the valuation of the Company’s marketable securities and contingent consideration as of March 31, 2014 (dollars in thousands) and December 31, 2013: | ||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | 6,081 | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 1,450 | $ | — | $ | — | $ | 1,736 | ||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||||||||||
Below is a table listing the Level 3 rollforward as of March 31, 2014 (in thousands): | ||||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | 14 | |||||||||||||||||||||||
Payout | (300 | ) | ||||||||||||||||||||||
Value at March 31, 2014 | $ | 1,450 | ||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
The Company’s long-term debt is summarized as follows (dollars in thousands): | ||||||||
As of March 31, 2014 | As of December 31, 2013 | |||||||
Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at March 31, 2014 and December 31, 2013; collateralized by substantially all assets of the Company excluding the skilled nursing facilities that collateralize the HUD insured mortgage loans and the skilled nursing facilities that collateralize the MidCap Financial credit facility | $ | 243,953 | $ | 243,953 | ||||
Term Loan original issue discount | (1,113 | ) | (1,254 | ) | ||||
Revolving Credit Facility due April 9, 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at March 31, 2014 and December 31, 2013 | 6,500 | 11,000 | ||||||
Revolving Credit Facility due April 9, 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at March 31, 2014 and December 31, 2013 | 12,000 | 7,057 | ||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | 86,993 | 87,314 | ||||||
Term Loan, due April 9, 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at March 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 61,758 | 62,000 | ||||||
Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | 5,000 | 5,000 | ||||||
Note payable due December 2018, interest rate fixed at 6.50%, payable in monthly installments, collateralized by a first priority deed of trust | 917 | 959 | ||||||
Insurance premiums financed | 3,134 | 2,990 | ||||||
Other | 106 | 106 | ||||||
Total long-term debt | 419,248 | 419,125 | ||||||
Less amounts due within one year | (10,172 | ) | (7,630 | ) | ||||
Long-term debt, less current portion | $ | 409,076 | $ | 411,495 | ||||
Investment_in_Joint_Venture_Ta
Investment in Joint Venture (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||
Schedule of summarized financial information for equity method investment | ' | ||||||||
The following tables provide summarized information from the balance sheet and statement of earnings for APS - Summit Care as of March 31, 2014: | |||||||||
Statement of Earnings | |||||||||
(In thousands) | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Sales, Net | $ | 2,691 | $ | 2,674 | |||||
Gross Profit | 966 | 965 | |||||||
Net Income | $ | 727 | $ | 666 | |||||
Balance Sheet | |||||||||
(In thousands) | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Current Assets | $ | 2,628 | $ | 3,518 | |||||
Non-Current Assets | 1,055 | 1,078 | |||||||
Current Liabilities | 116 | 96 | |||||||
Non-Current Liabilities | $ | — | $ | — | |||||
Description_of_Business_Detail
Description of Business (Details) | Mar. 31, 2014 |
facility | |
Facility Count [Line Items] | ' |
Number of skilled nursing facilities | 10 |
Number of leased facility asset | 5 |
Long-Term Care Services | ' |
Facility Count [Line Items] | ' |
Number of skilled nursing facilities | 72 |
Number of assisted living facility | 22 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' |
Net operating revenues | $0 | $3,817 |
Operating expenses | 0 | 4,248 |
Loss from discontinued operations | 0 | -431 |
Income tax benefit | 0 | -167 |
Loss from discontinued operations | $0 | ($264) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Notes Receivable (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Health care organization, revenue cap adjustment | $0 | $1,400,000 | ' | ' | ' |
Revenue cap adjustment relating to 2012 | ' | ' | 1,200,000 | ' | ' |
Revenue cap adjustment relating to 2011 | ' | ' | ' | 200,000 | ' |
Financing receivable, net | 1,500,000 | ' | ' | ' | 2,000,000 |
Financing receivable, net, current | 1,400,000 | ' | ' | ' | 1,500,000 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Accounts receivable converted to notes receivable | 0 | ' | ' | ' | ' |
Financing receivable, allowance for credit losses | 0 | ' | ' | ' | ' |
Therapy Services | Notes Receivable | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Concentration risk, percentage | 100.00% | ' | ' | ' | ' |
Therapy Services | Accounts Receivable | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Concentration risk, percentage | 20.80% | ' | ' | ' | ' |
Accounts receivable, net | 4,200,000 | ' | ' | ' | ' |
Therapy Services | Sales Revenue, Services, Net | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Concentration risk, percentage | 17.90% | ' | ' | ' | ' |
Accounts receivable, net | $4,100,000 | ' | ' | ' | ' |
Income_Per_Share_Details
Income Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net Income per share, basic | ' | ' |
Allocation of income from continuing operations | $1,295 | $3,334 |
Allocation of loss from discontinued operations | 0 | -264 |
Allocation of net income | 1,295 | 3,070 |
Net Income per share, diluted | ' | ' |
Allocation of income from continuing operations | 1,295 | 3,334 |
Allocation of loss from discontinued operations | 0 | -264 |
Allocation of income | 1,295 | 3,070 |
Denominator for basic and diluted income per share: | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 37,972 | 37,557 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 230 | 477 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 38,202 | 38,034 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, basic (usd per share) | $0.03 | $0.08 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, diluted (usd per share) | $0.03 | $0.08 |
Common Class A | ' | ' |
Net Income per share, basic | ' | ' |
Allocation of income from continuing operations | 766 | 1,951 |
Allocation of loss from discontinued operations | 0 | -155 |
Allocation of net income | 766 | 1,796 |
Net Income per share, diluted | ' | ' |
Allocation of income from continuing operations | 769 | 1,969 |
Allocation of loss from discontinued operations | 0 | -156 |
Allocation of income | 769 | 1,813 |
Denominator for basic and diluted income per share: | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 22,457 | 21,981 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 230 | 477 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 22,687 | 22,458 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, basic (usd per share) | $0.03 | $0.08 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, diluted (usd per share) | $0.03 | $0.08 |
Common Class B | ' | ' |
Net Income per share, basic | ' | ' |
Allocation of income from continuing operations | 529 | 1,383 |
Allocation of loss from discontinued operations | 0 | -109 |
Allocation of net income | 529 | 1,274 |
Net Income per share, diluted | ' | ' |
Allocation of income from continuing operations | 526 | 1,365 |
Allocation of loss from discontinued operations | 0 | -108 |
Allocation of income | $526 | $1,257 |
Denominator for basic and diluted income per share: | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 15,515 | 15,576 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 0 | 0 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 15,515 | 15,576 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, basic (usd per share) | $0.03 | $0.08 |
Earnings per common share from continuing operations (usd per share) | $0.03 | $0.09 |
Loss per share from discontinued operations (usd per share) | $0 | ($0.01) |
Income (loss) per share, diluted (usd per share) | $0.03 | $0.08 |
Schedule_of_Antidilutive_Secur
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Options to purchase common shares | 690 | 584 |
Non-vested common shares | 253 | 4 |
Total excluded | 943 | 588 |
Business_Segments_Segment_Info
Business Segments Segment Information (Details) | 3 Months Ended |
Mar. 31, 2014 | |
segment | |
facility | |
Facility Count [Line Items] | ' |
Number of reportable segments | 3 |
Number of skilled nursing facilities | 10 |
Long-Term Care Services | ' |
Facility Count [Line Items] | ' |
Number of skilled nursing facilities | 72 |
Number of assisted living facility | 22 |
Business_Segments_Segment_Repo
Business Segments Segment Reporting (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | $206,513 | $214,298 |
Intersegment revenue | 207,300 | 215,059 |
Interest expense, net of interest income | -7,996 | -8,563 |
Other expense (income) | 52 | -30 |
Equity in earnings of joint venture | 546 | 489 |
Loss before benefit from income taxes | 2,636 | 3,579 |
Depreciation and amortization | 6,085 | 5,898 |
Segment capital expenditures | 3,550 | 2,401 |
Adjusted EBITDA | 17,852 | 19,058 |
Adjusted EBITDAR | 22,626 | 23,727 |
Long-Term Care Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Depreciation and amortization | 5,541 | 5,373 |
Segment capital expenditures | 2,838 | 2,197 |
Adjusted EBITDA | 17,130 | 18,752 |
Adjusted EBITDAR | 21,439 | 22,961 |
Therapy Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Depreciation and amortization | 168 | 177 |
Segment capital expenditures | 36 | 23 |
Adjusted EBITDA | 3,474 | 3,131 |
Adjusted EBITDAR | 3,474 | 3,131 |
Hospice and Home Health Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Depreciation and amortization | 234 | 156 |
Segment capital expenditures | 53 | 130 |
Adjusted EBITDA | 2,402 | 3,200 |
Adjusted EBITDAR | 2,867 | 3,652 |
Other | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Depreciation and amortization | 142 | 192 |
Segment capital expenditures | 623 | 51 |
Adjusted EBITDA | -5,154 | -6,025 |
Adjusted EBITDAR | -5,154 | -6,017 |
Elimination | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Depreciation and amortization | 0 | 0 |
Segment capital expenditures | 0 | 0 |
Adjusted EBITDA | 0 | 0 |
Adjusted EBITDAR | 0 | 0 |
Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 206,513 | 214,298 |
Leased facility revenue | 787 | 761 |
Intersegment revenue | 207,300 | 215,059 |
Operating income (loss) | 10,034 | 11,683 |
Operating Segments | Long-Term Care Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 160,586 | 161,130 |
Leased facility revenue | 787 | 761 |
Intersegment revenue | 161,824 | 162,399 |
Operating income (loss) | 10,972 | 12,681 |
Operating Segments | Therapy Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 23,066 | 27,074 |
Leased facility revenue | 0 | 0 |
Intersegment revenue | 36,902 | 42,279 |
Operating income (loss) | 3,307 | 2,954 |
Operating Segments | Hospice and Home Health Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 22,861 | 26,094 |
Leased facility revenue | 0 | 0 |
Intersegment revenue | 22,861 | 26,094 |
Operating income (loss) | 1,982 | 2,703 |
Operating Segments | Other | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 0 | 0 |
Leased facility revenue | 0 | 0 |
Intersegment revenue | 0 | 0 |
Operating income (loss) | -6,227 | -6,655 |
Operating Segments | Elimination | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net patient service revenue from external customers | 0 | 0 |
Leased facility revenue | 0 | 0 |
Intersegment revenue | -14,287 | -15,713 |
Operating income (loss) | 0 | 0 |
Segment Reconciling Items | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | 0 | 0 |
Segment Reconciling Items | Long-Term Care Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | 451 | 508 |
Segment Reconciling Items | Therapy Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | 13,836 | 15,205 |
Segment Reconciling Items | Hospice and Home Health Services | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | 0 | 0 |
Segment Reconciling Items | Other | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | 0 | 0 |
Segment Reconciling Items | Elimination | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intersegment revenue | ($14,287) | ($15,713) |
Business_Segments_Reconciliati
Business Segments Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting [Abstract] | ' | ' |
Adjusted EBITDAR | $22,626 | $23,727 |
Rent cost of revenue | -4,774 | -4,669 |
Adjusted EBITDA | 17,852 | 19,058 |
Depreciation and amortization | -6,085 | -5,898 |
Interest expense | -8,039 | -8,675 |
Interest income | 43 | 112 |
Change in fair value of contingent consideration | -14 | -83 |
Organization restructure costs | -440 | 0 |
Exit costs related to divested facilities | -367 | 0 |
Legal expense for non-routine matters | -314 | -935 |
Loss from discontinued operations, net of tax | 0 | -264 |
Provision for income taxes | -1,341 | -245 |
Net income | $1,295 | $3,070 |
Business_Segments_Reconciliati1
Business Segments Reconciliation of Assets by Segment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | $644,814 | $643,416 |
Goodwill and intangibles included in total assets | 87,793 | 87,872 |
Long-Term Care Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 449,176 | 445,987 |
Goodwill and intangibles included in total assets | 1,235 | 1,300 |
Therapy Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 47,757 | 48,251 |
Goodwill and intangibles included in total assets | 23,693 | 23,693 |
Hospice and Home Health Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 79,434 | 80,290 |
Goodwill and intangibles included in total assets | 62,865 | 62,879 |
Other | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 68,447 | 68,888 |
Goodwill and intangibles included in total assets | $0 | $0 |
Property_and_Equipment_Schedul
Property and Equipment Schedule of Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Land and land improvements | $62,370 | $62,370 |
Buildings and leasehold improvements | 322,267 | 320,923 |
Furniture and equipment | 88,866 | 87,392 |
Construction in progress | 9,353 | 8,621 |
Property, plant and equipment, gross | 482,856 | 479,306 |
Less accumulated depreciation | -143,366 | -137,484 |
Property, plant and equipment, net | $339,490 | $341,822 |
Property_and_Equipment_Leased_
Property and Equipment Leased Facility Assets Schedule (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2011 | Mar. 31, 2014 | Dec. 31, 2013 |
option | |||
facility | |||
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Leased facility assets | ' | $13,848 | $13,848 |
Less accumulated depreciation | ' | -4,555 | -4,432 |
Leased facility assets, net | ' | $9,293 | $9,416 |
Number of leased facility asset | ' | 5 | ' |
Lease period | '10 years | ' | ' |
Number of lease extension options | ' | 2 | ' |
Lease extension, lease period | ' | '10 years | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Provision for income taxes | $1,341,000 | $245,000 |
Effective income tax rate | 50.90% | ' |
Tax expense for shares that vested at a lower price than the grant value | $300,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 36 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2013 | Nov. 30, 2010 | Apr. 30, 2011 | Mar. 31, 2014 | Nov. 30, 2010 | Nov. 30, 2010 | Nov. 30, 2010 | Nov. 30, 2010 | Feb. 15, 2013 | Apr. 15, 2009 | Mar. 31, 2014 | Feb. 15, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | |
facility | Workers' Compensation Liability [Member] | Workers' Compensation Liability [Member] | General and Professional Liability [Member] | General and Professional Liability [Member] | General and Professional Liability [Member] | Skilled Nursing Facilities [Member] | Other Businesses [Member] | Employee Medical Liability [Member] | Humboldt County Action [Member] | Humboldt County Action [Member] | Humboldt County Action [Member] | Humboldt County Action [Member] | Humboldt County Action [Member] | Humboldt County Action [Member] | State of California and Other Districts [Member] | BMFEA Matter [Member] | BMFEA Matter [Member] | BMFEA Matter [Member] | BMFEA Matter [Member] | Creekside Hospice Investigation [Member] | Creekside Hospice Investigation [Member] | |
Kansas, Missouri, Iowa and Nebraska [Member] | Texas [Member] | defendent | defendent | Governmental Claims [Member] | Professional Fees [Member] | Plaintiffs [Member] | Governmental Claims [Member] | count | Affiliated Entity [Member] | Affiliated Entity [Member] | Minimum | Maximum | ||||||||||
Fountain View Reinsurance, Ltd. [Member] | subsidiary | H | facility | |||||||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation settlement amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | $5,000,000 | ' | ' | $4,000,000 | ' | ' | ' | ' | ' | ' |
Legal settlement payments approved from court | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | 1,000,000 | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Professional fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, number of defendants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Injunction Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subsidiaries under investigation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Loss contingency, fine | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | 5,500 | 11,000 |
Number of felony counts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Loss contingency, fine per misdemeanor count | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' |
Number of misdemeanor counts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' |
Statutory fine | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 680 | ' | ' | ' | ' | ' |
Investigation costs of plaintiff paid by defendant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,000 | ' | ' | ' | ' | ' |
Period of summary probation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' |
Number of skilled nursing facilities | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' |
Number of nursing hours per patient day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.2 | ' | ' | ' |
Self-insured per loss limit | ' | 500,000 | 1,000,000 | 1,000,000 | 1,000,000 | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limit per occurrence | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual limits per claim | ' | ' | ' | 1,000,000 | ' | 3,000,000 | 1,100,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self-insured retention | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess liability policies per loss | ' | ' | ' | 25,000,000 | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quota-share risk, percentage coverage retained | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quota-share risk, coverage amount retained threshold | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self-Insured aggregate loss limit | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self-Insured stop loss limit | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required indemnification payments made | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase commitments | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies Schedule of Liabilities Related to Insurance Risks (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | $14,972 | $13,852 | ||
Insurance liability risks | 31,027 | 29,534 | ||
Self Insurance Reserve | 45,999 | 43,386 | ||
General and Professional Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 7,970 | [1] | 8,228 | [1] |
Insurance liability risks | 14,408 | 12,762 | ||
Self Insurance Reserve | 22,378 | 20,990 | ||
Employee Medical Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 3,388 | [2] | 2,446 | [2] |
Insurance liability risks | 0 | 0 | ||
Self Insurance Reserve | 3,388 | 2,446 | ||
Workers' Compensation Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 3,614 | [2] | 3,178 | [2] |
Insurance liability risks | 16,619 | 16,772 | ||
Self Insurance Reserve | $20,233 | $19,950 | ||
[1] | Included in accounts payable and accrued liabilities. | |||
[2] | Included in employee compensation and benefits. |
Stockholders_Equity_Restricted
Stockholders' Equity Restricted Stock Activity (Details) (2007 Incentive Award plan, Restricted Stock Awards, USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
2007 Incentive Award plan | Restricted Stock Awards | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Non-vested balance at January 1, 2014 (shares) | 2,256 |
Granted (shares) | 463 |
Vested (shares) | -318 |
Forfeited (shares) | -512 |
Non-vested balance at March 31, 2014 (shares) | 1,889 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' |
Non-vested balance at January 1, 2014 (dollars per share) | $6.42 |
Granted (dollars per share) | $4.62 |
Vested (dollars per share) | $4.48 |
Forfeited (dollars per share) | $5.39 |
Non-vested balance at March 31, 2014 (dollars per share) | $6.58 |
Stockholders_Equity_Stock_Opti
Stockholders' Equity Stock Options (Details) (2007 Incentive Award plan, USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, grants in period (in shares) | 0 | 0 |
Exercised (in shares) | 0 | 0 |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation | 0.1 | ' |
Remaining award vesting period | '1 year 5 months 15 days | ' |
Options, grants in period (in shares) | 0 | ' |
Exercised (in shares) | 0 | ' |
Restricted Stock Awards | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation | 4.1 | ' |
Remaining award vesting period | '2 years 3 months | ' |
Fair value of shares vested in period | 1.4 | ' |
Stockholders_Equity_Stock_Opti1
Stockholders' Equity Stock Option Activity (Details) (2007 Incentive Award plan, USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | 0 | 0 |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Outstanding at January 1, 2014 (in shares) | 794,645 | ' |
Granted (in shares) | 0 | ' |
Exercised (in shares) | 0 | ' |
Forfeited or cancelled (in shares) | -57,842 | ' |
Outstanding at March 31, 2014 (in shares) | 736,803 | ' |
Fully vested and expected to vest at March 31, 2014 (in shares) | 735,036 | ' |
Exercisable at March 31, 2014 (in shares) | 704,798 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Outstanding at January 1, 2014, Weighted-Average Exercise Price (usd per share) | 8.54 | ' |
Granted, Weighted-Average Exercise Price (usd per share) | 0 | ' |
Exercised, Weighted-Average Exercise Price (usd per share) | 0 | ' |
Forfeited or cancelled, Weighted-Average Exercise Price (usd per share) | 8.7 | ' |
Outstanding a March 31, 2014, Weighted-Average Exercise Price (usd per share) | 8.53 | ' |
Fully vested and expected to vest at March 31, 2014, Weighted-Average Exercise Price (usd per share) | 8.53 | ' |
Exercisable at March 31, 2014, Weighted-Average Exercise Price (usd per share) | 8.56 | ' |
Weighted average remaining contractual term in years for outstanding options | '3 years 6 months 29 days | ' |
Weighted average remaining contractual term in years for vested | '3 years 6 months 25 days | ' |
Weighted average remaining contractual term in years for excersiable options | '3 years 4 months 27 days | ' |
Outstanding at June 30, 2013, Aggregate Intrinsic Value | 0 | ' |
Fully vested and expected to vest at March 31, 2014, Aggregate Intrinsic Value | 0 | ' |
Exercisable at June March 31, 2014, Aggregate Intrinsic Value | 0 | ' |
Stockholders_Equity_Stock_Comp
Stockholders' Equity Stock Compensation Expense for Awards and Options (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
General and Administrative Expense | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated share-based compensation expense | $0.10 | $0.80 |
Cost of Sales | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated share-based compensation expense | $0.60 | $0.50 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value, Hierarchy (Details) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration - Acquisitions | $0 | $0 |
Level 1 | Available-for-sale Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale Securities | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration - Acquisitions | 0 | 0 |
Level 2 | Available-for-sale Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale Securities | 6,081 | 1,046 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration - Acquisitions | 1,450 | 1,736 |
Level 3 | Available-for-sale Securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale Securities | $0 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 01, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2011 | Oct. 24, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 24, 2011 | Mar. 31, 2014 | 13-May-12 | Mar. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | ||||
Level 3 | Level 3 | Available-for-sale Securities | Available-for-sale Securities | Altura Acquisition | Altura Acquisition | Altura Acquisition | Altura Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | A Better Care Home Health | A Better Care Home Health | A Better Care Home Health | ||||
Minimum | Maximum | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | ||||
Cash | Cash | Payment to Seller | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale securities, amortized cost basis | ' | ' | ' | ' | ' | $6,100,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Contingent consideration period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | '5 years | ' | ' | ' | ' | '3 years | ' | ' |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 500,000 | ' | ' | 800,000 | 1,100,000 | ' | ' | ' | 100,000 | 100,000 |
Payments to seller | 14,000 | 83,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Change in fair value of contingent consideration | 14,000 | 83,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Business acquisition, effective date of acquisition | ' | ' | ' | ' | ' | ' | ' | 1-Jul-11 | ' | ' | ' | 24-Oct-11 | ' | ' | ' | ' | 13-May-12 | ' | ' |
Discount rate | ' | ' | ' | 200.00% | 500.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, carrying value | $419,248,000 | ' | $419,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Level_
Fair Value Measurements - Level 3 Rollforward (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Value at January 1, 2014 | $1,736 | ' |
Change in fair value | 14 | 83 |
Payout | -300 | ' |
Value at March 31, 2014 | $1,450 | ' |
Debt_Schedule_of_Long_Term_Deb
Debt - Schedule of Long Term Debt Instruments (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Term Loan original issue discount | ($1,113) | ($1,254) |
Insurance premiums financed | 3,134 | 2,990 |
Other | 106 | 106 |
Total long-term debt | 419,248 | 419,125 |
Less amounts due within one year | -10,172 | -7,630 |
Long-term debt, less current portion | 409,076 | 411,495 |
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | ' | 87,600 |
Senior Secured Term Loan Amended [Member] | Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at March 31, 2014 and December 31, 2013; collateralized by substantially all assets of the Company excluding the skilled nursing facilities that collateralize the HUD insured mortgage loans and the skilled nursing facilities that collateralize the MidCap Financial credit facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Secured debt | 243,953 | 243,953 |
Senior Secured Term Loan Amended [Member] | Term Loan, due April 9, 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at March 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Secured debt | 61,758 | 62,000 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 9, 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Prime Rate | 6,500 | 11,000 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 9, 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | 12,000 | 7,057 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | 5,000 | 5,000 |
Notes Payable to Banks [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 86,993 | 87,314 |
Mortgages [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 87,600 | ' |
Mortgages [Member] | Note payable due December 2018, interest rate fixed at 6.50%, payable in monthly installments, collateralized by a first priority deed of trust | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable | $917 | $959 |
Debt_Schedule_of_Debt_Parenthe
Debt - Schedule of Debt Parenthetical (Details) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate percentage | ' | 5.30% |
Senior Secured Term Loan Amended [Member] | Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at March 31, 2014 and December 31, 2013; collateralized by substantially all assets of the Company excluding the skilled nursing facilities that collateralize the HUD insured mortgage loans and the skilled nursing facilities that collateralize the MidCap Financial credit facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
LIBOR Floor | 1.50% | 1.50% |
Libor rate margin | 5.25% | 5.25% |
Prime Rate Margin 2 | 6.75% | 6.75% |
Senior Secured Term Loan Amended [Member] | Term Loan, due April 9, 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at March 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime Rate Margin 2 | 5.95% | 6.70% |
Prime rate | 0.75% | 0.75% |
Prime rate margin | 5.95% | 5.95% |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 9, 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime Rate Margin 2 | 6.75% | 6.75% |
Prime rate | 3.25% | 3.25% |
Prime rate margin | 3.50% | 3.50% |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 9, 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime rate | 4.50% | 4.50% |
Prime rate margin | 4.74% | 4.74% |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
LIBOR Floor | 0.75% | ' |
Libor rate margin | 5.95% | ' |
Prime Rate Margin 2 | 5.95% | 6.70% |
Prime rate | 0.75% | 0.75% |
Prime rate margin | 5.95% | 6.70% |
Notes Payable to Banks [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted average interest rate | 4.24% | 4.24% |
Mortgages [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted average interest rate | 4.23% | ' |
Mortgages [Member] | Note payable due December 2018, interest rate fixed at 6.50%, payable in monthly installments, collateralized by a first priority deed of trust | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate percentage | 6.50% | 6.50% |
Debt_Long_Term_Debt_Terms_and_
Debt - Long Term Debt Terms and Details (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Apr. 09, 2010 | Apr. 09, 2010 | Mar. 31, 2014 | Jun. 06, 2013 | Apr. 12, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
facility | Repayment Period One [Member] | Repayment Period Two [Member] | Repayment Period Three [Member] | Minimum | Maximum | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | Revolving Credit Facility Amended [Member] | Revolving Credit Facility Amended [Member] | Notes Payable to Banks [Member] | Notes Payable to Banks [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Senior Secured Term Loan [Member] | Senior Secured Term Loan [Member] | Revolving Credit Facility [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Revolving Credit Facility Amended [Member] | Revolving Credit Facility Amended [Member] | Revolving Credit Facility Amended [Member] | ||
mortgage | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.23% at March 31, 2014 and December 31, 2013 | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at March 31, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | |||||||||
Other Current Assets [Member] | Minimum | Maximum | Prior Credit Agreement [Member] | Prior Credit Agreement [Member] | Prior Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | |||||||||||||||||
Minimum | Maximum | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $360,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | 150,000,000 | ' | ' |
Addition of debt issuance on senior secured term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' |
Leverage ratio, maximum allowable | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | ' |
Debt modification/retirement costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modifcation fees | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modification costs | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modification fees, capitalized | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR Floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' |
Libor rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.95% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | 4.25% | 4.50% |
Prime rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' |
Prime rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.95% | 6.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' | ' | ' | 3.25% | 3.50% |
Debt instrument, periodic payment, principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | 2,600,000 | ' | ' | ' | ' | ' |
Consolidated excess cash flow percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 75.00% | ' | ' | ' | ' | ' |
Stepdown percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Refinance portion of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | 2.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio, minimum requirement | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | 4.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mortgages insured by HUD | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | 419,248,000 | 419,125,000 | ' | ' | ' | ' | ' | ' | 87,600,000 | ' | ' | 86,993,000 | 87,314,000 | 87,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate percentage | ' | 5.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.40% | 4.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Term | '25 years | ' | ' | ' | ' | '30 years | '35 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgages average remaining term | '33 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.24% | 4.24% | 4.23% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt prepayment penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Replacement reserve escrow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,600,000 | ' | ' | ' | 65,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of skilled nursing facilities | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Quarterly Payments Due | ' | ' | 300,000 | 400,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan original issue discount | $1,113,000 | $1,254,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment_in_Joint_Venture_Na
Investment in Joint Venture - Narrative (Details) (APS - Summit Care [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
APS - Summit Care [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity method investment, ownership percentage | 50.00% | ' |
Equity method investment, percentage owned by another company | 50.00% | ' |
Equity method investment, percentage of net income received | 50.00% | ' |
Equity investment in joint ventures | $6.90 | $5.50 |
Investment_in_Joint_Venture_Su
Investment in Joint Venture Summarized Financial Information (Details) (APS - Summit Care [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
APS - Summit Care [Member] | ' | ' | ' | ' |
Statement of Earnings [Abstract] | ' | ' | ' | ' |
Sales, Net | $2,691 | $2,674 | ' | ' |
Gross Profit | 966 | 965 | ' | ' |
Net Income | 727 | 666 | ' | ' |
Balance Sheet [Abstract] | ' | ' | ' | ' |
Current Assets | ' | ' | 2,628 | 3,518 |
Non-Current Assets | ' | ' | 1,055 | 1,078 |
Current Liabilities | ' | ' | 116 | 96 |
Non-Current Liabilities | ' | ' | $0 | $0 |