Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | ||
Sep. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
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 | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 24,616,068 | 15,511,603 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $10,536 | $4,177 |
Accounts receivable, less allowance for doubtful accounts of $19,241 and $16,665 at September 30, 2014 and December 31, 2013, respectively | 114,598 | 107,215 |
Deferred income taxes | 14,627 | 9,876 |
Prepaid expenses | 5,019 | 8,961 |
Other current assets | 12,858 | 12,188 |
Total current assets | 157,638 | 142,417 |
Property and equipment, less accumulated depreciation of $155,097 and $137,484 at September 30, 2014 and December 31, 2013, respectively | 333,285 | 341,822 |
Leased facility assets, less accumulated depreciation of $4,791 and $4,432 at September 30, 2014 and December 31, 2013, respectively | 9,057 | 9,416 |
Other assets: | ' | ' |
Notes receivable | 2,117 | 520 |
Deferred financing costs, net | 8,043 | 9,189 |
Goodwill | 68,833 | 69,065 |
Intangible assets, less accumulated amortization of $4,879 and $4,640 at September 30, 2014 and December 31, 2013, respectively | 18,569 | 18,807 |
Deferred income taxes | 5,146 | 9,472 |
Restricted Assets | 31,462 | 26,965 |
Other assets | 15,747 | 15,743 |
Total other assets | 149,917 | 149,761 |
Total assets | 649,897 | 643,416 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 64,739 | 57,179 |
Employee compensation and benefits | 42,201 | 32,979 |
Current portion of long-term debt | 13,173 | 7,630 |
Total current liabilities | 120,113 | 97,788 |
Long-term liabilities: | ' | ' |
Insurance liability risks | 28,075 | 29,534 |
Other long-term liabilities | 12,641 | 12,367 |
Long-term debt, less current portion | 394,644 | 411,495 |
Total liabilities | 555,473 | 551,184 |
Stockholdersb equity: | ' | ' |
Additional paid-in-capital | 381,818 | 378,756 |
Accumulated deficit | -287,435 | -286,592 |
Accumulated other comprehensive income | 0 | 28 |
Total stockholdersb equity | 94,424 | 92,232 |
Total liabilities and stockholdersb equity | 649,897 | 643,416 |
Common Class A | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | 25 | 24 |
Common Class B | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | $16 | $16 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets: | ' | ' |
Allowance for doubtful accounts | $19,241 | $16,665 |
Noncurrent Assets: | ' | ' |
Accumulated depreciation on property and equipment | 155,097 | 137,484 |
Accumulated depreciation for leased facility assets | 4,791 | 4,432 |
Accumulated amortization on intangible assets | $4,879 | $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 | 24,619,000 | 24,278,000 |
Common Stock, Shares, Outstanding | 24,619,000 | 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 | 15,512,000 | 15,515,000 |
Common Stock, Shares, Outstanding | 15,512,000 | 15,515,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Net patient service revenue | $207,811 | $207,957 | $620,496 | $631,660 |
Leased facility revenue | 807 | 787 | 2,401 | 2,335 |
Total revenue | 208,618 | 208,744 | 622,897 | 633,995 |
Expenses: | ' | ' | ' | ' |
Cost of services (exclusive of rent cost of revenue and depreciation and amortization shown below) | 176,689 | 181,078 | 535,527 | 550,164 |
Rent cost of revenue | 5,146 | 4,806 | 14,842 | 14,160 |
General and administrative | 12,780 | 6,490 | 26,151 | 19,782 |
Change in fair value of contingent consideration | 7 | 79 | -100 | -2,082 |
Depreciation and amortization | 6,120 | 5,900 | 18,240 | 17,700 |
Governmental investigation expense | 0 | 0 | 6,000 | 0 |
Impairment of long-lived assets | 0 | 19,000 | 82 | 19,000 |
Loss on disposal of asset | 68 | 0 | 73 | 0 |
Expenses | 200,810 | 217,353 | 600,815 | 618,724 |
Other (expenses) income: | ' | ' | ' | ' |
Interest expense | -8,009 | -8,744 | -23,993 | -26,153 |
Interest income | 173 | 63 | 518 | 287 |
Other (expense) income, net | -26 | -49 | 34 | -111 |
Equity in earnings of joint venture | 568 | 508 | 1,206 | 1,469 |
Debt modification/retirement costs | -21 | -432 | -843 | -1,520 |
Total other (expenses) income, net | -7,315 | -8,654 | -23,078 | -26,028 |
Income (loss) from continuing operations before benefit from income taxes | 493 | -17,263 | -996 | -10,757 |
Benefit from income taxes | -150 | -5,324 | -153 | -3,940 |
Allocation of income (loss) from continuing operations | 643 | -11,939 | -843 | -6,817 |
Income (loss) from continuing operations | 643 | -11,939 | -843 | -6,817 |
Loss from discontinued operations, net of tax | 0 | -136 | 0 | -665 |
Net (loss) income | $643 | ($12,075) | ($843) | ($7,482) |
(Loss) earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
(Loss) earnings per share (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
(Loss) earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
(Loss) earnings per share (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Weighted-average common shares outstanding, basic (in shares) | 38,207 | 37,499 | 38,093 | 37,567 |
Weighted-average common shares outstanding, diluted (in shares) | 38,463 | 37,499 | 38,093 | 37,567 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $643 | ($12,075) | ($843) | ($7,482) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized loss on investment available for sale - net of income tax (benefit) of ($2) for the three months ended September 30, 2013; net of income tax (benefit) of ($13) for the nine months ended September 30, 2013. | 0 | -3 | 0 | -19 |
Reclassification adjustments: | ' | ' | ' | ' |
Gain realized in net loss on investments available for sale - net of income tax expense of $17 for the nine months ended September 30, 2014. | 0 | 0 | -28 | 0 |
Interest expense on interest rate swap - net of income tax expense of $107 for the nine months ended September 30, 2013. | 0 | 0 | 0 | 169 |
Other comprehensive income (loss), net of tax | 0 | -3 | -28 | 150 |
Comprehensive income (loss) | $643 | ($12,078) | ($871) | ($7,332) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Unrealized gain (loss) on interest rate swap, tax | $0 | $0 | ' | $0 |
Unrealized gain (loss) on Investment available for sale, tax | 0 | -2 | 0 | -13 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | 0 | 0 | 17 | 0 |
Interest expense on interest rate swap, tax | $0 | $0 | $0 | $107 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net loss | ($843) | ($7,482) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 18,240 | 18,396 |
Change in fair value of contingent consideration | 100 | 2,082 |
Provision for doubtful accounts | 10,362 | 8,758 |
Non-cash stock-based compensation | 2,459 | 2,235 |
Loss on disposal of assets | 73 | 379 |
Amortization of deferred financing costs | 2,526 | 2,102 |
Debt modification/retirement costs | 843 | 1,520 |
Deferred income taxes | -425 | -2,284 |
Impairment of long lived assets | 82 | 19,000 |
Amortization of discount on debt | 416 | 710 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -20,535 | -8,528 |
Payments on notes receivable | 1,173 | 2,304 |
Other current and non-current assets | 1,240 | -3,036 |
Accounts payable and accrued liabilities | 8,351 | 2,462 |
Employee compensation and benefits | 6,275 | -3,658 |
Insurance liability risks | 949 | 6,949 |
Other long-term liabilities | 373 | -913 |
Net cash provided by operating activities | 31,459 | 36,832 |
Cash Flows from Investing Activities | ' | ' |
Additions to property and equipment | -9,243 | -9,977 |
Proceeds from maturity of investments | 1,060 | 0 |
Proceeds from the sale of home health agency | 30 | 0 |
Proceeds from the sale of land | 66 | 0 |
Net cash used in investing activities | -8,087 | -9,977 |
Cash Flows from Financing Activities | ' | ' |
Borrowings under line of credit | 224,500 | 254,083 |
Repayments under line of credit | -233,392 | -287,583 |
Repayments of long-term debt | -6,500 | -67,055 |
Proceeds from exercise of stock options | 948 | 0 |
Taxes paid related to net share settlement of equity awards | -346 | -188 |
Proceeds from issuance of long-term debt | 0 | 79,806 |
Payment of financing costs | -2,223 | -5,326 |
Net cash used in financing activities | -17,013 | -26,263 |
Increase in cash and cash equivalents | 6,359 | 592 |
Cash and cash equivalents at beginning of period | 4,177 | 2,003 |
Cash and cash equivalents at end of period | $10,536 | $2,595 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Parentheticals) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash paid for: | ' | ' |
Interest expense | $19,902 | $23,743 |
Income taxes, net | -1,866 | 184 |
Non-cash activities: | ' | ' |
Conversion of accounts receivable into notes receivable | 2,782 | 0 |
Insurance premium financed | $3,668 | $5,875 |
Description_of_Business
Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Business | ' |
Description of 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 September 30, 2014, the Company operated facilities in California, Iowa, Kansas, Missouri, Nevada, Nebraska, New Mexico and Texas, including 73 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 September 30, 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 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) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Discontinued Operations | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
On December 1, 2013, the Company disposed of one owned SNF in Texas and one leased SNF 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. | ||||||||||||||||
Our selected historical consolidated statements of operations have been recast to reflect our disposal of two skilled nursing facilities on December 1, 2013, as discontinued operations for the quarters ended September 30, 2014 and September 30, 2013. Please refer to the information set forth below in conjunction with other sections of this report, including our consolidated historical financial statements and related notes included elsewhere in this report. | ||||||||||||||||
A summary of the discontinued operations for the periods presented is as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net operating revenues | $ | — | $ | 3,701 | $ | — | $ | 11,018 | ||||||||
Operating expenses | — | 3,923 | — | 12,103 | ||||||||||||
Loss from discontinued operations | — | (222 | ) | — | (1,085 | ) | ||||||||||
Income tax benefit | — | (86 | ) | — | (420 | ) | ||||||||||
Loss from discontinued operations | $ | — | $ | (136 | ) | $ | — | $ | (665 | ) | ||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 2014 and for the three and nine months ended September 30, 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, governmental investigation, and valuation of contingent consideration. | |
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. | |
The Company is participating in the recently established Upper Payment Limit (UPL) supplemental payment program in the state of Texas that provides supplemental Medicaid payments for skilled nursing facilities that are licensed to non-state government entities such as county hospital districts. Company subsidiaries previously operating twenty Company-owned Texas skilled nursing facilities entered into transactions with such hospital districts providing for the transfer of the licenses for the twenty of the Company-owned Texas skilled nursing facilities to the hospital districts, and providing further for the Company’s operating subsidiaries to retain the management of those facilities on behalf of the hospital districts, which are all participating in the UPL program. Each affected Operating subsidiary therefore retains operations of its skilled nursing facility and each agreement between the hospital district and the Company subsidiary is terminable by either party to fully restore the prior license status. The Company may add an additional nursing center sometime during the remainder of 2014. | |
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 refund to and recoupment by Medicare. For the three months ended September 30, 2014 and 2013, the Company recorded hospice Medicare cap reserves of $1.2 million and $0.5 million, respectively, as adjustments to revenue. Of the $1.2 million recorded in the three months ended September 30, 2014, $1.4 million was related to the 2014 cap year and reversal of $0.2 million was related to the 2013 cap year. Of the $0.5 million recorded in the three months ended September 30, 2013, $0.2 million was related to the 2013 cap year and $0.3 million was related to the 2012 cap year. For the nine months ended September 30, 2014 and 2013, the Company recorded hospice Medicare cap reserves of $2.1 million and $3.4 million, respectively, as adjustments to revenue. Of the $2.1 million recorded in the nine months ended September 30, 2014, $2.0 million was related to the 2014 cap year and $0.1 million was related to the 2013 cap year. Of the $3.4 million recorded in the nine months ended September 30, 2013, $0.9 million was related to the 2013 cap year, $2.3 million was related to the 2012 cap year, and $0.2 million was related to the 2011 cap year. | |
Notes Receivable | |
As of September 30, 2014 and December 31, 2013, net notes receivable were approximately $3.6 million and $2.0 million, respectively, of which $1.5 million was reflected as current assets as of September 30, 2014 and December 31, 2013, respectively, 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 September 30, 2014, two customers of the Company's rehabilitation therapy services business were responsible for 100% of the net notes receivable balance. The notes receivable, as well as the receivables from these customers, are secured by the assets of the customers as well as personal guaranties by the principal owners of the customers. Additionally, the customers represented $6.4 million, or 35.9% of the net accounts receivable for the Company's rehabilitation therapy services business and approximately $28.5 million, or 41.8%, of the external revenue of the rehabilitation therapy services business for the nine months ended September 30, 2014. | |
At September 30, 2014, there was no note receivable 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 requires an entity to report disposed components or components held-for-sale in discontinued operations if such components represent a strategic shift that has 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 periods beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, ("ASU 2014-08"). This ASU requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the guidance provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The ASU is effective beginning in the first quarter of our fiscal year 2017. Early adoption is not permitted. The Company is currently evaluating the impact to the consolidated financial statements. |
Income_Per_Share
Income Per Share | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||||||||||
Income Per Share | ' | |||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) Per Share | ||||||||||||||||||||||||||||||||||||||||||||||||
The Company computes income (loss) 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 (loss) is allocated on a proportionate basis to each class of common stock in the determination of income (loss) per share. | ||||||||||||||||||||||||||||||||||||||||||||||||
Basic net income (loss) per share was computed by dividing net income (loss) by the weighted-average number of outstanding shares for the period. Diluted earnings per share is computed by dividing income (loss) 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 (loss) income per share of Class A common stock and Class B common stock for the three and nine months ended September 30, 2014 and September 30, 2013 (amounts in thousands, except per share data): | ||||||||||||||||||||||||||||||||||||||||||||||||
Three months ended September 30, 2014 | Three months ended September 30, 2013 | Nine months ended September 30, 2014 | Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | |||||||||||||||||||||||||||||||||||||
Net income (loss) per share, basic | ||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of income (loss) from continuing operations | $ | 382 | $ | 261 | $ | 643 | $ | (6,991 | ) | $ | (4,948 | ) | $ | (11,939 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (3,993 | ) | $ | (2,824 | ) | $ | (6,817 | ) | |||||||||||||||
Allocation of loss from discontinued operations | — | — | — | (80 | ) | (56 | ) | (136 | ) | — | — | — | (389 | ) | (276 | ) | (665 | ) | ||||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | 382 | $ | 261 | $ | 643 | $ | (7,071 | ) | $ | (5,004 | ) | $ | (12,075 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (4,382 | ) | $ | (3,100 | ) | $ | (7,482 | ) | |||||||||||||||
Net income (loss) per share, diluted | ||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of income (loss) from continuing operations | $ | 384 | $ | 259 | $ | 643 | $ | (6,991 | ) | $ | (4,948 | ) | $ | (11,939 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (3,993 | ) | $ | (2,824 | ) | $ | (6,817 | ) | |||||||||||||||
Allocation of loss from discontinued operations | — | — | — | (80 | ) | (56 | ) | (136 | ) | — | — | — | (389 | ) | (276 | ) | $ | (665 | ) | |||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | 384 | $ | 259 | $ | 643 | $ | (7,071 | ) | $ | (5,004 | ) | $ | (12,075 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (4,382 | ) | $ | (3,100 | ) | $ | (7,482 | ) | |||||||||||||||
Denominator for basic and diluted income (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average common shares outstanding, basic | 22,695 | 15,512 | 38,207 | 21,959 | 15,540 | 37,499 | 22,580 | 15,513 | 38,093 | 22,003 | 15,564 | 37,567 | ||||||||||||||||||||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 256 | — | 256 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,951 | 15,512 | 38,463 | 21,959 | 15,540 | 37,499 | 22,580 | 15,513 | 38,093 | 22,003 | 15,564 | 37,567 | ||||||||||||||||||||||||||||||||||||
Earnings (loss) per share, basic: | ||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.18 | ) | $ | (0.18 | ) | $ | (0.18 | ) | |||||||||||||||
Loss per share from discontinued operations | — | — | — | — | — | — | — | — | — | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) per share | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.20 | ) | $ | (0.20 | ) | $ | (0.20 | ) | |||||||||||||||
Earnings (loss) per share, diluted: | ||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.18 | ) | $ | (0.18 | ) | $ | (0.18 | ) | |||||||||||||||
Loss per share from discontinued operations | — | — | — | — | — | — | — | — | — | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) per share | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.20 | ) | $ | (0.20 | ) | $ | (0.20 | ) | |||||||||||||||
The following were excluded from the weighted-average diluted shares computation for the three and nine months ended September 30, 2014 and 2013, as their inclusion would have been anti-dilutive (shares in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Options to purchase common shares | 205 | 807 | 363 | 807 | ||||||||||||||||||||||||||||||||||||||||||||
Non-vested common shares | 123 | 528 | 175 | 536 | ||||||||||||||||||||||||||||||||||||||||||||
Total excluded | 328 | 1,335 | 538 | 1,343 | ||||||||||||||||||||||||||||||||||||||||||||
Business_Segments
Business Segments | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 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 September 30, 2014, LTC services included 73 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 September 30, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 165,555 | $ | 22,093 | $ | 20,163 | $ | — | $ | — | $ | 207,811 | ||||||||||||
Leased facility revenue | 807 | — | — | — | — | 807 | ||||||||||||||||||
Intersegment revenue | 595 | 14,135 | — | — | (14,730 | ) | — | |||||||||||||||||
Total revenue | $ | 166,957 | $ | 36,228 | $ | 20,163 | $ | — | $ | (14,730 | ) | $ | 208,618 | |||||||||||
Operating income (loss) | $ | 15,936 | $ | 3,617 | $ | 1,190 | $ | (12,935 | ) | $ | — | $ | 7,808 | |||||||||||
Interest expense, net of interest income | (7,836 | ) | ||||||||||||||||||||||
Other income | (26 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 568 | |||||||||||||||||||||||
Debt modification/retirement costs | (21 | ) | ||||||||||||||||||||||
Income from continuing operations before benefit from income taxes | $ | 493 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,579 | $ | 164 | $ | 222 | $ | 155 | $ | — | $ | 6,120 | ||||||||||||
Segment capital expenditures | $ | 2,386 | $ | 26 | $ | 15 | $ | 556 | $ | — | $ | 2,983 | ||||||||||||
Adjusted EBITDA | $ | 22,307 | $ | 3,851 | $ | 1,752 | $ | (6,122 | ) | $ | — | $ | 21,788 | |||||||||||
Adjusted EBITDAR | $ | 26,996 | $ | 3,851 | $ | 2,209 | $ | (6,122 | ) | $ | — | $ | 26,934 | |||||||||||
Three months ended September 30, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 157,506 | $ | 25,313 | $ | 25,138 | $ | — | $ | — | $ | 207,957 | ||||||||||||
Leased facility revenue | 787 | — | — | — | — | 787 | ||||||||||||||||||
Intersegment revenue | 598 | 13,888 | — | — | (14,486 | ) | — | |||||||||||||||||
Total revenue | $ | 158,891 | $ | 39,201 | $ | 25,138 | $ | — | $ | (14,486 | ) | $ | 208,744 | |||||||||||
Operating (loss) income | $ | 11,820 | $ | 2,740 | $ | (16,524 | ) | $ | (6,645 | ) | $ | — | $ | (8,609 | ) | |||||||||
Interest expense, net of interest income | (8,681 | ) | ||||||||||||||||||||||
Other expense | (49 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 508 | |||||||||||||||||||||||
Debt modification/retirement costs | (432 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (17,263 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 5,439 | $ | 170 | $ | 136 | $ | 155 | $ | — | $ | 5,900 | ||||||||||||
Segment capital expenditures | $ | 3,323 | $ | 18 | $ | 579 | $ | 76 | $ | — | $ | 3,996 | ||||||||||||
Adjusted EBITDA | $ | 17,352 | $ | 3,335 | $ | 3,007 | $ | (5,267 | ) | $ | — | $ | 18,427 | |||||||||||
Adjusted EBITDAR | $ | 21,700 | $ | 3,335 | $ | 3,465 | $ | (5,267 | ) | $ | — | $ | 23,233 | |||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 488,405 | $ | 68,236 | $ | 63,856 | $ | — | $ | — | $ | 620,496 | ||||||||||||
Leased facility revenue | 2,401 | — | — | — | — | 2,401 | ||||||||||||||||||
Intersegment revenue | 1,549 | 42,037 | — | — | (43,586 | ) | — | |||||||||||||||||
Total revenue | $ | 492,355 | $ | 110,273 | $ | 63,856 | $ | — | $ | (43,586 | ) | $ | 622,897 | |||||||||||
Operating income (loss) | $ | 39,857 | $ | 10,814 | $ | (2,019 | ) | $ | (26,570 | ) | $ | — | $ | 22,082 | ||||||||||
Interest expense, net of interest income | (23,475 | ) | ||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Other income | 34 | |||||||||||||||||||||||
Equity in earnings of joint venture | 1,206 | |||||||||||||||||||||||
Debt modification/retirement costs | (843 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (996 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 16,640 | $ | 498 | $ | 683 | $ | 419 | $ | — | $ | 18,240 | ||||||||||||
Segment capital expenditures | $ | 7,692 | $ | 80 | $ | 122 | $ | 1,349 | $ | — | $ | 9,243 | ||||||||||||
Adjusted EBITDA | $ | 58,271 | $ | 11,381 | $ | 5,616 | $ | (17,350 | ) | $ | — | $ | 57,918 | |||||||||||
Adjusted EBITDAR | $ | 71,732 | $ | 11,381 | $ | 6,997 | $ | (17,350 | ) | $ | — | $ | 72,760 | |||||||||||
Nine months ended September 30, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 476,115 | $ | 79,057 | 76,488 | $ | — | $ | — | $ | 631,660 | |||||||||||||
Leased facility revenue | 2,335 | — | — | — | — | 2,335 | ||||||||||||||||||
Intersegment revenue | 1,791 | 43,079 | — | — | (44,870 | ) | — | |||||||||||||||||
Total revenue | $ | 480,241 | $ | 122,136 | 76,488 | $ | — | $ | (44,870 | ) | $ | 633,995 | ||||||||||||
Operating income (loss) | $ | 37,110 | $ | 8,399 | (9,943 | ) | $ | (20,295 | ) | $ | — | $ | 15,271 | |||||||||||
Interest expense, net of interest income | (25,866 | ) | ||||||||||||||||||||||
Other expense | (111 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 1,469 | |||||||||||||||||||||||
Debt modification/retirement costs | (1,520 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (10,757 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 16,241 | $ | 520 | $ | 426 | $ | 513 | $ | — | $ | 17,700 | ||||||||||||
Segment capital expenditures | $ | 8,885 | $ | 111 | $ | 792 | $ | 189 | $ | — | $ | 9,977 | ||||||||||||
Adjusted EBITDA | $ | 54,339 | $ | 9,345 | $ | 8,226 | $ | (16,123 | ) | $ | — | $ | 55,787 | |||||||||||
Adjusted EBITDAR | $ | 67,123 | $ | 9,345 | $ | 9,602 | $ | (16,123 | ) | $ | — | $ | 69,947 | |||||||||||
A reconciliation of Adjusted EBITDA and Adjusted EBITDAR to net (loss) income is as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Adjusted EBITDAR | $ | 26,934 | $ | 23,233 | $ | 72,760 | $ | 69,947 | ||||||||||||||||
Rent cost of revenue | (5,146 | ) | (4,806 | ) | (14,842 | ) | (14,160 | ) | ||||||||||||||||
Adjusted EBITDA | 21,788 | 18,427 | 57,918 | 55,787 | ||||||||||||||||||||
Depreciation and amortization | (6,120 | ) | (5,900 | ) | (18,240 | ) | (17,700 | ) | ||||||||||||||||
Interest expense | (8,009 | ) | (8,744 | ) | (23,993 | ) | (26,153 | ) | ||||||||||||||||
Interest income | 173 | 63 | 518 | 287 | ||||||||||||||||||||
Change in fair value of contingent consideration | (7 | ) | (79 | ) | 100 | 2,082 | ||||||||||||||||||
Organization restructure costs | (359 | ) | (457 | ) | (1,430 | ) | (2,006 | ) | ||||||||||||||||
Exit costs related to divested facilities | (57 | ) | — | (397 | ) | — | ||||||||||||||||||
Losses at skilled nursing facility not at full operation | (450 | ) | — | (583 | ) | — | ||||||||||||||||||
Governmental investigation expense | — | — | (6,000 | ) | — | |||||||||||||||||||
Legal expense for non-routine matters | (616 | ) | (416 | ) | (1,590 | ) | (1,809 | ) | ||||||||||||||||
Merger related expense | (5,761 | ) | (306 | ) | (6,306 | ) | (306 | ) | ||||||||||||||||
Debt modification/retirement costs | (21 | ) | (432 | ) | (843 | ) | (1,520 | ) | ||||||||||||||||
Impairment of long-lived assets | — | (19,000 | ) | (82 | ) | (19,000 | ) | |||||||||||||||||
Closure of California home health agency | — | (419 | ) | — | (419 | ) | ||||||||||||||||||
Loss on disposal of asset | (68 | ) | — | (68 | ) | — | ||||||||||||||||||
Discontinued operations, net of taxes | — | (136 | ) | — | (665 | ) | ||||||||||||||||||
Benefit from income taxes | 150 | 5,324 | 153 | 3,940 | ||||||||||||||||||||
Net income (loss) | $ | 643 | $ | (12,075 | ) | $ | (843 | ) | $ | (7,482 | ) | |||||||||||||
The following table presents the segment assets as of September 30, 2014 compared to December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||
Care Services | ||||||||||||||||||||||||
September 30, 2014: | ||||||||||||||||||||||||
Segment total assets | $ | 457,225 | $ | 47,173 | $ | 77,414 | $ | 68,085 | $ | 649,897 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,102 | $ | 23,693 | $ | 62,607 | $ | — | $ | 87,402 | ||||||||||||||
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 | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Land and land improvements | $ | 62,236 | $ | 62,370 | ||||
Buildings and leasehold improvements | 325,095 | 320,923 | ||||||
Furniture and equipment | 94,185 | 87,392 | ||||||
Construction in progress | 6,866 | 8,621 | ||||||
488,382 | 479,306 | |||||||
Less accumulated depreciation | (155,097 | ) | (137,484 | ) | ||||
$ | 333,285 | $ | 341,822 | |||||
Leased facility assets consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,791 | ) | (4,432 | ) | ||||
$ | 9,057 | $ | 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 | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three months ended September 30, 2014, the Company recorded an income tax benefit of $0.2 million representing an effective tax rate of 30.4% compared to an income tax benefit of $5.3 million from continuing operations, representing an effective tax rate of 30.8% for the same period in 2013. The decrease in tax benefit for the three months ended September 30, 2014 was due to a $17.8 million increase in pretax income, from a $17.3 million loss for the three months ended September 30, 2013 to income from continuing operations of $0.5 million for the three months ended September 30, 2014, partially offset by an increase in the state valuation allowance as a result of 2013 legislation in California which limited the Company's ability to utilize unused enterprise zone tax credits. | |
For the nine months ended September 30, 2014, the Company recorded an income tax benefit of $0.2 million representing an effective tax rate of 15.4% compared to an income tax benefit of $3.9 million from continuing operations, representing an effective tax rate of 36.6% for the same period in 2013. The decrease in tax benefit was primarily due to a $9.8 million increase in pretax income, from a $10.8 million loss for the nine months ended September 30, 2013 to a loss from continuing operations of $1.0 million for the nine months ended September 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 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. The Company makes provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are reviewed at least quarterly and adjusted to reflect the impact of settlement negotiations, judicial and administrative rulings, advice of legal counsel and other information and events pertaining to a particular case. | ||||||||||||||||||||||||||||||||
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." | ||||||||||||||||||||||||||||||||
Creekside Hospice Investigation | ||||||||||||||||||||||||||||||||
On August 2, 2013, the United States Attorney for the District of Nevada and the Civil Division of the U.S. Department of Justice (collectively, the “DOJ”) informed the Company that its Civil Division was 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. Those laws could have included the federal False Claims Act ("FCA") and the Nevada False Claims Act ("NFCA"). The FCA provides for civil and administrative fines and penalties, plus treble damages. The NFCA provides for similar fines and penalties, including treble damages. Violations of those federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. | ||||||||||||||||||||||||||||||||
On or about August 6, 2014, in relation to the investigation the DOJ filed a notice of intervention in two pending qui tam proceedings filed by private party relators under the FCA and the NFCA and advised that it intends to take over the actions and file an amended complaint within 90 days, asserting that certain claims for hospice services provided by Creekside in the time period 2010 to 2013 did not meet Medicare requirements for reimbursement and are in violation of the civil False Claims Act. The Company expects the DOJ to file its amended complaint in November 2014. The private party relators may attempt to continue to pursue any claims that the DOJ does not elect to pursue. The Company believes that False Claims Act remedies will be pursued for an unspecified amount, with a request to treble provable damages and impose penalties per proved false claim in the amount ranging from $5,500 to $11,500 per claim. Additionally, alternative remedies such as overpayment, mistake or unjust enrichment may be sought. | ||||||||||||||||||||||||||||||||
While the Company denies the allegations and will defend this action, including any portion of the action that the private party relators may continue to pursue, the Company has accrued $6.0 million as a contingent liability in connection with the matter. However, it could ultimately cost more than that amount to settle or otherwise resolve the matter(s), including to satisfy any judgment that might be rendered against the Company or Creekside if the litigation defense were ultimately unsuccessful. | ||||||||||||||||||||||||||||||||
Humboldt County Litigation | ||||||||||||||||||||||||||||||||
In connection with the September 2010 settlement of 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 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 any Defendants who violated the injunction. 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 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 whether under the aforementioned legal theories or otherwise. | ||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||
Stockholder Litigation Regarding Pending Genesis HealthCare Combination | ||||||||||||||||||||||||||||||||
As discussed more fully in Note 13, on August 18 2014, Skilled entered into the Purchase Agreement with FC-GEN Operations Investment, LLC ("Genesis") pursuant to which the businesses and operations of Skilled and Genesis will be combined (the "Combination"). Skilled, the Skilled board of directors, Onex Corporation ("Onex"), Genesis and Genesis HealthCare LLC ("Genesis HealthCare") are named as defendants in two purported class action lawsuits files in the Court of Chancery of the State of Delaware on September 5, 2014 and September 15, 2014, respectively, brought by individuals who claim to be stockholders of Skilled. The stockholder actions allege, among other things, that the board of directors and Onex breached fiduciary duties purportedly owed to Skilled's stockholders and that the remaining defendants aided and abetted in that breach. The complaint sees to enjoin the defendants from completing the Combination on the agreed-upon terms or, in the event that the Combination is consummated, to recover damages resulting from defendants' alleged wrongful conduct. | ||||||||||||||||||||||||||||||||
Skilled, the Skilled board of directors and Genesis believe that the claims in these actions are without merit and intend to defend against them vigorously. | ||||||||||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||||||||
The Company maintains various insurance and self insurance for property and casualty including workers' compensation and general and professional liability. The Company believes that its insurance programs are adequate and appropriate, and where there has not been a direct transfer of risk to the insurance carrier, the Company recognizes a liability in the consolidated financial statements. | ||||||||||||||||||||||||||||||||
Workers' Compensation. The Company has maintained workers' compensation insurance where statutorily required. The commercial workers' compensation insurance purchased is loss sensitive in nature. As a result, the Company is responsible for adverse loss development. The Company self-insures the first unaggregated $1.0 million per workers' compensation claim for all operations. The Company has elected not to carry workers' compensation insurance in Texas as a qualified non-subscriber and may be liable for negligence claims that are asserted against it by its Texas-based employees. The Company recognizes a liability in its 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 insurance company based on actuarially determined estimates. | ||||||||||||||||||||||||||||||||
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 harm. The Company is subject to malpractice and similar claims and other litigation in the ordinary course of business. | ||||||||||||||||||||||||||||||||
The Company purchases excess liability policies for claims in excess of its unaggregated self insured retention for all businesses. The Company also self-insures professional liability claims through its wholly-owned insurance company. | ||||||||||||||||||||||||||||||||
The Company's Hospice and home health businesses are insured under a separate general and professional liability insurance policy. The excess liability coverage 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. | ||||||||||||||||||||||||||||||||
Actuarial Analysis. Changes in actuarial estimates are reviewed on a quarterly basis for both general and professional liability and Employee Medical Insurance claims and semi-annually for workers compensation claims. Variances in expected ultimate liabilities are recognized accordingly. | ||||||||||||||||||||||||||||||||
A summary of the liabilities related to insurance risks are as follows (dollars in thousands): | ||||||||||||||||||||||||||||||||
As of September 30, 2014: | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,436 | (1) | $ | 1,859 | (2) | $ | 6,713 | (2) | $ | 16,008 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 13,657 | — | 14,418 | 28,075 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 21,093 | $ | 1,859 | $ | 21,131 | $ | 44,083 | $ | 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 and nine months ended September 30, 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. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||
Sep. 30, 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 (loss). The Company's other comprehensive (loss) 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 (loss) are included in the accompanying condensed consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
2007 Incentive Award Plan | |||||||||||||
During the nine months ended September 30, 2014, the Company granted performance stock awards covering 512,475 shares of common stock. Each of the stock awards is subject to market-based vesting criteria. In order for the shares to vest, the Company must attain various average stock prices, each over a thirty-day period. There were no such market-based awards issued in the nine months ended September 30, 2013. | |||||||||||||
During the nine months ended September 30, 2014, the following occurred with respect to restricted stock awards, restricted stock units, and performance stock awards 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 | 946 | 4.86 | |||||||||||
Vested | (326 | ) | 4.55 | ||||||||||
Forfeited | (603 | ) | 5.43 | ||||||||||
Non-vested balance at September 30, 2014 | 2,273 | $ | 6.3 | ||||||||||
As of September 30, 2014, there was approximately $4.8 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 1.6 years as of September 30, 2014. The total fair value of shares vested during the period ended September 30, 2014 was $1.2 million. | |||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 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 | (160,548 | ) | $ | 5.91 | |||||||||
Forfeited or cancelled | (200,429 | ) | $ | 9.76 | |||||||||
Outstanding at September 30, 2014 | 433,668 | $ | 8.95 | 4.77 | $ | — | |||||||
Fully vested and expected to vest at September 30, 2014 | 432,862 | $ | 8.95 | 4.77 | $ | — | |||||||
Exercisable at September 30, 2014 | 413,145 | $ | 9 | 4.65 | $ | — | |||||||
As of September 30, 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 1.2 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. | |||||||||||||
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 $0.6 million and $0.3 million for the three months ended September 30, 2014 and 2013, respectively. The amount of compensation included in general and administrative expense was $1.8 million and $1.1 million for the nine months ended September 30, 2014 and 2013, respectively. The amount of compensation included in cost of services was $0.4 million and $0.3 million for the three months ended September 30, 2014 and 2013, respectively. The amount of compensation included in cost of services was $0.6 million and $1.1 million for the nine months ended September 30, 2014 and 2013. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 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 September 30, 2014 (dollars in thousands) and December 31, 2013: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | — | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Trading securities | $ | — | $ | 9,060 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 836 | $ | — | $ | — | $ | 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 trading securities, which are included in restricted assets in the Company's consolidated September 30, 2014 condensed balance sheet. The unrealized holding gain included in (loss) income on the Company's trading securities was negligible for the three and nine months ended September 30, 2014 and 2013. | ||||||||||||||||||||||||
On October 24, 2011, a wholly-owned subsidiary 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 September 30, 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. | ||||||||||||||||||||||||
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 September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | (100 | ) | ||||||||||||||||||||||
Payout | (800 | ) | ||||||||||||||||||||||
Value at September 30, 2014 | $ | 836 | ||||||||||||||||||||||
Long Term Debt | ||||||||||||||||||||||||
At September 30, 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 $407.8 million and $419.1 million at September 30, 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 | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
The Company’s long-term debt is summarized as follows (dollars in thousands): | ||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||
Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at September 30, 2014 and LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at 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 | (838 | ) | (1,254 | ) | ||||
Revolving Credit Facility due April 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at December 31, 2013 | — | 11,000 | ||||||
Revolving Credit Facility due April 2016, interest rate comprised of LIBOR plus 5.50%, or 5.74%, at September 30, 2014 | 6,090 | — | ||||||
Revolving Credit Facility due April 2015, interest rate comprised of LIBOR plus 4.50%, or 4.74%, at September 30, 2014 and December 31, 2013 | 3,910 | 7,057 | ||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | 86,339 | 87,314 | ||||||
Term Loan, due December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 60,761 | 62,000 | ||||||
Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | 4,165 | 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 | 833 | 959 | ||||||
Insurance premiums financed | 2,604 | 2,990 | ||||||
Other | — | 106 | ||||||
Total long-term debt | 407,817 | 419,125 | ||||||
Less amounts due within one year | (13,173 | ) | (7,630 | ) | ||||
Long-term debt, less current portion | $ | 394,644 | $ | 411,495 | ||||
Term Loan and Revolving Credit Facility | ||||||||
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 credit facility to extend the maturity date of all or a portion of the revolving credit facility. The credit arrangements provided under the Restated Credit Agreement are collectively referred to herein as the Company's senior secured credit facility. | ||||||||
In connection with the June 2013 modification, the Company paid fees totaling $2.5 million, of which $1.1 million was recorded as debt modification costs in the consolidated statement of operations, and $1.4 million was recorded as other assets in the consolidated balance sheet. Substantially all of the Company's assets, except those skilled nursing facilities securing the HUD and MidCap mortgage loans, 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. The senior secured term loan matures on April 9, 2016. | ||||||||
On June 23, 2014, the Company entered into an Amendment No. 2 and Loan Modification Agreement ("Amendment No. 2") to our Fourth Amended and Restated Credit Agreement dated April 12, 2012, as previously amended on June 6, 2013. Amendment No. 2 increased the maximum leverage ratio to 5.25 and decreased the fixed charge coverage ratio to 1.85, both up to but not including June 30, 2015. Amendment No. 2 increased the interest rate by 0.25% to the London Interbank Offered Rate ("LIBOR") (subject to a floor of 1.50%) plus a margin of 5.50 or the prime rate (subject to a floor of 2.50%) plus a margin of 4.50%. Amendment No. 2 extended the maturity date of the revolving credit facility to April 9, 2016 and reduced the commitments of any extending revolving lenders by 25%. After giving effect to Amendment No. 2, the extended revolving credit facility commitments are $50.6 million and the non-extended revolving credit facility commitments are $32.5 million, for a total capacity of $83.1 million. The capacity of the revolving credit facility will decrease to $50.6 million on April 9, 2015 until its maturity. Lenders that take an assignment of non-extended commitments may subsequently agree to extend those commitments in accordance with Amendment No. 2. Amendment No. 2 also modified the interest rate for the extended revolving credit commitments to be, at the Company’s option, LIBOR plus a margin between 5.25% and 5.50% (based upon consolidated leverage) or the prime rate plus a margin between 4.25% and 4.50% (based upon consolidated leverage). The interest rates on the non-extended revolving credit facility commitments remain, at the Company’s option, at LIBOR plus a margin of between 4.25% and 4.50% (based upon consolidated leverage) or the prime rate plus a margin between 3.25% and 3.50% (based upon consolidated leverage). In connection with the June 2014 modification, the Company paid fees totaling $2.0 million of which $0.8 million were recorded as debt modification costs in the condensed consolidated statements of operations, and $1.2 million was recorded as other assets in the condensed consolidated balance sheet. | ||||||||
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. Due to the principal reductions made in 2013 made in association with the HUD insured financings, no amortization payments are due until December 2014, at which time the quarterly principal payments due will be $1.6 million. 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 step-downs to 50% and 25% based on consolidated leverage. The Company has 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. | ||||||||
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 September 30, 2014. As of September 30, 2014, the fixed charge coverage ratio was 2.38, which compares to a minimum requirement of 1.85 and the leverage ratio was 4.42, as compared to an allowed maximum of 5.25. | ||||||||
HUD Insured Loans and Other Mortgage Loans | ||||||||
In 2013, the Company 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 of the Company's skilled nursing facilities. The HUD insured loans have an average all in interest rate of approximately 5.3% and an amortization term of 30 to 35 years. As of September 30, 2014 the HUD insured loans have a combined aggregate principal balance of $86.3 million. | ||||||||
Accordingly, as of September 30, 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 4.2%. 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 September 30, 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 September 30, 2014, the Company has escrow reserve funds of $1.8 million with the loan servicer that are reported within other current assets, and replacement reserve funds of $3.3 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 September 30, 2014 the Company has 10 additional skilled nursing facilities securing a $60.8 million mortgage loan and a $4.2 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 September 30, 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 | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||
Investment in Joint Venture | ' | ||||||||||||||||
Investment in Joint Venture | |||||||||||||||||
Since 1996, the Company has held 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 September 30, 2014 and December 31, 2013 of $4.4 million and $5.6 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 September 30, 2014: | |||||||||||||||||
Statement of Earnings | |||||||||||||||||
(In thousands) | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Sales, Net | $ | 5,045 | $ | 4,209 | $ | 11,127 | $ | 11,150 | |||||||||
Gross Profit | 809 | 1,243 | 2,248 | 3,377 | |||||||||||||
Net Income | $ | 1,068 | $ | 933 | $ | 1,870 | $ | 2,496 | |||||||||
Balance Sheet | |||||||||||||||||
(In thousands) | |||||||||||||||||
30-Sep-14 | December 31, 2013 | ||||||||||||||||
Current Assets | $ | 3,262 | $ | 3,518 | |||||||||||||
Non-Current Assets | 1,188 | 1,078 | |||||||||||||||
Current Liabilities | 125 | 96 | |||||||||||||||
Non-Current Liabilities | $ | — | $ | — | |||||||||||||
Proposed_Combination_with_Gene
Proposed Combination with Genesis (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
Proposed Combination with Genesis | ' |
On August 18, 2014, Skilled entered into the Purchase Agreement with Genesis pursuant to which the businesses and operations of Skilled and Genesis will be combined. Immediately following the consummation of the transactions contemplated by the Purchase Agreement, the common stock, par value $0.001 per share (the "Company Common Stock"), and options to purchase shares of Company Common Stock, which will remain outstanding, will represent 25.75% of the equity of the combined entity and the holders of equity interests of Genesis, Healthcare REIT, Inc., a Delaware corporation, and the participants under the management incentive compensation plan of Genesis will hold 74.25% of the equity of the combined entity, calculated on a fully diluted, as-exchanged and as-converted basis. The Skilled board of directors has unanimously approved the Purchase Agreement and the consummation of the transactions and agreements contemplated thereby. Following the execution and delivery of the Purchase Agreement, the Onex Group (as defined in the Purchase Agreement) executed and delivered a written consent (the “Written Consent”) on August 18, 2014, adopting and approving in all respects the Purchase Agreement and the transactions and agreements contemplated thereby. | |
The consummation of the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of certain closing conditions, including, without limitation, (i) the approval and adoption by Skilled’s stockholders of the Purchase Agreement and the transactions contemplated thereby, which approval was obtained following the execution and delivery of the Purchase Agreement by the Written Consent from the Onex Group, (ii) expiration or termination of the waiting period under the Hard-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which occurred on September 16, 2014, and any other competition, merger control, antitrust or similar law, (iii) delivery of an information statement to Skilled’s stockholders with respect to the Purchase Agreement and the transactions contemplated thereby, (iv) absence of a Company Material Adverse Effect or a Genesis Material Adverse Effect (each, as defined in the Purchase Agreement), (v) absence of certain orders or regulations prohibiting the consummation of the transactions contemplated by the Purchase Agreement, and (vi) the approval or consent of certain governmental authorities with respect to the transactions contemplated by the Purchase Agreement. | |
Skilled currently anticipates that the Combination will be completed in the first quarter of 2015. However, there can be no assurance that the Combination will be completed at all or, if completed, that it will be completed in the first quarter of 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying condensed consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 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, governmental investigation, 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. | |
The Company is participating in the recently established Upper Payment Limit (UPL) supplemental payment program in the state of Texas that provides supplemental Medicaid payments for skilled nursing facilities that are licensed to non-state government entities such as county hospital districts. Company subsidiaries previously operating twenty Company-owned Texas skilled nursing facilities entered into transactions with such hospital districts providing for the transfer of the licenses for the twenty of the Company-owned Texas skilled nursing facilities to the hospital districts, and providing further for the Company’s operating subsidiaries to retain the management of those facilities on behalf of the hospital districts, which are all participating in the UPL program. Each affected Operating subsidiary therefore retains operations of its skilled nursing facility and each agreement between the hospital district and the Company subsidiary is terminable by either party to fully restore the prior license status. The Company may add an additional nursing center sometime during the remainder of 2014. | |
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 refund to and recoupment by Medicare. For the three months ended September 30, 2014 and 2013, the Company recorded hospice Medicare cap reserves of $1.2 million and $0.5 million, respectively, as adjustments to revenue. Of the $1.2 million recorded in the three months ended September 30, 2014, $1.4 million was related to the 2014 cap year and reversal of $0.2 million was related to the 2013 cap year. Of the $0.5 million recorded in the three months ended September 30, 2013, $0.2 million was related to the 2013 cap year and $0.3 million was related to the 2012 cap year. For the nine months ended September 30, 2014 and 2013, the Company recorded hospice Medicare cap reserves of $2.1 million and $3.4 million, respectively, as adjustments to revenue. Of the $2.1 million recorded in the nine months ended September 30, 2014, $2.0 million was related to the 2014 cap year and $0.1 million was related to the 2013 cap year. Of the $3.4 million recorded in the nine months ended September 30, 2013, $0.9 million was related to the 2013 cap year, $2.3 million was related to the 2012 cap year, and $0.2 million was related to the 2011 cap year. | |
Notes Receivable | ' |
Notes Receivable | |
As of September 30, 2014 and December 31, 2013, net notes receivable were approximately $3.6 million and $2.0 million, respectively, of which $1.5 million was reflected as current assets as of September 30, 2014 and December 31, 2013, respectively, 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 September 30, 2014, two customers of the Company's rehabilitation therapy services business were responsible for 100% of the net notes receivable balance. The notes receivable, as well as the receivables from these customers, are secured by the assets of the customers as well as personal guaranties by the principal owners of the customers. Additionally, the customers represented $6.4 million, or 35.9% of the net accounts receivable for the Company's rehabilitation therapy services business and approximately $28.5 million, or 41.8%, of the external revenue of the rehabilitation therapy services business for the nine months ended September 30, 2014. | |
At September 30, 2014, there was no note receivable reserve balance. | |
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 requires an entity to report disposed components or components held-for-sale in discontinued operations if such components represent a strategic shift that has 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 periods beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, ("ASU 2014-08"). This ASU requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the guidance provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The ASU is effective beginning in the first quarter of our fiscal year 2017. Early adoption is not permitted. The Company is currently evaluating the impact to the consolidated financial statements. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 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 September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net operating revenues | $ | — | $ | 3,701 | $ | — | $ | 11,018 | ||||||||
Operating expenses | — | 3,923 | — | 12,103 | ||||||||||||
Loss from discontinued operations | — | (222 | ) | — | (1,085 | ) | ||||||||||
Income tax benefit | — | (86 | ) | — | (420 | ) | ||||||||||
Loss from discontinued operations | $ | — | $ | (136 | ) | $ | — | $ | (665 | ) | ||||||
Income_Per_Share_Tables
Income Per Share (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 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 (loss) income per share of Class A common stock and Class B common stock for the three and nine months ended September 30, 2014 and September 30, 2013 (amounts in thousands, except per share data): | ||||||||||||||||||||||||||||||||||||||||||||||||
Three months ended September 30, 2014 | Three months ended September 30, 2013 | Nine months ended September 30, 2014 | Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | |||||||||||||||||||||||||||||||||||||
Net income (loss) per share, basic | ||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of income (loss) from continuing operations | $ | 382 | $ | 261 | $ | 643 | $ | (6,991 | ) | $ | (4,948 | ) | $ | (11,939 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (3,993 | ) | $ | (2,824 | ) | $ | (6,817 | ) | |||||||||||||||
Allocation of loss from discontinued operations | — | — | — | (80 | ) | (56 | ) | (136 | ) | — | — | — | (389 | ) | (276 | ) | (665 | ) | ||||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | 382 | $ | 261 | $ | 643 | $ | (7,071 | ) | $ | (5,004 | ) | $ | (12,075 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (4,382 | ) | $ | (3,100 | ) | $ | (7,482 | ) | |||||||||||||||
Net income (loss) per share, diluted | ||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of income (loss) from continuing operations | $ | 384 | $ | 259 | $ | 643 | $ | (6,991 | ) | $ | (4,948 | ) | $ | (11,939 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (3,993 | ) | $ | (2,824 | ) | $ | (6,817 | ) | |||||||||||||||
Allocation of loss from discontinued operations | — | — | — | (80 | ) | (56 | ) | (136 | ) | — | — | — | (389 | ) | (276 | ) | $ | (665 | ) | |||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | 384 | $ | 259 | $ | 643 | $ | (7,071 | ) | $ | (5,004 | ) | $ | (12,075 | ) | $ | (500 | ) | $ | (343 | ) | $ | (843 | ) | $ | (4,382 | ) | $ | (3,100 | ) | $ | (7,482 | ) | |||||||||||||||
Denominator for basic and diluted income (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average common shares outstanding, basic | 22,695 | 15,512 | 38,207 | 21,959 | 15,540 | 37,499 | 22,580 | 15,513 | 38,093 | 22,003 | 15,564 | 37,567 | ||||||||||||||||||||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 256 | — | 256 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,951 | 15,512 | 38,463 | 21,959 | 15,540 | 37,499 | 22,580 | 15,513 | 38,093 | 22,003 | 15,564 | 37,567 | ||||||||||||||||||||||||||||||||||||
Earnings (loss) per share, basic: | ||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.18 | ) | $ | (0.18 | ) | $ | (0.18 | ) | |||||||||||||||
Loss per share from discontinued operations | — | — | — | — | — | — | — | — | — | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) per share | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.20 | ) | $ | (0.20 | ) | $ | (0.20 | ) | |||||||||||||||
Earnings (loss) per share, diluted: | ||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.18 | ) | $ | (0.18 | ) | $ | (0.18 | ) | |||||||||||||||
Loss per share from discontinued operations | — | — | — | — | — | — | — | — | — | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) per share | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.32 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.20 | ) | $ | (0.20 | ) | $ | (0.20 | ) | |||||||||||||||
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 and nine months ended September 30, 2014 and 2013, as their inclusion would have been anti-dilutive (shares in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||||||||||
Options to purchase common shares | 205 | 807 | 363 | 807 | ||||||||||||||||||||||||||||||||||||||||||||
Non-vested common shares | 123 | 528 | 175 | 536 | ||||||||||||||||||||||||||||||||||||||||||||
Total excluded | 328 | 1,335 | 538 | 1,343 | ||||||||||||||||||||||||||||||||||||||||||||
Business_Segments_Tables
Business Segments (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 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 September 30, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 165,555 | $ | 22,093 | $ | 20,163 | $ | — | $ | — | $ | 207,811 | ||||||||||||
Leased facility revenue | 807 | — | — | — | — | 807 | ||||||||||||||||||
Intersegment revenue | 595 | 14,135 | — | — | (14,730 | ) | — | |||||||||||||||||
Total revenue | $ | 166,957 | $ | 36,228 | $ | 20,163 | $ | — | $ | (14,730 | ) | $ | 208,618 | |||||||||||
Operating income (loss) | $ | 15,936 | $ | 3,617 | $ | 1,190 | $ | (12,935 | ) | $ | — | $ | 7,808 | |||||||||||
Interest expense, net of interest income | (7,836 | ) | ||||||||||||||||||||||
Other income | (26 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 568 | |||||||||||||||||||||||
Debt modification/retirement costs | (21 | ) | ||||||||||||||||||||||
Income from continuing operations before benefit from income taxes | $ | 493 | ||||||||||||||||||||||
Depreciation and amortization | $ | 5,579 | $ | 164 | $ | 222 | $ | 155 | $ | — | $ | 6,120 | ||||||||||||
Segment capital expenditures | $ | 2,386 | $ | 26 | $ | 15 | $ | 556 | $ | — | $ | 2,983 | ||||||||||||
Adjusted EBITDA | $ | 22,307 | $ | 3,851 | $ | 1,752 | $ | (6,122 | ) | $ | — | $ | 21,788 | |||||||||||
Adjusted EBITDAR | $ | 26,996 | $ | 3,851 | $ | 2,209 | $ | (6,122 | ) | $ | — | $ | 26,934 | |||||||||||
Three months ended September 30, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 157,506 | $ | 25,313 | $ | 25,138 | $ | — | $ | — | $ | 207,957 | ||||||||||||
Leased facility revenue | 787 | — | — | — | — | 787 | ||||||||||||||||||
Intersegment revenue | 598 | 13,888 | — | — | (14,486 | ) | — | |||||||||||||||||
Total revenue | $ | 158,891 | $ | 39,201 | $ | 25,138 | $ | — | $ | (14,486 | ) | $ | 208,744 | |||||||||||
Operating (loss) income | $ | 11,820 | $ | 2,740 | $ | (16,524 | ) | $ | (6,645 | ) | $ | — | $ | (8,609 | ) | |||||||||
Interest expense, net of interest income | (8,681 | ) | ||||||||||||||||||||||
Other expense | (49 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 508 | |||||||||||||||||||||||
Debt modification/retirement costs | (432 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (17,263 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 5,439 | $ | 170 | $ | 136 | $ | 155 | $ | — | $ | 5,900 | ||||||||||||
Segment capital expenditures | $ | 3,323 | $ | 18 | $ | 579 | $ | 76 | $ | — | $ | 3,996 | ||||||||||||
Adjusted EBITDA | $ | 17,352 | $ | 3,335 | $ | 3,007 | $ | (5,267 | ) | $ | — | $ | 18,427 | |||||||||||
Adjusted EBITDAR | $ | 21,700 | $ | 3,335 | $ | 3,465 | $ | (5,267 | ) | $ | — | $ | 23,233 | |||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 488,405 | $ | 68,236 | $ | 63,856 | $ | — | $ | — | $ | 620,496 | ||||||||||||
Leased facility revenue | 2,401 | — | — | — | — | 2,401 | ||||||||||||||||||
Intersegment revenue | 1,549 | 42,037 | — | — | (43,586 | ) | — | |||||||||||||||||
Total revenue | $ | 492,355 | $ | 110,273 | $ | 63,856 | $ | — | $ | (43,586 | ) | $ | 622,897 | |||||||||||
Operating income (loss) | $ | 39,857 | $ | 10,814 | $ | (2,019 | ) | $ | (26,570 | ) | $ | — | $ | 22,082 | ||||||||||
Interest expense, net of interest income | (23,475 | ) | ||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Other income | 34 | |||||||||||||||||||||||
Equity in earnings of joint venture | 1,206 | |||||||||||||||||||||||
Debt modification/retirement costs | (843 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (996 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 16,640 | $ | 498 | $ | 683 | $ | 419 | $ | — | $ | 18,240 | ||||||||||||
Segment capital expenditures | $ | 7,692 | $ | 80 | $ | 122 | $ | 1,349 | $ | — | $ | 9,243 | ||||||||||||
Adjusted EBITDA | $ | 58,271 | $ | 11,381 | $ | 5,616 | $ | (17,350 | ) | $ | — | $ | 57,918 | |||||||||||
Adjusted EBITDAR | $ | 71,732 | $ | 11,381 | $ | 6,997 | $ | (17,350 | ) | $ | — | $ | 72,760 | |||||||||||
Nine months ended September 30, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 476,115 | $ | 79,057 | 76,488 | $ | — | $ | — | $ | 631,660 | |||||||||||||
Leased facility revenue | 2,335 | — | — | — | — | 2,335 | ||||||||||||||||||
Intersegment revenue | 1,791 | 43,079 | — | — | (44,870 | ) | — | |||||||||||||||||
Total revenue | $ | 480,241 | $ | 122,136 | 76,488 | $ | — | $ | (44,870 | ) | $ | 633,995 | ||||||||||||
Operating income (loss) | $ | 37,110 | $ | 8,399 | (9,943 | ) | $ | (20,295 | ) | $ | — | $ | 15,271 | |||||||||||
Interest expense, net of interest income | (25,866 | ) | ||||||||||||||||||||||
Other expense | (111 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 1,469 | |||||||||||||||||||||||
Debt modification/retirement costs | (1,520 | ) | ||||||||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (10,757 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 16,241 | $ | 520 | $ | 426 | $ | 513 | $ | — | $ | 17,700 | ||||||||||||
Segment capital expenditures | $ | 8,885 | $ | 111 | $ | 792 | $ | 189 | $ | — | $ | 9,977 | ||||||||||||
Adjusted EBITDA | $ | 54,339 | $ | 9,345 | $ | 8,226 | $ | (16,123 | ) | $ | — | $ | 55,787 | |||||||||||
Adjusted EBITDAR | $ | 67,123 | $ | 9,345 | $ | 9,602 | $ | (16,123 | ) | $ | — | $ | 69,947 | |||||||||||
Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net Income | ' | |||||||||||||||||||||||
A reconciliation of Adjusted EBITDA and Adjusted EBITDAR to net (loss) income is as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Adjusted EBITDAR | $ | 26,934 | $ | 23,233 | $ | 72,760 | $ | 69,947 | ||||||||||||||||
Rent cost of revenue | (5,146 | ) | (4,806 | ) | (14,842 | ) | (14,160 | ) | ||||||||||||||||
Adjusted EBITDA | 21,788 | 18,427 | 57,918 | 55,787 | ||||||||||||||||||||
Depreciation and amortization | (6,120 | ) | (5,900 | ) | (18,240 | ) | (17,700 | ) | ||||||||||||||||
Interest expense | (8,009 | ) | (8,744 | ) | (23,993 | ) | (26,153 | ) | ||||||||||||||||
Interest income | 173 | 63 | 518 | 287 | ||||||||||||||||||||
Change in fair value of contingent consideration | (7 | ) | (79 | ) | 100 | 2,082 | ||||||||||||||||||
Organization restructure costs | (359 | ) | (457 | ) | (1,430 | ) | (2,006 | ) | ||||||||||||||||
Exit costs related to divested facilities | (57 | ) | — | (397 | ) | — | ||||||||||||||||||
Losses at skilled nursing facility not at full operation | (450 | ) | — | (583 | ) | — | ||||||||||||||||||
Governmental investigation expense | — | — | (6,000 | ) | — | |||||||||||||||||||
Legal expense for non-routine matters | (616 | ) | (416 | ) | (1,590 | ) | (1,809 | ) | ||||||||||||||||
Merger related expense | (5,761 | ) | (306 | ) | (6,306 | ) | (306 | ) | ||||||||||||||||
Debt modification/retirement costs | (21 | ) | (432 | ) | (843 | ) | (1,520 | ) | ||||||||||||||||
Impairment of long-lived assets | — | (19,000 | ) | (82 | ) | (19,000 | ) | |||||||||||||||||
Closure of California home health agency | — | (419 | ) | — | (419 | ) | ||||||||||||||||||
Loss on disposal of asset | (68 | ) | — | (68 | ) | — | ||||||||||||||||||
Discontinued operations, net of taxes | — | (136 | ) | — | (665 | ) | ||||||||||||||||||
Benefit from income taxes | 150 | 5,324 | 153 | 3,940 | ||||||||||||||||||||
Net income (loss) | $ | 643 | $ | (12,075 | ) | $ | (843 | ) | $ | (7,482 | ) | |||||||||||||
Schedule of Total Assets, Goodwill, and Intangibles, by Segment | ' | |||||||||||||||||||||||
The following table presents the segment assets as of September 30, 2014 compared to December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||
Care Services | ||||||||||||||||||||||||
September 30, 2014: | ||||||||||||||||||||||||
Segment total assets | $ | 457,225 | $ | 47,173 | $ | 77,414 | $ | 68,085 | $ | 649,897 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,102 | $ | 23,693 | $ | 62,607 | $ | — | $ | 87,402 | ||||||||||||||
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) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property and equipment consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Land and land improvements | $ | 62,236 | $ | 62,370 | ||||
Buildings and leasehold improvements | 325,095 | 320,923 | ||||||
Furniture and equipment | 94,185 | 87,392 | ||||||
Construction in progress | 6,866 | 8,621 | ||||||
488,382 | 479,306 | |||||||
Less accumulated depreciation | (155,097 | ) | (137,484 | ) | ||||
$ | 333,285 | $ | 341,822 | |||||
Leased Facility Assets | ' | |||||||
Leased facility assets consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,791 | ) | (4,432 | ) | ||||
$ | 9,057 | $ | 9,416 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 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 September 30, 2014: | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,436 | (1) | $ | 1,859 | (2) | $ | 6,713 | (2) | $ | 16,008 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 13,657 | — | 14,418 | 28,075 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 21,093 | $ | 1,859 | $ | 21,131 | $ | 44,083 | $ | 20,990 | $ | 2,446 | $ | 19,950 | $ | 43,386 | |||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Share-based Compensation, Restricted Stock Activity | ' | ||||||||||||
During the nine months ended September 30, 2014, the following occurred with respect to restricted stock awards, restricted stock units, and performance stock awards 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 | 946 | 4.86 | |||||||||||
Vested | (326 | ) | 4.55 | ||||||||||
Forfeited | (603 | ) | 5.43 | ||||||||||
Non-vested balance at September 30, 2014 | 2,273 | $ | 6.3 | ||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 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 | (160,548 | ) | $ | 5.91 | |||||||||
Forfeited or cancelled | (200,429 | ) | $ | 9.76 | |||||||||
Outstanding at September 30, 2014 | 433,668 | $ | 8.95 | 4.77 | $ | — | |||||||
Fully vested and expected to vest at September 30, 2014 | 432,862 | $ | 8.95 | 4.77 | $ | — | |||||||
Exercisable at September 30, 2014 | 413,145 | $ | 9 | 4.65 | $ | — | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 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 September 30, 2014 (dollars in thousands) and December 31, 2013: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | — | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Trading securities | $ | — | $ | 9,060 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 836 | $ | — | $ | — | $ | 1,736 | ||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||||||||||
Below is a table listing the Level 3 rollforward as of September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | (100 | ) | ||||||||||||||||||||||
Payout | (800 | ) | ||||||||||||||||||||||
Value at September 30, 2014 | $ | 836 | ||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
The Company’s long-term debt is summarized as follows (dollars in thousands): | ||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||
Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at September 30, 2014 and LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at 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 | (838 | ) | (1,254 | ) | ||||
Revolving Credit Facility due April 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at December 31, 2013 | — | 11,000 | ||||||
Revolving Credit Facility due April 2016, interest rate comprised of LIBOR plus 5.50%, or 5.74%, at September 30, 2014 | 6,090 | — | ||||||
Revolving Credit Facility due April 2015, interest rate comprised of LIBOR plus 4.50%, or 4.74%, at September 30, 2014 and December 31, 2013 | 3,910 | 7,057 | ||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | 86,339 | 87,314 | ||||||
Term Loan, due December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 60,761 | 62,000 | ||||||
Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | 4,165 | 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 | 833 | 959 | ||||||
Insurance premiums financed | 2,604 | 2,990 | ||||||
Other | — | 106 | ||||||
Total long-term debt | 407,817 | 419,125 | ||||||
Less amounts due within one year | (13,173 | ) | (7,630 | ) | ||||
Long-term debt, less current portion | $ | 394,644 | $ | 411,495 | ||||
Investment_in_Joint_Venture_Ta
Investment in Joint Venture (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 September 30, 2014: | |||||||||||||||||
Statement of Earnings | |||||||||||||||||
(In thousands) | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Sales, Net | $ | 5,045 | $ | 4,209 | $ | 11,127 | $ | 11,150 | |||||||||
Gross Profit | 809 | 1,243 | 2,248 | 3,377 | |||||||||||||
Net Income | $ | 1,068 | $ | 933 | $ | 1,870 | $ | 2,496 | |||||||||
Balance Sheet | |||||||||||||||||
(In thousands) | |||||||||||||||||
30-Sep-14 | December 31, 2013 | ||||||||||||||||
Current Assets | $ | 3,262 | $ | 3,518 | |||||||||||||
Non-Current Assets | 1,188 | 1,078 | |||||||||||||||
Current Liabilities | 125 | 96 | |||||||||||||||
Non-Current Liabilities | $ | — | $ | — | |||||||||||||
Description_of_Business_Detail
Description of Business (Details) | Sep. 30, 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 | 73 |
Number of assisted living facility | 22 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Net operating revenues | $0 | $3,701 | $0 | $11,018 |
Operating expenses | 0 | 3,923 | 0 | 12,103 |
Loss from discontinued operations | 0 | -222 | 0 | -1,085 |
Income tax benefit | 0 | -86 | 0 | -420 |
Loss from discontinued operations | $0 | ($136) | $0 | ($665) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Notes Receivable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Therapy Services | Therapy Services | Therapy Services | |||
Notes Receivable | Accounts Receivable | Sales Revenue, Services, Net | |||
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Financing receivable, net | $3,600,000 | $2,000,000 | ' | ' | ' |
Financing receivable, net, current | 1,500,000 | 1,500,000 | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | 100.00% | 35.90% | 41.80% |
Accounts receivable, net | ' | ' | ' | 6,400,000 | 28,500,000 |
Financing receivable, allowance for credit losses | $0 | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Revenue and Accounts Receivable (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Revenue cap adjustment | $1.20 | $0.50 | ' | ' | ' | $2.10 | $3.40 |
Revenue cap adjustment related to 2014 cap year | 1.4 | ' | ' | ' | ' | 2 | ' |
Revenue cap adjustment related to 2013 cap year | -0.2 | 0.2 | ' | ' | ' | 0.1 | 0.9 |
Revenue cap adjustment related to 2012 cap year | ' | ' | 0.3 | 2.3 | ' | ' | ' |
Revenue cap adjustment related to 2011 cap year | ' | ' | ' | ' | $0.20 | ' | ' |
Income_Per_Share_Details
Income Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net income (loss) per share, basic | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | $643 | ($11,939) | ($843) | ($6,817) |
Allocation of loss from discontinued operations | 0 | -136 | 0 | -665 |
Allocation of net income (loss) | 643 | -12,075 | -843 | -7,482 |
Net income (loss) per share, diluted | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | 643 | -11,939 | -843 | -6,817 |
Allocation of loss from discontinued operations | 0 | -136 | 0 | -665 |
Allocation of net income (loss) | 643 | -12,075 | -843 | -7,482 |
Denominator for basic and diluted income (loss) per share: | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 38,207 | 37,499 | 38,093 | 37,567 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 256 | 0 | 0 | 0 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 38,463 | 37,499 | 38,093 | 37,567 |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, basic (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, diluted (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Common Class A | ' | ' | ' | ' |
Net income (loss) per share, basic | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | 382 | -6,991 | -500 | -3,993 |
Allocation of loss from discontinued operations | 0 | -80 | 0 | -389 |
Allocation of net income (loss) | 382 | -7,071 | -500 | -4,382 |
Net income (loss) per share, diluted | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | 384 | -6,991 | -500 | -3,993 |
Allocation of loss from discontinued operations | 0 | -80 | 0 | -389 |
Allocation of net income (loss) | 384 | -7,071 | -500 | -4,382 |
Denominator for basic and diluted income (loss) per share: | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 22,695 | 21,959 | 22,580 | 22,003 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 256 | 0 | 0 | 0 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 22,951 | 21,959 | 22,580 | 22,003 |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, basic (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, diluted (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Common Class B | ' | ' | ' | ' |
Net income (loss) per share, basic | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | 261 | -4,948 | -343 | -2,824 |
Allocation of loss from discontinued operations | 0 | -56 | 0 | -276 |
Allocation of net income (loss) | 261 | -5,004 | -343 | -3,100 |
Net income (loss) per share, diluted | ' | ' | ' | ' |
Allocation of income (loss) from continuing operations | 259 | -4,948 | -343 | -2,824 |
Allocation of loss from discontinued operations | 0 | -56 | 0 | -276 |
Allocation of net income (loss) | $259 | ($5,004) | ($343) | ($3,100) |
Denominator for basic and diluted income (loss) per share: | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (in shares) | 15,512 | 15,540 | 15,513 | 15,564 |
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted-average common shares outstanding, diluted (in shares) | 15,512 | 15,540 | 15,513 | 15,564 |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, basic (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Earnings per common share from continuing operations (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.18) |
Loss per share from discontinued operations (usd per share) | $0 | $0 | $0 | ($0.02) |
Income (loss) per share, diluted (usd per share) | $0.02 | ($0.32) | ($0.02) | ($0.20) |
Schedule_of_Antidilutive_Secur
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Options to purchase common shares | 205 | 807 | 363 | 807 |
Non-vested common shares | 123 | 528 | 175 | 536 |
Total excluded | 328 | 1,335 | 538 | 1,343 |
Business_Segments_Segment_Info
Business Segments Segment Information (Details) | 3 Months Ended |
Sep. 30, 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 | 73 |
Number of assisted living facility | 22 |
Business_Segments_Segment_Repo
Business Segments Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | $207,811 | $207,957 | $620,496 | $631,660 |
Intersegment revenue | 208,618 | 208,744 | 622,897 | 633,995 |
Operating income (loss) | ' | ' | 22,082 | 15,271 |
Interest expense, net of interest income | -7,836 | -8,681 | -23,475 | -25,866 |
Other expense (income) | -26 | -49 | 34 | -111 |
Equity in earnings of joint venture | 568 | 508 | 1,206 | 1,469 |
Debt modification/retirement costs | -21 | ' | -843 | ' |
Debt modification/retirement costs | ' | -432 | ' | -1,520 |
Loss from continuing operations before benefit from income taxes | 493 | -17,263 | -996 | -10,757 |
Depreciation and amortization | 6,120 | 5,900 | 18,240 | 17,700 |
Segment capital expenditures | 2,983 | 3,996 | 9,243 | 9,977 |
Adjusted EBITDA | 21,788 | 18,427 | 57,918 | 55,787 |
Adjusted EBITDAR | 26,934 | 23,233 | 72,760 | 69,947 |
Long-Term Care Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ' | ' | 39,857 | 37,110 |
Depreciation and amortization | 5,579 | 5,439 | 16,640 | 16,241 |
Segment capital expenditures | 2,386 | 3,323 | 7,692 | 8,885 |
Adjusted EBITDA | 22,307 | 17,352 | 58,271 | 54,339 |
Adjusted EBITDAR | 26,996 | 21,700 | 71,732 | 67,123 |
Therapy Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ' | ' | 10,814 | 8,399 |
Depreciation and amortization | 164 | 170 | 498 | 520 |
Segment capital expenditures | 26 | 18 | 80 | 111 |
Adjusted EBITDA | 3,851 | 3,335 | 11,381 | 9,345 |
Adjusted EBITDAR | 3,851 | 3,335 | 11,381 | 9,345 |
Hospice and Home Health Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ' | ' | -2,019 | -9,943 |
Depreciation and amortization | 222 | 136 | 683 | 426 |
Segment capital expenditures | 15 | 579 | 122 | 792 |
Adjusted EBITDA | 1,752 | 3,007 | 5,616 | 8,226 |
Adjusted EBITDAR | 2,209 | 3,465 | 6,997 | 9,602 |
Other | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ' | ' | -26,570 | -20,295 |
Depreciation and amortization | 155 | 155 | 419 | 513 |
Segment capital expenditures | 556 | 76 | 1,349 | 189 |
Adjusted EBITDA | -6,122 | -5,267 | -17,350 | -16,123 |
Adjusted EBITDAR | -6,122 | -5,267 | -17,350 | -16,123 |
Elimination | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ' | ' | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Segment capital expenditures | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 0 | 0 | 0 | 0 |
Adjusted EBITDAR | 0 | 0 | 0 | 0 |
Operating Segments | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 207,811 | 207,957 | 620,496 | 631,660 |
Leased facility revenue | 807 | 787 | 2,401 | 2,335 |
Intersegment revenue | 208,618 | 208,744 | 622,897 | 633,995 |
Operating income (loss) | 7,808 | -8,609 | ' | ' |
Operating Segments | Long-Term Care Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 165,555 | 157,506 | 488,405 | 476,115 |
Leased facility revenue | 807 | 787 | 2,401 | 2,335 |
Intersegment revenue | 166,957 | 158,891 | 492,355 | 480,241 |
Operating income (loss) | 15,936 | 11,820 | ' | ' |
Operating Segments | Therapy Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 22,093 | 25,313 | 68,236 | 79,057 |
Leased facility revenue | 0 | 0 | 0 | 0 |
Intersegment revenue | 36,228 | 39,201 | 110,273 | 122,136 |
Operating income (loss) | 3,617 | 2,740 | ' | ' |
Operating Segments | Hospice and Home Health Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 20,163 | 25,138 | 63,856 | 76,488 |
Leased facility revenue | 0 | 0 | 0 | 0 |
Intersegment revenue | 20,163 | 25,138 | 63,856 | 76,488 |
Operating income (loss) | 1,190 | -16,524 | ' | ' |
Operating Segments | Other | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 0 | 0 | 0 | 0 |
Leased facility revenue | 0 | 0 | 0 | 0 |
Intersegment revenue | 0 | 0 | 0 | 0 |
Operating income (loss) | -12,935 | -6,645 | ' | ' |
Operating Segments | Elimination | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net patient service revenue from external customers | 0 | 0 | 0 | 0 |
Leased facility revenue | 0 | 0 | 0 | 0 |
Intersegment revenue | -14,730 | -14,486 | -43,586 | -44,870 |
Operating income (loss) | 0 | 0 | ' | ' |
Segment Reconciling Items | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | 0 | 0 | 0 | 0 |
Segment Reconciling Items | Long-Term Care Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | 595 | 598 | 1,549 | 1,791 |
Segment Reconciling Items | Therapy Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | 14,135 | 13,888 | 42,037 | 43,079 |
Segment Reconciling Items | Hospice and Home Health Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | 0 | 0 | 0 | 0 |
Segment Reconciling Items | Other | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | 0 | 0 | 0 | 0 |
Segment Reconciling Items | Elimination | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Intersegment revenue | ($14,730) | ($14,486) | ($43,586) | ($44,870) |
Business_Segments_Reconciliati
Business Segments Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting [Abstract] | ' | ' | ' | ' |
Adjusted EBITDAR | $26,934 | $23,233 | $72,760 | $69,947 |
Rent cost of revenue | -5,146 | -4,806 | -14,842 | -14,160 |
Adjusted EBITDA | 21,788 | 18,427 | 57,918 | 55,787 |
Depreciation and amortization | -6,120 | -5,900 | -18,240 | -17,700 |
Interest expense | -8,009 | -8,744 | -23,993 | -26,153 |
Interest income | -173 | -63 | -518 | -287 |
Change in fair value of contingent consideration | -7 | -79 | 100 | 2,082 |
Organization restructure costs | -359 | -457 | -1,430 | -2,006 |
Exit costs related to divested facilities | -57 | 0 | -397 | 0 |
Losses at skilled nursing facility not at full operation | -450 | 0 | -583 | 0 |
Governmental investigation expense | 0 | 0 | -6,000 | 0 |
Legal Fees | -616 | -416 | -1,590 | -1,809 |
Merger related expense | -5,761 | -306 | -6,306 | -306 |
Debt modification/retirement costs | -21 | -432 | -843 | -1,520 |
Impairment of long-lived assets | 0 | -19,000 | -82 | -19,000 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 0 | -419 | 0 | -419 |
Loss on disposal of asset | -68 | 0 | -68 | 0 |
Loss from discontinued operations, net of tax | 0 | -136 | 0 | -665 |
Benefit from income taxes | 150 | 5,324 | 153 | 3,940 |
Net (loss) income | $643 | ($12,075) | ($843) | ($7,482) |
Business_Segments_Reconciliati1
Business Segments Reconciliation of Assets by Segment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | $649,897 | $643,416 |
Goodwill and intangibles included in total assets | 87,402 | 87,872 |
Long-Term Care Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 457,225 | 445,987 |
Goodwill and intangibles included in total assets | 1,102 | 1,300 |
Therapy Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 47,173 | 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 | 77,414 | 80,290 |
Goodwill and intangibles included in total assets | 62,607 | 62,879 |
Other | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Segment total assets | 68,085 | 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 $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Land and land improvements | $62,236 | $62,370 |
Buildings and leasehold improvements | 325,095 | 320,923 |
Furniture and equipment | 94,185 | 87,392 |
Construction in progress | 6,866 | 8,621 |
Property, plant and equipment, gross | 488,382 | 479,306 |
Less accumulated depreciation | -155,097 | -137,484 |
Property, plant and equipment, net | $333,285 | $341,822 |
Property_and_Equipment_Leased_
Property and Equipment Leased Facility Assets Schedule (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 |
option | |||
facility | |||
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Leased facility assets | ' | $13,848 | $13,848 |
Less accumulated depreciation | ' | -4,791 | -4,432 |
Leased facility assets, net | ' | $9,057 | $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 | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Benefit from income taxes | ($150,000) | ($5,324,000) | ($153,000) | ($3,940,000) |
Effective income tax rate | -30.40% | 30.80% | 15.40% | 36.60% |
Change from net Income to net loss | 17,800,000 | ' | 9,800,000 | ' |
(Loss) income from continuing operations before (benefit) provision for income taxes | $493,000 | ($17,263,000) | ($996,000) | ($10,757,000) |
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2010 | Apr. 30, 2011 | Sep. 30, 2014 | Nov. 30, 2010 | Nov. 30, 2010 | Nov. 30, 2010 | Nov. 30, 2010 | Feb. 15, 2013 | Apr. 15, 2009 | Sep. 30, 2014 | Feb. 15, 2013 | Sep. 30, 2014 | Aug. 02, 2013 | |
facility | facility | Workers' Compensation Liability [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] | |||
Texas [Member] | defendent | defendent | Governmental Claims [Member] | Professional Fees [Member] | Plaintiffs [Member] | Governmental Claims [Member] | subsidiary | Affiliated Entity [Member] | Affiliated Entity [Member] | ||||||||||
Fountain View Reinsurance, Ltd. [Member] | count | H | facility | ||||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Range of Possible Loss, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,500 |
Loss Contingency, Range of Possible Loss, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500 |
Loss Contingency, Estimate of Possible Loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' |
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 | 5,761,000 | 306,000 | 6,306,000 | 306,000 | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' |
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 | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' |
Number of nursing hours per patient day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.2 | ' | ' | ' |
Self-insured per loss limit | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self-Insured stop loss limit | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required indemnification payments made | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies Schedule of Liabilities Related to Insurance Risks (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | $16,008 | $13,852 | ||
Insurance liability risks | 28,075 | 29,534 | ||
Self Insurance Reserve | 44,083 | 43,386 | ||
General and Professional Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 7,436 | [1] | 8,228 | [1] |
Insurance liability risks | 13,657 | 12,762 | ||
Self Insurance Reserve | 21,093 | 20,990 | ||
Employee Medical Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 1,859 | [2] | 2,446 | [2] |
Insurance liability risks | 0 | 0 | ||
Self Insurance Reserve | 1,859 | 2,446 | ||
Workers' Compensation Liability [Member] | ' | ' | ||
Liabilities Related to Insurance Risks [Line Items] | ' | ' | ||
Self Insurance Reserve, Current | 6,713 | [2] | 3,178 | [2] |
Insurance liability risks | 14,418 | 16,772 | ||
Self Insurance Reserve | $21,131 | $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, USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Performance Stock Awards | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Granted (shares) | 512,475 | 0 |
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) | 2,256,000 | ' |
Granted (shares) | 946,000 | ' |
Vested (shares) | -326,000 | ' |
Forfeited (shares) | -603,000 | ' |
Non-vested balance at September 30, 2014 (shares) | 2,273,000 | ' |
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) | 4.86 | ' |
Vested (dollars per share) | 4.55 | ' |
Forfeited (dollars per share) | 5.43 | ' |
Non-vested balance at September 30, 2014 (dollars per share) | 6.3 | ' |
Stockholders_Equity_Stock_Opti
Stockholders' Equity Stock Options (Details) (2007 Incentive Award plan, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Stock Options | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation | $0.10 |
Remaining award vesting period | '1 year 2 months 12 days |
Restricted Stock Awards | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation | 4.8 |
Remaining award vesting period | '1 year 7 months 24 days |
Fair value of shares vested in period | $1.20 |
Stockholders_Equity_Stock_Opti1
Stockholders' Equity Stock Option Activity (Details) (2007 Incentive Award plan, Stock Options, USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
2007 Incentive Award plan | 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) | -160,548 | ' |
Forfeited or cancelled (in shares) | -200,429 | ' |
Outstanding at September 30, 2014 (in shares) | 433,668 | 794,645 |
Fully vested and expected to vest at September 30, 2014 (in shares) | 432,862 | ' |
Exercisable at September 30, 2014 (in shares) | 413,145 | ' |
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) | $5.91 | ' |
Forfeited or cancelled, Weighted-Average Exercise Price (usd per share) | $9.76 | ' |
Outstanding a September 30, 2014, Weighted-Average Exercise Price (usd per share) | $8.95 | $8.54 |
Fully vested and expected to vest at September 30, 2014, Weighted-Average Exercise Price (usd per share) | $8.95 | ' |
Exercisable at September 30, 2014, Weighted-Average Exercise Price (usd per share) | $9 | ' |
Weighted average remaining contractual term in years for outstanding options | '4 years 9 months 7 days | ' |
Weighted average remaining contractual term in years for vested | '4 years 9 months 7 days | ' |
Weighted average remaining contractual term in years for excersiable options | '4 years 7 months 24 days | ' |
Outstanding at September 30, 2013, Aggregate Intrinsic Value | $0 | ' |
Fully vested and expected to vest at September 30, 2014, Aggregate Intrinsic Value | 0 | ' |
Exercisable at September 30, 2014, Aggregate Intrinsic Value | $0 | ' |
Stockholders_Equity_Stock_Comp
Stockholders' Equity Stock Compensation Expense for Awards and Options (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
General and Administrative Expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $0.60 | $0.30 | $1.80 | $1.10 |
Cost of Sales | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $0.40 | $0.20 | $0.60 | $1.10 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value, Hierarchy (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 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 1 | Trading Liabilities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading 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 | 0 | 1,046 |
Level 2 | Trading Liabilities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading Securities | 9,060 | 0 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration - Acquisitions | 836 | 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 |
Level 3 | Trading Liabilities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading Securities | $0 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 24, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 24, 2011 | Sep. 30, 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 | ||||||
Level 3 | Level 3 | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | Cornerstone Acquisition | A Better Care Home Health | ||||||
Minimum | Maximum | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | ||||||
Cash | Payment to Seller | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' |
Contingent consideration period | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 1,100,000 | ' | ' | 500,000 |
Payments to seller | ' | ' | -100,000 | -2,082,000 | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Change in fair value of contingent consideration | 7,000 | 79,000 | -100,000 | -2,082,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Business acquisition, effective date of acquisition | ' | ' | ' | ' | ' | ' | ' | 24-Oct-11 | ' | ' | ' | ' | ' |
Discount rate | ' | ' | ' | ' | ' | 200.00% | 500.00% | ' | ' | ' | ' | ' | ' |
Long-term debt, carrying value | $407,817,000 | ' | $407,817,000 | ' | $419,125,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Level_
Fair Value Measurements - Level 3 Rollforward (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 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 | -100 | -2,082 |
Payout | -800 | ' |
Value at September 30, 2014 | $836 | ' |
Debt_Schedule_of_Long_Term_Deb
Debt - Schedule of Long Term Debt Instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Term Loan original issue discount | ($838) | ($1,254) |
Insurance premiums financed | 2,604 | 2,990 |
Other | 0 | 106 |
Total long-term debt | 407,817 | 419,125 |
Less amounts due within one year | -13,173 | -7,630 |
Long-term debt, less current portion | 394,644 | 411,495 |
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | ' | 87,600 |
Senior Secured Term Loan Amended [Member] | Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at September 30, 2014 and LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at 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 December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Secured debt | 60,761 | 62,000 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at December 31, 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Prime Rate | 0 | 11,000 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due 2016, interest rate comprised of LIBOR plus 5.50% or 5.74% [Member] [Domain] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | 6,090 | 0 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 2016, interest rate comprised of LIBOR plus 5.50%, or 5.74%, at September 30, 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | 3,910 | 7,057 |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 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 | 4,165 | 5,000 |
Notes Payable to Banks [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 86,339 | 87,314 |
Mortgages [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | ' | ' |
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 | $833 | $959 |
Debt_Schedule_of_Debt_Parenthe
Debt - Schedule of Debt Parenthetical (Details) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, interest rate percentage | ' | 5.30% |
Senior Secured Term Loan Amended [Member] | Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at September 30, 2014 and LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at 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 | 5.50% | 5.25% |
Prime Rate Margin 2 | 7.00% | 6.75% |
Senior Secured Term Loan Amended [Member] | Term Loan, due December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime Rate Margin 2 | 6.70% | 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 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at 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 2016, interest rate comprised of LIBOR plus 5.50% or 5.74% [Member] [Domain] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime rate margin | 5.74% | ' |
Revolving Credit Facility Amended [Member] | Revolving Credit Facility due April 2016, interest rate comprised of LIBOR plus 5.50%, or 5.74%, at September 30, 2014 | ' | ' |
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 December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 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 | 6.70% | 6.70% |
Prime rate | 0.75% | 0.75% |
Prime rate margin | 5.95% | 5.95% |
Revolving Credit Facility due 2016, interest rate comprised of LIBOR plus 5.50% or 5.74% [Member] [Domain] | Revolving Credit Facility Amended [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Prime rate margin | 5.50% | ' |
Notes Payable to Banks [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted average interest rate | 4.28% | 4.24% |
Mortgages [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Weighted average interest rate | 4.20% | ' |
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 $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 23, 2014 | Jun. 23, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Apr. 09, 2010 | Sep. 30, 2014 | Apr. 09, 2010 | Jun. 23, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Jun. 06, 2013 | Apr. 12, 2012 | Jun. 23, 2014 | Sep. 30, 2014 | Jun. 23, 2014 | Sep. 30, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | Jun. 23, 2014 | |
facility | Repayment Period One [Member] | Repayment Period Two [Member] | Repayment Period Three [Member] | Minimum | Maximum | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at September 30, 2014 and December 31, 2013, respectively | Term Loan, due December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | Term Loan, due December 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | Revolving Credit Facility due December 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95%, or 6.70%, at September 30, 2014 and December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | Senior Secured Term Loan [Member] | Senior Secured Term Loan [Member] | Senior Secured Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Extended Revolving Credit Facility [Member] | Extended Revolving Credit Facility [Member] | Extended Revolving Credit Facility [Member] | Extended Revolving Credit Facility [Member] | Non-extended Revolving Credit Facility [Member] | Non-extended Revolving Credit Facility [Member] | Non-extended Revolving Credit Facility [Member] | |||
mortgage | Other Current Assets [Member] | Notes Payable to Banks [Member] | Notes Payable to Banks [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Senior Secured Term Loan Amended [Member] | Senior Secured Term Loan Amended [Member] | Mortgages [Member] | Revolving Credit Facility Amended [Member] | Revolving Credit Facility Amended [Member] | Prior Credit Agreement [Member] | Prior Credit Agreement [Member] | Senior Secured Term Loan Amended [Member] | Prior Credit Agreement [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Restated Credit Agreement [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | Senior Secured Credit Facility Amended June 2014 [Member] | |||||||||||
Other Current Assets [Member] | Minimum | Maximum | 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] | 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] | Secured Debt [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Repayment Period One [Member] | Minimum | Maximum | 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 | 83,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,600,000 | ' | ' | 32,500,000 | ' | ' |
Addition of debt issuance on senior secured term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio, maximum allowable | 5.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | 5.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modifcation fees | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modification costs | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modification fees, capitalized | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio, minimum requirement | 1.85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.85 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate increase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR Floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Libor rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.95% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550.00% | ' | ' | ' | 5.25% | 5.50% | ' | 4.25% | 4.50% |
Prime rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | 0.75% | ' | 0.75% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Prime rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.95% | 5.95% | ' | 5.95% | 5.95% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | 4.25% | 4.50% | ' | 3.25% | 3.50% |
Commitments decrease (Percentage) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity future limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
Consolidated excess cash flow percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | 75.00% | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stepdown percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinance portion of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | 2.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | 4.42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mortgages insured by HUD | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | 407,817,000 | ' | 419,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | 87,600,000 | 86,339,000 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average Debt Term | '33 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.28% | 4.24% | 4.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt prepayment penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Replacement reserve escrow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of long-term debt | 0 | 79,806,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,600,000 | ' | ' | ' | ' | ' | 65,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,761,000 | 62,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving Credit Facility Outstanding, Libor Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,165,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional quarterly payments due | ' | ' | ' | $300,000 | $400,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of skilled nursing facilities | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment_in_Joint_Venture_Na
Investment in Joint Venture - Narrative (Details) (APS - Summit Care [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 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 | $4.40 | $5.60 |
Investment_in_Joint_Venture_Su
Investment in Joint Venture Summarized Financial Information (Details) (APS - Summit Care [Member], USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
APS - Summit Care [Member] | ' | ' | ' | ' | ' |
Statement of Earnings [Abstract] | ' | ' | ' | ' | ' |
Sales, Net | $5,045 | $4,209 | $11,127 | $11,150 | ' |
Gross Profit | 809 | 1,243 | 2,248 | 3,377 | ' |
Net Income | 1,068 | 933 | 1,870 | 2,496 | ' |
Balance Sheet [Abstract] | ' | ' | ' | ' | ' |
Current Assets | 3,262 | ' | 3,262 | ' | 3,518 |
Non-Current Assets | 1,188 | ' | 1,188 | ' | 1,078 |
Current Liabilities | 125 | ' | 125 | ' | 96 |
Non-Current Liabilities | $0 | ' | $0 | ' | $0 |
Proposed_Combination_with_Gene1
Proposed Combination with Genesis (Details) (Genesis [Member], USD $) | Aug. 18, 2014 |
Genesis [Member] | ' |
Business Acquisition [Line Items] | ' |
Common Stock, Par or Stated Value Per Share (usd per share) | $0.00 |
Outstanding options to purchase equity (percent) | 25.75% |
Voting interests acquired (percent) | 74.25% |