Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 18, 2015 |
Document and Entity Information [Line Items] | |||
Entity Registrant Name | Genesis Healthcare, Inc. | ||
Entity Central Index Key | 1351051 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $178.30 | ||
Class A Common Stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 73,592,083 | ||
Class B Common Stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,511,603 | ||
Common Class C [Member] | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 64,449,380 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,629 | $4,177 |
Accounts receivable, less allowance for doubtful accounts of $17,930 and $16,665 at December 31, 2014 and December 31, 2013, respectively | 124,103 | 107,215 |
Deferred income taxes | 17,659 | 9,876 |
Prepaid expenses | 5,689 | 8,961 |
Other current assets | 10,303 | 12,188 |
Total current assets | 161,383 | 142,417 |
Property and equipment, less accumulated depreciation of $160,984 and $137,484 at December 31, 2014 and December 31, 2013, respectively | 331,130 | 341,822 |
Leased facility assets, less accumulated depreciation of $4,904 and $4,432 at December 31, 2014 and December 31, 2013, respectively | 8,944 | 9,416 |
Other assets: | ||
Notes receivable | 1,800 | 520 |
Deferred financing costs, net | 7,318 | 9,189 |
Goodwill | 68,833 | 69,065 |
Intangible assets, less accumulated amortization of $4,957 and $4,640 at December 31, 2014 and December 31, 2013, respectively | 18,491 | 18,807 |
Deferred income taxes | 3,232 | 9,472 |
Other assets | 49,825 | 42,708 |
Total other assets | 149,499 | 149,761 |
Total assets | 650,956 | 643,416 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 65,349 | 57,179 |
Employee compensation and benefits | 37,487 | 32,979 |
Current portion of long-term debt | 12,456 | 7,630 |
Total current liabilities | 115,292 | 97,788 |
Long-term liabilities: | ||
Insurance liability risks | 29,356 | 29,534 |
Other long-term liabilities | 12,660 | 12,367 |
Long-term debt, less current portion | 398,389 | 411,495 |
Total liabilities | 555,697 | 551,184 |
Commitments and contingencies — Note 13 | ||
Stockholders’ equity: | ||
Additional paid-in-capital | 382,718 | 378,756 |
Accumulated deficit | -287,499 | -286,592 |
Accumulated other comprehensive income | 0 | 28 |
Total stockholders’ equity | 95,259 | 92,232 |
Total liabilities and stockholders’ equity | 650,956 | 643,416 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 24 | 24 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $16 | $16 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ||
Allowance for doubtful accounts | $17,930 | $16,665 |
Other assets: | ||
Accumulated depreciation on property and equipment | 160,984 | 137,484 |
Accumulated depreciation for leased facility assets | 4,904 | 4,432 |
Accumulated amortization on intangible assets | $4,957 | $4,640 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares, outstanding (in shares) | 24,482,000 | 24,278,000 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares, outstanding (in shares) | 15,512,000 | 15,515,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue: | ||||||
Net patient service revenue | $830,055 | $839,150 | $854,839 | |||
Leased facility revenue | 3,201 | 3,122 | 3,060 | |||
Total revenue | 833,256 | 842,272 | 857,899 | |||
Expenses: | ||||||
Cost of services (exclusive of rent cost of revenue and depreciation and amortization shown below) | 714,864 | 731,870 | 716,506 | |||
Rent cost of revenue | 20,000 | 18,828 | 17,941 | |||
General and administrative | 39,989 | 26,619 | 24,249 | |||
Governmental investigation expense | 6,000 | [1] | 0 | [1] | 0 | [1] |
Depreciation and amortization | 24,322 | 23,771 | 23,641 | |||
Change in fair value of contingent consideration | -576 | [2] | -3,702 | [2] | 817 | [2] |
Impairment of long-lived assets | 82 | [3] | 19,000 | [3] | 0 | [3] |
Loss on disposal of assets | 75 | 361 | 0 | |||
Expenses | 804,756 | 816,747 | 783,154 | |||
Other (expenses) income: | ||||||
Interest expense | -31,977 | -34,258 | -37,760 | |||
Interest income | 737 | 335 | 512 | |||
Other income (expense), net | 1 | 188 | -32 | |||
Equity in earnings of joint venture | 1,427 | 1,949 | 1,948 | |||
Debt modification/retirement costs | -843 | -2,828 | -4,126 | |||
Total other (expenses), net | -30,655 | -34,614 | -39,458 | |||
(Loss) income from continuing operations before (benefit) provision for income taxes | -2,155 | -9,089 | 35,287 | |||
(Benefit) provision for income taxes | -1,248 | -5,622 | 12,438 | |||
Other Income Tax Expense (Benefit), Continuing Operations | -2,905 | 12,896 | ||||
(Loss) income from continuing operations | -907 | -6,184 | 22,391 | |||
(Loss) from discontinued operations, net of tax | 0 | [4] | -4,300 | [4] | -794 | [4] |
Net (loss) income | ($907) | ($10,484) | $21,597 | |||
(Loss) earnings per share, basic: | ||||||
(Loss) earnings per basic share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per basic share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||
Income (loss) per share, basic (usd per share) | ($0.02) | ($0.28) | $0.58 | |||
(Loss) earnings per share, diluted: | ||||||
(Loss) earnings per diluted share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per diluted share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||
Income (loss) per share, diluted (usd per share) | ($0.02) | ($0.28) | $0.58 | |||
Weighted-average common shares outstanding, basic (in shares) | 38,125 | 37,533 | 37,389 | |||
Weighted-average common shares outstanding, diluted (in shares) | 38,125 | 37,533 | 37,589 | |||
[1] | In the third quarter of 2013 the Company recorded a $0.4 million intangible asset impairment charge related to the closure of its California home health agency. | |||||
[2] | In 2013, a benefit of $3.7 million was recorded for the change in fair value of contingent consideration related to the 2010 hospice and home health acquisition due to reductions in forecasted EBITDA, which reduced the likelihood of the businesses achieving their EBITDA target necessary for the earn-out to be paid in future period. | |||||
[3] | uring the third quarter of 2013, the Company recorded a goodwill impairment charge of $19.0 million related to its home health reporting unit. See "Note 3 - Goodwill and Long-lived Impairment Testing", for a more detailed discussion of the goodwill impairment charges. | |||||
[4] | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net (loss) income | $907 | $10,484 | ($21,597) |
Other comprehensive income (loss): | |||
Unrealized (loss) gain on investment available for sale - net of income tax (benefit) expense of ($9) and $27 for the years ended December 31, 2013 and 2012 respectively. | 0 | -14 | 42 |
Reclassification adjustments: | |||
Gain realized in net loss on investment available for sale - net of income tax expense of $17 for the year ended December 31, 2014. | -28 | 0 | 0 |
Other comprehensive income (loss), net of tax | -28 | 155 | 363 |
Comprehensive income (loss) | -935 | -10,329 | 21,960 |
Interest Rate Swap | Interest Expense | |||
Reclassification adjustments: | |||
Interest expense on interest rate swap - net of income tax expense of $107 and $219 for the years ended December 31, 2013 and 2012 respectively. | 0 | 169 | 347 |
Interest Rate Swap | Cash Flow Hedging | |||
Other comprehensive income (loss): | |||
Unrealized loss on interest rate swap net of income tax (benefit) of ($16) for the year ended December 31, 2012. | $0 | $0 | ($26) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) Parenthetical (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Unrealized loss on interest rate swap, tax | ($16) | ||
Unrealized (loss) gain on investment available for sale, tax | -9 | 27 | |
Gain realized in net loss on investment available for sale, tax | 17 | ||
Interest expense on interest rate swap, tax | $107 | $219 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | (Accumulated Deficit) | Accumulated Other Comprehensive (Loss) income |
In Thousands, except Share data, unless otherwise specified | USD ($) | Class A Common Stock | Class B Common Stock | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | |||||||
Beginning balance stockholders' equity at Dec. 31, 2011 | $73,596 | $21 | $17 | $371,753 | ($297,705) | ($490) | ||
Beginning balance shares at Dec. 31, 2011 | 21,064,000 | 16,937,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 21,597 | 21,597 | ||||||
Conversion of class B common stock into class A common stock (in shares) | 1,361,000 | -1,361,000 | ||||||
Conversion of class B common stock into class A common stock | 1 | -1 | ||||||
Issuance of restricted stock (in shares) | 600,000 | |||||||
Issuance of restricted stock | 1 | 1 | ||||||
Forfeiture of restricted stock (in shares) | -23,000 | |||||||
Stock-based compensation | 4,750 | 4,750 | ||||||
Restricted stock traded to pay tax (in shares) | -35,000 | |||||||
Restricted stock traded to pay tax | -234 | -234 | ||||||
Excess tax benefits from stock-based payment arrangements | -242 | -242 | ||||||
Other comprehensive income, net of tax | 363 | 363 | ||||||
Ending balance stockholders' equity at Dec. 31, 2012 | 99,831 | 23 | 16 | 376,027 | -276,108 | -127 | ||
Ending balance shares at Dec. 31, 2012 | 22,967,000 | 15,576,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | -10,484 | -10,484 | ||||||
Conversion of class B common stock into class A common stock (in shares) | 61,000 | -61,000 | ||||||
Issuance of restricted stock (in shares) | 1,688,000 | |||||||
Issuance of restricted stock | 1 | 1 | ||||||
Forfeiture of restricted stock (in shares) | -376,000 | |||||||
Stock-based compensation | 2,998 | 2,998 | ||||||
Restricted stock traded to pay tax (in shares) | -62,000 | |||||||
Restricted stock traded to pay tax | -269 | -269 | ||||||
Other comprehensive income, net of tax | 155 | 155 | ||||||
Ending balance stockholders' equity at Dec. 31, 2013 | 92,232 | 24 | 16 | 378,756 | -286,592 | 28 | ||
Ending balance shares at Dec. 31, 2013 | 24,278,000 | 15,515,000 | 24,278,000 | 15,515,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | -907 | -907 | ||||||
Conversion of class B common stock into class A common stock (in shares) | 3,000 | -3,000 | ||||||
Issuance of restricted stock (in shares) | 889,000 | |||||||
Issuance of restricted stock | 1 | 1 | ||||||
Forfeiture of restricted stock (in shares) | -610,000 | |||||||
Forfeiture of restricted stock | -1 | -1 | ||||||
Stock-based compensation | 4,269 | 4,269 | ||||||
Restricted stock traded to pay tax (in shares) | -292,000 | |||||||
Restricted stock traded to pay tax | -1,920 | -1,920 | ||||||
Options exercised (in shares) | 214,064 | 214,000 | ||||||
Options exercised | 1,264 | 1,264 | ||||||
Excess tax benefits from stock-based payment arrangements | 349 | 349 | ||||||
Other comprehensive income, net of tax | -28 | -28 | ||||||
Ending balance stockholders' equity at Dec. 31, 2014 | $95,259 | $24 | $16 | $382,718 | ($287,499) | $0 | ||
Ending balance shares at Dec. 31, 2014 | 24,482,000 | 15,512,000 | 24,482,000 | 15,512,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities | |||
Net income (loss) | ($907) | ($10,484) | $21,597 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 24,234 | 24,622 | 24,584 |
Change in fair value of contingent consideration | -576 | -3,702 | 816 |
Provision for doubtful accounts | 14,125 | 14,396 | 7,409 |
Non-cash stock-based compensation | 4,269 | 2,998 | 4,750 |
Excess tax benefits from stock-based payment arrangements | -349 | 0 | 242 |
Loss (gain) on disposal of property and equipment | 163 | 6,051 | -98 |
Amortization of deferred financing costs | 3,268 | 2,870 | 2,813 |
Deferred income taxes | -432 | -529 | 3,490 |
Amortization of discount on debt | 550 | 896 | 906 |
Debt retirement costs | 843 | 2,828 | 4,126 |
Impairment of long-lived assets | 82 | 19,000 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -33,803 | -14,496 | -15,293 |
Payments on notes receivable | 1,622 | 3,313 | 3,116 |
Other current and non-current assets | 376 | -6,594 | -1,952 |
Accounts payable and accrued liabilities | 7,766 | 6,214 | -10,128 |
Employee compensation and benefits | 2,330 | -7,812 | 1,083 |
Insurance liability risks | 1,892 | 7,758 | -1,637 |
Other long-term liabilities | 868 | 592 | -3,148 |
Net cash provided by operating activities | 26,321 | 47,921 | 42,676 |
Cash Flows from Investing Activities | |||
Additions to property and equipment | -12,981 | -13,436 | -19,522 |
Acquisitions | 0 | 0 | -1,053 |
Proceeds from sale of property and equipment | 0 | 12,943 | 1,050 |
Proceeds from sale of investments | 1,060 | 0 | 0 |
Proceeds from the sale of home health agency | 30 | 0 | 0 |
Proceeds from the sale of land | 66 | 0 | 0 |
Net cash used in investing activities | -11,825 | -493 | -19,525 |
Cash Flows from Financing Activities | |||
Borrowings under line of credit | 298,500 | 363,582 | 307,000 |
Repayments under line of credit | -301,392 | -375,525 | -272,000 |
Repayments of long-term debt | -9,606 | -174,989 | -165,423 |
Proceeds from issuance of long-term debt | 0 | 149,611 | 98,000 |
Cash paid for financing costs | -2,239 | -7,664 | -4,266 |
Proceeds from exercise of stock options | 1,264 | 0 | 0 |
Excess tax benefits from stock-based payment arrangements | 349 | 0 | -242 |
Taxes paid related to net share settlement of equity awards | -1,920 | -269 | -234 |
Net cash used in financing activities | -15,044 | -45,254 | -37,165 |
(Decrease) increase in cash and cash equivalents | -548 | 2,174 | -14,014 |
Cash and cash equivalents at beginning of period | 4,177 | 2,003 | 16,017 |
Cash and cash equivalents at end of period | $3,629 | $4,177 | $2,003 |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash paid for: | |||
Interest expense | $26,883 | $29,082 | $39,872 |
Income taxes, net | -1,866 | 184 | 8,733 |
Non-cash activities: | |||
Conversion of accounts receivable into notes receivable | 2,782 | 0 | 359 |
Insurance premium financed | 3,668 | 5,715 | 4,628 |
Liabilities issued as consideration for purchase of business | $0 | $0 | $261 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
Business | |
Skilled Healthcare Group, Inc. ("Skilled") is a holding company that owns subsidiaries that operate long-term care facilities and provide 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 December 31, 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 and rehabilitative and specialty healthcare 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 December 31, 2014, the Company provided hospice care and home health services in Arizona, California, Idaho, Montana, Nevada and New Mexico. The Company also provides private duty care services in Arizona, Idaho, Montana, and Nevada. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows affiliated operators and third-party facility 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 is also a member in a joint venture located in Texas that provides institutional pharmacy services, which currently serves eight of the Company's SNFs and other facilities unaffiliated with the Company. | |
Combination with FC-GEN | |
On February 2, 2015, Skilled completed the previously announced combination transaction (the "Combination") with FC-GEN Operations Investment, LLC ("FC-GEN"). The closing of the Combination transaction occurred on February 2, 2015. After completion of the transaction, the combined company operates under the name Genesis Healthcare, Inc. and the Class A common stock of Skilled continues to trade on the NYSE. | |
Company History | |
Skilled Healthcare Group, Inc. was incorporated as SHG Holding Solutions, Inc. in Delaware in October 2005. Our predecessor company acquired Summit Care Corporation, a publicly-traded long-term care company with nursing facilities in California, Texas and Arizona, in 1998. In October 2001, our predecessor and 19 of its subsidiaries filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code and in November 2001, our remaining three companies also filed voluntary petitions for protection under Chapter 11. In August 2003, we emerged from bankruptcy, paying or restructuring all debt holders in full, paying all accrued interest expenses and issuing 5.0% of our common stock to former bondholders. | |
In February 2007, we effected the merger of our predecessor company, which was our wholly-owned subsidiary, with and into us. We were the surviving company in the merger and changed our name from SHG Holding Solutions, Inc. to Skilled Healthcare Group, Inc. As a result of the merger, we assumed all of the rights and obligations of our predecessor company. | |
In June 2009, the United States Bankruptcy Court for the Central District of California granted entry of a final decree closing the aforementioned Chapter 11 cases. | |
The Onex Transaction | |
In October 2005, Skilled (known as SHG Holding Solutions, Inc. at that time) entered into an agreement and plan of merger (the "Agreement") with its predecessor company known then as Skilled Healthcare Group, Inc. ("SHG"), which was the entity that owned the subsidiaries that then operated Skilled's business, SHG Acquisition Corp. ("Acquisition") and SHG's former sponsor, Heritage Fund II LP and related investors ("Heritage"). Skilled and Acquisition were formed by Onex Partners LP, Onex American Holdings II LLC and Onex U.S. Principals LP ("Onex") and certain of their associates (collectively the "Sponsors") for purposes of acquiring SHG. The merger was completed effective December 27, 2005 (the "Onex Transaction"). Under the Agreement, Acquisition acquired substantially all of the outstanding shares of SHG through a merger with SHG, with SHG being the surviving corporation. The Company refers to the transactions contemplated by the merger agreement, the equity contributions, the financings and use of proceeds of the financings, collectively, as the Transactions. |
Discontinued_Operations_Discon
Discontinued Operations Discontinued Operations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Discontinued Operations | Discontinued Operations | |||||||||||
On December 1, 2013, the Company disposed of two skilled nursing facilities, one owned facility in Texas and one leased facility in California. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 205, “Presentation of Financial Statements,” and FASB ASC Topic 360, “Property, Plant and Equipment,” 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 consolidated income statements as the operations have been eliminated from the Company’s ongoing operations. | ||||||||||||
A summary of the discontinued operations for the periods presented is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating revenues | $ | — | $ | 13,699 | $ | 14,724 | ||||||
Operating expenses | — | 15,026 | 15,976 | |||||||||
(Loss) from disposal of assets | — | (5,690 | ) | — | ||||||||
(Loss) from discontinued operations | — | (7,017 | ) | (1,252 | ) | |||||||
Income tax (benefit) | — | (2,717 | ) | (458 | ) | |||||||
(Loss) from discontinued operations | $ | — | $ | (4,300 | ) | $ | (794 | ) | ||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||||||||||||||||||
The consolidated financial statements of the Company include the accounts of the Company and the Company's wholly-owned companies. All significant intercompany transactions have been eliminated in consolidation. | ||||||||||||||||||||||||||||||||||||
Estimates and Assumptions | ||||||||||||||||||||||||||||||||||||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which requires the Company to consolidate company financial information and make informed 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 consolidated financial statements relate to revenue, allowance for doubtful accounts, self-insured liability risks, income taxes, valuation of contingent consideration and impairment of long-lived assets and goodwill. Actual results could differ from those estimates. | ||||||||||||||||||||||||||||||||||||
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 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. | ||||||||||||||||||||||||||||||||||||
Overall payments made by Medicare for hospice services are subject to an annual cap amount on a per hospice agency basis. Total Medicare payments received for services rendered during the applicable Medicare hospice cap year by each Medicare-certified agency during this period are compared to the cap amount for the relevant period. Payments in excess of the cap are subject to recoupment by Medicare. For the years ended December 31, 2014, 2013, and 2012, the Company recorded net hospice Medicare cap reserves of $2.7 million, $5.6 million, and $4.1 million, respectively, as adjustments to revenue. Of the $2.7 million of hospice cap reserves recorded in the year ended December 31, 2014, $0.3 million was related to 2013 cap year and $2.4 million was related to the 2014 cap year. Of the $5.6 million of hospice cap reserves recorded in the year ended December 31, 2013, $0.2 million related to the 2011 cap year, $2.9 million was related to the 2012 cap year, and $2.5 million was related to the 2013 cap year. Of the $4.1 million of hospice cap reserves recorded in the year ended December 31, 2012, $1.9 million was related to the 2011 cap year, and $2.2 million was related to the 2012 cap year. These adjustments related to patients who transferred to or from the Company's hospice agencies and who received care from unaffiliated hospice agencies, as a result of which the hospice cap allowance is shared among those agencies. | ||||||||||||||||||||||||||||||||||||
The following table summarizes how the Company's revenue is derived from services provided to patients by payor classes (including leased facility revenue which is included within private pay and other) (dollars in thousands): | ||||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | |||||||||||||||||||||||||||||||
Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | |||||||||||||||||||||||||||||||
Medicare | $ | 236,833 | 28.4 | % | $ | 260,131 | 30.9 | % | $ | 287,918 | 33.6 | % | ||||||||||||||||||||||||
Medicaid | 283,674 | 34.1 | 266,450 | 31.6 | 260,872 | 30.4 | ||||||||||||||||||||||||||||||
Subtotal Medicare and Medicaid | 520,507 | 62.5 | 526,581 | 62.5 | 548,790 | 64 | ||||||||||||||||||||||||||||||
Managed Care | 117,644 | 14.1 | 107,115 | 12.7 | 96,592 | 11.3 | ||||||||||||||||||||||||||||||
Private pay and other | 195,105 | 23.4 | 208,576 | 24.8 | 212,517 | 24.7 | ||||||||||||||||||||||||||||||
Total | $ | 833,256 | 100 | % | $ | 842,272 | 100 | % | $ | 857,899 | 100 | % | ||||||||||||||||||||||||
The following table sets forth revenue by state and revenue by state as a percentage of total revenue for the periods (dollars in thousands): | ||||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Revenue | Percentage of | Revenue | Percentage of | Revenue | Percentage of | |||||||||||||||||||||||||||||||
Dollars | Revenue | Dollars | Revenue | Dollars | Revenue | |||||||||||||||||||||||||||||||
California | $ | 335,325 | 40.2 | % | $ | 343,948 | 40.8 | % | $ | 342,398 | 39.9 | % | ||||||||||||||||||||||||
Texas | 168,623 | 20.2 | 164,369 | 19.5 | 172,215 | 20.1 | ||||||||||||||||||||||||||||||
New Mexico | 100,189 | 12 | 98,901 | 11.7 | 99,439 | 11.6 | ||||||||||||||||||||||||||||||
Kansas | 63,690 | 7.7 | 60,848 | 7.2 | 61,662 | 7.2 | ||||||||||||||||||||||||||||||
Nevada | 54,467 | 6.6 | 59,410 | 7.1 | 62,916 | 7.3 | ||||||||||||||||||||||||||||||
Missouri | 61,615 | 7.4 | 58,644 | 7 | 59,743 | 7 | ||||||||||||||||||||||||||||||
Montana | 13,470 | 1.6 | 14,220 | 1.7 | 15,665 | 1.8 | ||||||||||||||||||||||||||||||
Arizona | 9,156 | 1.1 | 14,053 | 1.7 | 14,618 | 1.7 | ||||||||||||||||||||||||||||||
Idaho | 9,571 | 1.1 | 10,603 | 1.3 | 10,300 | 1.2 | ||||||||||||||||||||||||||||||
Iowa | 10,075 | 1.2 | 9,556 | 1.1 | 10,598 | 1.2 | ||||||||||||||||||||||||||||||
Nebraska | 7,075 | 0.9 | 6,246 | 0.7 | 4,721 | 0.6 | ||||||||||||||||||||||||||||||
Indiana | — | — | 1,474 | 0.2 | 3,624 | 0.4 | ||||||||||||||||||||||||||||||
Total | $ | 833,256 | 100 | % | $ | 842,272 | 100 | % | $ | 857,899 | 100 | % | ||||||||||||||||||||||||
The Company's accounts receivable is derived from services provided to patients in the following payor classes for the years ended December 31 (in thousands): | ||||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||
Medicare | $ | 25,014 | $ | 30,063 | ||||||||||||||||||||||||||||||||
Medicaid | 43,334 | 28,153 | ||||||||||||||||||||||||||||||||||
Subtotal Medicare and Medicaid | 68,348 | 58,216 | ||||||||||||||||||||||||||||||||||
Managed care | 33,027 | 24,874 | ||||||||||||||||||||||||||||||||||
Private pay and other | 40,658 | 40,790 | ||||||||||||||||||||||||||||||||||
Total accounts receivable | 142,033 | 123,880 | ||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | (17,930 | ) | (16,665 | ) | ||||||||||||||||||||||||||||||||
Accounts receivable, net | $ | 124,103 | $ | 107,215 | ||||||||||||||||||||||||||||||||
The Company estimates bad debt expense and the allowance for doubtful accounts based on historical experience. | ||||||||||||||||||||||||||||||||||||
As of December 31, 2014, notes receivable were approximately $3.2 million compared to $2.0 million as of December 31, 2013, of which $1.5 million and $1.5 million as of December 31, 2014 and 2013, respectively, were reflected as current assets with the remaining balances reflected as long-term assets. Interest rates on these notes approximate market rates as of the dates of the notes. | ||||||||||||||||||||||||||||||||||||
As of December 31, 2014 and December 31, 2013, two Hallmark Rehabilitation business customers owed $3.2 million, or 100.0% and $2.0 million or 100.0% of the total notes receivable balance respectively. These notes receivable, as well as the trade receivables from these two customers are guaranteed both by the assets of the customers as well as personally by the principal owners of the customers. Additionally, these two customers represented 35.5% and 50.7% of the net accounts receivable for the Company’s rehabilitation therapy services company as of December 31, 2014 and December 31, 2013 respectively. Additionally, these two customers accounted for approximately 42.1%, 41.0% and 41.6% of the rehabilitation therapy services company external revenue for the years ended 2014, 2013, and 2012 respectively. There are no past due accounts receivable that were converted to notes receivable. The notes receivable balance is stated net of an allowance for uncollectibility of approximately zero at December 31, 2014 and zero at December 31, 2013. | ||||||||||||||||||||||||||||||||||||
Risks and Uncertainties | ||||||||||||||||||||||||||||||||||||
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in substantial compliance with applicable laws and regulations. Compliance with such laws and regulations is subject to ongoing and future government review and interpretation, including processing claims at lower amounts upon audit as well as significant regulatory action including revenue adjustments, fines, penalties, and exclusion from the Medicare and Medicaid programs. | ||||||||||||||||||||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||||||||||||||||||
The Company has significant accounts receivable balances whose collectability is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there is significant credit risk associated with these governmental programs. The Company believes that an adequate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. | ||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less. At December 31, 2014, the Company had aggregate cash of $3.6 million. This available cash is held in accounts at commercial banking institutions. The Company has periodically invested in AAA money market funds. To date, the Company has not experienced any loss or restricted access to its invested cash or cash equivalents; however, the Company can provide no assurances that access to its invested cash or cash equivalents will not be impacted by adverse conditions in the financial markets. | ||||||||||||||||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||||||||||||||||
Upon the consummation of the Onex Transaction all property and equipment were stated at fair value. Property and equipment acquired subsequent to the Onex Transaction were recorded at cost or at fair value if acquired as part of a business combination. Major renovations or improvements are capitalized, whereas ordinary maintenance and repairs are expensed as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: | ||||||||||||||||||||||||||||||||||||
Buildings and improvements | 15-40 years | |||||||||||||||||||||||||||||||||||
Leasehold improvements | Shorter of the lease term or estimated useful life, generally | |||||||||||||||||||||||||||||||||||
5-10 years | ||||||||||||||||||||||||||||||||||||
Furniture and equipment | 3-10 years | |||||||||||||||||||||||||||||||||||
Depreciation and amortization of property and equipment under capital leases is included in depreciation and amortization expense. For leasehold improvements, where the Company has acquired the right of first refusal to purchase or to renew the lease, amortization is based on the lesser of the estimated useful lives or the period covered by the right. Depreciation expense was $24.3 million in 2014, $23.8 million in 2013, and $23.6 million in 2012. | ||||||||||||||||||||||||||||||||||||
Goodwill and Long-Lived Assets | ||||||||||||||||||||||||||||||||||||
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as purchases. Goodwill is subject to periodic testing for impairment. Goodwill of a reporting unit is tested for impairment on an annual basis, or, if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount, between annual testing. The Company has selected October 1 as the date to test goodwill for impairment on an annual basis. The Company periodically evaluates the carrying value of long-lived assets other than goodwill, primarily consisting of our investments in real estate, for impairment indicators. If indicators of impairment are present, the carrying value of the related real estate investments in relation to the future discounted cash flows of the underlying operations is evaluated to assess recoverability of the assets. Measurement of the amount of the impairment, if any, may be based on independent appraisals, established market values of comparable assets or estimates of future cash flows expected. The estimates of these future cash flows are based on assumptions and projections believed by management to be reasonable and supportable. They require management's subjective judgments and take into account assumptions about revenue and expense growth rates. These assumptions may vary by type of long-lived asset. | ||||||||||||||||||||||||||||||||||||
Goodwill and Long-Lived Asset Impairment Testing | ||||||||||||||||||||||||||||||||||||
As of December 31, 2014, goodwill in the amount of $68.8 million was recorded on the Company's consolidated balance sheet, of which $9.7 million related to the rehabilitation therapy unit, $53.6 million related to the hospice reporting unit and $5.5 million related to the home health reporting unit. | ||||||||||||||||||||||||||||||||||||
The Company did not record a goodwill impairment or an impairment of long-lived assets charge in 2014. | ||||||||||||||||||||||||||||||||||||
As of December 31, 2013, goodwill in the amount of $69.1 million was recorded on the Company's consolidated balance sheet, of which $9.7 million related to the rehabilitation therapy unit, $53.7 million related to the hospice reporting unit and $5.7 million related to the home health reporting unit. | ||||||||||||||||||||||||||||||||||||
As of September 30, 2013, the Company determined the fair value of the long-term care, therapy services and hospice and home health services reporting units for goodwill and intangible assets based upon a combination of the discounted cash flow (income approach) and guideline public company method (market approach). After the fair value was determined and compared to the carrying value of each reporting entity, the Company concluded that the carrying value of the home health care services reporting unit exceeded its fair value and step two of the analysis was performed. The fair value of the long-term care, therapy services, and hospice reporting units exceeded their carrying value. | ||||||||||||||||||||||||||||||||||||
Upon completion of step two, the Company recorded a goodwill impairment charge as of and for the twelve months ended December 31, 2013 of $16.5 million with respect to the home health services reporting unit as the carrying value of goodwill exceeded its implied fair value. This amount is included within the caption "Impairment of long-lived assets" in the accompanying statement of operations. Additionally, after evaluating its long-lived assets, an impairment charge of $2.5 million was recognized within the home health services reporting unit related to the home health licenses and is included within the caption "Impairment of long-lived assets" in the accompanying statement of operations for the year ended December 31, 2013. | ||||||||||||||||||||||||||||||||||||
Deferred Financing Costs | ||||||||||||||||||||||||||||||||||||
Deferred financing costs substantially relate to the senior secured credit facility agreement, the HUD insured loans, and the mortgage loans see Note 7 - "Debt," and are being amortized over the maturity periods using an effective-interest method for the term debt component of the senior secured credit facility. At December 31, 2014, deferred financing costs, net of amortization, was $7.3 million, and was $9.2 million at December 31, 2013. | ||||||||||||||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||||||||||||
The Company uses the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, "Income Taxes." Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. A valuation allowance is established for deferred tax assets unless their realization is considered more likely than not. When the company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. | ||||||||||||||||||||||||||||||||||||
In accordance with the relevant accounting standards, the Company applies a recognition threshold and measurement attribute of more likely than not for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | ||||||||||||||||||||||||||||||||||||
Interest Rate Hedges | ||||||||||||||||||||||||||||||||||||
The Company's senior secured credit facility agreement exposes the Company to variability in interest payments due to changes in interest rates. The Company entered into an interest rate swap agreement on June 30, 2010 in order to manage fluctuations in cash flows resulting from interest rate risk. The interest rate swap agreement was for a notional amount of $70.0 million with an interest rate of 2.3% from January 2012 to June 2013. | ||||||||||||||||||||||||||||||||||||
Interests in joint ventures | ||||||||||||||||||||||||||||||||||||
Joint ventures are entities over which the Company has significant influence but not control, generally achieved by a shareholding of at least 20% of the voting rights. The equity method is used to account for investments in joint ventures and investments are initially recognized at cost. | ||||||||||||||||||||||||||||||||||||
Stock Options and Equity Related Charges | ||||||||||||||||||||||||||||||||||||
The Company measures and recognizes expense for all share-based payment awards made to employees and directors. The fair value of share-based payment awards is estimated at grant date using an option pricing model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Share-based compensation expense included in the accompanying statements of operations has not been retroactively adjusted to reflect the vesting of shares upon closing of the Combination. | ||||||||||||||||||||||||||||||||||||
Asset Retirement Obligations | ||||||||||||||||||||||||||||||||||||
A liability is recognized for the fair value of a legal obligation to perform asset-retirement activities that are conditioned on the occurrence of a future event if the amount can be reasonably estimated, or where it cannot, disclosure that such a liability exists, but has not been recognized, and the reasons why a reasonable estimate cannot be made. | ||||||||||||||||||||||||||||||||||||
The Company determined that a conditional asset retirement obligation exists for asbestos remediation. Though not a current health hazard in its facilities, upon renovation the Company may be required to take the appropriate remediation procedures in compliance with state law to remove the asbestos. The removal of asbestos-containing materials includes primarily floor and ceiling tiles from the Company’s pre-1980 constructed facilities. The fair value of the conditional asset retirement obligation was determined as the present value of the estimated future cost of remediation based on an estimated expected date of remediation. This computation is based on a number of assumptions which may change in the future based on the availability of new information, technology changes, changes in costs of remediation, and other factors. Any change in the assumptions can impact the value of the determined liability and will be recognized as a change in estimate in the period identified. | ||||||||||||||||||||||||||||||||||||
As of December 31, 2014 and 2013, the asset retirement obligations were $4.4 million and $4.3 million, respectively, which are classified as other long-term liabilities. | ||||||||||||||||||||||||||||||||||||
Operating Leases | ||||||||||||||||||||||||||||||||||||
As of December 31, 2014, 23 of the Company's 95 long-term care facilities that it operates were leased. The leases require payment of real estate taxes, insurance and common area maintenance in addition to rent. Most of the leases contain renewal options and rent escalation clauses. | ||||||||||||||||||||||||||||||||||||
For leases that contain predetermined fixed escalations of the minimum rent, the Company recognizes the related rent expense on a straight-line basis from the date the Company takes possession of the property to the expected end of the lease term. The Company records any difference between the straight-line rent amounts and amounts payable under the leases as part of deferred rent, in accrued liabilities or other long-term liabilities, as appropriate. | ||||||||||||||||||||||||||||||||||||
(Loss) Income per Share | ||||||||||||||||||||||||||||||||||||
The Company computes (loss) income per share of Class A common stock and Class B common stock using the two-class method. The Company’s Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights and except that each share of Class B common stock is convertible into one share of Class A common stock under certain circumstances. Net (loss) income is allocated on a proportionate basis to each class of common stock in the determination of loss per share. | ||||||||||||||||||||||||||||||||||||
Basic (loss) income per share was computed by dividing net loss by the weighted-average number of outstanding shares for the period. | ||||||||||||||||||||||||||||||||||||
The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock and Class B common stock (dollars in thousands, except per share data): | ||||||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | ||||||||||||||||||||||||||||
(Loss) income per share, basic | ||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||
Allocation of net (loss) income from continuing operations | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (3,621 | ) | $ | (2,563 | ) | $ | (6,184 | ) | $ | 12,663 | $ | 9,728 | $ | 22,391 | ||||||||||||
Allocation of net (loss) from discontinued operations | — | — | — | (2,519 | ) | (1,781 | ) | (4,300 | ) | (449 | ) | (345 | ) | (794 | ) | |||||||||||||||||||||
Allocation of net (loss) income | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (6,140 | ) | $ | (4,344 | ) | $ | (10,484 | ) | $ | 12,214 | $ | 9,383 | $ | 21,597 | ||||||||||||
(Loss) income per share, diluted | ||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||
Allocation of net (loss) income from continuing operations | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (3,621 | ) | $ | (2,563 | ) | $ | (6,184 | ) | $ | 12,714 | $ | 9,677 | $ | 22,391 | ||||||||||||
Allocation of net (loss) from discontinued operations | — | — | — | (2,519 | ) | (1,781 | ) | (4,300 | ) | (450 | ) | (344 | ) | (794 | ) | |||||||||||||||||||||
Allocation of net (loss) income | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (6,140 | ) | $ | (4,344 | ) | $ | (10,484 | ) | $ | 12,264 | $ | 9,333 | $ | 21,597 | ||||||||||||
Denominator for basic and diluted (loss) income per share: | ||||||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 22,612 | 15,513 | 38,125 | 21,981 | 15,552 | 37,533 | 21,145 | 16,244 | 37,389 | |||||||||||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | — | — | — | — | — | — | 200 | — | 200 | |||||||||||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,612 | 15,513 | 38,125 | 21,981 | 15,552 | 37,533 | 21,345 | 16,244 | 37,589 | |||||||||||||||||||||||||||
(Loss) income per share, basic: | ||||||||||||||||||||||||||||||||||||
(Loss) earnings per share from continuing operations | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | 0.6 | $ | 0.6 | $ | 0.6 | ||||||||||||
(Loss) per share from discontinued operations | — | — | — | (0.11 | ) | (0.11 | ) | (0.11 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||||||||||||||
(Loss) income per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | 0.58 | $ | 0.58 | $ | 0.58 | ||||||||||||
(Loss) income per share, diluted: | ||||||||||||||||||||||||||||||||||||
(Loss) earnings per share from continuing operations | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | 0.6 | $ | 0.6 | $ | 0.6 | ||||||||||||
(Loss) per share from discontinued operations | — | — | — | (0.11 | ) | (0.11 | ) | (0.11 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||||||||||||||
(Loss) income per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | 0.58 | $ | 0.58 | $ | 0.58 | ||||||||||||
The following were excluded from the weighted-average diluted shares computation for 2014, 2013, and 2012 (shares in thousands) because the effect would be anti-dilutive: | ||||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Options to purchase common shares | 288 | 717 | 472 | |||||||||||||||||||||||||||||||||
Non-vested restricted stock and restricted stock units | 741 | 527 | 325 | |||||||||||||||||||||||||||||||||
Total excluded | 1,029 | 1,244 | 797 | |||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||||||||||||||||||
Accumulated other comprehensive (loss) income consists of other comprehensive (loss) income. Other comprehensive (loss) income refers to gains and losses that, under U.S. GAAP, are recorded as an element of stockholders’ equity but are excluded from net loss. For the year ended December 31, 2014, the Company’s other comprehensive (loss) income consisted of a reclassification adjustment upon realization in the statement of operations of gains on available for sale securities that were previously included in accumulated other comprehensive income. | ||||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||||||||||||
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. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||
The following methods and assumptions were used by the Company in estimating fair value of each class of financial instruments for which it is practicable to estimate this value: | ||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||
The carrying amounts approximate fair value because of the short maturity of these instruments. | ||||||||||||||||||||||||
Available for Sale Securities, Trading Securities, and Contingent Consideration | ||||||||||||||||||||||||
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 available for sale securities, trading securities, and contingent consideration as of December 31, 2014 and 2013 fair value hierarchy (dollars in thousands): | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | — | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Trading securities | $ | — | $ | 9,350 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 360 | $ | — | $ | — | $ | 1,736 | ||||||||||||
Trading Securities | ||||||||||||||||||||||||
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 December 31, 2014 balance sheet. | ||||||||||||||||||||||||
Available for Sale Securities | ||||||||||||||||||||||||
As of December 31, 2013 the Company's available for sale securities are U.S. government securities with an amortized cost basis and aggregate fair value of $1.0 million and $1.0 million, respectively. Net unrealized gains included in other comprehensive (loss) income on the Company's available for sale securities totaled $0.1 million as of December 31, 2013. | ||||||||||||||||||||||||
Contingent Consideration | ||||||||||||||||||||||||
On October 24, 2011, wholly-owned subsidiaries of the Company acquired substantially all of the assets of Cornerstone Hospice, Inc. ("Cornerstone"). The acquisition includes contingent earn-out consideration that 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. As this fair value measurement is based upon the financial forecast of the combined acquired entities, which input is not observable in the market, it represents a Level 3 measurement. The fair value of the earn-out at December 31, 2013 was $1.1 million and at December 31, 2014 was $0.4 million which reflects a $0.8 million payment to the seller, a value adjustment due to Cornerstone not achieving their 2014 earn out of $0.5 million, and an adjustment of $0.1 million due to reductions in forecasted EBITDA, which reduced the likelihood of the business achieving their EBITDA target necessary for the earn-out to be paid in future period.. | ||||||||||||||||||||||||
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 goes 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 4%- 7%. | ||||||||||||||||||||||||
Below is a table listing the Level 3 rollforward as of December 31, 2014 (in thousands): | ||||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | (576 | ) | ||||||||||||||||||||||
Payout | (800 | ) | ||||||||||||||||||||||
Value at December 31, 2014 | $ | 360 | ||||||||||||||||||||||
Below is a table listing the amount of gain (loss) reclassified from accumulated OCI into income (effective portion) for the year ending December 31, 2014, 2013, and 2012 (in thousands): | ||||||||||||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) | |||||||||||||||||||||||
Reclassified from | Reclassified from Accumulated OCI into Income | |||||||||||||||||||||||
Accumulated OCI into Income | (Effective Portion) | |||||||||||||||||||||||
(Effective Portion) | Year Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Gain realized in net loss on investment available for sale, net of income tax | $ | (28 | ) | $ | — | $ | — | |||||||||||||||||
Interest expense | $ | — | $ | 169 | $ | 347 | ||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||||||
At December 31, 2014, 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 the Level 2 inputs, approximated the carrying value. The carrying value of the debt at December 31, 2014 was $410.8 million. 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. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||
Identified intangible assets are amortized over their useful lives except for trade names and certain other long-lived intangibles, which have an indefinite life. As described in Note 3, "Summary of Significant Accounting Policies," the Company recorded an impairment charge of $2.5 million for the year ended December 31, 2013 within the home health services reporting unit related to the home health licenses which is included within the caption "Impairment of long-lived assets" in the accompanying statement of operations. | ||||||||||||||
Amortization expense was approximately $0.3 million in 2014, $0.3 million in 2013 and $0.4 million in 2012. Amortization of the Company’s intangible assets at December 31, 2014 is expected to be approximately $0.3 million in 2015, $0.3 million in 2016, and zero in 2017 and thereafter. Identified intangible asset balances by major class at December 31, 2014 and 2013, are as follows (dollars in thousands): | ||||||||||||||
Cost | Life | Accumulated | Net Balance | |||||||||||
(in years) | Amortization | |||||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Covenants not-to-compete | $ | 520 | 5 | $ | (451 | ) | $ | 69 | ||||||
Leasehold interests | 5,050 | 29-Jul | (4,506 | ) | 544 | |||||||||
Total | $ | 5,570 | $ | (4,957 | ) | $ | 613 | |||||||
Intangible assets not subject to amortization: | ||||||||||||||
Trade names | $ | 14,130 | ||||||||||||
Other long-lived intangibles substantially related to operating licenses | 3,748 | |||||||||||||
Balance at December 31, 2014 | $ | 18,491 | ||||||||||||
Cost | Life | Accumulated | Net Balance | |||||||||||
(in years) | Amortization | |||||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Covenants not-to-compete | $ | 520 | 5 | $ | (399 | ) | $ | 121 | ||||||
Leasehold interests | 5,050 | 29-Jul | (4,241 | ) | 809 | |||||||||
Total | $ | 5,570 | $ | (4,640 | ) | $ | 930 | |||||||
Intangible assets not subject to amortization: | ||||||||||||||
Trade names | $ | 14,130 | ||||||||||||
Other long-lived intangibles substantially related to operating licenses | 3,748 | |||||||||||||
Balance at December 31, 2013 | $ | 18,807 | ||||||||||||
Business_Segments
Business Segments | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Business Segments | Business Segments | |||||||||||||||||||||||
The Company has three reportable operating segments: (i) long-term care services ("LTC"), which includes the operation of SNFs and ALFs which is the most significant portion of the Company's business, the Company's administrative services provided to an unrelated SNF operator, and the facility lease revenue from a third-party operator; (ii) the Company's rehabilitation therapy services business; and (iii) the Company's hospice and home health businesses. The "other" column in the table below includes general and administrative items. The Company's reportable segments are business units that offer different services, and that are managed differently due to the nature of the services provided. | ||||||||||||||||||||||||
At December 31, 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. The accounting policies of the reporting segments are the same as those described in Note 3, "Summary of Significant Accounting Policies." 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 financial data consolidated by business segment (dollars in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 657,532 | $ | 89,905 | $ | 82,618 | $ | — | $ | — | $ | 830,055 | ||||||||||||
Leased facility revenue | 3,201 | — | — | — | — | 3,201 | ||||||||||||||||||
Intersegment revenue | 2,086 | 56,340 | — | — | (58,426 | ) | — | |||||||||||||||||
Total revenue | $ | 662,819 | $ | 146,245 | $ | 82,618 | $ | — | $ | (58,426 | ) | $ | 833,256 | |||||||||||
Operating income (loss) | $ | 56,414 | $ | 13,307 | $ | (661 | ) | $ | (40,560 | ) | $ | — | $ | 28,500 | ||||||||||
Interest expense, net of interest income | (31,240 | ) | ||||||||||||||||||||||
Other income | 1 | |||||||||||||||||||||||
Equity in earnings of joint venture | 1,427 | |||||||||||||||||||||||
Debt modification/retirement costs | (843 | ) | ||||||||||||||||||||||
Loss from continuing operations before provision for income taxes | $ | (2,155 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 22,206 | $ | 647 | $ | 899 | $ | 570 | $ | — | $ | 24,322 | ||||||||||||
Segment capital expenditures | $ | 10,441 | $ | 85 | $ | 183 | $ | 2,272 | $ | — | $ | 12,981 | ||||||||||||
Adjusted EBITDA | $ | 81,248 | $ | 14,025 | $ | 6,993 | $ | (23,446 | ) | $ | — | $ | 78,820 | |||||||||||
Adjusted EBITDAR | $ | 99,409 | $ | 14,025 | $ | 8,832 | $ | (23,446 | ) | $ | — | $ | 98,820 | |||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 638,139 | $ | 102,169 | $ | 98,842 | $ | — | $ | — | $ | 839,150 | ||||||||||||
Leased facility revenue | 3,122 | — | — | — | — | 3,122 | ||||||||||||||||||
Intersegment revenue | 2,350 | 56,959 | — | — | (59,309 | ) | — | |||||||||||||||||
Total revenue | $ | 643,611 | $ | 159,128 | $ | 98,842 | $ | — | $ | (59,309 | ) | $ | 842,272 | |||||||||||
Operating income (loss) | $ | 51,281 | $ | 10,244 | $ | (8,717 | ) | $ | (27,283 | ) | $ | — | $ | 25,525 | ||||||||||
Interest expense, net of interest income | (33,923 | ) | ||||||||||||||||||||||
Other expense | 188 | |||||||||||||||||||||||
Equity in earnings of joint venture | 1,949 | |||||||||||||||||||||||
Debt modification/retirement costs | (2,828 | ) | ||||||||||||||||||||||
Loss from continuing operations before provision for income taxes | $ | (9,089 | ) | |||||||||||||||||||||
Depreciation and amortization | $ | 21,796 | $ | 688 | $ | 623 | $ | 664 | $ | — | $ | 23,771 | ||||||||||||
Segment capital expenditures | $ | 12,364 | $ | 132 | $ | 832 | $ | 108 | $ | — | $ | 13,436 | ||||||||||||
Adjusted EBITDA | $ | 71,500 | $ | 11,328 | $ | 8,865 | $ | (19,363 | ) | $ | — | $ | 72,330 | |||||||||||
Adjusted EBITDAR | $ | 88,490 | $ | 11,328 | $ | 10,703 | $ | (19,363 | ) | $ | — | $ | 91,158 | |||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 643,740 | $ | 104,403 | $ | 106,696 | $ | — | $ | — | $ | 854,839 | ||||||||||||
Leased facility revenue | 3,060 | — | — | — | — | 3,060 | ||||||||||||||||||
Intersegment revenue | 2,587 | 61,932 | — | — | (64,519 | ) | — | |||||||||||||||||
Total revenue | $ | 649,387 | $ | 166,335 | $ | 106,696 | $ | — | $ | (64,519 | ) | $ | 857,899 | |||||||||||
Operating income (loss) | $ | 72,259 | $ | 12,133 | $ | 15,349 | $ | (24,996 | ) | $ | — | $ | 74,745 | |||||||||||
Interest expense, net of interest income | (37,248 | ) | ||||||||||||||||||||||
Other income | (32 | ) | ||||||||||||||||||||||
Equity in earnings of joint venture | 1,948 | |||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 35,287 | ||||||||||||||||||||||
Depreciation and amortization | $ | 21,649 | $ | 669 | $ | 607 | $ | 716 | $ | — | $ | 23,641 | ||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||
Care Services | ||||||||||||||||||||||||
Segment capital expenditures | $ | 15,551 | $ | 823 | $ | 1,053 | $ | 2,098 | $ | — | $ | 19,525 | ||||||||||||
Adjusted EBITDA | $ | 93,306 | $ | 12,944 | $ | 17,102 | $ | (22,233 | ) | $ | — | $ | 101,119 | |||||||||||
Adjusted EBITDAR | $ | 109,728 | $ | 12,944 | $ | 18,591 | $ | (22,203 | ) | $ | — | $ | 119,060 | |||||||||||
A reconciliation of Adjusted EBITDA and Adjusted EBITDAR to net (loss) income is as follows (dollars in thousands): | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Adjusted EBITDAR | $ | 98,820 | $ | 91,158 | $ | 119,060 | ||||||||||||||||||
Rent cost of revenue | 20,000 | 18,828 | 17,941 | |||||||||||||||||||||
Adjusted EBITDA | 78,820 | 72,330 | 101,119 | |||||||||||||||||||||
Depreciation and amortization | (24,322 | ) | (23,771 | ) | (23,641 | ) | ||||||||||||||||||
Interest expense | (31,977 | ) | (34,258 | ) | (37,760 | ) | ||||||||||||||||||
Interest income | 737 | 335 | 512 | |||||||||||||||||||||
Impairment of long-lived assets (a) | (82 | ) | (19,000 | ) | — | |||||||||||||||||||
Debt modification/retirement costs (b) | (843 | ) | (2,828 | ) | (4,126 | ) | ||||||||||||||||||
Organization restructuring costs (c) | (1,592 | ) | (2,343 | ) | — | |||||||||||||||||||
Change in fair value of contingent consideration (d) | 576 | 3,702 | (817 | ) | ||||||||||||||||||||
Closure of California home health agency (e) | — | (419 | ) | — | ||||||||||||||||||||
Governmental investigation expense (f) | (6,000 | ) | — | — | ||||||||||||||||||||
Legal expense for non-routine matters (g) | (2,285 | ) | (2,531 | ) | — | |||||||||||||||||||
Combination related expense (h) | (13,697 | ) | (306 | ) | — | |||||||||||||||||||
Exit costs related to divested facilities (i) | (397 | ) | — | — | ||||||||||||||||||||
Losses at skilled nursing facility not at full operation (j) | (1,025 | ) | — | — | ||||||||||||||||||||
Loss on the sale of assets (k) | (68 | ) | — | — | ||||||||||||||||||||
Discontinued operations, net of taxes (l) | — | (4,300 | ) | (794 | ) | |||||||||||||||||||
(Benefit) provision for income taxes | (1,248 | ) | (2,905 | ) | 12,896 | |||||||||||||||||||
Net (loss) income | $ | (907 | ) | $ | (10,484 | ) | $ | 21,597 | ||||||||||||||||
Notes | ||||||||||||||||||||||||
(a) | During the third quarter of 2013, the Company recorded a goodwill impairment charge of $19.0 million related to its home health reporting unit. See "Note 3 - Goodwill and Long-lived Impairment Testing", for a more detailed discussion of the goodwill impairment charges. | |||||||||||||||||||||||
(b) | For the year ended December 31, 2014, the Company recorded debt modification/retirement costs of $0.8 million. The entire amount was related to the June 2014 credit facility agreement. During 2013, we recorded debt modification/retirement costs of $2.8 million. Of the $2.8 million expensed for debt modification, $1.1 million related to the June 2013 credit facility amendment. The remaining $1.7 million was related to deferred financing fees expensed on the extinguishment of term debt that was refinanced with HUD insured loans as well as the term debt that was refinanced with MidCap Financial. In the second quarter of 2012, the Company refinanced its senior subordinated notes (the "2014 Notes") and recorded debt retirement cost of $4.1 million for the year ended December 31, 2012. | |||||||||||||||||||||||
(c) | For the year ended December 31, 2014, the Company recorded $1.6 million in organization restructure costs. In 2013, the Company recorded $2.0 million in organization restructure costs. | |||||||||||||||||||||||
(d) | In 2013, a benefit of $3.7 million was recorded for the change in fair value of contingent consideration related to the 2010 hospice and home health acquisition due to reductions in forecasted EBITDA, which reduced the likelihood of the businesses achieving their EBITDA target necessary for the earn-out to be paid in future period. | |||||||||||||||||||||||
(e) | In the third quarter of 2013 the Company recorded a $0.4 million intangible asset impairment charge related to the closure of its California home health agency. | |||||||||||||||||||||||
(f) | On or about August 6, 2014, in relation to its investigation of Creekside Hospice, 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 intended to take over the actions and file an amended complaint within 90 days, asserting that certain claims for hospice services provided by Creekside Hospice 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 DOJ filed its complaint in intervention on November 25, 2014, against Creekside, Skilled Healthcare Group, Inc., and Skilled Healthcare, LLC, asserting, among other things, 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 DOJ is pursuing False Claims Act, NFCA, and federal common law claims remedies in 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 $11,000 per claim, as applicable. While the Company denies the allegations and will defend this action, the Company has accrued $6.0 million as a contingent liability in connection with the matter, but it could ultimately cost more than that amount to settle or otherwise resolve it, including to satisfy any judgment that might be rendered against the Company or Creekside Hospice if the litigation defense were ultimately unsuccessful. | |||||||||||||||||||||||
(g) | In 2014 and 2013 the Company incurred $2.3 million and $2.5 million, respectively, in legal expenses related to government investigations and similar non-routine legal matters. | |||||||||||||||||||||||
(h) | On February 2, 2015, the business and operations of Skilled and FC-GEN were combined. During 2014, we incurred $13.7 million in due diligence and merger related costs, including $2.0 million of employee severance costs. We expect to incur an additional $4.8 million of severance costs in 2015. In 2013, we incurred $0.3 million in the proposals to discuss the FC-GEN Combination. | |||||||||||||||||||||||
(i) | During 2014 the Company recorded $0.4 million in costs related to Sycamore and Dallas facilities divested during the end of 2013. | |||||||||||||||||||||||
(j) | In 2014 the Company recorded $1.0 million related to our Kansas City Traditional Care Center which was commencing operations. | |||||||||||||||||||||||
(k) | While unusual and non-recurring gains or losses on sales of assets are required under U.S. GAAP, these amounts are not reflective of income and losses of the Company's underlying business. | |||||||||||||||||||||||
(l) | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. | |||||||||||||||||||||||
The following table presents the segment assets as of December 31, 2014 compared to December 31, 2013 (dollars in thousands): | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||
Care Services | ||||||||||||||||||||||||
December 31, 2014: | ||||||||||||||||||||||||
Segment total assets | $ | 464,780 | $ | 50,113 | $ | 76,382 | $ | 59,681 | $ | 650,956 | ||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,036 | $ | 23,694 | $ | 62,594 | $ | — | $ | 87,324 | ||||||||||||||
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 | ||||||||||||||
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
The Company’s long-term debt is summarized as follows (dollars in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at December 31, 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 | $ | 242,314 | $ | 243,953 | ||||
Term Loan original issue discount | (704 | ) | (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 December 31, 2014 | 9,744 | — | ||||||
Revolving Credit Facility due April 2015, interest rate comprised of LIBOR plus 4.50%, or 4.74%, at December 31, 2014 and December 31, 2013 | 6,256 | 7,057 | ||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at December 31, 2014 and December 31, 2013 | 86,118 | 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 December 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 60,592 | 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 December 31, 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 | 789 | 959 | ||||||
Insurance premiums financed | 1,571 | 2,990 | ||||||
Other | — | 106 | ||||||
Total long-term debt | 410,845 | 419,125 | ||||||
Less amounts due within one year | (12,456 | ) | (7,630 | ) | ||||
Long-term debt, net of current portion | $ | 398,389 | $ | 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 were due until December 31, 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 December 31, 2014. As of December 31, 2014, the fixed charge coverage ratio was 2.55, which compares to a minimum requirement of 1.85 and the leverage ratio was 4.20, as compared to an allowed maximum of 5.25. | ||||||||
The senior secured credit agreement was terminated upon the closing of the Combination on February 2, 2015. | ||||||||
HUD Insured and Other Mortgage Loans | ||||||||
In 2013, we received funding of 10 loans insured by HUD. The loans have a combined aggregate original principal balance of $87.6 million and are secured by 10 skilled nursing facilities. The HUD insured loans have an average all in interest rate of approximately 5.3% and amortization terms of 30 to 35 years. As of December 31, 2014 the HUD insured loans have a combined aggregate principal balance of $86.1 million. | ||||||||
Accordingly, as of December 31, 2014, the Company has 10 mortgages insured by HUD, which are each secured by a skilled nursing facility. These mortgages have an average remaining term of 33 years with fixed interest rates ranging from 3.3% to 4.5% and a weighted average interest rate of 4.23%. Depending on the mortgage agreement, prepayments are generally allowed only after 12 months or 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 December 31, 2014. Any further HUD insured mortgages will require additional HUD approval. | ||||||||
All HUD-insured mortgages are non-recourse loans to the Company. All mortgages are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of December 31, 2014, the Company has escrow reserve funds of $1.6 million with the loan servicer that are reported within other current assets, and replacement reserve funds of $3.6 million in other assets. | ||||||||
As of December 31, 2014 the Company has 10 additional skilled nursing facilities securing a $60.6 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 December 31, 2014. The asset based revolving credit facility is secured by the accounts receivable of the 10 skilled nursing facilities. | ||||||||
Scheduled Maturities of Long-Term Debt | ||||||||
The scheduled maturities of long-term debt as of December 31, 2014 are as follows (in thousands): | ||||||||
Long-Term | ||||||||
Debt | ||||||||
2015 | $ | 12,456 | ||||||
2016 | 315,339 | |||||||
2017 | 1,683 | |||||||
2018 | 1,757 | |||||||
2019 | 1,607 | |||||||
Thereafter | 78,707 | |||||||
411,549 | ||||||||
Less original issue discount at December 31, 2014 | (704 | ) | ||||||
$ | 410,845 | |||||||
Other_Current_Assets_and_Other
Other Current Assets and Other Assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Other Current Assets and Other Assets | Other Current Assets and Other Assets | |||||||
Other current assets consisted of the following at December 31 (in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Current portion of notes receivable, net | $ | 1,389 | $ | 1,501 | ||||
Supplies inventory | 2,776 | 2,766 | ||||||
Income tax refund receivable | 5,917 | 7,654 | ||||||
Current portion of insurance recoveries | 80 | 226 | ||||||
Other current assets | 141 | 41 | ||||||
$ | 10,303 | $ | 12,188 | |||||
Other assets consisted of the following at December 31 (in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Equity investment in joint ventures (see Note 15) | $ | 4,950 | $ | 6,420 | ||||
Restricted cash | 33,687 | 26,965 | ||||||
Deposits and other assets | 11,118 | 9,147 | ||||||
Insurance recoveries | 70 | 176 | ||||||
$ | 49,825 | $ | 42,708 | |||||
Restricted Cash | ||||||||
In August 2003, SHG formed Fountain View Reinsurance, Ltd. (the "Captive"), a wholly-owned offshore captive insurance company, for the purpose of insuring its workers’ compensation liability in California. In connection with the formation of the Captive, the Company funds its estimated losses and is required to maintain certain levels of cash reserves on hand for claims related to occurrences prior to September 1, 2005. As of September 2011, the Captive commenced insuring a portion of the Company's professional liability and general liability. The Company is required to fund its estimated losses and to maintain certain cash reserve levels related to professional liability and general liability claims subsequent to August 31, 2011. As the use of these funds is restricted, the funds are classified as restricted cash in the Company’s consolidated balance sheets. Additionally, restricted cash includes amounts on deposit at the Company’s workers' compensation third-party claims administrator. | ||||||||
Deposits | ||||||||
In the normal course of business the Company is required to post security deposits with respect to its leased properties and to certain of the vendors with which it conducts business. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consisted of the following as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land and land improvements | $ | 62,236 | $ | 62,370 | ||||
Buildings and leasehold improvements | 326,892 | 320,923 | ||||||
Furniture and equipment | 96,192 | 87,392 | ||||||
Construction in progress | 6,794 | 8,621 | ||||||
492,114 | 479,306 | |||||||
Less accumulated depreciation | (160,984 | ) | (137,484 | ) | ||||
$ | 331,130 | $ | 341,822 | |||||
Leased facility assets consisted of the following as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,904 | ) | (4,432 | ) | ||||
$ | 8,944 | $ | 9,416 | |||||
The Company began leasing five skilled nursing facilities in California to an unaffiliated third party operator in April 2011 and signed a 10-year lease with two 10-year extension options exercisable by the lessee. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||
Income Taxes | Income Taxes | |||||||||||||||
The income tax (benefit) expense from operations consisted of the following for the years ended December 31 (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Federal: | ||||||||||||||||
Current | $ | (414 | ) | $ | (2,844 | ) | $ | 6,202 | ||||||||
Deferred | (1,104 | ) | (2,007 | ) | 4,755 | |||||||||||
State: | ||||||||||||||||
Current | 344 | 66 | 1,004 | |||||||||||||
Deferred | (74 | ) | 1,880 | 935 | ||||||||||||
Income tax (benefit) expense from continuing operations | (1,248 | ) | (2,905 | ) | 12,896 | |||||||||||
Income tax (benefit) expense from discontinued operations | — | (2,717 | ) | (458 | ) | |||||||||||
Income tax (benefit) expense | $ | (1,248 | ) | $ | (5,622 | ) | $ | 12,438 | ||||||||
A reconciliation of the income tax (benefit) expense on income from continuing operations computed at statutory rates to the Company's actual effective tax rate is summarized as follows for the years ended December 31 (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Federal rate (35%) | $ | (753 | ) | $ | (3,182 | ) | $ | 12,350 | ||||||||
State taxes, net of federal tax benefit | 94 | (252 | ) | 1,267 | ||||||||||||
Uncertain tax positions and related interest | (32 | ) | 53 | 25 | ||||||||||||
Lavender class action settlement | — | (1,050 | ) | — | ||||||||||||
Change in state valuation allowance, net of federal tax benefit | 126 | 1,517 | — | |||||||||||||
Other permanent items | 225 | 223 | 253 | |||||||||||||
Return to provision adjustment | (400 | ) | (573 | ) | (740 | ) | ||||||||||
Credits, net | (845 | ) | (520 | ) | (260 | ) | ||||||||||
Stock-based compensation | 422 | 808 | 38 | |||||||||||||
Other, net | (85 | ) | 71 | (37 | ) | |||||||||||
$ | (1,248 | ) | $ | (2,905 | ) | $ | 12,896 | |||||||||
Deferred income taxes result from temporary differences between the tax basis of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company's temporary differences are primarily attributable to purchase adjustments related to intangible assets, depreciation, allowances for doubtful accounts, settlement costs and accruals for professional and general liability expenses and compensation which are not deductible for tax purposes until paid. | ||||||||||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the Company generating sufficient operating income during the periods in which temporary differences become deductible. | ||||||||||||||||
At December 31, 2014 and 2013, we retained a valuation allowance for our state loss and credit carryforwards of $3.2 million and $3.0 million, respectively, as a result of certain restrictions regarding their utilization. On July 11, 2013, legislation was enacted in California that limits the carryover period for unused enterprise zone ("EZ") tax credits to 10 years beginning in 2014. Prior to this legislation, unused EZ tax credits could be carried over indefinitely. This change in carryforward period resulted in the recording of a $2.3 million increase to the state valuation allowance in 2013, which was partially offset by the federal benefit resulting from the increase in state valuation allowance of $0.8 million. | ||||||||||||||||
Significant components of the Company's deferred income tax assets and liabilities at December 31 are as follows (in thousands): | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Current | Non- | Current | Non- | |||||||||||||
Current | Current | |||||||||||||||
Deferred income tax assets: | ||||||||||||||||
Vacation and other accrued expenses | $ | 6,134 | $ | 5,890 | $ | 5,072 | $ | 9,372 | ||||||||
Allowance for doubtful accounts | 3,989 | — | 3,774 | — | ||||||||||||
Professional liability accrual | 1,061 | 1,765 | 3,260 | 951 | ||||||||||||
Rent accrual | 63 | 3,148 | 112 | 2,859 | ||||||||||||
Asset retirement obligation, net | — | 1,584 | — | 1,488 | ||||||||||||
Governmental investigation | 2,445 | — | — | — | ||||||||||||
CA EZ credit carryforward | — | 3,761 | — | 3,789 | ||||||||||||
Merger accruals | 5,259 | — | — | — | ||||||||||||
Intangible assets | — | 4,754 | — | 8,956 | ||||||||||||
Other | 1,973 | 524 | 1,069 | 502 | ||||||||||||
Total deferred income tax assets | 20,924 | 21,426 | 13,287 | 27,917 | ||||||||||||
Deferred income tax liabilities: | ||||||||||||||||
Fixed assets | — | (14,638 | ) | — | (14,495 | ) | ||||||||||
Prepaid Expenses | (1,674 | ) | — | (2,435 | ) | — | ||||||||||
Other | — | (1,926 | ) | — | (1,900 | ) | ||||||||||
Total deferred income tax liabilities | (1,674 | ) | (16,564 | ) | (2,435 | ) | (16,395 | ) | ||||||||
Net deferred income tax assets | 19,250 | 4,862 | 10,852 | 11,522 | ||||||||||||
Valuation allowance | (1,591 | ) | (1,630 | ) | (976 | ) | (2,050 | ) | ||||||||
Net deferred income tax assets | $ | 17,659 | $ | 3,232 | $ | 9,876 | $ | 9,472 | ||||||||
Significant judgment is required in determining the Company’s provision for income taxes. In the ordinary course of business, there are many transactions for which the ultimate tax outcome is uncertain. While the Company believes that its tax return positions are supportable, there are certain positions that may not be sustained upon review by tax authorities. Although the Company believes that adequate accruals have been made for such positions, the final resolution of those matters may be materially different than the amounts provided for in the Company’s historical income tax provisions and accruals. | ||||||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for 2014, 2013 and 2012 (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Balance at January 1, | $ | 321 | $ | 195 | $ | 135 | ||||||||||
Additions for tax positions of prior years | 56 | 158 | 139 | |||||||||||||
Settlements | (53 | ) | — | (79 | ) | |||||||||||
Reductions for lapses of statutes | (78 | ) | (32 | ) | — | |||||||||||
Balance at December 31, | $ | 246 | $ | 321 | $ | 195 | ||||||||||
At December 31, 2014, the total amount of unrecognized tax benefit was $0.2 million, which will result in a benefit to the provision for income taxes in subsequent years, if recognized. | ||||||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes line item of the consolidated statements of operations. As of December 31, 2014 and 2013, our accrued interest and penalties on unrecognized tax benefits was negligible. | ||||||||||||||||
The Company is subject to taxation in the United States and in various state jurisdictions. The Company's tax years 2011 and forward are subject to examination by the United States Internal Revenue Service. The Company’s tax years 2010 and forward are subject to examination by the Company's material state jurisdictions. The Internal Revenue Service is examining our 2012 tax year. We do not anticipate any material changes to our tax returns as filed. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity |
The Company did not declare or pay cash dividends in either 2014 or 2013. The Company does not anticipate paying any cash dividends on our common stock in the foreseeable future. The Company currently expects that it will retain all available cash, if any, for use as working capital and for other general purposes, including to service or repay the debt and to fund the operation and expansion of its business. Any payment of future dividends will be at the discretion of the board of directors and will depend on, among other things, the Company's earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. | |
Prior to the Combination, holders of the Company's Class A common stock were entitled to a voting power of one vote per share and holders of the Company's Class B common stock are entitled to a voting power of ten votes per share. Following the Combination, each holder of Genesis's Class A common stock, Class B common stock, and Class C common stock is entitled to one vote per share. Mandatory and optional conversion of the Class B common stock into Class A common stock exists on a one-for-one basis under certain circumstances. Mandatory conversion of the Class C common stock into the Class A common stock exists on a fractional basis, as determined at the time of the conversion pursuant to the formula specified in our certificates of incorporation, under certain circumstances. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
2005 Restricted Stock Plan | |||||||||||||
In December 2005, the Company’s board of directors adopted a restricted stock plan with respect to Skilled’s Class B common stock (the "Restricted Stock Plan"). The Restricted Stock Plan provided for awards of restricted stock to the Company’s officers and other key employees. Such grants of restricted stock were required to be evidenced by restricted stock agreements and were subject to the vesting and other requirements as determined at the time of grant by a committee appointed by the board of directors. Restricted shares of each initial participant vested (i) 25% on the date of grant and (ii) 25% on each of the first three anniversaries of the date of grant, unless such initial participant ceases to be an employee of or consultant to Skilled or any of its companies on the relevant anniversary date. As of December 31, 2014, the aggregate number of shares of Class B stock issued under the Restricted Stock Plan was 1.3 million, net of forfeitures, all of which have fully vested. No additional shares of common stock are available for issuance under this plan. | |||||||||||||
2007 Incentive Award Plan | |||||||||||||
In April 2007, Skilled's board of directors adopted the Skilled Healthcare Group, Inc. 2007 Incentive Award Plan (the "2007 Plan") that provides for cash-based and equity-based awards to the Company's directors, officers, and other key employees. In May 2008, the stockholders of the Company approved the 2007 Plan increasing the number of shares of the Company’s Class A common stock that may be issued under the 2007 Plan by 1.5 million shares to a total of 2.6 million shares. The 2007 Plan became effective immediately upon stockholder approval. The Company's stockholders approved an amendment of the 2007 Plan in May 2011, which increased the number of shares of Class A common stock available for issuance under the plan by 1.9 million shares to a total of 4.5 million shares. In May 2013, the Company's stockholders approved an amendment of the 2007 Plan, which increased the number of shares of Class A common stock available for issuance under the plan by 1.0 million shares to a total of 5.5 million shares. | |||||||||||||
Restricted stock awards granted under the 2007 Plan are subject to vesting and other requirements as determined at the time of award by a committee appointed by the board of directors. The restricted awards granted to non-employee directors are generally subject to a one-year vesting requirement. The restricted common shares awarded to executive officers and other key employees generally vest 25% on the first four anniversary dates of the award. In addition to restricted common shares, the Company also awards restricted stock units to certain directors. The restricted stock units have rights similar to the rights of restricted vested common shares and the non-employee director will ultimately receive one common share for each restricted stock unit. The fair value of the restricted common shares and restricted stock units is based on the award date market value of the common shares and is amortized over the vesting period on a ratable basis. | |||||||||||||
Under the 2007 Plan, incentive and nonqualified stock options may be granted to eligible participants for the right to purchase common stock at a specified price which may not be less than the fair market value on the date of the grant. Based on the terms of individual option grants, options granted under the 2007 Plan generally expire 10 years after the grant date and generally become exercisable over a period of four years, with annual vesting, based on continued employment. In 2014 and 2013, the Company granted no new options to purchase shares of Class A common stock. | |||||||||||||
In November 2008, the Company began granting performance based restricted Class A common shares and stock options to executive officers. The stock options vest ratably over a four-year period. The fair value of the stock options is valued utilizing the Black-Scholes model and is amortized over the vesting period of the options. The fair value of the performance shares is is recognized as compensation expense based on the most probable outcome of the performance condition which is evaluated quarterly using the Company's forecasted and actual results. As of December 31, 2014, there were 0.9 million non-vested performance based restricted stock awards outstanding as compared to 0.8 million for the same period in 2013. | |||||||||||||
As of December 31, 2014, the aggregate number of Class A common shares and restricted stock units issued under the 2007 plan was 4.6 million as compared to 3.7 million as of December 31, 2013. | |||||||||||||
During the year ended December 31, 2014, the following actively 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 | 948 | 4.86 | |||||||||||
Vested | (740 | ) | 4.63 | ||||||||||
Forfeited | (610 | ) | 5.49 | ||||||||||
Non-vested balance at December 31, 2014 | 1,854 | ||||||||||||
As of December 31, 2014, there was approximately $3.5 million of total unrecognized compensation costs related to restricted stock awards, restricted stock units and performance stock awards as compared to $4.6 million for the year ended December 31, 2013. These costs had a weighted-average remaining recognition period of 1.7 as of December 31, 2014 and 1.8 years as of December 31, 2013. The total fair value of shares vested during the years ended December 31, 2014, 2013, and 2012 was $5.1 million, $2.5 million, and $1.8 million, respectively. | |||||||||||||
There were no new stock options granted in the year ended December 31, 2014 and December 31, 2013. | |||||||||||||
There were 214,064 options exercised during the year ended December 31, 2014. As of December 31, 2014, there was less than $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 0.9 years. To the extent the forfeiture rate is different than the Company has anticipated, stock-based compensation related to these awards will be different from the Company's expectations. | |||||||||||||
The following table summarizes stock option activity during the year ended December 31, 2014 under the Skilled Healthcare Group, Inc. Amended and Restated 2007 Incentive Award Plan: | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Term | |||||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2014 | 795 | $ | 8.54 | ||||||||||
Granted | — | — | |||||||||||
Forfeited or cancelled | (208 | ) | 9.8 | ||||||||||
Outstanding at December 31, 2014 | 587 | $ | 9.35 | 4.54 | $ | 414,721 | |||||||
Fully vested and expected to vest at December 31, 2014 | 372 | $ | 9.35 | 4.54 | $ | 413,765 | |||||||
Exercisable at December 31, 2014 | 352 | $ | 9.44 | 4.4 | $ | 384,081 | |||||||
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. | |||||||||||||
The amount of compensation included in general and administrative expenses was $3.2 million, $1.7 million, and $3.0 million for the year ended December 31, 2014, 2013 and 2012, respectively. The amount of compensation included in cost of services was $1.0 million, $1.3 million, and $1.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||||||||||||||
Leases | ||||||||||||||||||||||||||||||||
The Company leases certain of its facilities under non-cancelable operating leases. The leases generally provide for payment of property taxes, insurance and repairs, and have rent escalation clauses, principally based upon the Consumer Price Index or other fixed annual adjustments. | ||||||||||||||||||||||||||||||||
The future minimum rental payments under non-cancelable operating leases that have initial or remaining lease terms in excess of one year as of December 31, 2014 are as follows (in thousands): | ||||||||||||||||||||||||||||||||
2015 | $ | 18,927 | ||||||||||||||||||||||||||||||
2016 | 17,618 | |||||||||||||||||||||||||||||||
2017 | 15,093 | |||||||||||||||||||||||||||||||
2018 | 10,618 | |||||||||||||||||||||||||||||||
2019 | 9,916 | |||||||||||||||||||||||||||||||
Thereafter | 40,043 | |||||||||||||||||||||||||||||||
$ | 112,215 | |||||||||||||||||||||||||||||||
The information above does not reflect the effects of the Combination, which occurred on February 2, 2015. | ||||||||||||||||||||||||||||||||
Legal Matters | ||||||||||||||||||||||||||||||||
The Company is a party to litigation and regulatory investigations arising in the ordinary course of business. With the exception of the specific matters noted below, management does not believe the results of such litigation and regulatory investigations, even if the outcome is unfavorable, would have a material adverse effect on the results of operations, financial position or cash flows of the Company. | ||||||||||||||||||||||||||||||||
Creekside Hospice Litigation | ||||||||||||||||||||||||||||||||
On August 2, 2013, the United States Attorney for the District of Nevada and the Civil Division of the U.S. Department of Justice (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. The DOJ filed its complaint in intervention on November 25, 2014, against Creekside, Skilled Healthcare Group, Inc., and Skilled Healthcare, LLC, asserting, among other things, 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 private party relators may attempt to continue to pursue any claims that the DOJ has not elected to pursue. The DOJ is pursuing False Claims Act, NFCA, and federal common law claims remedies in 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 $11,000 per claim, as applicable. | ||||||||||||||||||||||||||||||||
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 Hospice if the litigation defense were ultimately unsuccessful. | ||||||||||||||||||||||||||||||||
Therapy Matters Investigation | ||||||||||||||||||||||||||||||||
In February 2015, representatives of the U.S. Department of Justice Civil Division informed the Company that they are investigating and may pursue legal action against the Company and certain of its subsidiaries for alleged violations of the civil False Claims Act related to the provision of therapy services from 2005 through 2013. These laws could include the FCA and similar state laws. As noted above, the FCA provides for civil and administrative fines and penalties, including civil fines ranging from $5,500 to $11,000 per claim plus treble damages. Applicable state laws provide for similar penalties. Violations of these federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. Any damages, fines, penalties, other sanctions and costs that we may incur as a result of any federal and/or state suit could be significant and could have a material and adverse effect on our results of operations and financial condition. At this time, we cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government’s investigation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter. | ||||||||||||||||||||||||||||||||
Staffing Matters Investigation | ||||||||||||||||||||||||||||||||
In the course of communications in 2012-2013 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 DOJ indicated an interest in pursuing an action under the FCA and certain other legal theories based upon the jury findings of understaffing in the Humboldt County Action discussed below. (As discussed under “BMFEA Matter” below, the Company subsequently entered into a release with the BMFEA.) On February 10, 2015, the DOJ informed the Company that it intends to pursue legal action against the Company and certain of its subsidiaries related to staffing and certain quality of care allegations related to the issues adjudicated in the Humboldt County Action. These laws could include the FCA and similar state laws. As noted above, violations of the FCA or similar state laws and regulations could subject the Company and/or its subsidiaries to severe monetary and other penalties and remedies. Any damages, fines, penalties, other sanctions and costs that we may incur as a result of any federal or state suit could be significant and could have a material and adverse effect on our results of operations and financial condition. At this time, we cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government's evaluation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter. | ||||||||||||||||||||||||||||||||
Stockholder Litigation Regarding FC-GEN Combination | ||||||||||||||||||||||||||||||||
As discussed more fully in Note 18 - Combination with FC-GEN, on February 2, 2015, the business and operations of Skilled and FC-GEN were combined. Skilled, the Skilled board of directors, Onex Corporation ("Onex"), Genesis and Genesis HealthCare LLC ("Genesis HealthCare") are named as defendants in a purported class action lawsuit, In re Skilled Healthcare Group, Inc. Stockholder Litigation, C.A. No. 10097-DCN, a consolidation of two separate actions filed on September 5, 2014, and September 16, 2014, respectively, brought by individuals who claim to be stockholders of the Company. The consolidated complaint, filed on January 16, 2015, alleges, among other things, that the Board of Directors breached fiduciary duties owed to the Company’s stockholders by agreeing to enter into an agreement for a combination with FC-GEN in an all-stock transaction. The complaint seeks to recover damages resulting from defendants’ alleged wrongful conduct and rescission of the transaction. Skilled, the Skilled board of directors and Genesis believe that the claims in this action are without merit and intend to defend against it vigorously. However, Plaintiff decided to voluntarily dismiss their case without prejudice. The court order granting the stipulation to dismiss the case was filed on February 13, 2015. | ||||||||||||||||||||||||||||||||
Humboldt County Injunction | ||||||||||||||||||||||||||||||||
In connection with the September 2010 settlement of the class action litigation against Skilled and certain of its subsidiaries related to, among other matters, alleged understaffing at certain California skilled nursing facilities operated by Skilled's subsidiaries (the "Humboldt County Action"), Skilled and its defendant subsidiaries (collectively, the "Defendants”) entered into settlement agreements with the plaintiffs and intervenor and agreed to an injunction. The settlement was approved by the Superior Court of California, Humboldt County on November 30, 2010. Under the terms of the settlement agreements, the defendant entities deposited a total of $50.0 million into escrow accounts to cover settlement payments to class members, notice and claims administration costs, reasonable attorneys' fees and costs and certain other payments, including $5.0 million to settle certain government agency claims and potential government claims that may arise. Of the $5.0 million provided for such government claims, $1.0 million has been released by the court to the Humboldt County Treasurer-Tax Collector on behalf of the People of the State of California for their release of the Defendants. The remaining $4.0 million was available for the settlement and releases by the California Attorney General and certain other District Attorneys. However, in the event that any of these government authorities were to instead file certain actions against the Defendants by the second anniversary of the effective date of the settlement agreement, which occurred in February 2013, the entire $4.0 million would have reverted to the Defendants upon their request to the Settlement Administrator. No such actions were filed, however, resulting in an additional $1.0 million distribution to the Humboldt County District Attorney's Office and the remaining $3.0 million was distributed to the class settlement fund, as required by the settlement agreement. | ||||||||||||||||||||||||||||||||
In addition to the payments to the Humboldt County Treasurer-Tax Collector on behalf of the People of the State of California, the court also approved payments from the escrow of up to approximately $24.8 million for 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 laws governing staffing levels and posting requirements, and provide reports and information to a court-appointed auditor. The injunction was to remain in effect for a period of twenty-four months unless extended for additional three-month periods as to those Defendants that may be found in violation. Defendants demonstrating compliance for an eighteen-month period that ended September 30, 2012 were permitted to petition for early termination of the injunction. The Defendants were required to demonstrate over the term of the injunction that the costs of the injunction met a minimum threshold level pursuant to the settlement agreement, which level, initially $9.6 million, was reduced by the portion attributable to any Defendant in the case that no longer operated a skilled nursing facility during the injunction period. | ||||||||||||||||||||||||||||||||
In April 2011, five of the subsidiary Defendants transferred their operations to an unaffiliated third party skilled nursing facility operator (the “Former Humboldt County Facilities”). On November 14, 2012, the Defendants filed a motion to terminate the injunction and vacate the final judgment in the Humboldt County Action. Based upon compliance with the injunction through the requisite eighteen-month period, on December 21, 2012, the Superior Court of California, Humboldt County granted the Defendants' motion for early termination of the injunction, and the injunction has now ended with respect to the 17 California nursing facilities that the subsidiary Defendants still operate. In its order, the court determined that the injunction termination did not apply to the Former Humboldt County Facilities. However, the 2010 court-approved stipulation and order establishing the injunction provides that the injunction applies to the named defendants and any successor licensees of the applicable nursing facilities, but only if those successor licensees are affiliates of the named defendants. As noted above, the Former Humboldt County Facilities have been operated by an unaffiliated third party since April 2011. Therefore, under the terms of the injunction it does not apply to the Former Humboldt County Facilities unless an affiliate of the Defendants operates them. Pursuant to the BMFEA matter discussed below the California theories in this context were released in February 2013. | ||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||
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 December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,868 | (1) | $ | 1,551 | (2) | $ | 6,251 | (2) | $ | 15,670 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 13,710 | — | 15,646 | 29,356 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 21,578 | $ | 1,551 | $ | 21,897 | $ | 45,026 | $ | 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 wholly-owned rehabilitation services company, 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 Audit Contractor ("RAC") 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 2014. | ||||||||||||||||||||||||||||||||
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 guarantees are full and unconditional and joint and several. Other subsidiaries of Skilled that are not guarantors are considered minor. On May 12, 2012, the Company redeemed the entire $130.0 million of its then outstanding 11.0% senior subordinated notes due 2014 (the "2014 Notes"). The 2014 Notes were guaranteed by substantially all of Skilled's wholly-owned subsidiaries on terms similar to their guarantees of the Company's first lien senior secured credit facility. | ||||||||||||||||||||||||||||||||
Purchase Commitment | ||||||||||||||||||||||||||||||||
As of December 31, 2014, the Company had no outstanding purchase commitments, except as noted under Leases above. |
Material_Transactions_with_Rel
Material Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Material Transactions with Related Parties | Material Transactions with Related Parties |
Agreement with Onex Partners Manager LP | |
Upon completion of the Transactions, the Company entered into an agreement with Onex Partners Manager LP, or Onex Manager, a wholly-owned subsidiary of Onex Corporation. In exchange for providing the Company with corporate finance and strategic planning consulting services, the Company paid Onex Manager an annual fee of $0.5 million. The aforementioned agreement with Onex Manager was terminated upon the closing of the Combination on February 2, 2015. |
Investment_in_Unconsolidated_J
Investment in Unconsolidated Joint Venture Investment in Unconsolidated Joint Venture | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture | ||||||||||||
Since 1996, the Company had a 50% equity interest in APS - Summit Care Pharmacy, LLC, or APS - Summit Care, which is a joint venture 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 December 31, 2014 and 2013 of $4.1 million and $5.6 million, respectively, is included in other assets in the consolidated balance sheets. The following tables provide summarized information from the balance sheet and statement of earnings for APS - Summit Care as of December 31: | |||||||||||||
Statement of Earnings | |||||||||||||
(In thousands) | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Sales | $ | 16,021 | $ | 26,900 | $ | 27,802 | |||||||
Gross Profit | 2,789 | 4,559 | 2,969 | ||||||||||
Net Income | $ | 2,255 | $ | 3,374 | $ | 3,040 | |||||||
Balance Sheet | |||||||||||||
(In thousands) | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Current Assets | $ | 3,114 | $ | 3,518 | |||||||||
Non-Current Assets | 1,177 | 1,078 | |||||||||||
Current Liabilities | 174 | 96 | |||||||||||
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan |
The Company sponsors a defined contribution plan covering substantially all employees who meet certain eligibility requirements. The Company did not match employee contributions for the defined contribution plan in 2014 and 2013. |
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Information | Quarterly Financial Information (Unaudited) | |||||||||||||||
The following table summarizes unaudited quarterly financial data for the years ended December 31, 2014 and 2013 (dollars in thousands, except share and per share data): | ||||||||||||||||
Three Months Ended, | ||||||||||||||||
December 31 | September 30 | June 30 | March 31 | |||||||||||||
2014 | ||||||||||||||||
Revenue | $ | 210,359 | $ | 208,618 | $ | 206,979 | $ | 207,300 | ||||||||
Total expense | 203,941 | 200,810 | 202,738 | 197,266 | ||||||||||||
Other expenses, net of other income | (7,577 | ) | (7,315 | ) | (8,366 | ) | (7,398 | ) | ||||||||
(Loss) income from continuing operations before provision (benefit) for income taxes | (1,159 | ) | 493 | (4,125 | ) | 2,636 | ||||||||||
(Benefit) provision for income taxes | (1,094 | ) | (150 | ) | (1,345 | ) | 1,341 | |||||||||
(Loss) income from continuing operations | (65 | ) | 643 | (2,780 | ) | 1,295 | ||||||||||
Loss from discontinued operations, net of tax | — | — | — | — | ||||||||||||
Net (loss) income | $ | (65 | ) | $ | 643 | $ | (2,780 | ) | $ | 1,295 | ||||||
Earnings (loss) per share, basic: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Loss per common share from discontinued operations | — | — | — | — | ||||||||||||
Earnings (loss) per share | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Earnings (loss) per share, diluted: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Loss per common share from discontinued operations | — | — | — | — | ||||||||||||
Earnings (loss) per share | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Weighted-average common shares outstanding, basic | 38,218 | 38,207 | 38,098 | 37,972 | ||||||||||||
Weighted-average common shares outstanding, diluted | 38,218 | 38,463 | 38,098 | 38,202 | ||||||||||||
Three Months Ended, | ||||||||||||||||
December 31 | September 30 | June 30 | March 31 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | 208,278 | $ | 208,744 | $ | 210,192 | $ | 215,058 | ||||||||
Total expense | 197,727 | 217,650 | 197,995 | 203,375 | ||||||||||||
Other expenses, net of other income | (8,883 | ) | (8,357 | ) | (9,270 | ) | (8,104 | ) | ||||||||
Income (loss) from continuing operations before provision for income taxes | 1,668 | (17,263 | ) | 2,927 | 3,579 | |||||||||||
Provision (benefit) for income taxes | 1,035 | (5,324 | ) | 1,139 | 245 | |||||||||||
Income (loss) from continuing operations | 633 | (11,939 | ) | 1,788 | 3,334 | |||||||||||
Loss from discontinued operations, net of tax | (3,635 | ) | (136 | ) | (265 | ) | (264 | ) | ||||||||
Net (loss) income | $ | (3,002 | ) | $ | (12,075 | ) | $ | 1,523 | $ | 3,070 | ||||||
Earnings (loss) per share, basic: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | (0.32 | ) | $ | 0.05 | $ | 0.08 | |||||||
Loss per common share from discontinued operations | (0.10 | ) | — | (0.01 | ) | — | ||||||||||
(Loss) earnings per share | $ | (0.08 | ) | $ | (0.32 | ) | $ | 0.04 | $ | 0.08 | ||||||
Earnings (loss) per share, diluted: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | (0.32 | ) | $ | 0.05 | $ | 0.08 | |||||||
Loss per common share from discontinued operations | (0.10 | ) | — | (0.01 | ) | — | ||||||||||
(Loss) earnings per share | $ | (0.08 | ) | $ | (0.32 | ) | $ | 0.04 | $ | 0.08 | ||||||
Weighted-average common shares outstanding, basic | 37,431 | 37,499 | 37,646 | 37,557 | ||||||||||||
Weighted-average common shares outstanding, diluted | 37,431 | 37,499 | 38,186 | 38,034 | ||||||||||||
Earnings per basic and diluted share are computed independently for each of the quarters presented based upon basic and diluted shares outstanding per quarter and therefore may not sum to the totals for the year. |
Subsequent_Event_Combination_w
Subsequent Event - Combination with FC-GEN | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event - Combination with FC-GEN |
On August 18, 2014, Skilled entered into a Purchase and Contribution Agreement with FC-GEN for the Combination of the businesses and operations of FC-GEN and Skilled. The closing of the Combination transaction occurred on February 2, 2015. After completion of the transaction, the combined company operates under the name Genesis Healthcare, Inc. and the Class A common stock of Skilled continues to trade on the NYSE. | |
In connection with the Combination on February 2, 2015, Skilled's first lien senior secured term loan, Skilled's mortgage loans, and asset based revolving credit facility were repaid. |
Schedule_II_Valuation_Accounts
Schedule II - Valuation Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Schedule II - Valuation Accounts | Financial Statement Schedule: | ||||||||||||||||
SKILLED HEALTHCARE GROUP, INC. | |||||||||||||||||
SCHEDULE II—VALUATION ACCOUNTS | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance at | Charged to | Deductions(1) | Balance at | ||||||||||||||
Beginning of | Costs and | End | |||||||||||||||
Period | Expenses | of Period | |||||||||||||||
Accounts receivable allowances | |||||||||||||||||
Year Ended December 31, 2014 | $ | 16,665 | $ | 14,125 | $ | (12,860 | ) | $ | 17,930 | ||||||||
Year Ended December 31, 2013 | $ | 15,646 | $ | 14,396 | $ | (13,377 | ) | $ | 16,665 | ||||||||
Year Ended December 31, 2012 | $ | 15,238 | $ | 7,409 | $ | (7,001 | ) | $ | 15,646 | ||||||||
Notes receivable allowances | |||||||||||||||||
Year Ended December 31, 2014 | $ | — | $ | — | $ | — | |||||||||||
Year Ended December 31, 2013 | $ | 130 | $ | — | $ | (130 | ) | $ | — | ||||||||
Year Ended December 31, 2012 | $ | 175 | $ | — | $ | (45 | ) | $ | 130 | ||||||||
________________ | |||||||||||||||||
-1 | Uncollectible accounts written off, net of recoveries |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation | ||
The consolidated financial statements of the Company include the accounts of the Company and the Company's wholly-owned companies. All significant intercompany transactions have been eliminated in consolidation. | |||
Estimates and Assumptions | Estimates and Assumptions | ||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which requires the Company to consolidate company financial information and make informed 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 consolidated financial statements relate to revenue, allowance for doubtful accounts, self-insured liability risks, income taxes, valuation of contingent consideration and impairment of long-lived assets and goodwill. Actual results could differ from those estimates. | |||
Revenue and Accounts Receivables | 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 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. | |||
Overall payments made by Medicare for hospice services are subject to an annual cap amount on a per hospice agency basis. Total Medicare payments received for services rendered during the applicable Medicare hospice cap year by each Medicare-certified agency during this period are compared to the cap amount for the relevant period. Payments in excess of the cap are subject to recoupment by Medicare. | |||
Risks and Uncertainties | Risks and Uncertainties | ||
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in substantial compliance with applicable laws and regulations. Compliance with such laws and regulations is subject to ongoing and future government review and interpretation, including processing claims at lower amounts upon audit as well as significant regulatory action including revenue adjustments, fines, penalties, and exclusion from the Medicare and Medicaid programs. | |||
Concentration of Credit Risk | Concentration of Credit Risk | ||
The Company has significant accounts receivable balances whose collectability is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there is significant credit risk associated with these governmental programs. The Company believes that an adequate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less. At December 31, 2014, the Company had aggregate cash of $3.6 million. This available cash is held in accounts at commercial banking institutions. The Company has periodically invested in AAA money market funds. To date, the Company has not experienced any loss or restricted access to its invested cash or cash equivalents; however, the Company can provide no assurances that access to its invested cash or cash equivalents will not be impacted by adverse conditions in the financial markets. | |||
Property and Equipment | Property and Equipment | ||
Upon the consummation of the Onex Transaction all property and equipment were stated at fair value. Property and equipment acquired subsequent to the Onex Transaction were recorded at cost or at fair value if acquired as part of a business combination. Major renovations or improvements are capitalized, whereas ordinary maintenance and repairs are expensed as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: | |||
Buildings and improvements | 15-40 years | ||
Leasehold improvements | Shorter of the lease term or estimated useful life, generally | ||
5-10 years | |||
Furniture and equipment | 3-10 years | ||
Depreciation and amortization of property and equipment under capital leases is included in depreciation and amortization expense. For leasehold improvements, where the Company has acquired the right of first refusal to purchase or to renew the lease, amortization is based on the lesser of the estimated useful lives or the period covered by the right. | |||
Goodwill and Long-Lived Assets | Goodwill and Long-Lived Assets | ||
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as purchases. Goodwill is subject to periodic testing for impairment. Goodwill of a reporting unit is tested for impairment on an annual basis, or, if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount, between annual testing. The Company has selected October 1 as the date to test goodwill for impairment on an annual basis. The Company periodically evaluates the carrying value of long-lived assets other than goodwill, primarily consisting of our investments in real estate, for impairment indicators. If indicators of impairment are present, the carrying value of the related real estate investments in relation to the future discounted cash flows of the underlying operations is evaluated to assess recoverability of the assets. Measurement of the amount of the impairment, if any, may be based on independent appraisals, established market values of comparable assets or estimates of future cash flows expected. The estimates of these future cash flows are based on assumptions and projections believed by management to be reasonable and supportable. They require management's subjective judgments and take into account assumptions about revenue and expense growth rates. These assumptions may vary by type of long-lived asset. | |||
Goodwill and Long-Lived Asset Impairment Testing | |||
As of December 31, 2014, goodwill in the amount of $68.8 million was recorded on the Company's consolidated balance sheet, of which $9.7 million related to the rehabilitation therapy unit, $53.6 million related to the hospice reporting unit and $5.5 million related to the home health reporting unit. | |||
The Company did not record a goodwill impairment or an impairment of long-lived assets charge in 2014. | |||
As of December 31, 2013, goodwill in the amount of $69.1 million was recorded on the Company's consolidated balance sheet, of which $9.7 million related to the rehabilitation therapy unit, $53.7 million related to the hospice reporting unit and $5.7 million related to the home health reporting unit. | |||
As of September 30, 2013, the Company determined the fair value of the long-term care, therapy services and hospice and home health services reporting units for goodwill and intangible assets based upon a combination of the discounted cash flow (income approach) and guideline public company method (market approach). After the fair value was determined and compared to the carrying value of each reporting entity, the Company concluded that the carrying value of the home health care services reporting unit exceeded its fair value and step two of the analysis was performed. The fair value of the long-term care, therapy services, and hospice reporting units exceeded their carrying value. | |||
Upon completion of step two, the Company recorded a goodwill impairment charge as of and for the twelve months ended December 31, 2013 of $16.5 million with respect to the home health services reporting unit as the carrying value of goodwill exceeded its implied fair value. This amount is included within the caption "Impairment of long-lived assets" in the accompanying statement of operations. Additionally, after evaluating its long-lived assets, an impairment charge of $2.5 million was recognized within the home health services reporting unit related to the home health licenses and is included within the caption "Impairment of long-lived assets" in the accompanying statement of operations for the year ended December 31, 2013. | |||
D | |||
Deferred Financing Costs | eferred Financing Costs | ||
Deferred financing costs substantially relate to the senior secured credit facility agreement, the HUD insured loans, and the mortgage loans see Note 7 - "Debt," and are being amortized over the maturity periods using an effective-interest method for the term debt component of the senior secured credit facility. A | |||
Income Taxes | ncome Taxes | ||
The Company uses the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, "Income Taxes." Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. A valuation allowance is established for deferred tax assets unless their realization is considered more likely than not. When the company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. | |||
In accordance with the relevant accounting standards, the Company applies a recognition threshold and measurement attribute of more likely than not for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
Interest Rate Hedges | nterest Rate Hedges | ||
The Company's senior secured credit facility agreement exposes the Company to variability in interest payments due to changes in interest rates. The Company entered into an interest rate swap agreement on June 30, 2010 in order to manage fluctuations in cash flows resulting from interest rate risk. | |||
Interest in joint ventures | nterests in joint ventures | ||
Joint ventures are entities over which the Company has significant influence but not control, generally achieved by a shareholding of at least 20% of the voting rights. The equity method is used to account for investments in joint ventures and investments are initially recognized at cost. | |||
Stock Options and Equity Related Charges | tock Options and Equity Related Charges | ||
The Company measures and recognizes expense for all share-based payment awards made to employees and directors. The fair value of share-based payment awards is estimated at grant date using an option pricing model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Share-based compensation expense included in the accompanying statements of operations has not been retroactively adjusted to reflect the vesting of shares upon closing of the Combination. | |||
Asset Retirement Obligations | sset Retirement Obligations | ||
A liability is recognized for the fair value of a legal obligation to perform asset-retirement activities that are conditioned on the occurrence of a future event if the amount can be reasonably estimated, or where it cannot, disclosure that such a liability exists, but has not been recognized, and the reasons why a reasonable estimate cannot be made. | |||
The Company determined that a conditional asset retirement obligation exists for asbestos remediation. Though not a current health hazard in its facilities, upon renovation the Company may be required to take the appropriate remediation procedures in compliance with state law to remove the asbestos. The removal of asbestos-containing materials includes primarily floor and ceiling tiles from the Company’s pre-1980 constructed facilities. The fair value of the conditional asset retirement obligation was determined as the present value of the estimated future cost of remediation based on an estimated expected date of remediation. This computation is based on a number of assumptions which may change in the future based on the availability of new information, technology changes, changes in costs of remediation, and other factors. Any change in the assumptions can impact the value of the determined liability and will be recognized as a change in estimate in the period identified. | |||
Operating Leases | perating Leases | ||
As of December 31, 2014, 23 of the Company's 95 long-term care facilities that it operates were leased. The leases require payment of real estate taxes, insurance and common area maintenance in addition to rent. Most of the leases contain renewal options and rent escalation clauses. | |||
For leases that contain predetermined fixed escalations of the minimum rent, the Company recognizes the related rent expense on a straight-line basis from the date the Company takes possession of the property to the expected end of the lease term. The Company records any difference between the straight-line rent amounts and amounts payable under the leases as part of deferred rent, in accrued liabilities or other long-term liabilities, as appropriate. | |||
Loss per Share | Loss) Income per Share | ||
The Company computes (loss) income per share of Class A common stock and Class B common stock using the two-class method. The Company’s Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights and except that each share of Class B common stock is convertible into one share of Class A common stock under certain circumstances. Net (loss) income is allocated on a proportionate basis to each class of common stock in the determination of loss per share. | |||
Basic (loss) income per share was computed by dividing net loss by the weighted-average number of outstanding shares for the period. | |||
Accumulated Other Comprehensive Income (Loss) | ccumulated Other Comprehensive (Loss) Income | ||
Accumulated other comprehensive (loss) income consists of other comprehensive (loss) income. Other comprehensive (loss) income refers to gains and losses that, under U.S. GAAP, are recorded as an element of stockholders’ equity but are excluded from net loss. For the year ended December 31, 2014, the Company’s other comprehensive (loss) income consisted of | |||
Recent Accounting Pronouncements | ecent Accounting Pronouncements | ||
I |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Summary of the discontinued operations | A summary of the discontinued operations for the periods presented is as follows (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net operating revenues | $ | — | $ | 13,699 | $ | 14,724 | ||||||
Operating expenses | — | 15,026 | 15,976 | |||||||||
(Loss) from disposal of assets | — | (5,690 | ) | — | ||||||||
(Loss) from discontinued operations | — | (7,017 | ) | (1,252 | ) | |||||||
Income tax (benefit) | — | (2,717 | ) | (458 | ) | |||||||
(Loss) from discontinued operations | $ | — | $ | (4,300 | ) | $ | (794 | ) | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Revenue by Payor Classes | The following table summarizes how the Company's revenue is derived from services provided to patients by payor classes (including leased facility revenue which is included within private pay and other) (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | |||||||||||||||||||||||||||||||
Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | |||||||||||||||||||||||||||||||
Medicare | $ | 236,833 | 28.4 | % | $ | 260,131 | 30.9 | % | $ | 287,918 | 33.6 | % | ||||||||||||||||||||||||
Medicaid | 283,674 | 34.1 | 266,450 | 31.6 | 260,872 | 30.4 | ||||||||||||||||||||||||||||||
Subtotal Medicare and Medicaid | 520,507 | 62.5 | 526,581 | 62.5 | 548,790 | 64 | ||||||||||||||||||||||||||||||
Managed Care | 117,644 | 14.1 | 107,115 | 12.7 | 96,592 | 11.3 | ||||||||||||||||||||||||||||||
Private pay and other | 195,105 | 23.4 | 208,576 | 24.8 | 212,517 | 24.7 | ||||||||||||||||||||||||||||||
Total | $ | 833,256 | 100 | % | $ | 842,272 | 100 | % | $ | 857,899 | 100 | % | ||||||||||||||||||||||||
Schedule of Revenue from External Customers by Geographic Area | The following table sets forth revenue by state and revenue by state as a percentage of total revenue for the periods (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Revenue | Percentage of | Revenue | Percentage of | Revenue | Percentage of | |||||||||||||||||||||||||||||||
Dollars | Revenue | Dollars | Revenue | Dollars | Revenue | |||||||||||||||||||||||||||||||
California | $ | 335,325 | 40.2 | % | $ | 343,948 | 40.8 | % | $ | 342,398 | 39.9 | % | ||||||||||||||||||||||||
Texas | 168,623 | 20.2 | 164,369 | 19.5 | 172,215 | 20.1 | ||||||||||||||||||||||||||||||
New Mexico | 100,189 | 12 | 98,901 | 11.7 | 99,439 | 11.6 | ||||||||||||||||||||||||||||||
Kansas | 63,690 | 7.7 | 60,848 | 7.2 | 61,662 | 7.2 | ||||||||||||||||||||||||||||||
Nevada | 54,467 | 6.6 | 59,410 | 7.1 | 62,916 | 7.3 | ||||||||||||||||||||||||||||||
Missouri | 61,615 | 7.4 | 58,644 | 7 | 59,743 | 7 | ||||||||||||||||||||||||||||||
Montana | 13,470 | 1.6 | 14,220 | 1.7 | 15,665 | 1.8 | ||||||||||||||||||||||||||||||
Arizona | 9,156 | 1.1 | 14,053 | 1.7 | 14,618 | 1.7 | ||||||||||||||||||||||||||||||
Idaho | 9,571 | 1.1 | 10,603 | 1.3 | 10,300 | 1.2 | ||||||||||||||||||||||||||||||
Iowa | 10,075 | 1.2 | 9,556 | 1.1 | 10,598 | 1.2 | ||||||||||||||||||||||||||||||
Nebraska | 7,075 | 0.9 | 6,246 | 0.7 | 4,721 | 0.6 | ||||||||||||||||||||||||||||||
Indiana | — | — | 1,474 | 0.2 | 3,624 | 0.4 | ||||||||||||||||||||||||||||||
Total | $ | 833,256 | 100 | % | $ | 842,272 | 100 | % | $ | 857,899 | 100 | % | ||||||||||||||||||||||||
Schedule of Accounts Receivable by Payor Classes | The Company's accounts receivable is derived from services provided to patients in the following payor classes for the years ended December 31 (in thousands): | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||
Medicare | $ | 25,014 | $ | 30,063 | ||||||||||||||||||||||||||||||||
Medicaid | 43,334 | 28,153 | ||||||||||||||||||||||||||||||||||
Subtotal Medicare and Medicaid | 68,348 | 58,216 | ||||||||||||||||||||||||||||||||||
Managed care | 33,027 | 24,874 | ||||||||||||||||||||||||||||||||||
Private pay and other | 40,658 | 40,790 | ||||||||||||||||||||||||||||||||||
Total accounts receivable | 142,033 | 123,880 | ||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | (17,930 | ) | (16,665 | ) | ||||||||||||||||||||||||||||||||
Accounts receivable, net | $ | 124,103 | $ | 107,215 | ||||||||||||||||||||||||||||||||
Property, Plant and Equipment | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: | |||||||||||||||||||||||||||||||||||
Buildings and improvements | 15-40 years | |||||||||||||||||||||||||||||||||||
Leasehold improvements | Shorter of the lease term or estimated useful life, generally | |||||||||||||||||||||||||||||||||||
5-10 years | ||||||||||||||||||||||||||||||||||||
Furniture and equipment | 3-10 years | |||||||||||||||||||||||||||||||||||
Property and equipment consisted of the following as of December 31 (in thousands): | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||
Land and land improvements | $ | 62,236 | $ | 62,370 | ||||||||||||||||||||||||||||||||
Buildings and leasehold improvements | 326,892 | 320,923 | ||||||||||||||||||||||||||||||||||
Furniture and equipment | 96,192 | 87,392 | ||||||||||||||||||||||||||||||||||
Construction in progress | 6,794 | 8,621 | ||||||||||||||||||||||||||||||||||
492,114 | 479,306 | |||||||||||||||||||||||||||||||||||
Less accumulated depreciation | (160,984 | ) | (137,484 | ) | ||||||||||||||||||||||||||||||||
$ | 331,130 | $ | 341,822 | |||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | he following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock and Class B common stock (dollars in thousands, except per share data): | |||||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||||
Class A | Class B | Total | Class A | Class B | Total | Class A | Class B | Total | ||||||||||||||||||||||||||||
(Loss) income per share, basic | ||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||
Allocation of net (loss) income from continuing operations | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (3,621 | ) | $ | (2,563 | ) | $ | (6,184 | ) | $ | 12,663 | $ | 9,728 | $ | 22,391 | ||||||||||||
Allocation of net (loss) from discontinued operations | — | — | — | (2,519 | ) | (1,781 | ) | (4,300 | ) | (449 | ) | (345 | ) | (794 | ) | |||||||||||||||||||||
Allocation of net (loss) income | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (6,140 | ) | $ | (4,344 | ) | $ | (10,484 | ) | $ | 12,214 | $ | 9,383 | $ | 21,597 | ||||||||||||
(Loss) income per share, diluted | ||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||
Allocation of net (loss) income from continuing operations | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (3,621 | ) | $ | (2,563 | ) | $ | (6,184 | ) | $ | 12,714 | $ | 9,677 | $ | 22,391 | ||||||||||||
Allocation of net (loss) from discontinued operations | — | — | — | (2,519 | ) | (1,781 | ) | (4,300 | ) | (450 | ) | (344 | ) | (794 | ) | |||||||||||||||||||||
Allocation of net (loss) income | $ | (538 | ) | $ | (369 | ) | $ | (907 | ) | $ | (6,140 | ) | $ | (4,344 | ) | $ | (10,484 | ) | $ | 12,264 | $ | 9,333 | $ | 21,597 | ||||||||||||
Denominator for basic and diluted (loss) income per share: | ||||||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 22,612 | 15,513 | 38,125 | 21,981 | 15,552 | 37,533 | 21,145 | 16,244 | 37,389 | |||||||||||||||||||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | — | — | — | — | — | — | 200 | — | 200 | |||||||||||||||||||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,612 | 15,513 | 38,125 | 21,981 | 15,552 | 37,533 | 21,345 | 16,244 | 37,589 | |||||||||||||||||||||||||||
(Loss) income per share, basic: | ||||||||||||||||||||||||||||||||||||
(Loss) earnings per share from continuing operations | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | 0.6 | $ | 0.6 | $ | 0.6 | ||||||||||||
(Loss) per share from discontinued operations | — | — | — | (0.11 | ) | (0.11 | ) | (0.11 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||||||||||||||
(Loss) income per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | 0.58 | $ | 0.58 | $ | 0.58 | ||||||||||||
(Loss) income per share, diluted: | ||||||||||||||||||||||||||||||||||||
(Loss) earnings per share from continuing operations | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | 0.6 | $ | 0.6 | $ | 0.6 | ||||||||||||
(Loss) per share from discontinued operations | — | — | — | (0.11 | ) | (0.11 | ) | (0.11 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||||||||||||||
(Loss) income per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | 0.58 | $ | 0.58 | $ | 0.58 | ||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | he following were excluded from the weighted-average diluted shares computation for 2014, 2013, and 2012 (shares in thousands) because the effect would be anti-dilutive: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Options to purchase common shares | 288 | 717 | 472 | |||||||||||||||||||||||||||||||||
Non-vested restricted stock and restricted stock units | 741 | 527 | 325 | |||||||||||||||||||||||||||||||||
Total excluded | 1,029 | 1,244 | 797 | |||||||||||||||||||||||||||||||||
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring | The following table summarizes the valuation of the Company’s available for sale securities, trading securities, and contingent consideration as of December 31, 2014 and 2013 fair value hierarchy (dollars in thousands): | |||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Available for sale securities | $ | — | $ | — | $ | — | $ | — | $ | 1,046 | $ | — | ||||||||||||
Trading securities | $ | — | $ | 9,350 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Contingent consideration – acquisitions | $ | — | $ | — | $ | 360 | $ | — | $ | — | $ | 1,736 | ||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Below is a table listing the Level 3 rollforward as of December 31, 2014 (in thousands): | |||||||||||||||||||||||
Level 3 Rollforward | ||||||||||||||||||||||||
Value at January 1, 2014 | $ | 1,736 | ||||||||||||||||||||||
Change in fair value | (576 | ) | ||||||||||||||||||||||
Payout | (800 | ) | ||||||||||||||||||||||
Value at December 31, 2014 | $ | 360 | ||||||||||||||||||||||
Schedule of Interest Rate Derivatives | Below is a table listing the amount of gain (loss) reclassified from accumulated OCI into income (effective portion) for the year ending December 31, 2014, 2013, and 2012 (in thousands): | |||||||||||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) | |||||||||||||||||||||||
Reclassified from | Reclassified from Accumulated OCI into Income | |||||||||||||||||||||||
Accumulated OCI into Income | (Effective Portion) | |||||||||||||||||||||||
(Effective Portion) | Year Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Gain realized in net loss on investment available for sale, net of income tax | $ | (28 | ) | $ | — | $ | — | |||||||||||||||||
Interest expense | $ | — | $ | 169 | $ | 347 | ||||||||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Finite and Indefinite-Lived Intangible Assets | Identified intangible asset balances by major class at December 31, 2014 and 2013, are as follows (dollars in thousands): | |||||||||||||
Cost | Life | Accumulated | Net Balance | |||||||||||
(in years) | Amortization | |||||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Covenants not-to-compete | $ | 520 | 5 | $ | (451 | ) | $ | 69 | ||||||
Leasehold interests | 5,050 | 29-Jul | (4,506 | ) | 544 | |||||||||
Total | $ | 5,570 | $ | (4,957 | ) | $ | 613 | |||||||
Intangible assets not subject to amortization: | ||||||||||||||
Trade names | $ | 14,130 | ||||||||||||
Other long-lived intangibles substantially related to operating licenses | 3,748 | |||||||||||||
Balance at December 31, 2014 | $ | 18,491 | ||||||||||||
Cost | Life | Accumulated | Net Balance | |||||||||||
(in years) | Amortization | |||||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Covenants not-to-compete | $ | 520 | 5 | $ | (399 | ) | $ | 121 | ||||||
Leasehold interests | 5,050 | 29-Jul | (4,241 | ) | 809 | |||||||||
Total | $ | 5,570 | $ | (4,640 | ) | $ | 930 | |||||||
Intangible assets not subject to amortization: | ||||||||||||||
Trade names | $ | 14,130 | ||||||||||||
Other long-lived intangibles substantially related to operating licenses | 3,748 | |||||||||||||
Balance at December 31, 2013 | $ | 18,807 | ||||||||||||
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The following table sets forth selected financial data consolidated by business segment (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||||||||||||||
Care Services | ||||||||||||||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 657,532 | $ | 89,905 | $ | 82,618 | $ | — | $ | — | $ | 830,055 | ||||||||||||||||||||||||
Leased facility revenue | 3,201 | — | — | — | — | 3,201 | ||||||||||||||||||||||||||||||
Intersegment revenue | 2,086 | 56,340 | — | — | (58,426 | ) | — | |||||||||||||||||||||||||||||
Total revenue | $ | 662,819 | $ | 146,245 | $ | 82,618 | $ | — | $ | (58,426 | ) | $ | 833,256 | |||||||||||||||||||||||
Operating income (loss) | $ | 56,414 | $ | 13,307 | $ | (661 | ) | $ | (40,560 | ) | $ | — | $ | 28,500 | ||||||||||||||||||||||
Interest expense, net of interest income | (31,240 | ) | ||||||||||||||||||||||||||||||||||
Other income | 1 | |||||||||||||||||||||||||||||||||||
Equity in earnings of joint venture | 1,427 | |||||||||||||||||||||||||||||||||||
Debt modification/retirement costs | (843 | ) | ||||||||||||||||||||||||||||||||||
Loss from continuing operations before provision for income taxes | $ | (2,155 | ) | |||||||||||||||||||||||||||||||||
Depreciation and amortization | $ | 22,206 | $ | 647 | $ | 899 | $ | 570 | $ | — | $ | 24,322 | ||||||||||||||||||||||||
Segment capital expenditures | $ | 10,441 | $ | 85 | $ | 183 | $ | 2,272 | $ | — | $ | 12,981 | ||||||||||||||||||||||||
Adjusted EBITDA | $ | 81,248 | $ | 14,025 | $ | 6,993 | $ | (23,446 | ) | $ | — | $ | 78,820 | |||||||||||||||||||||||
Adjusted EBITDAR | $ | 99,409 | $ | 14,025 | $ | 8,832 | $ | (23,446 | ) | $ | — | $ | 98,820 | |||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 638,139 | $ | 102,169 | $ | 98,842 | $ | — | $ | — | $ | 839,150 | ||||||||||||||||||||||||
Leased facility revenue | 3,122 | — | — | — | — | 3,122 | ||||||||||||||||||||||||||||||
Intersegment revenue | 2,350 | 56,959 | — | — | (59,309 | ) | — | |||||||||||||||||||||||||||||
Total revenue | $ | 643,611 | $ | 159,128 | $ | 98,842 | $ | — | $ | (59,309 | ) | $ | 842,272 | |||||||||||||||||||||||
Operating income (loss) | $ | 51,281 | $ | 10,244 | $ | (8,717 | ) | $ | (27,283 | ) | $ | — | $ | 25,525 | ||||||||||||||||||||||
Interest expense, net of interest income | (33,923 | ) | ||||||||||||||||||||||||||||||||||
Other expense | 188 | |||||||||||||||||||||||||||||||||||
Equity in earnings of joint venture | 1,949 | |||||||||||||||||||||||||||||||||||
Debt modification/retirement costs | (2,828 | ) | ||||||||||||||||||||||||||||||||||
Loss from continuing operations before provision for income taxes | $ | (9,089 | ) | |||||||||||||||||||||||||||||||||
Depreciation and amortization | $ | 21,796 | $ | 688 | $ | 623 | $ | 664 | $ | — | $ | 23,771 | ||||||||||||||||||||||||
Segment capital expenditures | $ | 12,364 | $ | 132 | $ | 832 | $ | 108 | $ | — | $ | 13,436 | ||||||||||||||||||||||||
Adjusted EBITDA | $ | 71,500 | $ | 11,328 | $ | 8,865 | $ | (19,363 | ) | $ | — | $ | 72,330 | |||||||||||||||||||||||
Adjusted EBITDAR | $ | 88,490 | $ | 11,328 | $ | 10,703 | $ | (19,363 | ) | $ | — | $ | 91,158 | |||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||||||||||||||
Net patient service revenue from external customers | $ | 643,740 | $ | 104,403 | $ | 106,696 | $ | — | $ | — | $ | 854,839 | ||||||||||||||||||||||||
Leased facility revenue | 3,060 | — | — | — | — | 3,060 | ||||||||||||||||||||||||||||||
Intersegment revenue | 2,587 | 61,932 | — | — | (64,519 | ) | — | |||||||||||||||||||||||||||||
Total revenue | $ | 649,387 | $ | 166,335 | $ | 106,696 | $ | — | $ | (64,519 | ) | $ | 857,899 | |||||||||||||||||||||||
Operating income (loss) | $ | 72,259 | $ | 12,133 | $ | 15,349 | $ | (24,996 | ) | $ | — | $ | 74,745 | |||||||||||||||||||||||
Interest expense, net of interest income | (37,248 | ) | ||||||||||||||||||||||||||||||||||
Other income | (32 | ) | ||||||||||||||||||||||||||||||||||
Equity in earnings of joint venture | 1,948 | |||||||||||||||||||||||||||||||||||
Income from continuing operations before provision for income taxes | $ | 35,287 | ||||||||||||||||||||||||||||||||||
Depreciation and amortization | $ | 21,649 | $ | 669 | $ | 607 | $ | 716 | $ | — | $ | 23,641 | ||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Elimination | Total | |||||||||||||||||||||||||||||||
Care Services | ||||||||||||||||||||||||||||||||||||
Segment capital expenditures | $ | 15,551 | $ | 823 | $ | 1,053 | $ | 2,098 | $ | — | $ | 19,525 | ||||||||||||||||||||||||
Adjusted EBITDA | $ | 93,306 | $ | 12,944 | $ | 17,102 | $ | (22,233 | ) | $ | — | $ | 101,119 | |||||||||||||||||||||||
Adjusted EBITDAR | $ | 109,728 | $ | 12,944 | $ | 18,591 | $ | (22,203 | ) | $ | — | $ | 119,060 | |||||||||||||||||||||||
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 (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDAR | $ | 98,820 | $ | 91,158 | $ | 119,060 | ||||||||||||||||||||||||||||||
Rent cost of revenue | 20,000 | 18,828 | 17,941 | |||||||||||||||||||||||||||||||||
Adjusted EBITDA | 78,820 | 72,330 | 101,119 | |||||||||||||||||||||||||||||||||
Depreciation and amortization | (24,322 | ) | (23,771 | ) | (23,641 | ) | ||||||||||||||||||||||||||||||
Interest expense | (31,977 | ) | (34,258 | ) | (37,760 | ) | ||||||||||||||||||||||||||||||
Interest income | 737 | 335 | 512 | |||||||||||||||||||||||||||||||||
Impairment of long-lived assets (a) | (82 | ) | (19,000 | ) | — | |||||||||||||||||||||||||||||||
Debt modification/retirement costs (b) | (843 | ) | (2,828 | ) | (4,126 | ) | ||||||||||||||||||||||||||||||
Organization restructuring costs (c) | (1,592 | ) | (2,343 | ) | — | |||||||||||||||||||||||||||||||
Change in fair value of contingent consideration (d) | 576 | 3,702 | (817 | ) | ||||||||||||||||||||||||||||||||
Closure of California home health agency (e) | — | (419 | ) | — | ||||||||||||||||||||||||||||||||
Governmental investigation expense (f) | (6,000 | ) | — | — | ||||||||||||||||||||||||||||||||
Legal expense for non-routine matters (g) | (2,285 | ) | (2,531 | ) | — | |||||||||||||||||||||||||||||||
Combination related expense (h) | (13,697 | ) | (306 | ) | — | |||||||||||||||||||||||||||||||
Exit costs related to divested facilities (i) | (397 | ) | — | — | ||||||||||||||||||||||||||||||||
Losses at skilled nursing facility not at full operation (j) | (1,025 | ) | — | — | ||||||||||||||||||||||||||||||||
Loss on the sale of assets (k) | (68 | ) | — | — | ||||||||||||||||||||||||||||||||
Discontinued operations, net of taxes (l) | — | (4,300 | ) | (794 | ) | |||||||||||||||||||||||||||||||
(Benefit) provision for income taxes | (1,248 | ) | (2,905 | ) | 12,896 | |||||||||||||||||||||||||||||||
Net (loss) income | $ | (907 | ) | $ | (10,484 | ) | $ | 21,597 | ||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||
(a) | During the third quarter of 2013, the Company recorded a goodwill impairment charge of $19.0 million related to its home health reporting unit. See "Note 3 - Goodwill and Long-lived Impairment Testing", for a more detailed discussion of the goodwill impairment charges. | |||||||||||||||||||||||||||||||||||
(b) | For the year ended December 31, 2014, the Company recorded debt modification/retirement costs of $0.8 million. The entire amount was related to the June 2014 credit facility agreement. During 2013, we recorded debt modification/retirement costs of $2.8 million. Of the $2.8 million expensed for debt modification, $1.1 million related to the June 2013 credit facility amendment. The remaining $1.7 million was related to deferred financing fees expensed on the extinguishment of term debt that was refinanced with HUD insured loans as well as the term debt that was refinanced with MidCap Financial. In the second quarter of 2012, the Company refinanced its senior subordinated notes (the "2014 Notes") and recorded debt retirement cost of $4.1 million for the year ended December 31, 2012. | |||||||||||||||||||||||||||||||||||
(c) | For the year ended December 31, 2014, the Company recorded $1.6 million in organization restructure costs. In 2013, the Company recorded $2.0 million in organization restructure costs. | |||||||||||||||||||||||||||||||||||
(d) | In 2013, a benefit of $3.7 million was recorded for the change in fair value of contingent consideration related to the 2010 hospice and home health acquisition due to reductions in forecasted EBITDA, which reduced the likelihood of the businesses achieving their EBITDA target necessary for the earn-out to be paid in future period. | |||||||||||||||||||||||||||||||||||
(e) | In the third quarter of 2013 the Company recorded a $0.4 million intangible asset impairment charge related to the closure of its California home health agency. | |||||||||||||||||||||||||||||||||||
(f) | On or about August 6, 2014, in relation to its investigation of Creekside Hospice, 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 intended to take over the actions and file an amended complaint within 90 days, asserting that certain claims for hospice services provided by Creekside Hospice 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 DOJ filed its complaint in intervention on November 25, 2014, against Creekside, Skilled Healthcare Group, Inc., and Skilled Healthcare, LLC, asserting, among other things, 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 DOJ is pursuing False Claims Act, NFCA, and federal common law claims remedies in 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 $11,000 per claim, as applicable. While the Company denies the allegations and will defend this action, the Company has accrued $6.0 million as a contingent liability in connection with the matter, but it could ultimately cost more than that amount to settle or otherwise resolve it, including to satisfy any judgment that might be rendered against the Company or Creekside Hospice if the litigation defense were ultimately unsuccessful. | |||||||||||||||||||||||||||||||||||
(g) | In 2014 and 2013 the Company incurred $2.3 million and $2.5 million, respectively, in legal expenses related to government investigations and similar non-routine legal matters. | |||||||||||||||||||||||||||||||||||
(h) | On February 2, 2015, the business and operations of Skilled and FC-GEN were combined. During 2014, we incurred $13.7 million in due diligence and merger related costs, including $2.0 million of employee severance costs. We expect to incur an additional $4.8 million of severance costs in 2015. In 2013, we incurred $0.3 million in the proposals to discuss the FC-GEN Combination. | |||||||||||||||||||||||||||||||||||
(i) | During 2014 the Company recorded $0.4 million in costs related to Sycamore and Dallas facilities divested during the end of 2013. | |||||||||||||||||||||||||||||||||||
(j) | In 2014 the Company recorded $1.0 million related to our Kansas City Traditional Care Center which was commencing operations. | |||||||||||||||||||||||||||||||||||
(k) | While unusual and non-recurring gains or losses on sales of assets are required under U.S. GAAP, these amounts are not reflective of income and losses of the Company's underlying business. | |||||||||||||||||||||||||||||||||||
(l) | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. | |||||||||||||||||||||||||||||||||||
Schedule of Total Assets, Goodwill, and Intangibles, by Segment | The following table presents the segment assets as of December 31, 2014 compared to December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Long-Term | Therapy Services | Hospice & Home Health Services | Other | Total | ||||||||||||||||||||||||||||||||
Care Services | ||||||||||||||||||||||||||||||||||||
December 31, 2014: | ||||||||||||||||||||||||||||||||||||
Segment total assets | $ | 464,780 | $ | 50,113 | $ | 76,382 | $ | 59,681 | $ | 650,956 | ||||||||||||||||||||||||||
Goodwill and intangibles included in total assets | $ | 1,036 | $ | 23,694 | $ | 62,594 | $ | — | $ | 87,324 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Debt | The Company’s long-term debt is summarized as follows (dollars in thousands): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Term Loan, due April 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.50%, or 7.00%, at December 31, 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 | $ | 242,314 | $ | 243,953 | ||||||||
Term Loan original issue discount | (704 | ) | (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 December 31, 2014 | 9,744 | — | ||||||||||
Revolving Credit Facility due April 2015, interest rate comprised of LIBOR plus 4.50%, or 4.74%, at December 31, 2014 and December 31, 2013 | 6,256 | 7,057 | ||||||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.28% and 4.24% at December 31, 2014 and December 31, 2013 | 86,118 | 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 December 31, 2014 and December 31, 2013; collateralized by 10 skilled nursing facilities | 60,592 | 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 December 31, 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 | 789 | 959 | ||||||||||
Insurance premiums financed | 1,571 | 2,990 | ||||||||||
Other | — | 106 | ||||||||||
Total long-term debt | 410,845 | 419,125 | ||||||||||
Less amounts due within one year | (12,456 | ) | (7,630 | ) | ||||||||
Long-term debt, net of current portion | $ | 398,389 | $ | 411,495 | ||||||||
Schedule of Maturities of Long-term Debt | The scheduled maturities of long-term debt as of December 31, 2014 are as follows (in thousands): | |||||||||||
Long-Term | ||||||||||||
Debt | ||||||||||||
2015 | $ | 12,456 | ||||||||||
2016 | 315,339 | |||||||||||
2017 | 1,683 | |||||||||||
2018 | 1,757 | |||||||||||
2019 | 1,607 | |||||||||||
Thereafter | 78,707 | |||||||||||
411,549 | ||||||||||||
Less original issue discount at December 31, 2014 | (704 | ) | ||||||||||
$ | 410,845 | |||||||||||
Other_Current_Assets_and_Other1
Other Current Assets and Other Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Schedule of Other Current Assets | Other current assets consisted of the following at December 31 (in thousands): | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Current portion of notes receivable, net | $ | 1,389 | $ | 1,501 | ||||
Supplies inventory | 2,776 | 2,766 | ||||||
Income tax refund receivable | 5,917 | 7,654 | ||||||
Current portion of insurance recoveries | 80 | 226 | ||||||
Other current assets | 141 | 41 | ||||||
$ | 10,303 | $ | 12,188 | |||||
Schedule of Other Assets, Noncurrent | Other assets consisted of the following at December 31 (in thousands): | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Equity investment in joint ventures (see Note 15) | $ | 4,950 | $ | 6,420 | ||||
Restricted cash | 33,687 | 26,965 | ||||||
Deposits and other assets | 11,118 | 9,147 | ||||||
Insurance recoveries | 70 | 176 | ||||||
$ | 49,825 | $ | 42,708 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets as follows: | |||||||
Buildings and improvements | 15-40 years | |||||||
Leasehold improvements | Shorter of the lease term or estimated useful life, generally | |||||||
5-10 years | ||||||||
Furniture and equipment | 3-10 years | |||||||
Property and equipment consisted of the following as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land and land improvements | $ | 62,236 | $ | 62,370 | ||||
Buildings and leasehold improvements | 326,892 | 320,923 | ||||||
Furniture and equipment | 96,192 | 87,392 | ||||||
Construction in progress | 6,794 | 8,621 | ||||||
492,114 | 479,306 | |||||||
Less accumulated depreciation | (160,984 | ) | (137,484 | ) | ||||
$ | 331,130 | $ | 341,822 | |||||
Leased Facility Assets | Leased facility assets consisted of the following as of December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Leased facility assets | $ | 13,848 | $ | 13,848 | ||||
Less accumulated depreciation | (4,904 | ) | (4,432 | ) | ||||
$ | 8,944 | $ | 9,416 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The income tax (benefit) expense from operations consisted of the following for the years ended December 31 (in thousands): | |||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Federal: | ||||||||||||||||
Current | $ | (414 | ) | $ | (2,844 | ) | $ | 6,202 | ||||||||
Deferred | (1,104 | ) | (2,007 | ) | 4,755 | |||||||||||
State: | ||||||||||||||||
Current | 344 | 66 | 1,004 | |||||||||||||
Deferred | (74 | ) | 1,880 | 935 | ||||||||||||
Income tax (benefit) expense from continuing operations | (1,248 | ) | (2,905 | ) | 12,896 | |||||||||||
Income tax (benefit) expense from discontinued operations | — | (2,717 | ) | (458 | ) | |||||||||||
Income tax (benefit) expense | $ | (1,248 | ) | $ | (5,622 | ) | $ | 12,438 | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax (benefit) expense on income from continuing operations computed at statutory rates to the Company's actual effective tax rate is summarized as follows for the years ended December 31 (in thousands): | |||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Federal rate (35%) | $ | (753 | ) | $ | (3,182 | ) | $ | 12,350 | ||||||||
State taxes, net of federal tax benefit | 94 | (252 | ) | 1,267 | ||||||||||||
Uncertain tax positions and related interest | (32 | ) | 53 | 25 | ||||||||||||
Lavender class action settlement | — | (1,050 | ) | — | ||||||||||||
Change in state valuation allowance, net of federal tax benefit | 126 | 1,517 | — | |||||||||||||
Other permanent items | 225 | 223 | 253 | |||||||||||||
Return to provision adjustment | (400 | ) | (573 | ) | (740 | ) | ||||||||||
Credits, net | (845 | ) | (520 | ) | (260 | ) | ||||||||||
Stock-based compensation | 422 | 808 | 38 | |||||||||||||
Other, net | (85 | ) | 71 | (37 | ) | |||||||||||
$ | (1,248 | ) | $ | (2,905 | ) | $ | 12,896 | |||||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred income tax assets and liabilities at December 31 are as follows (in thousands): | |||||||||||||||
2014 | 2013 | |||||||||||||||
Current | Non- | Current | Non- | |||||||||||||
Current | Current | |||||||||||||||
Deferred income tax assets: | ||||||||||||||||
Vacation and other accrued expenses | $ | 6,134 | $ | 5,890 | $ | 5,072 | $ | 9,372 | ||||||||
Allowance for doubtful accounts | 3,989 | — | 3,774 | — | ||||||||||||
Professional liability accrual | 1,061 | 1,765 | 3,260 | 951 | ||||||||||||
Rent accrual | 63 | 3,148 | 112 | 2,859 | ||||||||||||
Asset retirement obligation, net | — | 1,584 | — | 1,488 | ||||||||||||
Governmental investigation | 2,445 | — | — | — | ||||||||||||
CA EZ credit carryforward | — | 3,761 | — | 3,789 | ||||||||||||
Merger accruals | 5,259 | — | — | — | ||||||||||||
Intangible assets | — | 4,754 | — | 8,956 | ||||||||||||
Other | 1,973 | 524 | 1,069 | 502 | ||||||||||||
Total deferred income tax assets | 20,924 | 21,426 | 13,287 | 27,917 | ||||||||||||
Deferred income tax liabilities: | ||||||||||||||||
Fixed assets | — | (14,638 | ) | — | (14,495 | ) | ||||||||||
Prepaid Expenses | (1,674 | ) | — | (2,435 | ) | — | ||||||||||
Other | — | (1,926 | ) | — | (1,900 | ) | ||||||||||
Total deferred income tax liabilities | (1,674 | ) | (16,564 | ) | (2,435 | ) | (16,395 | ) | ||||||||
Net deferred income tax assets | 19,250 | 4,862 | 10,852 | 11,522 | ||||||||||||
Valuation allowance | (1,591 | ) | (1,630 | ) | (976 | ) | (2,050 | ) | ||||||||
Net deferred income tax assets | $ | 17,659 | $ | 3,232 | $ | 9,876 | $ | 9,472 | ||||||||
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for 2014, 2013 and 2012 (in thousands): | |||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Balance at January 1, | $ | 321 | $ | 195 | $ | 135 | ||||||||||
Additions for tax positions of prior years | 56 | 158 | 139 | |||||||||||||
Settlements | (53 | ) | — | (79 | ) | |||||||||||
Reductions for lapses of statutes | (78 | ) | (32 | ) | — | |||||||||||
Balance at December 31, | $ | 246 | $ | 321 | $ | 195 | ||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Nonvested Share Activity | During the year ended December 31, 2014, the following actively 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 | 948 | 4.86 | |||||||||||
Vested | (740 | ) | 4.63 | ||||||||||
Forfeited | (610 | ) | 5.49 | ||||||||||
Non-vested balance at December 31, 2014 | 1,854 | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity during the year ended December 31, 2014 under the Skilled Healthcare Group, Inc. Amended and Restated 2007 Incentive Award Plan: | ||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Term | |||||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2014 | 795 | $ | 8.54 | ||||||||||
Granted | — | — | |||||||||||
Forfeited or cancelled | (208 | ) | 9.8 | ||||||||||
Outstanding at December 31, 2014 | 587 | $ | 9.35 | 4.54 | $ | 414,721 | |||||||
Fully vested and expected to vest at December 31, 2014 | 372 | $ | 9.35 | 4.54 | $ | 413,765 | |||||||
Exercisable at December 31, 2014 | 352 | $ | 9.44 | 4.4 | $ | 384,081 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum rental payments under non-cancelable operating leases that have initial or remaining lease terms in excess of one year as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||||||
2015 | $ | 18,927 | ||||||||||||||||||||||||||||||
2016 | 17,618 | |||||||||||||||||||||||||||||||
2017 | 15,093 | |||||||||||||||||||||||||||||||
2018 | 10,618 | |||||||||||||||||||||||||||||||
2019 | 9,916 | |||||||||||||||||||||||||||||||
Thereafter | 40,043 | |||||||||||||||||||||||||||||||
$ | 112,215 | |||||||||||||||||||||||||||||||
Liabilities Related to Insurance Risks | A summary of the liabilities related to insurance risks are as follows (dollars in thousands): | |||||||||||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
General and | Employee | Workers’ | Total | General and | Employee | Workers’ | Total | |||||||||||||||||||||||||
Professional | Medical | Compensation | Professional | Medical | Compensation | |||||||||||||||||||||||||||
Current | $ | 7,868 | (1) | $ | 1,551 | (2) | $ | 6,251 | (2) | $ | 15,670 | $ | 8,228 | (1) | $ | 2,446 | (2) | $ | 3,178 | (2) | $ | 13,852 | ||||||||||
Non-current | 13,710 | — | 15,646 | 29,356 | 12,762 | — | 16,772 | 29,534 | ||||||||||||||||||||||||
$ | 21,578 | $ | 1,551 | $ | 21,897 | $ | 45,026 | $ | 20,990 | $ | 2,446 | $ | 19,950 | $ | 43,386 | |||||||||||||||||
-1 | Included in accounts payable and accrued liabilities. | |||||||||||||||||||||||||||||||
-2 | Included in employee compensation and benefits. |
Investment_in_Unconsolidated_J1
Investment in Unconsolidated Joint Venture (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||
Schedule of summarized financial information for equity method investment | he following tables provide summarized information from the balance sheet and statement of earnings for APS - Summit Care as of December 31: | ||||||||||||
Statement of Earnings | |||||||||||||
(In thousands) | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Sales | $ | 16,021 | $ | 26,900 | $ | 27,802 | |||||||
Gross Profit | 2,789 | 4,559 | 2,969 | ||||||||||
Net Income | $ | 2,255 | $ | 3,374 | $ | 3,040 | |||||||
Balance Sheet | |||||||||||||
(In thousands) | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Current Assets | $ | 3,114 | $ | 3,518 | |||||||||
Non-Current Assets | 1,177 | 1,078 | |||||||||||
Current Liabilities | 174 | 96 | |||||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | The following table summarizes unaudited quarterly financial data for the years ended December 31, 2014 and 2013 (dollars in thousands, except share and per share data): | |||||||||||||||
Three Months Ended, | ||||||||||||||||
December 31 | September 30 | June 30 | March 31 | |||||||||||||
2014 | ||||||||||||||||
Revenue | $ | 210,359 | $ | 208,618 | $ | 206,979 | $ | 207,300 | ||||||||
Total expense | 203,941 | 200,810 | 202,738 | 197,266 | ||||||||||||
Other expenses, net of other income | (7,577 | ) | (7,315 | ) | (8,366 | ) | (7,398 | ) | ||||||||
(Loss) income from continuing operations before provision (benefit) for income taxes | (1,159 | ) | 493 | (4,125 | ) | 2,636 | ||||||||||
(Benefit) provision for income taxes | (1,094 | ) | (150 | ) | (1,345 | ) | 1,341 | |||||||||
(Loss) income from continuing operations | (65 | ) | 643 | (2,780 | ) | 1,295 | ||||||||||
Loss from discontinued operations, net of tax | — | — | — | — | ||||||||||||
Net (loss) income | $ | (65 | ) | $ | 643 | $ | (2,780 | ) | $ | 1,295 | ||||||
Earnings (loss) per share, basic: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Loss per common share from discontinued operations | — | — | — | — | ||||||||||||
Earnings (loss) per share | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Earnings (loss) per share, diluted: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Loss per common share from discontinued operations | — | — | — | — | ||||||||||||
Earnings (loss) per share | $0.00 | $ | 0.02 | $ | (0.07 | ) | $ | 0.03 | ||||||||
Weighted-average common shares outstanding, basic | 38,218 | 38,207 | 38,098 | 37,972 | ||||||||||||
Weighted-average common shares outstanding, diluted | 38,218 | 38,463 | 38,098 | 38,202 | ||||||||||||
Three Months Ended, | ||||||||||||||||
December 31 | September 30 | June 30 | March 31 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | 208,278 | $ | 208,744 | $ | 210,192 | $ | 215,058 | ||||||||
Total expense | 197,727 | 217,650 | 197,995 | 203,375 | ||||||||||||
Other expenses, net of other income | (8,883 | ) | (8,357 | ) | (9,270 | ) | (8,104 | ) | ||||||||
Income (loss) from continuing operations before provision for income taxes | 1,668 | (17,263 | ) | 2,927 | 3,579 | |||||||||||
Provision (benefit) for income taxes | 1,035 | (5,324 | ) | 1,139 | 245 | |||||||||||
Income (loss) from continuing operations | 633 | (11,939 | ) | 1,788 | 3,334 | |||||||||||
Loss from discontinued operations, net of tax | (3,635 | ) | (136 | ) | (265 | ) | (264 | ) | ||||||||
Net (loss) income | $ | (3,002 | ) | $ | (12,075 | ) | $ | 1,523 | $ | 3,070 | ||||||
Earnings (loss) per share, basic: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | (0.32 | ) | $ | 0.05 | $ | 0.08 | |||||||
Loss per common share from discontinued operations | (0.10 | ) | — | (0.01 | ) | — | ||||||||||
(Loss) earnings per share | $ | (0.08 | ) | $ | (0.32 | ) | $ | 0.04 | $ | 0.08 | ||||||
Earnings (loss) per share, diluted: | ||||||||||||||||
Earnings (loss) per common share from continuing operations | $ | 0.02 | $ | (0.32 | ) | $ | 0.05 | $ | 0.08 | |||||||
Loss per common share from discontinued operations | (0.10 | ) | — | (0.01 | ) | — | ||||||||||
(Loss) earnings per share | $ | (0.08 | ) | $ | (0.32 | ) | $ | 0.04 | $ | 0.08 | ||||||
Weighted-average common shares outstanding, basic | 37,431 | 37,499 | 37,646 | 37,557 | ||||||||||||
Weighted-average common shares outstanding, diluted | 37,431 | 37,499 | 38,186 | 38,034 | ||||||||||||
Description_of_Business_Detail
Description of Business (Details) | 1 Months Ended | ||||
Aug. 31, 2003 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 28, 2001 | Oct. 02, 2001 | |
facility | facility | subsidiary | subsidiary | ||
Facility Count | |||||
Number of skilled nursing facilities | 10 | ||||
Number of leased facility asset facilities | 5 | 5 | |||
SGH Holding Solutions, Inc. Bankruptcy Case | |||||
Facility Count | |||||
Number of subsidiaries filing for bankruptcy protection | 3 | 19 | |||
Litigation settlement, percentage of Company's common stock issued to former bondholders | 5.00% | ||||
Long-Term Care Services | |||||
Facility Count | |||||
Number of skilled nursing facilities | 73 | ||||
Number of assisted living facilities | 22 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||
Net operating revenues | $0 | $13,699 | $14,724 | |||||||||||
Operating expenses | 0 | 15,026 | 15,976 | |||||||||||
(Loss) from disposal of assets | 0 | -5,690 | 0 | |||||||||||
(Loss) from discontinued operations | 0 | -7,017 | -1,252 | |||||||||||
Income tax (benefit) | 0 | -2,717 | -458 | |||||||||||
(Loss) income from discontinued operations | $0 | $0 | $0 | $0 | ($3,635) | ($136) | ($265) | ($264) | $0 | [1] | ($4,300) | [1] | ($794) | [1] |
[1] | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
facility | ||||
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $3,629,000 | $4,177,000 | $2,003,000 | $16,017,000 |
Number of Long Term Care Facilities, Operated | 95 | |||
Number of Long Term Care Facilities, Operated, Leased | 23 | |||
Asset Retirement Obligations, Noncurrent | 4,400,000 | 4,300,000 | ||
Deferred Finance Costs, Net | $7,300,000 | $9,200,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Revenue and Accounts Receivable (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | |||
Health care organization, revenue cap adjustment | $2,700,000 | $5,600,000 | $4,100,000 |
Revenue cap adjustment relating to 2011 | 300,000 | 200,000 | 1,900,000 |
Revenue cap adjustment relating to 2012 | 2,400,000 | 2,900,000 | 2,200,000 |
Revenue cap adjustment relating to 2013 | 2,500,000 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivable net | 3,200,000 | 2,000,000 | |
Current portion of notes receivable, net | 1,389,000 | 1,501,000 | |
Allowance for doubtful accounts | 17,930,000 | 16,665,000 | |
Other Current Assets | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current portion of notes receivable, net | 1,500,000 | 1,500,000 | |
Other Customers [Member] | Therapy Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | 0 | 0 | |
Notes Receivable [Member] | Customer One [Member] | Therapy Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current portion of notes receivable, net | $3,200,000 | $2,000,000 | |
Concentration risk, percentage | 100.00% | 100.00% | |
Accounts Receivable [Member] | Therapy Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Concentration risk, percentage | 35.50% | 50.70% | |
Sales Revenue, Services, Net [Member] | Therapy Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Concentration risk, percentage | 42.10% | 41.00% | 41.60% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Revenue and Account Receivable (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue from External Customer | |||||||||||
Intersegment revenue | $210,359 | $208,618 | $206,979 | $207,300 | $208,278 | $208,744 | $210,192 | $215,058 | $833,256 | $842,272 | $857,899 |
Percentage of Revenue | 100.00% | 100.00% | 100.00% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | 142,033 | 142,033 | 123,880 | ||||||||
Allowance for doubtful accounts | -17,930 | -17,930 | -16,665 | ||||||||
Accounts receivable, net | 124,103 | 124,103 | 107,215 | ||||||||
California | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 335,325 | 343,948 | 342,398 | ||||||||
Percentage of Revenue | 40.20% | 40.80% | 39.90% | ||||||||
Texas | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 168,623 | 164,369 | 172,215 | ||||||||
Percentage of Revenue | 20.20% | 19.50% | 20.10% | ||||||||
New Mexico | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 100,189 | 98,901 | 99,439 | ||||||||
Percentage of Revenue | 12.00% | 11.70% | 11.60% | ||||||||
Kansas | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 63,690 | 60,848 | 61,662 | ||||||||
Percentage of Revenue | 7.70% | 7.20% | 7.20% | ||||||||
Nevada | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 54,467 | 59,410 | 62,916 | ||||||||
Percentage of Revenue | 6.60% | 7.10% | 7.30% | ||||||||
Missouri | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 61,615 | 58,644 | 59,743 | ||||||||
Percentage of Revenue | 7.40% | 7.00% | 7.00% | ||||||||
Montana | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 13,470 | 14,220 | 15,665 | ||||||||
Percentage of Revenue | 1.60% | 1.70% | 1.80% | ||||||||
Arizona | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 9,156 | 14,053 | 14,618 | ||||||||
Percentage of Revenue | 1.10% | 1.70% | 1.70% | ||||||||
Idaho | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 9,571 | 10,603 | 10,300 | ||||||||
Percentage of Revenue | 1.10% | 1.30% | 1.20% | ||||||||
Iowa | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 10,075 | 9,556 | 10,598 | ||||||||
Percentage of Revenue | 1.20% | 1.10% | 1.20% | ||||||||
Nebraska | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 7,075 | 6,246 | 4,721 | ||||||||
Percentage of Revenue | 0.90% | 0.70% | 0.60% | ||||||||
Indiana | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 0 | 1,474 | 3,624 | ||||||||
Percentage of Revenue | 0.00% | 0.20% | 0.40% | ||||||||
Subtotal Medicare and Medicaid | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 520,507 | 526,581 | 548,790 | ||||||||
Percentage of Revenue | 62.50% | 62.50% | 64.00% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | 68,348 | 68,348 | 58,216 | ||||||||
Medicare | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 236,833 | 260,131 | 287,918 | ||||||||
Percentage of Revenue | 28.40% | 30.90% | 33.60% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | 25,014 | 25,014 | 30,063 | ||||||||
Medicaid | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 283,674 | 266,450 | 260,872 | ||||||||
Percentage of Revenue | 34.10% | 31.60% | 30.40% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | 43,334 | 43,334 | 28,153 | ||||||||
Managed Care | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 117,644 | 107,115 | 96,592 | ||||||||
Percentage of Revenue | 14.10% | 12.70% | 11.30% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | 33,027 | 33,027 | 24,874 | ||||||||
Private pay and other | |||||||||||
Revenue from External Customer | |||||||||||
Intersegment revenue | 195,105 | 208,576 | 212,517 | ||||||||
Percentage of Revenue | 23.40% | 24.80% | 24.70% | ||||||||
Accounts Receivable, | |||||||||||
Accounts receivable, gross, current | $40,658 | $40,658 | $40,790 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Property and Equipment (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Property, Plant and Equipment | ||
Depreciation | $23.80 | |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 15 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 40 years | |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 5 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 10 years | |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 10 years |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Goodwill and Long-Lived Asset Impairment Testing (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||
Impairment of goodwill | $82,000 | $19,000,000 | $0 |
Goodwill | 68,833,000 | 69,065,000 | |
Impairment of intangible assets | 2,500,000 | ||
Rehabilitation Therapy | |||
Goodwill [Line Items] | |||
Goodwill | 9,700,000 | 9,700,000 | |
Hospice Reporting Unit | |||
Goodwill [Line Items] | |||
Goodwill | 53,600,000 | 53,700,000 | |
Home Health [Domain] | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $16,500,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Interest Rate Hedges (Narrative) (Details) (Interest Rate Swap, USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Interest Rate Swap | |
Derivative [Line Items] | |
Notional amount of interest rate derivatives | $70 |
Derivative, average swaption interest rate | 2.30% |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Earnings Per Share of Class A Common Stock and Class B Common Stock(Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
(Loss) earnings per share, basic: | ||||||||||||||
Allocation of net (loss) income from continuing operations | ($65) | $643 | ($2,780) | $1,295 | $633 | ($11,939) | $1,788 | $3,334 | ($907) | ($6,184) | $22,391 | |||
Allocation of net (loss) income from discontinued operations | 0 | 0 | 0 | 0 | -3,635 | -136 | -265 | -264 | 0 | [1] | -4,300 | [1] | -794 | [1] |
(Loss) income per share, basic | -907 | -10,484 | 21,597 | |||||||||||
(Loss) earnings per share, diluted: | ||||||||||||||
Allocation of net (loss) income from continuing operations | -907 | -6,184 | 22,391 | |||||||||||
Allocation of net (loss) from discontinued operations | 0 | -4,300 | -794 | |||||||||||
(Loss) income per share, diluted | -907 | -10,484 | 21,597 | |||||||||||
Income Per Share, Basic and Diluted [Abstract] | ||||||||||||||
Weighted-average common shares outstanding, basic | 38,218 | 38,207 | 38,098 | 37,972 | 37,431 | 37,499 | 37,646 | 37,557 | 38,125 | 37,533 | 37,389 | |||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 0 | 0 | 200 | |||||||||||
Adjusted weighted-average common shares outstanding, diluted | 38,218 | 38,463 | 38,098 | 38,202 | 37,431 | 37,499 | 38,186 | 38,034 | 38,125 | 37,533 | 37,589 | |||
(Loss) earnings per basic share from continuing operations (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | $0.02 | ($0.32) | $0.05 | $0.08 | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per basic share from discontinued operations (usd per share) | $0 | $0 | $0 | $0 | ($0.10) | $0 | ($0.01) | $0 | $0 | ($0.11) | ($0.02) | |||
Income (loss) per share, basic (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | ($0.08) | ($0.32) | $0.04 | $0.08 | ($0.02) | ($0.28) | $0.58 | |||
(Loss) earnings per diluted share from continuing operations (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | $0.02 | ($0.32) | $0.05 | $0.08 | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per diluted share from discontinued operations (usd per share) | $0 | $0 | $0 | $0 | ($0.10) | $0 | ($0.01) | $0 | $0 | ($0.11) | ($0.02) | |||
Income (loss) per share, diluted (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | ($0.08) | ($0.32) | $0.04 | $0.08 | ($0.02) | ($0.28) | $0.58 | |||
Class A Common Stock | ||||||||||||||
(Loss) earnings per share, basic: | ||||||||||||||
Allocation of net (loss) income from continuing operations | -538 | -3,621 | 12,663 | |||||||||||
Allocation of net (loss) income from discontinued operations | 0 | -2,519 | -449 | |||||||||||
(Loss) income per share, basic | -538 | -6,140 | 12,214 | |||||||||||
(Loss) earnings per share, diluted: | ||||||||||||||
Allocation of net (loss) income from continuing operations | -538 | -3,621 | 12,714 | |||||||||||
Allocation of net (loss) from discontinued operations | 0 | -2,519 | -450 | |||||||||||
(Loss) income per share, diluted | -538 | -6,140 | 12,264 | |||||||||||
Income Per Share, Basic and Diluted [Abstract] | ||||||||||||||
Weighted-average common shares outstanding, basic | 22,612 | 21,981 | 21,145 | |||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 0 | 0 | 200 | |||||||||||
Adjusted weighted-average common shares outstanding, diluted | 22,612 | 21,981 | 21,345 | |||||||||||
(Loss) earnings per basic share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||||||||||
(Loss) earnings per basic share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||||||||||
Income (loss) per share, basic (usd per share) | ($0.02) | ($0.28) | $0.58 | |||||||||||
(Loss) earnings per diluted share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||||||||||
(Loss) earnings per diluted share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||||||||||
Income (loss) per share, diluted (usd per share) | ($0.02) | ($0.28) | $0.58 | |||||||||||
Class B Common Stock | ||||||||||||||
(Loss) earnings per share, basic: | ||||||||||||||
Allocation of net (loss) income from continuing operations | -369 | -2,563 | 9,728 | |||||||||||
Allocation of net (loss) income from discontinued operations | 0 | -1,781 | -345 | |||||||||||
(Loss) income per share, basic | -369 | -4,344 | 9,383 | |||||||||||
(Loss) earnings per share, diluted: | ||||||||||||||
Allocation of net (loss) income from continuing operations | -369 | -2,563 | 9,677 | |||||||||||
Allocation of net (loss) from discontinued operations | 0 | -1,781 | -344 | |||||||||||
(Loss) income per share, diluted | ($369) | ($4,344) | $9,333 | |||||||||||
Income Per Share, Basic and Diluted [Abstract] | ||||||||||||||
Weighted-average common shares outstanding, basic | 15,513 | 15,552 | 16,244 | |||||||||||
Plus: incremental shares related to dilutive effect of stock options and restricted stock, if applicable | 0 | 0 | 0 | |||||||||||
Adjusted weighted-average common shares outstanding, diluted | 15,513 | 15,552 | 16,244 | |||||||||||
(Loss) earnings per basic share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||||||||||
(Loss) earnings per basic share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||||||||||
Income (loss) per share, basic (usd per share) | ($0.02) | ($0.28) | $0.58 | |||||||||||
(Loss) earnings per diluted share from continuing operations (usd per share) | ($0.02) | ($0.17) | $0.60 | |||||||||||
(Loss) earnings per diluted share from discontinued operations (usd per share) | $0 | ($0.11) | ($0.02) | |||||||||||
Income (loss) per share, diluted (usd per share) | ($0.02) | ($0.28) | $0.58 | |||||||||||
[1] | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. |
Recovered_Sheet1
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Options to purchase common shares | 288 | 717 | 472 |
Non-vested restricted stock and restricted stock units | 741 | 527 | 325 |
Total excluded | 1,029 | 1,244 | 797 |
Recovered_Sheet2
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | ||||
Net unrealized (loss) income, net of tax expense (benefit) of $17 in 2014, $98 in 2013, and $230 in 2012 | ($28) | $155 | $363 | |
Tax (benefit) expense | $98 | $230 | ($214) |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Goodwill | $68,833,000 | $69,065,000 | |
Impairment of goodwill | 82,000 | 19,000,000 | 0 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 800,000 | ||
Long-term debt, carrying value | 410,845,000 | 419,125,000 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Available-for-sale securities, fair value disclosure | 1,000,000 | ||
Available-for-sale securities, change in net unrealized holding gain (loss), net of tax | 100,000 | ||
Available-for-sale Securities | Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Available-for-sale securities, amortized cost basis | 1,000,000 | ||
Available-for-sale securities, fair value disclosure | 0 | 1,046,000 | |
Available-for-sale Securities | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Available-for-sale securities, fair value disclosure | 0 | 0 | |
Hospice/Home Health | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 3,700,000 | ||
Cornerstone | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business acquisition, effective date of acquisition | 24-Oct-11 | ||
Contingent consideration period | 5 years | ||
Business Acquisition, Contingent Consideration, Fair Value | 400,000 | 1,100,000 | |
Minimum | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value inputs, discount rate | 4.00% | ||
Maximum | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value inputs, discount rate | 7.00% | ||
Cash [Member] | Cornerstone | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business Combination, Contingent Consideration, Asset | 1,500,000 | ||
Payment to Seller | Cornerstone | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 800,000 | ||
Earn Out Payment [Member] | Cornerstone | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 500,000 | ||
Adjustment [Member] | Cornerstone | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 100,000 | ||
Home Health Reporting Unit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Goodwill | 5,500,000 | 5,700,000 | |
Rehabilitation Therapy | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Goodwill | 9,700,000 | 9,700,000 | |
Hospice Reporting Unit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Goodwill | $53,600,000 | $53,700,000 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Hierarchy (Details) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Trading Securities | $0 | $0 |
Contingent consideration - acquisitions | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Available-for-sale securities, fair value disclosure | 1,000 | |
Trading Securities | 9,350 | 0 |
Contingent consideration - acquisitions | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Trading Securities | 0 | 0 |
Contingent consideration - acquisitions | 360 | 1,736 |
Available-for-sale Securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
Available-for-sale Securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Available-for-sale securities, fair value disclosure | 0 | 1,046 |
Available-for-sale Securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Available-for-sale securities, fair value disclosure | $0 | $0 |
Fair_Value_Measurements_Level_
Fair Value Measurements - Level 3 Rollforward (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Value at January 1, 2014 | $1,736 |
Change in fair value | -576 |
Payout | -800 |
Value at December 31, 2014 | $360 |
Fair_Value_Measurements_Intere
Fair Value Measurements - Interest Rate Swaps (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivatives, Fair Value | |||
Gain realized in net loss on investment available for sale - net of income tax expense of $17 for the year ended December 31, 2014. | ($28) | $0 | $0 |
Interest Rate Swap | Interest Expense | |||
Derivatives, Fair Value | |||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax | 0 | -169 | -347 |
Interest Rate Swap | Cash Flow Hedging | |||
Derivatives, Fair Value | |||
Unrealized loss on interest rate swap net of income tax (benefit) of ($16) for the year ended December 31, 2012. | $0 | $0 | ($26) |
Intangible_Assets_Narrative_De
Intangible Assets - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Finite-Lived Intangible Assets | ||||
Amortization expense | $300,000 | $300,000 | $400,000 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||||
2014 | 300,000 | |||
2015 | 300,000 | |||
2017 | 0 | |||
Therapy Services | ||||
Finite-Lived Intangible Assets | ||||
Impairment of intangible assets, finite-lived | $2,500,000 | $400,000 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Intangible assets subject to amortization: | ||
Intangible assets subject to amortization, cost | $5,570 | $5,570 |
Accumulated Amortization | -4,957 | -4,640 |
Intangible assets subject to amortization, net balance | 613 | 930 |
Intangible assets not subject to amortization: | ||
Intangible assets not subject to amortization | 18,491 | 18,807 |
Trade names | ||
Intangible assets not subject to amortization: | ||
Intangible assets not subject to amortization | 14,130 | 14,130 |
Other long-lived intangibles substantially related to operating licenses | ||
Intangible assets not subject to amortization: | ||
Intangible assets not subject to amortization | 3,748 | 3,748 |
Covenants not-to-compete | ||
Intangible assets subject to amortization: | ||
Intangible assets subject to amortization, cost | 520 | 520 |
Life | 5 years | 5 years |
Accumulated Amortization | -451 | -399 |
Intangible assets subject to amortization, net balance | 69 | 121 |
Leasehold interests | ||
Intangible assets subject to amortization: | ||
Intangible assets subject to amortization, cost | 5,050 | 5,050 |
Accumulated Amortization | -4,506 | -4,241 |
Intangible assets subject to amortization, net balance | $544 | $809 |
Leasehold interests | Minimum | ||
Intangible assets subject to amortization: | ||
Life | 7 years | |
Leasehold interests | Maximum | ||
Intangible assets subject to amortization: | ||
Life | 29 years |
Business_Segments_Textuals_Det
Business Segments - Textuals (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
facility | |
Segment Reporting Information | |
Number of reportable segments | 3 |
Number of skilled nursing facilities | 10 |
Long-Term Care Services | |
Segment Reporting Information | |
Number of skilled nursing facilities | 73 |
Number of assisted living facilities | 22 |
Business_Segments_Segment_Repo
Business Segments - Segment Reporting Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | $830,055 | $839,150 | $854,839 | ||||||||
Leased facility revenue | 3,201 | 3,122 | 3,060 | ||||||||
Intersegment revenue | 0 | 0 | 0 | ||||||||
Total revenue | 210,359 | 208,618 | 206,979 | 207,300 | 208,278 | 208,744 | 210,192 | 215,058 | 833,256 | 842,272 | 857,899 |
Operating income (loss) | 28,500 | 25,525 | 74,745 | ||||||||
Interest expense, net of interest income | -31,240 | -33,923 | -37,248 | ||||||||
Other expense | 1 | 188 | -32 | ||||||||
Equity in earnings of joint venture | 1,427 | 1,949 | 1,948 | ||||||||
Debt modification/retirement costs | -843 | -2,828 | -4,126 | ||||||||
(Loss) income from continuing operations before (benefit) provision for income taxes | -1,159 | 493 | -4,125 | 2,636 | 1,668 | -17,263 | 2,927 | 3,579 | -2,155 | -9,089 | 35,287 |
Depreciation and amortization | 24,322 | 23,771 | 23,641 | ||||||||
Segment capital expenditures | 12,981 | 13,436 | 19,525 | ||||||||
Adjusted EBITDA | 78,820 | 72,330 | 101,119 | ||||||||
Adjusted EBITDAR | 98,820 | 91,158 | 119,060 | ||||||||
Long-Term Care Services | |||||||||||
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | 657,532 | 638,139 | 643,740 | ||||||||
Leased facility revenue | 3,201 | 3,122 | 3,060 | ||||||||
Intersegment revenue | 2,086 | 2,350 | 2,587 | ||||||||
Total revenue | 662,819 | 643,611 | 649,387 | ||||||||
Operating income (loss) | 56,414 | 51,281 | 72,259 | ||||||||
Depreciation and amortization | 22,206 | 21,796 | 21,649 | ||||||||
Segment capital expenditures | 10,441 | 12,364 | 15,551 | ||||||||
Adjusted EBITDA | 81,248 | 71,500 | 93,306 | ||||||||
Adjusted EBITDAR | 99,409 | 88,490 | 109,728 | ||||||||
Therapy Services | |||||||||||
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | 89,905 | 102,169 | 104,403 | ||||||||
Leased facility revenue | 0 | 0 | 0 | ||||||||
Intersegment revenue | 56,340 | 56,959 | 61,932 | ||||||||
Total revenue | 146,245 | 159,128 | 166,335 | ||||||||
Operating income (loss) | 13,307 | 10,244 | 12,133 | ||||||||
Depreciation and amortization | 647 | 688 | 669 | ||||||||
Segment capital expenditures | 85 | 132 | 823 | ||||||||
Adjusted EBITDA | 14,025 | 11,328 | 12,944 | ||||||||
Adjusted EBITDAR | 14,025 | 11,328 | 12,944 | ||||||||
Hospice & Home Health Services | |||||||||||
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | 82,618 | 98,842 | 106,696 | ||||||||
Leased facility revenue | 0 | 0 | 0 | ||||||||
Intersegment revenue | 0 | 0 | 0 | ||||||||
Total revenue | 82,618 | 98,842 | 106,696 | ||||||||
Operating income (loss) | -661 | -8,717 | 15,349 | ||||||||
Depreciation and amortization | 899 | 623 | 607 | ||||||||
Segment capital expenditures | 183 | 832 | 1,053 | ||||||||
Adjusted EBITDA | 6,993 | 8,865 | 17,102 | ||||||||
Adjusted EBITDAR | 8,832 | 10,703 | 18,591 | ||||||||
Other | |||||||||||
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | 0 | 0 | 0 | ||||||||
Leased facility revenue | 0 | 0 | 0 | ||||||||
Intersegment revenue | 0 | 0 | 0 | ||||||||
Total revenue | 0 | 0 | 0 | ||||||||
Operating income (loss) | -40,560 | -27,283 | -24,996 | ||||||||
Depreciation and amortization | 570 | 664 | 716 | ||||||||
Segment capital expenditures | 2,272 | 108 | 2,098 | ||||||||
Adjusted EBITDA | -23,446 | -19,363 | -22,233 | ||||||||
Adjusted EBITDAR | -23,446 | -19,363 | -22,203 | ||||||||
Elimination | |||||||||||
Segment Reporting Information | |||||||||||
Net patient service revenue from external customers | 0 | 0 | 0 | ||||||||
Leased facility revenue | 0 | 0 | 0 | ||||||||
Intersegment revenue | -58,426 | -59,309 | -64,519 | ||||||||
Total revenue | -58,426 | -59,309 | -64,519 | ||||||||
Operating income (loss) | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Segment capital expenditures | 0 | 0 | 0 | ||||||||
Adjusted EBITDA | 0 | 0 | 0 | ||||||||
Adjusted EBITDAR | $0 | $0 | $0 |
Business_Segments_Reconciliati
Business Segments - Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net Income (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||
Apr. 30, 2011 | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2010 | Dec. 31, 2015 | ||||
option | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Adjusted EBITDAR | $98,820,000 | $91,158,000 | $119,060,000 | |||||||||||||||
Rent cost of revenue | 20,000,000 | 18,828,000 | 17,941,000 | |||||||||||||||
Adjusted EBITDA | 78,820,000 | 72,330,000 | 101,119,000 | |||||||||||||||
Interest expense | -31,977,000 | -34,258,000 | -37,760,000 | |||||||||||||||
Interest income | 737,000 | 335,000 | 512,000 | |||||||||||||||
Impairment of long-lived assets (a) | -19,000,000 | -82,000 | [1] | -19,000,000 | [1] | 0 | [1] | |||||||||||
Debt modification/retirement costs (b) | 843,000 | [2] | 2,828,000 | [2] | 4,126,000 | [2] | ||||||||||||
Organization restructuring costs (c) | -1,592,000 | [3] | -2,343,000 | [3] | 0 | [3] | ||||||||||||
Change in fair value of contingent consideration (d) | 576,000 | [4] | 3,702,000 | [4] | -817,000 | [4] | ||||||||||||
Closure of California home health agency (e) | 0 | [5] | -419,000 | [5] | 0 | [5] | ||||||||||||
Governmental investigation expense | 6,000,000 | [5] | 0 | [5] | 0 | [5] | ||||||||||||
Exit costs related to divested facilities (i) | 397,000 | 0 | 0 | |||||||||||||||
Losses at skilled nursing facility not at full operation (j) | 1,025,000 | 0 | 0 | |||||||||||||||
Loss on the sale of assets (k) | -68,000 | 0 | 0 | |||||||||||||||
(Loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 | -3,635,000 | -136,000 | -265,000 | -264,000 | 0 | [6] | -4,300,000 | [6] | -794,000 | [6] | ||||
(Benefit) provision for income taxes | -1,094,000 | -150,000 | -1,345,000 | 1,341,000 | 1,035,000 | -5,324,000 | 1,139,000 | 245,000 | -1,248,000 | -5,622,000 | 12,438,000 | |||||||
Other Income Tax Expense (Benefit), Continuing Operations | -2,905,000 | 12,896,000 | ||||||||||||||||
Net income (loss) | -65,000 | 643,000 | -2,780,000 | 1,295,000 | -3,002,000 | -12,075,000 | 1,523,000 | 3,070,000 | -907,000 | -10,484,000 | 21,597,000 | |||||||
Lease period | 10 years | |||||||||||||||||
Debt Modification Costs | 1,100,000 | 1,100,000 | ||||||||||||||||
Financing Interest Expense | 1,700,000 | |||||||||||||||||
Debt modification/retirement costs | 843,000 | 2,828,000 | 4,126,000 | |||||||||||||||
Restructuring Charges | 1,600,000 | 2,000,000 | ||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 800,000 | |||||||||||||||||
Legal Fees | 2,285,000 | 2,531,000 | 0 | |||||||||||||||
Business Combination, Acquisition Related Costs | 13,697,000 | 306,000 | 0 | |||||||||||||||
Severance Costs | 2,000,000 | |||||||||||||||||
Number of lease extension options | 2 | |||||||||||||||||
Lease extension, lease period | 10 years | |||||||||||||||||
Long-Term Care Services | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Adjusted EBITDAR | 99,409,000 | 88,490,000 | 109,728,000 | |||||||||||||||
Adjusted EBITDA | 81,248,000 | 71,500,000 | 93,306,000 | |||||||||||||||
Therapy Services | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Adjusted EBITDAR | 14,025,000 | 11,328,000 | 12,944,000 | |||||||||||||||
Adjusted EBITDA | 14,025,000 | 11,328,000 | 12,944,000 | |||||||||||||||
Impairment of intangible assets, finite-lived | 400,000 | 2,500,000 | ||||||||||||||||
Hospice/Home Health | Fair Value, Measurements, Recurring | Level 3 | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 3,700,000 | |||||||||||||||||
Humboldt County Action | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Litigation Settlement, Gross | 50,000,000 | |||||||||||||||||
Scenario, Forecast [Member] | ||||||||||||||||||
Reconciling Items of Adjusted EBITDA and Adjusted EBITDAR to Net Income [Line Items] | ||||||||||||||||||
Severance Costs | $4,800,000 | |||||||||||||||||
[1] | uring the third quarter of 2013, the Company recorded a goodwill impairment charge of $19.0 million related to its home health reporting unit. See "Note 3 - Goodwill and Long-lived Impairment Testing", for a more detailed discussion of the goodwill impairment charges. | |||||||||||||||||
[2] | For the year ended December 31, 2014, the Company recorded debt modification/retirement costs of $0.8 million. The entire amount was related to the June 2014 credit facility agreement. During 2013, we recorded debt modification/retirement costs of $2.8 million. Of the $2.8 million expensed for debt modification, $1.1 million related to the June 2013 credit facility amendment. The remaining $1.7 million was related to deferred financing fees expensed on the extinguishment of term debt that was refinanced with HUD insured loans as well as the term debt that was refinanced with MidCap Financial. In the second quarter of 2012, the Company refinanced its senior subordinated notes (the "2014 Notes") and recorded debt retirement cost of $4.1 million for the year ended December 31, 2012. | |||||||||||||||||
[3] | In 2013, the Company recorded $2.0 million in organization restructure costs. | |||||||||||||||||
[4] | In 2013, a benefit of $3.7 million was recorded for the change in fair value of contingent consideration related to the 2010 hospice and home health acquisition due to reductions in forecasted EBITDA, which reduced the likelihood of the businesses achieving their EBITDA target necessary for the earn-out to be paid in future period. | |||||||||||||||||
[5] | In the third quarter of 2013 the Company recorded a $0.4 million intangible asset impairment charge related to the closure of its California home health agency. | |||||||||||||||||
[6] | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. |
Business_Segments_Reconciliati1
Business Segments - Reconciliation of Assets by Segment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | $650,956 | $643,416 |
Goodwill and intangibles included in total assets | 87,324 | 87,872 |
Long-Term Care Services | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 464,780 | 445,987 |
Goodwill and intangibles included in total assets | 1,036 | 1,300 |
Therapy Services | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 50,113 | 48,251 |
Goodwill and intangibles included in total assets | 23,694 | 23,693 |
Hospice & Home Health Services | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 76,382 | 80,290 |
Goodwill and intangibles included in total assets | 62,594 | 62,879 |
Other | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 59,681 | 68,888 |
Goodwill and intangibles included in total assets | $0 | $0 |
Debt_Schedule_of_Long_Term_Deb
Debt - Schedule of Long Term Debt Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Debt Instrument | |||
Term Loan original issue discount | ($704) | ($1,254) | |
Insurance premiums financed | 1,571 | 2,990 | |
Other Long-term Debt | 0 | 106 | |
Total long-term debt | 410,845 | 419,125 | |
Less amounts due within one year | -12,456 | -7,630 | |
Long-term debt, net of current portion | 398,389 | 411,495 | |
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | |||
Debt Instrument | |||
Total long-term debt | 87,600 | ||
Senior Secured Term Loan Amended | Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at December 31, 2013 and December 31, 2012; 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 | |||
Secured Debt | 242,314 | 243,953 | |
Senior Secured Term Loan Amended | Term Loan, due 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at December 31, 2013; collateralized by 10 skilled nursing facilities | |||
Debt Instrument | |||
Secured Debt | 60,592 | 62,000 | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at December 31, 2013 and December 31, 2012 | |||
Debt Instrument | |||
Revolving Credit Facility Outstanding, Prime Rate | 0 | 11,000 | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2016, interest rate comprised of LIBOR plus 5.50% or 5.74% [Member] [Domain] | |||
Debt Instrument | |||
Revolving Credit Facility Outstanding, Libor Rate | 9,744 | 0 | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at December 31, 2013 and December 31, 2012 | |||
Debt Instrument | |||
Revolving Credit Facility Outstanding, Libor Rate | 6,256 | 7,057 | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | |||
Debt Instrument | |||
Revolving Credit Facility Outstanding, Libor Rate | 4,165 | 5,000 | |
Notes Payable to Banks | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | |||
Debt Instrument | |||
Total long-term debt | 86,118 | 87,314 | |
Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | |||
Debt Instrument | |||
Total long-term debt | 86,100 | 87,600 | |
Mortgages | 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 | |||
Notes Payable | $789 | $959 |
Debt_Schedule_of_Long_Term_Deb1
Debt - Schedule of Long Term Debt Instruments (Parenthetical) (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
Debt Instrument | |||
Interest rate | 5.30% | ||
Revolving Credit Facility due 2016, interest rate comprised of LIBOR plus 5.50% or 5.74% [Member] [Domain] | |||
Debt Instrument | |||
Libor rate margin | 5.50% | 5.74% | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2015, interest rate comprised of LIBOR plus 4.50% or 4.74% at December 31, 2013 and December 31, 2012 | |||
Debt Instrument | |||
Libor rate margin | 4.50% | 4.50% | |
Libor rate margin 2 | 4.74% | 4.74% | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2015, interest rate comprised of the Prime rate of 3.25% plus 3.50%, or 6.75%, at December 31, 2013 and December 31, 2012 | |||
Debt Instrument | |||
Prime rate | 3.25% | 3.25% | |
Prime rate margin | 3.50% | 3.50% | |
Prime Rate Margin 2 | 6.75% | 6.75% | |
Revolving Credit Facility Amended | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | |||
Debt Instrument | |||
Libor rate margin | 5.95% | 5.95% | |
Prime Rate Margin 2 | 6.70% | 6.70% | |
LIBOR Floor | 0.75% | 0.75% | |
Senior Secured Term Loan Amended | Term Loan, due 2016, interest rate based on LIBOR (subject to a 1.50% floor) plus 5.25%, or 6.75%, at December 31, 2013 and December 31, 2012; 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 | |||
Libor rate margin | 5.50% | 5.25% | |
Prime Rate Margin 2 | 7.00% | 6.75% | |
LIBOR Floor | 1.50% | 1.50% | |
Senior Secured Term Loan Amended | Term Loan, due 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at December 31, 2013; collateralized by 10 skilled nursing facilities | |||
Debt Instrument | |||
Libor rate margin | 5.95% | 5.95% | |
Prime Rate Margin 2 | 6.70% | 6.70% | |
LIBOR Floor | 0.75% | 0.75% | |
Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | |||
Debt Instrument | |||
Weighted Average Interest Rate | 4.28% | 4.24% | 4.23% |
Notes Payable to Banks | 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 | |||
Interest rate | 6.50% | 6.50% | |
Note Payable - Hospice/Home Health Acquisition | Hospice/Home Health Acquisition note, interest rate fixed at 6.00% | |||
Debt Instrument | |||
Interest rate |
Debt_Textuals_Details
Debt - Textuals (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 23, 2014 | Mar. 31, 2014 | Apr. 09, 2010 | Jun. 06, 2013 | Apr. 12, 2012 | 12-May-12 | |
mortgage | facility | |||||||||
mortgage | ||||||||||
Debt Instrument | ||||||||||
Leverage ratio, maximum allowable | 5.25 | |||||||||
Debt modification/retirement costs | ($843,000) | ($2,828,000) | ($4,126,000) | |||||||
Debt Modificaiton Fees | 2,500,000 | |||||||||
Debt Modification Costs | 1,100,000 | 1,100,000 | ||||||||
Debt Modification Fees, Capitalized | 1,400,000 | |||||||||
Debt Term | 25 years | |||||||||
Fixed charge coverage ratio | 2.55 | |||||||||
Fixed charge coverage ratio, minimum requirement | 1.85 | |||||||||
Leverage ratio | 4.2 | |||||||||
Debt instrument, interest rate, stated percentage | 5.30% | |||||||||
Debt instrument, unamortized discount | 704,000 | 1,254,000 | ||||||||
Number of Mortagage Insured | 10 | 10 | ||||||||
Mortgages Average Remaining Term | 33 years | |||||||||
Long-term debt, carrying value | 410,845,000 | 419,125,000 | ||||||||
Proceeds from issuance of long-term debt | 0 | 149,611,000 | 98,000,000 | |||||||
Number of skilled nursing facilities | 10 | |||||||||
After 6 months | ||||||||||
Debt Instrument | ||||||||||
Additional Quarterly Payments Due | 300,000 | |||||||||
Year 2 | ||||||||||
Debt Instrument | ||||||||||
Additional Quarterly Payments Due | 400,000 | |||||||||
Year 3 | ||||||||||
Debt Instrument | ||||||||||
Additional Quarterly Payments Due | 500,000 | |||||||||
Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt Term | 35 years | |||||||||
Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt Term | 30 years | |||||||||
HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | ||||||||||
Debt Instrument | ||||||||||
Line of credit facility, maximum borrowing capacity | 250,000,000 | |||||||||
Long-term debt, carrying value | 87,600,000 | |||||||||
Senior Secured Credit Facility Amendment Amended June 2014 [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt Modificaiton Fees | 2,000,000 | |||||||||
Debt Modification Costs | 800,000 | |||||||||
Revolving Credit Facility Amended | Revolving Credit Facility due 2016, interest rate comprised of LIBOR (subject to a floor of 0.75%) plus 5.95% or 6.70% at December 31, 2013; collateralized by the accounts receivable of 10 skilled nursing facilities | ||||||||||
Debt Instrument | ||||||||||
LIBOR Floor | 0.75% | 0.75% | ||||||||
Libor rate margin | 5.95% | 5.95% | ||||||||
Revolving Credit Facility Outstanding, Libor Rate | 4,165,000 | 5,000,000 | ||||||||
Secured Debt | Prior Credit Agreement | Senior Secured Term Loan | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 360,000,000 | |||||||||
Consolidated excess cash flow percentage | 50.00% | |||||||||
Stepdown percentage | 25.00% | |||||||||
Secured Debt | Prior Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | |||||||||
Secured Debt | Restated Credit Agreement | Senior Secured Term Loan Amended | ||||||||||
Debt Instrument | ||||||||||
Addition of debt issuance on senior secured term loan | 100,000,000 | |||||||||
Leverage ratio, maximum allowable | 0.5 | |||||||||
Consolidated excess cash flow percentage | 75.00% | 75.00% | ||||||||
Stepdown percentage | 50.00% | |||||||||
Refinance portion of credit facility | 250,000,000 | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Extended Revolving Credit Facility [Member] | ||||||||||
Debt Instrument | ||||||||||
Line of credit facility, maximum borrowing capacity | 50,600,000 | |||||||||
Debt Instrument, Commitments, Increase (Decrease), Percentage | -25.00% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Extended Revolving Credit Facility [Member] | Maximum | ||||||||||
Debt Instrument | ||||||||||
Libor rate margin | 5.50% | |||||||||
Prime rate margin | 4.50% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Extended Revolving Credit Facility [Member] | Minimum | ||||||||||
Debt Instrument | ||||||||||
Libor rate margin | 5.25% | |||||||||
Prime rate margin | 4.25% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Non-extended Revolving Credit Facility [Member] | ||||||||||
Debt Instrument | ||||||||||
Line of credit facility, maximum borrowing capacity | 32,500,000 | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Non-extended Revolving Credit Facility [Member] | Maximum | ||||||||||
Debt Instrument | ||||||||||
Libor rate margin | 4.50% | |||||||||
Prime rate margin | 3.50% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Non-extended Revolving Credit Facility [Member] | Minimum | ||||||||||
Debt Instrument | ||||||||||
Libor rate margin | 4.25% | |||||||||
Prime rate margin | 3.25% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Line of credit facility, maximum borrowing capacity | 83,100,000 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity, Future | 50,600,000 | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Senior Secured Term Loan Amended | ||||||||||
Debt Instrument | ||||||||||
Leverage ratio, maximum allowable | 5.25 | |||||||||
LIBOR Floor | 1.50% | |||||||||
Libor rate margin | 550.00% | |||||||||
Prime rate | 2.50% | |||||||||
Prime rate margin | 4.50% | |||||||||
Debt instrument, periodic payment, principal | 2,600,000 | |||||||||
Fixed charge coverage ratio, minimum requirement | 1.85 | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.25% | |||||||||
Secured Debt | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | Senior Secured Term Loan Amended | After 6 months | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, periodic payment, principal | 1,600,000 | |||||||||
Secured Debt | Senior Secured Term Loan Amended | Senior Secured Term Loan | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, periodic payment, principal | 900,000 | |||||||||
Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | ||||||||||
Debt Instrument | ||||||||||
Debt, Weighted Average Interest Rate | 4.23% | 4.28% | 4.24% | |||||||
Long-term Debt, Prepayment Penalty | 10.00% | |||||||||
Long-term debt, carrying value | 87,600,000 | 86,100,000 | ||||||||
Replacement Reserve Escrow | 3,600,000 | |||||||||
Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, interest rate, stated percentage | 4.50% | |||||||||
Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, interest rate, stated percentage | 3.30% | |||||||||
Senior Subordinated Notes | Senior Subordinated Notes | ||||||||||
Debt Instrument | ||||||||||
Redemption amount of senior subordinated notes | 130,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 11.00% | |||||||||
Senior Secured Term Loan Amended | Term Loan, due 2016, interest rate based on LIBOR rate (subject to a floor of 0.75%) plus 5.95% or 6.70%, at December 31, 2013; collateralized by 10 skilled nursing facilities | ||||||||||
Debt Instrument | ||||||||||
LIBOR Floor | 0.75% | 0.75% | ||||||||
Libor rate margin | 5.95% | 5.95% | ||||||||
Secured Debt | 60,592,000 | 62,000,000 | ||||||||
Other Current Assets | Senior Secured Credit Facility Amendment Amended June 2014 [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt Modification Fees, Capitalized | 1,200,000 | |||||||||
Other Current Assets | Mortgages | HUD insured loans due in 2043 and 2048, with a weighted average interest rate of 4.24% at December 31, 2013 | ||||||||||
Debt Instrument | ||||||||||
Escrow Deposit | $1,600,000 |
Debt_Scheduled_Maturities_of_L
Debt - Scheduled Maturities of Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2014 | $12,456 | |
2015 | 315,339 | |
2016 | 1,683 | |
2017 | 1,757 | |
2018 | 1,607 | |
Thereafter | 78,707 | |
Long-term debt, gross | 411,549 | |
Less original issue discount at December 31, 2014 | -704 | -1,254 |
Total long-term debt | $410,845 | $419,125 |
Other_Current_Assets_and_Other2
Other Current Assets and Other Assets - Schedule of Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets, Current | ||
Current portion of notes receivable, net | $1,389 | $1,501 |
Supplies inventory | 2,776 | 2,766 |
Income tax refund receivable | 5,917 | 7,654 |
Current portion of insurance recoveries | 80 | 226 |
Other current assets | 141 | 41 |
Other assets, current | $10,303 | $12,188 |
Other_Current_Assets_and_Other3
Other Current Assets and Other Assets - Schedule of Other Noncurrent Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent | ||
Equity investment in joint ventures (see Note 15) | $4,950 | $6,420 |
Restricted cash | 33,687 | 26,965 |
Deposits and other assets | 11,118 | 9,147 |
Insurance recoveries | 70 | 176 |
Other assets, noncurrent | $49,825 | $42,708 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 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 | 326,892 | 320,923 |
Furniture and equipment | 96,192 | 87,392 |
Construction in progress | 6,794 | 8,621 |
Property and equipment, gross | 492,114 | 479,306 |
Less accumulated depreciation | -160,984 | -137,484 |
Property and equipment, net | $331,130 | $341,822 |
Property_and_Equipment_Leased_
Property and Equipment - Leased Facility Assets Schedule (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2014 |
option | facility | ||
facility | |||
Property, Plant and Equipment [Abstract] | |||
Leased facility assets | $13,848 | $13,848 | |
Less accumulated depreciation | -4,432 | -4,904 | |
Leased facility assets, net | $9,416 | $8,944 | |
Number of leased facility asset facilities | 5 | 5 | |
Lease period | 10 years | ||
Number of lease extension options | 2 | ||
Lease extension, lease period | 10 years |
Income_Taxes_Schedule_Income_T
Income Taxes - Schedule Income Tax Expense (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Federal: | |||||||||||
Current | ($414) | ($2,844) | $6,202 | ||||||||
Deferred | -1,104 | -2,007 | 4,755 | ||||||||
State: | |||||||||||
Current | 344 | 66 | 1,004 | ||||||||
Deferred | -74 | 1,880 | 935 | ||||||||
Income tax (benefit) expense from continuing operations | -2,905 | 12,896 | |||||||||
Income tax (benefit) expense from discontinued operations | 0 | -2,717 | -458 | ||||||||
Income tax (benefit) expense | ($1,094) | ($150) | ($1,345) | $1,341 | $1,035 | ($5,324) | $1,139 | $245 | ($1,248) | ($5,622) | $12,438 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Expense (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | |||||||||||
Federal rate (35%) | ($753) | ($3,182) | $12,350 | ||||||||
State taxes, net of federal tax benefit | 94 | -252 | 1,267 | ||||||||
Uncertain tax positions and related interest | -32 | 53 | 25 | ||||||||
Lavender class action settlement | 0 | -1,050 | 0 | ||||||||
Change in state valuation allowance, net of federal tax benefit | 126 | 1,517 | 0 | ||||||||
Other permanent items | 225 | 223 | 253 | ||||||||
Return to provision adjustment | -400 | -573 | -740 | ||||||||
Credits, net | -845 | -520 | -260 | ||||||||
Stock-based compensation | 422 | 808 | 38 | ||||||||
Other, net | -85 | 71 | -37 | ||||||||
Income tax (benefit) expense | -1,094 | -150 | -1,345 | 1,341 | 1,035 | -5,324 | 1,139 | 245 | -1,248 | -5,622 | 12,438 |
Income tax (benefit) expense from continuing operations | ($2,905) | $12,896 | |||||||||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
Income_Taxes_Deferred_Income_T
Income Taxes - Deferred Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Income Tax Assets Current | ||
Vacation and other accrued expenses, current | $6,134 | $5,072 |
Allowance for doubtful accounts, current | 3,989 | 3,774 |
Professional liability accrual, current | 1,061 | 3,260 |
Rent accrual, current | 63 | 112 |
Asset retirement obligation, net, current | 0 | 0 |
Governmental investigation, current | 2,445 | 0 |
CA EZ credit carryforward, current | 0 | 0 |
Merger accruals, current | 5,259 | 0 |
Intangible assets, current | 0 | 0 |
Other, current | 1,973 | 1,069 |
Total deferred income tax assets | 20,924 | 13,287 |
Deferred Income Tax Assets Noncurrent | ||
Vacation and other accrued expenses, non-current | 5,890 | 9,372 |
Allowance for doubtful accounts, non-current | 0 | 0 |
Professional liability accrual, non-current | 1,765 | 951 |
Rent accrual, non-current | 3,148 | 2,859 |
Asset retirement obligation, net, non-current | 1,584 | 1,488 |
Governmental investigation, non-current | 0 | 0 |
CA EZ credit carryforward, non-current | 3,761 | 3,789 |
Merger accruals, noncurrent | 0 | 0 |
Intangible assets, non-current | 4,754 | 8,956 |
Other, non-current | 524 | 502 |
Total deferred income tax assets, non-current | 21,426 | 27,917 |
Deferred Income Tax Liabilities Current | ||
Fixed assets, current | 0 | 0 |
Prepaid Expenses, current | -1,674 | -2,435 |
Other, current | 0 | 0 |
Total deferred income tax liabilities, current | -1,674 | -2,435 |
Deferred Income Tax Liabilities Noncurrent | ||
Fixed assets, non-current | -14,638 | -14,495 |
Prepaid Expenses, non-current | 0 | 0 |
Other, non-current | -1,926 | -1,900 |
Total deferred income tax liabilities, non-current | -16,564 | -16,395 |
Net deferred income tax assets, current | 19,250 | 10,852 |
Net deferred income tax assets, non-current | 4,862 | 11,522 |
Valuation allowance, current | -1,591 | -976 |
Valuation allowance, non-current | -1,630 | -2,050 |
Net deferred income tax assets (liabilities), current | 17,659 | 9,876 |
Net deferred income tax assets (liabilities), non-current | $3,232 | $9,472 |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Balance at January 1, | $321 | $195 | $135 |
Additions for tax positions of prior years | 56 | 158 | 139 |
Settlements | -53 | 0 | -79 |
Reductions for lapses of statutes | -78 | -32 | 0 |
Balance at December 31, | $246 | $321 | $195 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax asset valuation allowance | $3,200,000 | $3,000,000 | ||
Maximum Tax credit carryforward period | 10 years | |||
Deferred tax asset change in balance | 2,300,000 | |||
Tax benefit due to deferred tax asset change in balance | 800,000 | |||
Unrecognized tax benefit | $246,000 | $321,000 | $195,000 | $135,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Class A Common Stock | |
Class of Stock | |
Number of votes per share | 1 |
Class B Common Stock | |
Class of Stock | |
Number of votes per share | 10 |
Common stock, conversion ratio, Class B into Class A shares | 1 |
StockBased_Compensation_2005_R
Stock-Based Compensation - 2005 Restricted Stock Plan (Details) (2005 Restricted Stock Plan, Restricted Stock, Class B Common Stock) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Aggregate number of shares issued | 1,300,000 |
Vesting on date of grant | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting rights, percentage | 25.00% |
Vesting on 1st anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting rights, percentage | 25.00% |
Vesting on 2nd anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting rights, percentage | 25.00% |
Vesting on 3rd anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting rights, percentage | 25.00% |
StockBased_Compensation_2007_I
Stock-Based Compensation - 2007 Incentive Award Plan Narrative (Details) (2007 Incentive Award plan) | 1 Months Ended | 13 Months Ended | 12 Months Ended | ||||
31-May-13 | Apr. 30, 2011 | Apr. 30, 2008 | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-08 | 31-May-01 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-vested shares outstanding (in shares) | 1,854,000 | 2,256,000 | |||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Number of additional shares authorized | 1,000,000 | 1,900,000 | 1,500,000 | ||||
Shares available for issuance (in shares) | 5,500,000 | 2,600,000 | 4,500,000 | ||||
Restricted Stock | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Aggregate number of shares issued | 4,634,797 | 3,745,695 | |||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period | 4 years | ||||||
Award expiration period | 10 years | ||||||
Options, grants in period (in shares) | 0 | ||||||
Performance Shares | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period | 4 years | ||||||
Non-vested shares outstanding (in shares) | 948,085 | 794,124 | |||||
Director | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting period | 1 year | ||||||
Vesting on 1st anniversary | Executive Officer | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Vesting on 2nd anniversary | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Vesting on 3rd anniversary | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Vesting on 4th Anniversary | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Award vesting rights, percentage | 25.00% |
StockBased_Compensation_Other_
Stock-Based Compensation - Other than Options Stock Activity (Details) (2007 Incentive Award plan, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
2007 Incentive Award plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Non-vested balance at January 1, 2012 (in shares) | 2,256,000 |
Granted (in shares) | 948,000 |
Vested (in shares) | -740,000 |
Forfeited (in shares) | -610,000 |
Non-vested balance at December 31, 2012 (in shares) | 1,854,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | |
Non-vested balance at January 1, 2012, Weighted-Average Grant Date Fair Value (usd per share) | $6.42 |
Granted, Weighted-Average Grant Date Fair Value (usd per share) | $4.86 |
Vested, Weighted-Average Grant Date Fair Value (usd per share) | $4.63 |
Forfeited, Weighted-Average Grant Date Fair Value (usd per share) | $5.49 |
Non-vested balance at December 31, 2012, Weighted-Average Grant Date Fair Value (usd per share) |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Exercised (in shares) | 214,064 | ||
2007 Incentive Award plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized compensation costs | $3,500,000 | $4,600,000 | |
Weighted average period of unrecognized compensation cost | 1 year 8 months 26 days | 1 year 9 months | |
Equity instruments other than options, vested in period, total fair value | 5,100,000 | 2,500,000 | 1,800,000 |
Stock Options | 2007 Incentive Award plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average period of unrecognized compensation cost | 11 months 8 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Outstanding at January 1, 2012 (in shares) | 794,645 | ||
Granted (in shares) | 0 | ||
Forfeited or cancelled (in shares) | -208,429 | ||
Outstanding at December 31, 2012 (in shares) | 587,000 | 794,645 | |
Fully vested and expected to vest at December 31, 2012 (in shares) | 371,605 | ||
Exercisable at December 31, 2012 (in shares) | 351,629 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |||
Outstanding at January 1, 2012, Weighted Average Exercise Price (usd per share) | $8.54 | ||
Granted, Weighted Average Exercise Price (usd per share) | $0 | ||
Forfeited or cancelled, Weighted Average Exercise Price (usd per share) | $9.80 | ||
Outstanding at December 31, 2012, Weighted Average Exercise Price (usd per share) | $9.35 | $8.54 | |
Fully vested and expected to vest at December 31, 2012 (usd per share) | $9.35 | ||
Exercisable at December 31, 2012 (usd per share) | $9.44 | ||
Weighted average remaining contractual term in years for outstanding options | 4 years 6 months 14 days | ||
Weighted average remaining contractual term in years for vested | 4 years 6 months 14 days | ||
Weighted average remaining contractual term in years for exercisable options | 4 years 4 months 24 days | ||
Outstanding at December 31, 2012, Aggregate Intrinsic Value | 414,721,000 | ||
Fully vested and expected to vest at December 31, 2012, Aggregate Intrinsic Value | 413,765,000 | ||
Exercisable at December 31, 2012, Aggregate Intrinsic Value | $384,081,000 |
StockBased_Compensation_Stock_1
Stock-Based Compensation - Stock Compensation Expense for Awards and Options (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
General and Administrative Expense | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Allocated share-based compensation expense | $3.20 | $1.70 | $3 |
Cost of Sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Allocated share-based compensation expense | $1 | $1.30 | $1.80 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2014 | $18,927 |
2015 | 17,618 |
2016 | 15,093 |
2017 | 10,618 |
2018 | 9,916 |
Thereafter | 40,043 |
Operating leases, future minimum payments due | $112,215 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||||
Nov. 30, 2010 | Feb. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Apr. 30, 2011 | Apr. 15, 2009 | Aug. 02, 2013 | |
plaintiff | facility | facility | count | ||||
defendent | subsidiary | ||||||
Loss Contingencies | |||||||
Number of leased facility asset facilities | 5 | 5 | |||||
Number of skilled nursing facilities | 10 | ||||||
Humboldt County Action | |||||||
Loss Contingencies | |||||||
Litigation settlement amount | $50,000,000 | ||||||
Legal settlement payments approved from court | 3,000,000 | ||||||
Professional Fees | 24,800,000 | ||||||
Loss Contingency, Number of Plaintiffs | 3 | ||||||
Loss Contingency, Number of Defendants | 22 | ||||||
Injunction costs | 9,600,000 | ||||||
Number of leased facility asset facilities | 5 | ||||||
Humboldt County Action | Governmental Claims | |||||||
Loss Contingencies | |||||||
Litigation settlement amount | 5,000,000 | ||||||
Legal settlement payments approved from court | 1,000,000 | ||||||
Humboldt County Action | Plaintiffs | |||||||
Loss Contingencies | |||||||
Legal settlement payments approved from court | 10,000 | ||||||
State of California and Other Districts | Governmental Claims | |||||||
Loss Contingencies | |||||||
Litigation settlement amount | 4,000,000 | ||||||
BMFEA Matter | |||||||
Loss Contingencies | |||||||
Number of subsidiaries, under investigation | 2 | ||||||
Loss contingency, fine per felony count | 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 Plantiff Paid by Defendent | 145,000 | ||||||
Period of Summary Probation | 2 | ||||||
BMFEA Matter | Affiliated Entity | |||||||
Loss Contingencies | |||||||
Number of skilled nursing facilities | 20 | ||||||
Number of Nursing Hours Per Patient Day | 3.2 | ||||||
Creekside Hospice Investigation | |||||||
Loss Contingencies | |||||||
Loss Contingency, Range of Possible Loss, Minimum | 5,500 | 5,500 | |||||
Loss Contingency, Range of Possible Loss, Maximum | 11,000 | 11,000 | |||||
Loss Contingency, Estimate of Possible Loss | 6,000,000 | ||||||
Employee and Medical Liability | |||||||
Loss Contingencies | |||||||
Self-insured stop loss limit | 250,000 | ||||||
All Locations Other Than Texas | Fountain View Reinsurance, Ltd. | Workers' Compensation Liability | |||||||
Loss Contingencies | |||||||
Self-insured per loss limit | $1,000,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Schedule of Liabilities Related to Insurance Risks (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | |||
Liabilities Related to Insurance Risks | ||||
Self insurance reserve, current | $13,852,000 | $15,670,000 | ||
Self Insurance Reserve, Noncurrent | 29,534,000 | 29,356,000 | ||
Self insurance reserve | 43,386,000 | 45,026,000 | ||
General and Professional Liability | ||||
Liabilities Related to Insurance Risks | ||||
Self insurance reserve, current | 8,228,000 | [1] | 7,868,000 | [1] |
Self Insurance Reserve, Noncurrent | 12,762,000 | 13,710,000 | ||
Self insurance reserve | 20,990,000 | 21,578,000 | ||
Employee and Medical Liability | ||||
Liabilities Related to Insurance Risks | ||||
Self insurance reserve, current | 2,446,000 | [2] | 1,551,000 | [2] |
Self Insurance Reserve, Noncurrent | 0 | 0 | ||
Self insurance reserve | 2,446,000 | 1,551,000 | ||
Workers' Compensation Liability | ||||
Liabilities Related to Insurance Risks | ||||
Self insurance reserve, current | 3,178,000 | [2] | 6,251,000 | [2] |
Self Insurance Reserve, Noncurrent | 16,772,000 | 15,646,000 | ||
Self insurance reserve | 19,950,000 | 21,897,000 | ||
All Locations Other Than Texas | Workers' Compensation Liability | Fountain View Reinsurance, Ltd. | ||||
Liabilities Related to Insurance Risks | ||||
Self-insured per loss limit | $1,000,000 | |||
[1] | Included in accounts payable and accrued liabilities. | |||
[2] | Included in employee compensation and benefits. |
Commitments_and_Contingencies_4
Commitments and Contingencies - Financial Guarantees (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 12-May-12 |
In Millions, unless otherwise specified | |||
Guarantee Obligations | |||
Debt instrument, interest rate, stated percentage | 5.30% | ||
Senior Subordinated Notes | Senior Subordinated Notes | |||
Guarantee Obligations | |||
Redemption amount of senior subordinated notes | $130 | ||
Debt instrument, interest rate, stated percentage | 11.00% |
Material_Transactions_with_Rel1
Material Transactions with Related Parties (Details) (Onex Partners Manager LP, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Onex Partners Manager LP | |
Related Party Transaction | |
Related party transaction, annual fee | $0.50 |
Investment_in_Unconsolidated_J2
Investment in Unconsolidated Joint Venture - Narrative (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Equity Method Investments | ||
Equity investment in joint ventures (see Note 15) | $4,950 | $6,420 |
APS—Summit Care Pharmacy | ||
Schedule of Equity Method Investments | ||
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 (see Note 15) | $4,100 | $5,600 |
Investment_in_Unconsolidated_J3
Investment in Unconsolidated Joint Venture Summarized Financial Information (Details) (APS—Summit Care Pharmacy, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
APS—Summit Care Pharmacy | |||
Statement of Earnings | |||
Sales | $16,021 | $26,900 | $27,802 |
Gross Profit | 2,789 | 4,559 | 2,969 |
Net Income | 2,255 | 3,374 | 3,040 |
Balance Sheet | |||
Current Assets | 3,114 | 3,518 | |
Non-Current Assets | 1,177 | 1,078 | |
Current Liabilities | $174 | $96 |
Defined_Contribution_Plan_Deta
Defined Contribution Plan (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ||
Defined contribution plan, employer discretionary contribution amount | $0 | $0 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenue | $210,359 | $208,618 | $206,979 | $207,300 | $208,278 | $208,744 | $210,192 | $215,058 | $833,256 | $842,272 | $857,899 | |||
Total expense | 203,941 | 200,810 | 202,738 | 197,266 | 197,727 | 217,650 | 197,995 | 203,375 | 804,756 | 816,747 | 783,154 | |||
Other expenses, net of other income | -7,577 | -7,315 | -8,366 | -7,398 | -8,883 | -8,357 | -9,270 | -8,104 | -30,655 | -34,614 | -39,458 | |||
(Loss) income from continuing operations before (benefit) provision for income taxes | -1,159 | 493 | -4,125 | 2,636 | 1,668 | -17,263 | 2,927 | 3,579 | -2,155 | -9,089 | 35,287 | |||
(Benefit) provision for income taxes | -1,094 | -150 | -1,345 | 1,341 | 1,035 | -5,324 | 1,139 | 245 | -1,248 | -5,622 | 12,438 | |||
(Loss) income from continuing operations | -65 | 643 | -2,780 | 1,295 | 633 | -11,939 | 1,788 | 3,334 | -907 | -6,184 | 22,391 | |||
(Loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 | -3,635 | -136 | -265 | -264 | 0 | [1] | -4,300 | [1] | -794 | [1] |
Net (loss) income | ($65) | $643 | ($2,780) | $1,295 | ($3,002) | ($12,075) | $1,523 | $3,070 | ($907) | ($10,484) | $21,597 | |||
Earnings (loss) per share, basic: | ||||||||||||||
(Loss) earnings per basic share from continuing operations (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | $0.02 | ($0.32) | $0.05 | $0.08 | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per basic share from discontinued operations (usd per share) | $0 | $0 | $0 | $0 | ($0.10) | $0 | ($0.01) | $0 | $0 | ($0.11) | ($0.02) | |||
Income (loss) per share, basic (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | ($0.08) | ($0.32) | $0.04 | $0.08 | ($0.02) | ($0.28) | $0.58 | |||
Earnings (loss) per share, diluted: | ||||||||||||||
(Loss) earnings per diluted share from continuing operations (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | $0.02 | ($0.32) | $0.05 | $0.08 | ($0.02) | ($0.17) | $0.60 | |||
(Loss) earnings per diluted share from discontinued operations (usd per share) | $0 | $0 | $0 | $0 | ($0.10) | $0 | ($0.01) | $0 | $0 | ($0.11) | ($0.02) | |||
(Loss) income per share (usd per share) | $0 | $0.02 | ($0.07) | $0.03 | ($0.08) | ($0.32) | $0.04 | $0.08 | ($0.02) | ($0.28) | $0.58 | |||
Weighted-average common shares outstanding, basic (in shares) | 38,218 | 38,207 | 38,098 | 37,972 | 37,431 | 37,499 | 37,646 | 37,557 | 38,125 | 37,533 | 37,389 | |||
Weighted-average common shares outstanding, diluted (in shares) | 38,218 | 38,463 | 38,098 | 38,202 | 37,431 | 37,499 | 38,186 | 38,034 | 38,125 | 37,533 | 37,589 | |||
[1] | The Company sold two skilled nursing facilities on December 1, 2013, one owned facility in Texas and one leased facility in California, therefore, the results of these transactions have been classified as discontinued operations. |
Subsequent_Event_Combination_w1
Subsequent Event - Combination with FC-GEN (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 02, 2015 |
In Millions, unless otherwise specified | facility | facility | |
Subsequent Event [Line Items] | |||
Number of leased facility asset facilities | 5 | 5 | |
Bridge Loan | FC-GEN Operations Investment, LLC | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Short-term debt | $360 |
Schedule_II_Valuation_Accounts1
Schedule II - Valuation Accounts (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Accounts receivable allowances | ||||||
Movement in Valuation Allowances and Reserves | ||||||
Balance at Beginning of Period | $16,665 | $15,646 | $15,238 | |||
Charged to Costs and Expenses | 14,125 | 14,396 | 7,409 | |||
Deductions(1) | -12,860 | [1] | -13,377 | [1] | -7,001 | [1] |
Balance at End of Period | 17,930 | 16,665 | 15,646 | |||
Notes receivable allowances | ||||||
Movement in Valuation Allowances and Reserves | ||||||
Balance at Beginning of Period | 0 | 130 | 175 | |||
Charged to Costs and Expenses | 0 | 0 | 0 | |||
Deductions(1) | [1] | -130 | [1] | -45 | [1] | |
Balance at End of Period | $0 | $0 | $130 | |||
[1] | Uncollectible accounts written off, net of recoveries |