Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Registrant Name | Addus HomeCare Corp | |
Entity Central Index Key | 1,468,328 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,463,501 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 39,446 | $ 4,104 |
Accounts receivable, net of allowances of $7,208 and $4,850 at September 30, 2016 and December 31, 2015, respectively | 80,454 | 84,959 |
Prepaid expenses and other current assets | 4,485 | 4,858 |
Deferred tax assets | 8,640 | 8,640 |
Total current assets | 133,025 | 102,561 |
Property and equipment, net of accumulated depreciation and amortization | 5,993 | 8,619 |
Other assets | ||
Goodwill | 73,851 | 68,844 |
Intangibles, net of accumulated amortization | 16,671 | 10,351 |
Investment in joint venture | 900 | 900 |
Other assets | 1,337 | |
Total other assets | 91,422 | 81,432 |
Total assets | 230,440 | 192,612 |
Current Liabilities | ||
Accounts payable | 4,268 | 4,748 |
Current portion of long-term debt, net of debt issuance costs | 2,244 | 1,109 |
Current portion of contingent earn-out obligation | 1,250 | |
Accrued expenses | 43,929 | 35,082 |
Total current liabilities | 50,441 | 42,189 |
Long-term liabilities | ||
Deferred tax liabilities | 6,815 | 6,815 |
Long-term debt, less current portion, net of debt issuance costs | 22,723 | 1,882 |
Total long-term liabilities | 29,538 | 8,697 |
Total liabilities | 79,979 | 50,886 |
Stockholders' equity | ||
Common stock-$.001 par value; 40,000 authorized and 11,464 and 11,108 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 12 | 11 |
Additional paid-in capital | 91,354 | 87,076 |
Retained earnings | 59,095 | 54,639 |
Total stockholders' equity | 150,461 | 141,726 |
Total liabilities and stockholders' equity | $ 230,440 | $ 192,612 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 7,208 | $ 4,850 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 11,464,000 | 11,108,000 |
Common stock, shares outstanding | 11,464,000 | 11,108,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements Of Income [Abstract] | ||||
Net service revenues | $ 103,502 | $ 84,331 | $ 297,032 | $ 252,055 |
Cost of service revenues | 76,079 | 60,809 | 219,594 | 182,925 |
Gross profit | 27,423 | 23,522 | 77,438 | 69,130 |
General and administrative expenses | 23,207 | 18,041 | 64,953 | 52,617 |
Depreciation and amortization | 1,721 | 1,197 | 4,943 | 3,504 |
Total operating expenses | 24,928 | 19,238 | 69,896 | 56,121 |
Operating income | 2,495 | 4,284 | 7,542 | 13,009 |
Interest income | (16) | (12) | (46) | (22) |
Interest expense | 648 | 175 | 1,760 | 527 |
Total interest expense, net | 632 | 163 | 1,714 | 505 |
Other income | 126 | 126 | ||
Income before income taxes | 1,989 | 4,121 | 5,954 | 12,504 |
Income tax expense | 290 | 1,234 | 1,498 | 4,202 |
Net income | $ 1,699 | $ 2,887 | $ 4,456 | $ 8,302 |
Net income per common share | ||||
Basic income per share | $ 0.15 | $ 0.26 | $ 0.40 | $ 0.76 |
Diluted income per share | $ 0.15 | $ 0.26 | $ 0.40 | $ 0.74 |
Weighted average number of common shares and potential common shares outstanding: | ||||
Basic | 11,367 | 11,007 | 11,190 | 10,978 |
Diluted | 11,417 | 11,247 | 11,227 | 11,183 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement Of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2015 | $ 11 | $ 87,076 | $ 54,639 | $ 141,726 |
Balance, shares at Dec. 31, 2015 | 11,108 | |||
Issuance of shares of common stock under restricted stock award agreements, Shares | 88 | |||
Forfeiture of shares of common stock under restricted stock award agreements, shares | (79) | |||
Exercise of stock options | $ 1 | 3,015 | 3,016 | |
Exercise of stock options, shares | 347 | |||
Stock-based compensation | 1,263 | 1,263 | ||
Net income | 4,456 | 4,456 | ||
Balance at Sep. 30, 2016 | $ 12 | $ 91,354 | $ 59,095 | $ 150,461 |
Balance, shares at Sep. 30, 2016 | 11,464 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 4,456 | $ 8,302 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,943 | 3,504 |
Non-cash restructuring | 2,554 | |
Deferred income taxes | (13) | |
Stock-based compensation | 1,263 | 1,162 |
Amortization of debt issuance costs | 261 | 46 |
Provision for doubtful accounts | 5,089 | 2,974 |
Revaluation of contingent consideration | 130 | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 5,540 | (12,085) |
Prepaid expenses and other current assets | 1,136 | (468) |
Accounts payable | (577) | 698 |
Accrued expenses | 6,326 | 4,536 |
Net cash provided by operating activities | 30,991 | 8,786 |
Cash flows from investing activities: | ||
Acquisitions of businesses | (20,449) | (4,250) |
Acquisition of customer list | (146) | |
Purchases of property and equipment | (1,168) | (1,316) |
Net cash (used in) investing activities | (21,617) | (5,712) |
Cash flows from financing activities: | ||
Cash received from exercise of stock options | 3,016 | 305 |
Borrowings on revolver | 27,000 | |
Borrowings on term loan | 25,000 | |
Payments for debt issuance costs | (495) | (86) |
Payments on capital leases | (828) | (779) |
Payments on term loan | (625) | |
Payments on revolver | (27,000) | |
Payment on contingent earn-out obligation | (100) | (1,000) |
Net cash provided by (used in) financing activities | 25,968 | (1,560) |
Net change in cash | 35,342 | 1,514 |
Cash, at beginning of period | 4,104 | 13,363 |
Cash, at end of period | 39,446 | 14,877 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,748 | 528 |
Cash paid for income taxes | 3,236 | 575 |
Supplemental disclosures of non-cash investing and financing activities | ||
Tax benefit related to the amortization of tax goodwill in excess of book basis | $ 120 | 120 |
Property and equipment acquired through capital lease obligations | $ 378 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation and Description of Business The condensed consolidated financial statements include the accounts of Addus HomeCare Corporation ("Holdings") and its subsidiaries (together with Holdings, the "Company" or "we"). The Company operates as one 34,000 118 24 three Principles of Consolidation All intercompany balances and transactions have been eliminated in consolidation. The Company's investment in entities with less than 20% ownership or in which the Company does not have the ability to influence the operations of the investee are accounted for using the cost method and are included in investments in joint ventures. Revenue Recognition The Company generates net service revenues by providing services directly to consumers. The Company receives payments for providing services from federal, state and local governmental agencies, managed care organizations, commercial insurers and private consumers. The Company's operations are principally provided based on authorized hours, determined by the relevant agency, at an hourly rate specified in agreements or fixed by legislation and recognized as revenues at the time services are rendered. Net service revenues are reimbursed by state, local and other governmental programs which are partially funded by Medicaid or Medicaid waiver programs, with the remainder reimbursed through private individuals and various insurance programs. Allowance for Doubtful Accounts The Company establishes its allowance for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. The Company establishes its provision for doubtful accounts primarily by analyzing historical trends and the aging of receivables. In its evaluation, the Company considers other factors including: delays in payment trends in individual states due to budget or funding issues; billing conversions related to acquisitions or internal systems; resubmission of bills with required documentation and disputes with specific payors. An allowance for doubtful accounts is maintained at a level that the Company's management believes is sufficient to cover potential losses. However, actual collections could differ from the Company's estimates. Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets by use of the straight-line method. Maintenance and repairs are charged to expense as incurred. The estimated useful lives of the property and equipment are as follows: Computer equipment 3 5 Furniture and equipment 5 7 Transportation equipment 5 Computer software 5 10 Leasehold improvements Lesser of useful life or lease term, unless probability of lease renewal is likely Goodwill The Company's carrying value of goodwill is the residual of the purchase price over the fair value of the net assets acquired from various acquisitions including the acquisition of Addus HealthCare, Inc. ("Addus HealthCare"). In accordance with Accounting Standards Codification ("ASC") Topic 350, "Goodwill and Other Intangible Assets ," goodwill and intangible assets with indefinite useful lives are not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. The Company may use a qualitative test, known as "Step 0," or a two no No Intangible Assets The Company's identifiable intangible assets consist of customer and referral relationships, trade names, trademarks, state licenses and non-compete agreements. Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from two twenty-five Intangible assets with finite lives are amortized using the estimated economic benefit method over the useful life and assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company would recognize an impairment loss when the estimated future non-discounted cash flows associated with the intangible asset is less than the carrying value. An impairment change would then be recorded for the excess of the carrying value over the fair value. The Company estimates the fair value of these intangible assets using the income approach. No The income approach, which the Company uses to estimate the fair value of its intangible assets (other than goodwill), is dependent on a number of factors including estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. The Company bases its fair value estimates on assumptions the Company believes to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company also has indefinite-lived intangible assets that are not subject to amortization expense such as certificates of need and licenses to conduct specific operations within geographic markets. The Company's management has concluded that certificates of need and licenses have indefinite lives, as management has determined that there are no legal, regulatory, contractual, economic or other factors that would limit the useful life of these intangible assets, and the Company intends to renew and operate the certificates of need and licenses indefinitely. The certificates of need and licenses are tested annually for impairment. No Debt Issuance Costs The Company amortizes debt issuance costs on a straight-line method over the term of the related debt. This method approximates the effective interest method. The Company has classified the debt issuance costs as current portion of long-term debt or long term debt, less current portions as of September 30, 2016. For the year ended December 31, 2015, debt issuance costs are included in other assets on the Condensed Consolidated Balance Sheets as the Company had no long-term debt outstanding during the year to offset the debt issuance costs. Workers' Compensation Program The Company's workers' compensation program has a $ 0.4 Interest Income Legislation enacted in Illinois entitles designated service program providers to receive a prompt payment interest penalty based on qualifying services approved for payment that remain unpaid after a designated period of time. As the amount and timing of the receipt of these payments are not certain, the interest income is recognized when received and reported in the statement of income as interest income. For the three and nine months ended September 30, 2016 and 2015 no Interest Expense The Company's interest expense consists of interest costs on its credit facility, capital lease obligations and amortization of debt issuance costs and is reported in the statement of income when incurred. Other Income Other income consists of income distributions received from the investment in joint venture. The Company accounts for this income in accordance with ASC Topic 325, "Investments—Other." The Company recognizes the net accumulated earnings only to the extent distributed by the joint venture on the date received. Income Tax Expense The Company accounts for income taxes under the provisions of ASC Topic 740, "Income Taxes." The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in its financial statements or tax returns. Deferred taxes, resulting from differences between the financial and tax basis of the Company's assets and liabilities, are also adjusted for changes in tax rates and tax laws when changes are enacted. ASC Topic 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. ASC Topic 740, also prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. In addition, ASC Topic 740 provides guidance on derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. Stock-based Compensation The Company has two Stock Compensation ." Compensation expense is recognized on a graded method under the 2006 Plan and on a straight-line basis under the 2009 Plan over the vesting period of the awards based on the fair value of the options and restricted stock awards. Under the 2006 Plan, the Company historically used the Black-Scholes option pricing model to estimate the fair value of its stock based payment awards, but beginning October 28, 2009 under its 2009 Plan the Company began using an enhanced Hull-White Trinomial model. The determination of the fair value of stock-based payments utilizing the Black-Scholes model and the enhanced Hull-White Trinomial model is affected by Holdings' stock price and a number of assumptions, including expected volatility, risk-free interest rate, expected term, expected dividends yield, expected forfeiture rate, expected turn-over rate and the expected exercise multiple. Diluted Net Income Per Common Share Diluted net income per common share, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The Company's outstanding securities that may potentially dilute the common stock are stock options and restricted stock awards. Included in the Company's calculation of diluted earnings per share for the three and nine months ended September 30, 2016 were approximately 469,000 39,000 29,000 97,000 11,000 7,000 Included in the Company's calculation of diluted earnings per share for the three and nine months ended September 30, 2015 were approximately 650,000 217,000 199,000 89,000 23,000 5,000 Estimates The financial statements are prepared by management in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and include estimated amounts and certain disclosures based on assumptions about future events. Accordingly, actual results could differ from those estimates. Fair Value of Financial Instruments The Company's financial instruments consist of cash, accounts receivable, payables and debt. The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The carrying value of the Company's long-term debt with variable interest rates approximates fair value based on instruments with similar terms. The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to goodwill and indefinite-lived intangible assets and also when determining the fair value of contingent considerations. To determine the fair value in these situations, the Company uses Level 3 inputs, such as discounted cash flows, or if available, what a market participant would pay on the measurement date. The Company utilizes the income approach to estimate the fair value of its intangible assets derived from acquisitions. At the date of acquisition, a contingent earn-out obligation is recorded at its fair value, which is calculated as the present value of the Company's maximum obligation based on probability-weighted estimates of achievement of performance targets defined in the earn-out agreements. The Company reviews the fair valuation periodically and adjusts the fair value for any changes in the maximum earn- out obligation based on probability-weighted estimates of achievement of certain performance targets defined in the earn-out agreements. In addition, discounted cash flows were used to estimate the fair value of the Company's investment in joint ventures. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)" , which requires an entity to recognize the amount of revenue for which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP. In July 2015, the FASB agreed to defer the effective date of the standard from January 1, 2017, to January 1, 2018, with an option that permits companies to adopt the standard as early as the original effective date. Early application prior to the original effective date is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ," which will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Currently, there is no guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term "substantial doubt", (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of adopting this update on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes ," which simplifies the presentation of deferred income taxes by eliminating the need for entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. This amendment is effective for annual periods beginning after December 15, 2016. The Company is currently evaluating the potential impact that ASU 2015-17 may have on its financial position and results of operations. The adoption of this standard is not expected to have an impact on the Company's financial position, results of operations or financial statement disclosures, except the deferred tax assets will be reclassified from current to long-term assets. In February 2016, the FASB issued ASU No. 2016-02, "Leases ." The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of its pending adoption of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. " ASU 2016-09 allows for simplification of several aspects of the accounting for share- based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU 2016-09, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. ASU 2016-09 also requires recognition of excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. ASU 2016-09 further permits the withholding of an amount up to employees' maximum individual tax rate in the relevant jurisdiction without resulting in a liability classification. ASU 2016-09 also requires any excess tax benefits be classified along with other income tax cash flows as an operating activity and cash paid by an employer when directly withholding shares for tax-withholding purposes to be classified as a financing activity. ASU 2016-09 is effective for public companies for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of ASU 2016-09 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments (Topic 326) Credit Losses." ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective as of January 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-13. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements or footnote disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | 2. Acquisitions Effective February 23, 2016, the Company acquired certain assets of Lutheran Social Services of Illinois ("LSSI") for approximately $ 0.1 from the acquisition of LSSI is included in the Company's statement of income from the date of the acquisition. The LSSI acquisition accounted for $ 0.3 0.7 On April 24, 2015, Addus HealthCare entered into a Securities Purchase Agreement with Margaret Coffey and Carol Kolar (the "South Shore Sellers"), South Shore Home Health Service Inc. ("South Shore") and Acaring Home Care, LLC ("Acaring"), pursuant to which Addus HealthCare agreed to acquire all of the issued and outstanding securities of each of South Shore and Acaring. On February 5, 2016, Addus HealthCare completed its acquisition of all the outstanding securities of South Shore and Acaring for a total purchase price of $ 20.4 1.3 The Company's acquisition of South Shore and Acaring has been accounted for in accordance with ASC Topic 805, " Business Combinations, " and the resulting goodwill and other intangible assets was accounted for under ASC Topic 350 " Goodwill and Other Intangible Assets ." The acquisition was recorded at its fair value as of February 5, 2016. Under business combination accounting, the South Shore Purchase Price was $20.4 million and was allocated to South Shore's net tangible and identifiable intangible assets based on their estimated fair values. Management has preliminarily valued and allocated the purchase price as shown below. These preliminary estimates and assumptions could change during the purchase price measurement period as the Company finalizes the valuation, primarily related to working capital adjustments. Management anticipates this will be completed during the fourth quarter of 2016. Total (Amounts in Thousands) Goodwill $ 5,127 Identifiable intangible assets 9,957 Accounts receivable 6,124 Furniture, fixtures and equipment 66 Other current assets 763 Accrued liabilities (1,491 ) Accounts payable (97 ) Total purchase price allocation $ 20,449 Management's assessment of qualitative factors affecting goodwill for South Shore includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by the Company's management. It is anticipated that the net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. The South Shore acquisition accounted for $ 14.9 36.7 Effective November 9, 2015, the Company acquired certain assets of Five Points Healthcare of Virginia, LLC ("Five Points"), in order to further expand the Company's presence in the State of Virginia. The total consideration for the transaction was comprised of $ 4.1 0.4 The Company's acquisition of Five Points has been accounted for in accordance with ASC Topic 805, "Business Combinations," and the resulting goodwill and other intangible assets was accounted for under ASC Topic 350 " Goodwill and Other Intangible Assets ." The acquisition of Five Points was recorded at its fair value as of November 9, 2015. The total purchase price was $4.1 million. Under business combination accounting, the total purchase price was allocated to Five Points' net tangible and identifiable intangible assets based on their estimated fair values. Based upon management's valuation, the total purchase price has been allocated as follows: Total (Amounts in Thousands) Goodwill $ 2,885 Identifiable intangible assets 920 Accounts receivable 472 Accrued liabilities (155 ) Accounts payable (7 ) Total purchase price allocation $ 4,115 Management's assessment of qualitative factors affecting goodwill for Five Points includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by the Company's management. The net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. The Five Points acquisition accounted for $ 0.9 3.1 The following table contains unaudited pro forma condensed consolidated income statement information assuming the Five Points and the South Shore and Acaring acquisitions closed on January 1, 2015. For the Three Months Ended September 30, (Amounts in Thousands) 2016 2015 Net service revenues $ 103,502 $ 98,981 Operating income 2,495 5,898 Net income 1,699 3,952 Net income per common share Basic income per share $ 0.15 $ 0.36 Diluted income per share 0.15 0.35 For the Nine Months Ended September 30, (Amounts in Thousands) 2016 2015 Net service revenues $ 301,867 $ 293,774 Operating income 7,923 17,594 Net income 4,512 10,476 Net income per common share Basic income per share $ 0.41 $ 0.95 Diluted income per share 0.41 0.94 The pro forma disclosures in the table above include adjustments for amortization of intangible assets and tax expense and acquisition costs to reflect results that are more representative of the combined results of the transactions as if South Shore and Acaring and Five Points had been acquired effective January 1, 2015. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, such as anticipated cost savings from operating synergies. Effective January 1, 2015, the Company acquired Priority Home Health Care, Inc. ("PHHC"), in order to further expand the Company's presence in the State of Ohio. The total consideration for the transaction was comprised of $ 4.3 0.5 The Company's acquisition of PHHC has been accounted for in accordance with ASC Topic 805, "Business Combinations," and the resulting goodwill and other intangible assets were accounted for under ASC Topic 350 " Goodwill and Other Intangible Assets ." The acquisition was recorded at its fair value as of January 1, 2015. The total purchase price was $4.3 million. Under business combination accounting, the total purchase price was allocated to PHHC's net tangible and identifiable intangible assets based on their estimated fair values. Based upon management's valuation, the total purchase price has been allocated as follows: Total (Amounts in Thousands) Goodwill $ 1,862 Identifiable intangible assets 1,930 Accounts receivable 951 Furniture, fixtures and equipment 58 Other current assets 8 Accrued liabilities (339 ) Accounts payable (220 ) Total purchase price allocation $ 4,250 Management's assessment of qualitative factors affecting goodwill for PHHC includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by the Company's management. The net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. The PHHC acquisition accounted for $ 1.8 5.8 2.5 7.2 The Company had recorded a $ 1.3 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | 3. Goodwill and Intangible Assets A summary of the goodwill activity for the nine months ended September 30, 2016 is provided below: Goodwill (Amounts in Thousands) Goodwill, at December 31, 2015 $ 68,844 Additions for acquisitions 5,127 Adjustments to previously recorded goodwill (120 ) Goodwill, at September 30, 2016 $ 73,851 Adjustments to the previously recorded goodwill are primarily credits related to amortization of tax goodwill in excess of book basis. The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following as of September 30, 2016 and December 31, 2015: Customer and Non referral Trade names and competition relationships trademarks State licenses agreements Total (Amounts in Thousands) Gross balance at December 31, 2015 $ 29,872 $ 8,161 $ 150 $ 2,098 $ 40,281 Accumulated amortization (24,055 ) (4,587 ) — (1,288 ) (29,930 ) Net Balance at December 31, 2015 5,817 3,574 150 810 10,351 Gross balance at January 1, 2016 29,872 8,161 150 2,098 40,281 Additions for acquisitions 4,800 5,100 — 57 9,957 Accumulated amortization (26,072 ) (5,851 ) — (1,644 ) (33,567 ) Net Balance at September 30, 2016 $ 8,600 $ 7,410 $ 150 $ 511 $ 16,671 Amortization expense related to the identifiable intangible assets amounted to $ 1.3 3.6 0.8 2.2 |
Details Of Certain Balance Shee
Details Of Certain Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2016 | |
Details Of Certain Balance Sheet Accounts [Abstract] | |
Details Of Certain Balance Sheet Accounts | 4. Details of Certain Balance Sheet Accounts Prepaid expenses and other current assets consisted of the following: September 30, 2016 December 31, 2015 (Amounts in Thousands) Prepaid health insurance $ 714 $ 490 Prepaid workers' compensation and liability insurance 1,002 1,526 Prepaid rent 554 578 Workers' compensation insurance receivable 792 1,303 Other 1,423 961 $ 4,485 $ 4,858 Accrued expenses consisted of the following: September 30, 2016 December 31, 2015 (Amounts in Thousands) Accrued payroll $ 20,548 $ 13,304 Accrued workers' compensation insurance 13,297 14,116 Accrued health insurance (1) 2,505 950 Indemnification reserve (2) 582 754 Accrued payroll taxes 1,782 1,805 Accrued professional fees 918 1,084 Accrued severance (3) 1,558 — Accrued restructuring (4) 2,347 — Other 392 3,069 $ 43,929 $ 35,082 (1) The Company provides health insurance coverage to qualified union employees providing personal care services in Illinois through a Taft-Hartley multi-employer health and welfare plan under Section 302(c)(5) of the Labor Management Relations Act of 1947. The Company's insurance contributions equal the amount reimbursed by the State of Illinois. Contributions are due within five 0.7 0.5 (2) As a condition of the sale of substantially all of the assets used in the Company's home health business to subsidiaries of LHC Group, Inc. ("LHCG") in February 2013, the Company is responsible for any adjustments to Medicare and Medicaid billings prior to the closing. In connection with an internal evaluation of the Company's billing processes, the Company discovered documentation errors in a number of claims that it had submitted to Medicare. Consistent with applicable law, the Company voluntarily remitted $ 1.8 0.8 0.4 (3) Accrued severance represents amounts payable to terminated employees with employment and/or separation agreements with the Company. (4) Accrued restructuring includes fees related to the termination of various contracts with outside vendors and reserves for lease commitments related to the closure of three adult day services centers in Illinois and unused contract center office space. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 5. Long-Term Debt Long-term debt consisted of the following: September 30, 2016 December 31, 2015 (Amounts in Thousands) Revolving credit loan $ — $ — Term loan 24,375 — Capital leases 2,162 2,991 Less unamortized issuance costs (1,570 ) — Total $ 24,967 $ 2,991 Less current maturities (2,244 ) (1,109 ) Long-term debt $ 22,723 $ 1,882 In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" which amended the previous presentation of debt issuance costs in the financial statements. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015-03 is effective on a retrospective basis for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those annual periods. The Company adopted this standard on January 1, 2016 and has classified the debt issuance costs as current portion of long-term debt or long term debt, less current portion as of September 30, 2016. For the year ended December 31, 2015, debt issuance costs are included in other assets on the Condensed Consolidated Balance Sheets as the Company had no Capital Leases On July 12, 2014, September 11, 2014 and April 13, 2015, the Company executed three 48 2.7 1.4 0.4 3.0 3.6 1 The following is an analysis of the leased property under capital leases by major classes. Asset Balances at September 30, 2016 Classes of Property (Amounts in Thousands) Leasehold Improvements $ 2,928 Furniture & Equipment 526 Computer Equipment 635 Computer Software 303 Less: Disposal of Property and Equipment (1,408 ) Less: Accumulated Depreciation (1,029 ) $ 1,955 The future minimum payments for capital leases as of September 30, 2016 are as follows: Capital Lease (Amounts In Thousands) 2016 302 2017 1,213 2018 737 2019 30 Total minimum lease payments 2,282 Less: amount representing estimated executory costs (such as taxes, maintenance and insurance), including profit thereon, included in total minimum lease payments (51 ) Net minimum lease payments 2,231 Less: amount representing interest (a) (69 ) Present value of net minimum lease payments (b) $ 2,162 (a) Amount necessary to reduce net minimum lease payments to present value calculated at the Company's incremental borrowing rate at lease inception. (b) Included in the balance sheet as $ 1.2 1.0 Senior Secured Credit Facility On May 24, 2016, the Company entered into an amendment to its credit facility with certain lenders and Fifth Third Bank, as agent and letters of credit issuer. The Company's amended credit facility provides a $ 100.0 25.0 50.0 November 10, 2020 35.0 3.25 3.75 3.50 4.00 The availability of funds under the revolving credit portion of the Company's credit facility, is based on the lesser of (i) the product of adjusted EBITDA, as defined in the credit agreement, for the most recent 12-month period for which financial statements have been delivered under the credit agreement multiplied by the specified advance multiple, up to 3.75 100.0 2.00 2.50 0.50 3.00% 3.00 3.50 3.00 3.50 0.25 0.50 10.0 10.0 10.0 22.0 3.0 24.4 69.5 no 58.3 The credit facility contains customary affirmative covenants regarding, among other things, the maintenance of records, compliance with laws, maintenance of permits, maintenance of insurance and property and payment of taxes. The credit facility also contains certain customary financial covenants and negative covenants that, among other things, include a requirement to maintain a minimum fixed charge coverage ratio, a requirement to stay below a maximum senior leverage ratio and a requirement to stay below a maximum permitted amount of capital expenditures, as well as restrictions on guarantees, indebtedness, liens, distributions, investments and loans, subject to customary carve outs, a restriction on dividends (unless no default then exists or would occur as a result thereof, the Company is in pro forma compliance with the financial covenants contained in the credit facility after giving effect thereto, the Company has an excess availability of at least 40% 5.0 three 25.0 40.0 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes A reconciliation of the statutory federal tax rate of 34.3% for the three and nine months ended September 30, 2016 and 35.0% for the three and nine months ended September 30, 2015 is summarized as follows: Three Months Ended September 30, 2016 2015 Federal income tax at statutory rate 34.3 % 35.0 % State and local taxes, net of federal benefit 5.2 5.2 Jobs tax credits, net (27.5 ) (9.7 ) Nondeductible expenses 2.6 0.5 Other — (1.1 ) Effective income tax rate 14.6 % 29.9 % Nine Months Ended September 30, 2016 2015 Federal income tax at statutory rate 34.3 % 35.0 % State and local taxes, net of federal benefit 5.2 5.2 Jobs tax credits, net (16.5 ) (7.6 ) Nondeductible meals and entertainment 2.2 0.6 Other — 0.4 Effective income tax rate 25.2 % 33.6 % |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 7. Commitments and Contingencies Legal Proceedings The Company is a party to legal and/or administrative proceedings incidental to its business. It is the opinion of management that the outcome of such pending legal and/or administrative proceedings will not have a material effect on the Company's financial position and results of operations. On January 20, 2016, the Company was served with a lawsuit filed in the United States District Court for the Northern District of Illinois against the Company and Cigna Corporation by Stop Illinois Marketing Fraud, LLC, a qui tam relator formed for the purpose of bringing this action. In the action, the plaintiff alleges, inter alia, violations of the Federal False Claims Act relating primarily to allegations of violations of the Federal Anti-Kickback Statute and allegedly improper referrals of patients from our home care division to our home health business, substantially all of which was sold in 2013. The plaintiff seeks to recover damages, fees and costs under the Federal False Claims Act including treble damages, civil penalties and its attorneys' fees. The U.S. government has declined to intervene at this time. Plaintiff amended its complaint on April 4, 2016 to include additional allegations in support of its False Claims Act claims, including alleged violations of the Federal Anti-Kickback Statute. The Company intends to defend the litigation vigorously. The Company filed a motion to dismiss the amended complaint on June 6, 2016. Plaintiff filed its opposition to the Company's motion on July 22, 2016. The Company's reply in further support of the motion to dismiss was filed on August 23, 2016. Briefing has now concluded and the parties await the Court's decision which may be delivered as late as February of 2017. The Court has stayed discovery in the action pending resolution of defendants' motion to dismiss. The Company believes the case will not have a material adverse effect on its business, financial condition or results of operations. On May 4, 2016, the Company, together with 59 other social service and healthcare providers in the State of Illinois, filed an action in the Circuit Court of Cook County, Illinois against certain individuals in their official capacities as agents of the Illinois Department of Human Services, the Illinois Department on Aging, the Illinois Department of Public Health, the Illinois Department of HealthCare and Family Services, the Illinois Criminal Justice Information Authority, the Illinois Department of Corrections and the Illinois Department of Central Management Services, including the Governor of Illinois. On July 20, 2016, a third amended complaint was filed by the plaintiffs, who now comprise 97 similarly situated providers and provider organizations. In the action, the plaintiffs, including the Company, allege that they entered into contracts with the various defendants based in part on the Governor's proposed budget, which provided for funding for the services to be provided by plaintiffs thereunder. The Governor subsequently vetoed all of the relevant appropriations bills on June 25, 2015 and again vetoed an appropriations bill that included funding for the contracts on June 10, 2016. While the defendant officer and agency heads have continued to enforce such contracts, since August 1, 2016, the Company received an aggregate of approximately $ 65.4 In those actions, plaintiffs alleged the defendant officers and agency heads acted beyond the scope of their legal authority in entering into and enforcing contracts with no intent to perform under such contracts by failing to pay amounts due thereunder when due. The action also alleged that the Governor of Illinois' vetoes of appropriations for such contracts violated the Illinois Constitution. Plaintiffs sought injunctive relief to payment of overdue bills to prevent irreparable harm, including imperiling the State's infrastructure for delivery of human services. On August 31, 2016, the Court denied plaintiffs' petitions for declaratory and injunctive relief and dismissed the actions with prejudice. Plaintiffs timely filed a notice of appeal on September 30, 2016. Employment Agreements The Company has entered into employment agreements with certain members of senior management. The terms of these agreements are up to four A substantial percentage of the Company's workforce is represented by the Service Employees International Union ("SEIU"). The Company has a national agreement with the SEIU. Wages and benefits are negotiated at the local level at various times throughout the year. These negotiations are often initiated when the Company receives increases in hourly rates from various state agencies. Upon expiration of these collective bargaining agreements, the Company may not be able to negotiate labor agreements on satisfactory terms with these labor unions. |
Severance and Restructuring
Severance and Restructuring | 9 Months Ended |
Sep. 30, 2016 | |
Severance and Restructuring [Abstract] | |
Severance and Restructuring | 8. Severance and Restructuring During 2016, the Company took steps to streamline and simplify its operations. The expenses recorded for the three months and nine months ended September 30, 2016 included costs related to terminated employees and other direct costs associated with implementing these initiatives. Other direct costs included contract termination costs, accelerated depreciation and asset write-offs. The Company incurred total pretax expenses related to these streamlining initiatives of approximately $ 8.3 The following provides the components of and changes in our severance and restructuring accruals: Employee Termination Restructuring Costs and Other (Amounts in Thousands) Balance at December 31, 2015 $ — $ — Provision 3,031 5,243 Utilization (1,473 ) (2,896 ) Balance at September 30, 2016 $ 1,558 $ 2,347 Employee termination costs represent accrued severance payable to terminated employees with employment and/or separation agreements with the Company. The terminations resulted mainly from the closure of the contact center and other changes made to the executive leadership team made during the nine months ended September 30, 2016. Restructuring and other costs comprised of costs related to lease commitments and write-offs of leasehold improvements and property and equipment resulting from the closure of three The aforementioned accruals are included in Accrued Expenses on the Condensed Consolidated Balance Sheets and the aforementioned expenses are included in General and Administrative Expenses on the Condensed Consolidated Statements of Income. |
Significant Payors
Significant Payors | 9 Months Ended |
Sep. 30, 2016 | |
Significant Payors [Abstract] | |
Significant Payors | 9. Significant Payors A substantial portion of the Company's net service revenues and accounts receivable are derived from services performed for federal, state and local governmental agencies. The Illinois Department on Aging accounted for 42.6 50.0 43.6 48.6 The related receivables due from the Illinois Department on Aging represented 43.1 54.9 |
Concentration Of Cash
Concentration Of Cash | 9 Months Ended |
Sep. 30, 2016 | |
Concentration Of Cash [Abstract] | |
Concentration Of Cash | 10. Concentration of Cash Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. The Company maintains cash with financial institutions which, at times, may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk on cash. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Event | 11. Subsequent Event On October 19, 2016, the Board of Directors elected Darin J. Gordon and Susan T. Weaver, M.D., FACP, to the Board. Mr. Gordon and Dr. Weaver were appointed to fill the two five seven |
Summary Of Significant Accoun18
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Description of Business | Basis of Presentation and Description of Business The condensed consolidated financial statements include the accounts of Addus HomeCare Corporation ("Holdings") and its subsidiaries (together with Holdings, the "Company" or "we"). The Company operates as one 34,000 118 24 three |
Principles of Consolidation | Principles of Consolidation All intercompany balances and transactions have been eliminated in consolidation. The Company's investment in entities with less than 20% ownership or in which the Company does not have the ability to influence the operations of the investee are accounted for using the cost method and are included in investments in joint ventures. |
Revenue Recognition | Revenue Recognition The Company generates net service revenues by providing services directly to consumers. The Company receives payments for providing services from federal, state and local governmental agencies, managed care organizations, commercial insurers and private consumers. The Company's operations are principally provided based on authorized hours, determined by the relevant agency, at an hourly rate specified in agreements or fixed by legislation and recognized as revenues at the time services are rendered. Net service revenues are reimbursed by state, local and other governmental programs which are partially funded by Medicaid or Medicaid waiver programs, with the remainder reimbursed through private individuals and various insurance programs. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes its allowance for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. The Company establishes its provision for doubtful accounts primarily by analyzing historical trends and the aging of receivables. In its evaluation, the Company considers other factors including: delays in payment trends in individual states due to budget or funding issues; billing conversions related to acquisitions or internal systems; resubmission of bills with required documentation and disputes with specific payors. An allowance for doubtful accounts is maintained at a level that the Company's management believes is sufficient to cover potential losses. However, actual collections could differ from the Company's estimates. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets by use of the straight-line method. Maintenance and repairs are charged to expense as incurred. The estimated useful lives of the property and equipment are as follows: Computer equipment 3 5 Furniture and equipment 5 7 Transportation equipment 5 Computer software 5 10 Leasehold improvements Lesser of useful life or lease term, unless probability of lease renewal is likely |
Goodwill | Goodwill The Company's carrying value of goodwill is the residual of the purchase price over the fair value of the net assets acquired from various acquisitions including the acquisition of Addus HealthCare, Inc. ("Addus HealthCare"). In accordance with Accounting Standards Codification ("ASC") Topic 350, "Goodwill and Other Intangible Assets ," goodwill and intangible assets with indefinite useful lives are not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. The Company may use a qualitative test, known as "Step 0," or a two no No |
Intangible Assets | Intangible Assets The Company's identifiable intangible assets consist of customer and referral relationships, trade names, trademarks, state licenses and non-compete agreements. Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from two twenty-five Intangible assets with finite lives are amortized using the estimated economic benefit method over the useful life and assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company would recognize an impairment loss when the estimated future non-discounted cash flows associated with the intangible asset is less than the carrying value. An impairment change would then be recorded for the excess of the carrying value over the fair value. The Company estimates the fair value of these intangible assets using the income approach. No The income approach, which the Company uses to estimate the fair value of its intangible assets (other than goodwill), is dependent on a number of factors including estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. The Company bases its fair value estimates on assumptions the Company believes to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company also has indefinite-lived intangible assets that are not subject to amortization expense such as certificates of need and licenses to conduct specific operations within geographic markets. The Company's management has concluded that certificates of need and licenses have indefinite lives, as management has determined that there are no legal, regulatory, contractual, economic or other factors that would limit the useful life of these intangible assets, and the Company intends to renew and operate the certificates of need and licenses indefinitely. The certificates of need and licenses are tested annually for impairment. No |
Debt Issuance Costs | Debt Issuance Costs The Company amortizes debt issuance costs on a straight-line method over the term of the related debt. This method approximates the effective interest method. The Company has classified the debt issuance costs as current portion of long-term debt or long term debt, less current portions as of September 30, 2016. For the year ended December 31, 2015, debt issuance costs are included in other assets on the Condensed Consolidated Balance Sheets as the Company had no long-term debt outstanding during the year to offset the debt issuance costs. |
Workers' Compensation Program | Workers' Compensation Program The Company's workers' compensation program has a $ 0.4 |
Interest Income | Interest Income Legislation enacted in Illinois entitles designated service program providers to receive a prompt payment interest penalty based on qualifying services approved for payment that remain unpaid after a designated period of time. As the amount and timing of the receipt of these payments are not certain, the interest income is recognized when received and reported in the statement of income as interest income. For the three and nine months ended September 30, 2016 and 2015 no |
Interest Expense | Interest Expense The Company's interest expense consists of interest costs on its credit facility, capital lease obligations and amortization of debt issuance costs and is reported in the statement of income when incurred. |
Other Income | Other Income Other income consists of income distributions received from the investment in joint venture. The Company accounts for this income in accordance with ASC Topic 325, "Investments—Other." The Company recognizes the net accumulated earnings only to the extent distributed by the joint venture on the date received. |
Income Tax Expenses | Income Tax Expense The Company accounts for income taxes under the provisions of ASC Topic 740, "Income Taxes." The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in its financial statements or tax returns. Deferred taxes, resulting from differences between the financial and tax basis of the Company's assets and liabilities, are also adjusted for changes in tax rates and tax laws when changes are enacted. ASC Topic 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. ASC Topic 740, also prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. In addition, ASC Topic 740 provides guidance on derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. |
Stock-Based Compensation | Stock-based Compensation The Company has two Stock Compensation ." Compensation expense is recognized on a graded method under the 2006 Plan and on a straight-line basis under the 2009 Plan over the vesting period of the awards based on the fair value of the options and restricted stock awards. Under the 2006 Plan, the Company historically used the Black-Scholes option pricing model to estimate the fair value of its stock based payment awards, but beginning October 28, 2009 under its 2009 Plan the Company began using an enhanced Hull-White Trinomial model. The determination of the fair value of stock-based payments utilizing the Black-Scholes model and the enhanced Hull-White Trinomial model is affected by Holdings' stock price and a number of assumptions, including expected volatility, risk-free interest rate, expected term, expected dividends yield, expected forfeiture rate, expected turn-over rate and the expected exercise multiple. |
Diluted Net Income Per Common Share | Diluted Net Income Per Common Share Diluted net income per common share, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The Company's outstanding securities that may potentially dilute the common stock are stock options and restricted stock awards. Included in the Company's calculation of diluted earnings per share for the three and nine months ended September 30, 2016 were approximately 469,000 39,000 29,000 97,000 11,000 7,000 Included in the Company's calculation of diluted earnings per share for the three and nine months ended September 30, 2015 were approximately 650,000 217,000 199,000 89,000 23,000 5,000 |
Estimates | Estimates The financial statements are prepared by management in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and include estimated amounts and certain disclosures based on assumptions about future events. Accordingly, actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments consist of cash, accounts receivable, payables and debt. The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The carrying value of the Company's long-term debt with variable interest rates approximates fair value based on instruments with similar terms. The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to goodwill and indefinite-lived intangible assets and also when determining the fair value of contingent considerations. To determine the fair value in these situations, the Company uses Level 3 inputs, such as discounted cash flows, or if available, what a market participant would pay on the measurement date. The Company utilizes the income approach to estimate the fair value of its intangible assets derived from acquisitions. At the date of acquisition, a contingent earn-out obligation is recorded at its fair value, which is calculated as the present value of the Company's maximum obligation based on probability-weighted estimates of achievement of performance targets defined in the earn-out agreements. The Company reviews the fair valuation periodically and adjusts the fair value for any changes in the maximum earn- out obligation based on probability-weighted estimates of achievement of certain performance targets defined in the earn-out agreements. In addition, discounted cash flows were used to estimate the fair value of the Company's investment in joint ventures. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)" , which requires an entity to recognize the amount of revenue for which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP. In July 2015, the FASB agreed to defer the effective date of the standard from January 1, 2017, to January 1, 2018, with an option that permits companies to adopt the standard as early as the original effective date. Early application prior to the original effective date is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ," which will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Currently, there is no guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term "substantial doubt", (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of adopting this update on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes ," which simplifies the presentation of deferred income taxes by eliminating the need for entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. This amendment is effective for annual periods beginning after December 15, 2016. The Company is currently evaluating the potential impact that ASU 2015-17 may have on its financial position and results of operations. The adoption of this standard is not expected to have an impact on the Company's financial position, results of operations or financial statement disclosures, except the deferred tax assets will be reclassified from current to long-term assets. In February 2016, the FASB issued ASU No. 2016-02, "Leases ." The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of its pending adoption of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. " ASU 2016-09 allows for simplification of several aspects of the accounting for share- based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU 2016-09, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. ASU 2016-09 also requires recognition of excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. ASU 2016-09 further permits the withholding of an amount up to employees' maximum individual tax rate in the relevant jurisdiction without resulting in a liability classification. ASU 2016-09 also requires any excess tax benefits be classified along with other income tax cash flows as an operating activity and cash paid by an employer when directly withholding shares for tax-withholding purposes to be classified as a financing activity. ASU 2016-09 is effective for public companies for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of ASU 2016-09 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments (Topic 326) Credit Losses." ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective as of January 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-13. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements or footnote disclosures. |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Computer equipment 3 5 Furniture and equipment 5 7 Transportation equipment 5 Computer software 5 10 Leasehold improvements Lesser of useful life or lease term, unless probability of lease renewal is likely |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
South Shore Home Health Service, Inc and Acaring Home Care, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule Of Purchase Price Allocation | Total (Amounts in Thousands) Goodwill $ 5,127 Identifiable intangible assets 9,957 Accounts receivable 6,124 Furniture, fixtures and equipment 66 Other current assets 763 Accrued liabilities (1,491 ) Accounts payable (97 ) Total purchase price allocation $ 20,449 |
Five Points Healthcare of Virginia, LLC ("Five Points") [Member] | |
Business Acquisition [Line Items] | |
Schedule Of Purchase Price Allocation | Total (Amounts in Thousands) Goodwill $ 2,885 Identifiable intangible assets 920 Accounts receivable 472 Accrued liabilities (155 ) Accounts payable (7 ) Total purchase price allocation $ 4,115 |
Priority Home Health Care, Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule Of Purchase Price Allocation | Total (Amounts in Thousands) Goodwill $ 1,862 Identifiable intangible assets 1,930 Accounts receivable 951 Furniture, fixtures and equipment 58 Other current assets 8 Accrued liabilities (339 ) Accounts payable (220 ) Total purchase price allocation $ 4,250 |
Five Points And South Shore And Acaring [Member] | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Condensed Consolidated Income Statement Information | For the Three Months Ended September 30, (Amounts in Thousands) 2016 2015 Net service revenues $ 103,502 $ 98,981 Operating income 2,495 5,898 Net income 1,699 3,952 Net income per common share Basic income per share $ 0.15 $ 0.36 Diluted income per share 0.15 0.35 For the Nine Months Ended September 30, (Amounts in Thousands) 2016 2015 Net service revenues $ 301,867 $ 293,774 Operating income 7,923 17,594 Net income 4,512 10,476 Net income per common share Basic income per share $ 0.41 $ 0.95 Diluted income per share 0.41 0.94 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Goodwill Activity | Goodwill (Amounts in Thousands) Goodwill, at December 31, 2015 $ 68,844 Additions for acquisitions 5,127 Adjustments to previously recorded goodwill (120 ) Goodwill, at September 30, 2016 $ 73,851 |
Schedule of Carrying Amount and Accumulated Amortization of Intangible Asset | Customer and Non referral Trade names and competition relationships trademarks State licenses agreements Total (Amounts in Thousands) Gross balance at December 31, 2015 $ 29,872 $ 8,161 $ 150 $ 2,098 $ 40,281 Accumulated amortization (24,055 ) (4,587 ) — (1,288 ) (29,930 ) Net Balance at December 31, 2015 5,817 3,574 150 810 10,351 Gross balance at January 1, 2016 29,872 8,161 150 2,098 40,281 Additions for acquisitions 4,800 5,100 — 57 9,957 Accumulated amortization (26,072 ) (5,851 ) — (1,644 ) (33,567 ) Net Balance at September 30, 2016 $ 8,600 $ 7,410 $ 150 $ 511 $ 16,671 |
Details Of Certain Balance Sh22
Details Of Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Details Of Certain Balance Sheet Accounts [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | September 30, 2016 December 31, 2015 (Amounts in Thousands) Prepaid health insurance $ 714 $ 490 Prepaid workers' compensation and liability insurance 1,002 1,526 Prepaid rent 554 578 Workers' compensation insurance receivable 792 1,303 Other 1,423 961 $ 4,485 $ 4,858 |
Schedule of Accrued Expenses | September 30, 2016 December 31, 2015 (Amounts in Thousands) Accrued payroll $ 20,548 $ 13,304 Accrued workers' compensation insurance 13,297 14,116 Accrued health insurance (1) 2,505 950 Indemnification reserve (2) 582 754 Accrued payroll taxes 1,782 1,805 Accrued professional fees 918 1,084 Accrued severance (3) 1,558 — Accrued restructuring (4) 2,347 — Other 392 3,069 $ 43,929 $ 35,082 (1) The Company provides health insurance coverage to qualified union employees providing personal care services in Illinois through a Taft-Hartley multi-employer health and welfare plan under Section 302(c)(5) of the Labor Management Relations Act of 1947. The Company's insurance contributions equal the amount reimbursed by the State of Illinois. Contributions are due within five business days from the date the funds are received from the State. Amounts due of $0.7 million and $0.5 million for health insurance reimbursements and contributions were reflected in prepaid insurance and accrued insurance as of September 30, 2016 and December 31, 2015, respectively. (2) As a condition of the sale of substantially all of the assets used in the Company's home health business to subsidiaries of LHC Group, Inc. ("LHCG") in February 2013, the Company is responsible for any adjustments to Medicare and Medicaid billings prior to the closing. In connection with an internal evaluation of the Company's billing processes, the Company discovered documentation errors in a number of claims that it had submitted to Medicare. Consistent with applicable law, the Company voluntarily remitted $1.8 million to the U.S. government in March 2014. The Company, using its best judgment, has estimated a total of $0.8 million for billing adjustments for 2013, 2012, 2011 and 2010 services which may be subject to Medicare audits. For the year ended December 31, 2015, the Company reduced the indemnification reserve accrual by the amounts accrued for periods no longer subject to Medicare audits of $0.4 million. This amount was reflected as a reduction in general and administrative expense. (3) Accrued severance represents amounts payable to terminated employees with employment and/or separation agreements with the Company. (4) Accrued restructuring includes fees related to the termination of various contracts with outside vendors and reserves for lease commitments related to the closure of three adult day services centers in Illinois and unused contract center office space. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | September 30, 2016 December 31, 2015 (Amounts in Thousands) Revolving credit loan $ — $ — Term loan 24,375 — Capital leases 2,162 2,991 Less unamortized issuance costs (1,570 ) — Total $ 24,967 $ 2,991 Less current maturities (2,244 ) (1,109 ) Long-term debt $ 22,723 $ 1,882 |
Schedule Of Leased Property Under Capital Leases | Asset Balances at September 30, 2016 Classes of Property (Amounts in Thousands) Leasehold Improvements $ 2,928 Furniture & Equipment 526 Computer Equipment 635 Computer Software 303 Less: Disposal of Property and Equipment (1,408 ) Less: Accumulated Depreciation (1,029 ) $ 1,955 |
Schedule Of Future Minimum Payments For Capital Leases | Capital Lease (Amounts In Thousands) 2016 302 2017 1,213 2018 737 2019 30 Total minimum lease payments 2,282 Less: amount representing estimated executory costs (such as taxes, maintenance and insurance), including profit thereon, included in total minimum lease payments (51 ) Net minimum lease payments 2,231 Less: amount representing interest (a) (69 ) Present value of net minimum lease payments (b) $ 2,162 (a) Amount necessary to reduce net minimum lease payments to present value calculated at the Company's incremental borrowing rate at lease inception. (b) Included in the balance sheet as $1.2 million of the current portion of long-term debt and $1.0 million of the long-term debt, less current portion. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Reconciliation Of Statutory Federal Tax Rate | Three Months Ended September 30, 2016 2015 Federal income tax at statutory rate 34.3 % 35.0 % State and local taxes, net of federal benefit 5.2 5.2 Jobs tax credits, net (27.5 ) (9.7 ) Nondeductible expenses 2.6 0.5 Other — (1.1 ) Effective income tax rate 14.6 % 29.9 % Nine Months Ended September 30, 2016 2015 Federal income tax at statutory rate 34.3 % 35.0 % State and local taxes, net of federal benefit 5.2 5.2 Jobs tax credits, net (16.5 ) (7.6 ) Nondeductible meals and entertainment 2.2 0.6 Other — 0.4 Effective income tax rate 25.2 % 33.6 % |
Severance and Restructuring (Ta
Severance and Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Severance and Restructuring [Abstract] | |
Components of and Changes in Severance and Restructuring Accruals | Employee Termination Restructuring Costs and Other (Amounts in Thousands) Balance at December 31, 2015 $ — $ — Provision 3,031 5,243 Utilization (1,473 ) (2,896 ) Balance at September 30, 2016 $ 1,558 $ 2,347 |
Summary Of Significant Accoun26
Summary Of Significant Accounting Policies (Narrative) (Details) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)stateshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2016USD ($)statesegmentitemshares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reporting segments | segment | 1 | ||||
Number of states in which the company operates | state | 24 | 24 | |||
Number of consumers | item | 34,000 | ||||
Number of locations | item | 118 | ||||
Number of adult day centers | item | 3 | ||||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Impairment of finite-lived intangible assets | 0 | 0 | 0 | 0 | |
Impairment of intangible assets, indefinite-lived (Excluding Goodwill) | 0 | 0 | 0 | 0 | |
Deductible component of workers' compensation | 0.4 | ||||
Interest income received | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of stock incentive plans | item | 2 | ||||
Stock Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of stock options included in calculation | shares | 469 | 650 | 469 | 650 | |
Number of dilutive shares of outstanding stock options and restricted stock awards | shares | 39 | 217 | 29 | 199 | |
Restricted Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Shares of restricted stock awards | shares | 97 | 89 | 97 | 89 | |
Number of dilutive shares of outstanding stock options and restricted stock awards | shares | 11 | 23 | 7 | 5 | |
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets, estimated useful lives | 2 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets, estimated useful lives | 25 years |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies (Estimated Useful Lives of Property and Equipment) (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Transportation Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Minimum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Minimum [Member] | Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Maximum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
Maximum [Member] | Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 10 years |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | Feb. 23, 2016 | Feb. 05, 2016 | Nov. 09, 2015 | Jan. 01, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||||
Acquisitions of businesses | $ 20,449 | $ 4,250 | ||||||||
Current portion of contingent earn-out obligation | $ 1,250 | |||||||||
Net service revenues | $ 103,502 | $ 84,331 | 297,032 | 252,055 | ||||||
Coordinated Home Health Care, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, contingent earn-out obligation | $ 1,300 | |||||||||
Priority Home Health Care, Inc [Member] | Ohio [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions of businesses | $ 4,300 | |||||||||
Acquisition related costs | $ 500 | |||||||||
Net service revenues | 1,800 | $ 2,500 | 5,800 | $ 7,200 | ||||||
South Shore Home Health Service, Inc and Acaring Home Care, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions of businesses | $ 20,400 | |||||||||
Acquisition related costs | $ 1,300 | |||||||||
Net service revenues | 14,900 | 36,700 | ||||||||
Five Points Healthcare of Virginia, LLC ("Five Points") [Member] | Virginia [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions of businesses | $ 4,100 | |||||||||
Acquisition related costs | $ 400 | |||||||||
Net service revenues | 900 | 3,100 | ||||||||
Lutheran Social Services of Illinois ("LSSI") [Member] | Illinois [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase price for business acquisition | $ 100 | |||||||||
Net service revenues | $ 300 | $ 700 |
Acquisitions (Schedule Of Purch
Acquisitions (Schedule Of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Feb. 05, 2016 | Dec. 31, 2015 | Nov. 09, 2015 | Jan. 01, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 73,851 | $ 68,844 | |||
South Shore Home Health Service, Inc and Acaring Home Care, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 5,127 | ||||
Identifiable intangible assets | 9,957 | ||||
Accounts receivable | 6,124 | ||||
Furniture, fixtures and equipment | 66 | ||||
Other current assets | 763 | ||||
Accrued liabilities | (1,491) | ||||
Accounts payable | (97) | ||||
Total purchase price allocation | $ 20,449 | ||||
Five Points Healthcare of Virginia, LLC ("Five Points") [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,885 | ||||
Identifiable intangible assets | 920 | ||||
Accounts receivable | 472 | ||||
Accrued liabilities | (155) | ||||
Accounts payable | (7) | ||||
Total purchase price allocation | $ 4,115 | ||||
Priority Home Health Care, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,862 | ||||
Identifiable intangible assets | 1,930 | ||||
Accounts receivable | 951 | ||||
Furniture, fixtures and equipment | 58 | ||||
Other current assets | 8 | ||||
Accrued liabilities | (339) | ||||
Accounts payable | (220) | ||||
Total purchase price allocation | $ 4,250 |
Acquisitions (Unaudited Pro For
Acquisitions (Unaudited Pro Forma Condensed Consolidated Income Statement Information) (Details) - Five Points And South Shore And Acaring [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Net service revenues | $ 103,502 | $ 98,981 | $ 301,867 | $ 293,774 |
Operating income | 2,495 | 5,898 | 7,923 | 17,594 |
Net income | $ 1,699 | $ 3,952 | $ 4,512 | $ 10,476 |
Basic income per share | $ 0.15 | $ 0.36 | $ 0.41 | $ 0.95 |
Diluted income per share | $ 0.15 | $ 0.35 | $ 0.41 | $ 0.94 |
Goodwill And Intangible Asset31
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill [Line Items] | ||||
Amortization expense | $ 1.3 | $ 0.8 | $ 3.6 | $ 2.2 |
Minimum [Member] | ||||
Goodwill [Line Items] | ||||
Intangible assets, estimated useful lives | 2 years | |||
Maximum [Member] | ||||
Goodwill [Line Items] | ||||
Intangible assets, estimated useful lives | 25 years |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill, at Beginning of Period | $ 68,844 |
Additions for Acquisitions | 5,127 |
Adjustments to previously recorded goodwill | (120) |
Goodwill, at End of Period | $ 73,851 |
Goodwill And Intangible Asset33
Goodwill And Intangible Assets (Schedule of Carrying Amount and Accumulated Amortization of Intangible Asset) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross balance | $ 40,281 | $ 40,281 |
Additions for acquisitions | 9,957 | |
Accumulated amortization | (33,567) | (29,930) |
Net Balance | 16,671 | 10,351 |
Customer And Referral Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross balance | 29,872 | 29,872 |
Additions for acquisitions | 4,800 | |
Accumulated amortization | (26,072) | (24,055) |
Net Balance | 8,600 | 5,817 |
Trade Names And Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross balance | 8,161 | 8,161 |
Additions for acquisitions | 5,100 | |
Accumulated amortization | (5,851) | (4,587) |
Net Balance | 7,410 | 3,574 |
State Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross balance | 150 | 150 |
Net Balance | 150 | 150 |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross balance | 2,098 | 2,098 |
Additions for acquisitions | 57 | |
Accumulated amortization | (1,644) | (1,288) |
Net Balance | $ 511 | $ 810 |
Details Of Certain Balance Sh34
Details Of Certain Balance Sheet Accounts (Schedule Of Prepaid Expenses And Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Details Of Certain Balance Sheet Accounts [Abstract] | ||
Prepaid health insurance | $ 714 | $ 490 |
Prepaid workers' compensation and liability insurance | 1,002 | 1,526 |
Prepaid rent | 554 | 578 |
Workers' compensation insurance receivable | 792 | 1,303 |
Other | 1,423 | 961 |
Prepaid expenses and other current assets | $ 4,485 | $ 4,858 |
Details Of Certain Balance Sh35
Details Of Certain Balance Sheet Accounts (Schedule Of Accrued Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Sep. 30, 2016 | Dec. 31, 2015 | ||
Details Of Certain Balance Sheet Accounts [Abstract] | ||||
Accrued payroll | $ 20,548 | $ 13,304 | ||
Accrued workers' compensation insurance | 13,297 | 14,116 | ||
Accrued health insurance | [1] | 2,505 | 950 | |
Indemnification reserve | [2] | 582 | 754 | |
Accrued payroll taxes | 1,782 | 1,805 | ||
Accrued professional fees | 918 | 1,084 | ||
Accrued severance | [3] | 1,558 | ||
Accrued restructuring | [4] | 2,347 | ||
Other | 392 | 3,069 | ||
Accrued expenses | $ 43,929 | 35,082 | ||
Contributions due after fund received, period | 5 days | |||
Health insurance reimbursement and contribution due | $ 700 | 500 | ||
Remittance payment | $ 1,800 | |||
Estimated billing adjustments for remittance payment | $ 800 | |||
Reduction of indemnification reserve accrual | $ 400 | |||
[1] | The Company provides health insurance coverage to qualified union employees providing personal care services in Illinois through a Taft-Hartley multi-employer health and welfare plan under Section 302(c)(5) of the Labor Management Relations Act of 1947. The Company's insurance contributions equal the amount reimbursed by the State of Illinois. Contributions are due within five business days from the date the funds are received from the State. Amounts due of $0.7 million and $0.5 million for health insurance reimbursements and contributions were reflected in prepaid insurance and accrued insurance as of September 30, 2016 and December 31, 2015, respectively. | |||
[2] | As a condition of the sale of substantially all of the assets used in the Company's home health business to subsidiaries of LHC Group, Inc. ("LHCG") in February 2013, the Company is responsible for any adjustments to Medicare and Medicaid billings prior to the closing. In connection with an internal evaluation of the Company's billing processes, the Company discovered documentation errors in a number of claims that it had submitted to Medicare. Consistent with applicable law, the Company voluntarily remitted $1.8 million to the U.S. government in March 2014. The Company, using its best judgment, has estimated a total of $0.8 million for billing adjustments for 2013, 2012, 2011 and 2010 services which may be subject to Medicare audits.For the year ended December 31, 2015, the Company reduced the indemnification reserve accrual by the amounts accrued for periods no longer subject to Medicare audits of $0.4 million. This amount was reflected as a reduction in general and administrative expense. | |||
[3] | Accrued severance represents amounts payable to terminated employees with employment and/or separation agreements with the Company. | |||
[4] | Accrued restructuring includes fees related to the termination of various contracts with outside vendors and reserves for lease commitments related to the closure of three adult day services centers in Illinois and unused contract center office space. |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Thousands | Jul. 14, 2016USD ($) | May 24, 2016USD ($) | May 23, 2016 | May 05, 2016USD ($) | Feb. 05, 2016USD ($) | Jan. 12, 2016USD ($) | Sep. 30, 2016USD ($)agreementitem$ / agreement | Dec. 31, 2015USD ($) | Nov. 10, 2015USD ($) | Apr. 13, 2015USD ($) | Sep. 11, 2014USD ($) | Jul. 12, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Capital lease agreements term | 48 months | |||||||||||
Number of capital lease agreements | agreement | 3 | |||||||||||
Proceeds from line of credit | $ 27,000 | |||||||||||
Long-term debt outstanding | $ 0 | |||||||||||
Capital Leases [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capital lease agreements amount | $ 400 | $ 1,400 | $ 2,700 | |||||||||
Option to purchase assets per lease agreement | $ / agreement | 1 | |||||||||||
Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit outstanding amount | 0 | |||||||||||
Minimum [Member] | Capital Leases [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 3.00% | |||||||||||
Maximum [Member] | Capital Leases [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate | 3.60% | |||||||||||
Amended Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of debt transferred from revolving credit line to term loan | $ 3,000 | |||||||||||
Line of credit outstanding amount | $ 24,400 | |||||||||||
Amended Credit Facility [Member] | Senior Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, expiration date | Nov. 10, 2020 | |||||||||||
Amended Credit Facility [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum aggregate loan amount available | $ 100,000 | $ 69,500 | $ 58,300 | $ 100,000 | ||||||||
Proceeds from line of credit | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||
Specified advance multiple used to determine funds availability under credit facility | 3.75 | 3.25 | 3.75 | |||||||||
Maximum single acquisition price | $ 25,000 | |||||||||||
Maximum total purchase price allowed over term of credit facility | $ 40,000 | |||||||||||
Maximum senior leverage ratio | 4 | 3.50 | ||||||||||
Amended Credit Facility [Member] | Revolving Credit Loan [Member] | Senior Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum number of acquisitions in a year | item | 3 | |||||||||||
Amended Credit Facility [Member] | Delayed Draw Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum aggregate loan amount available | $ 25,000 | |||||||||||
Proceeds from line of credit | $ 22,000 | |||||||||||
Amended Credit Facility [Member] | Uncommitted Incremental Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum aggregate loan amount available | $ 50,000 | |||||||||||
Amended Credit Facility [Member] | Letters of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum aggregate loan amount available | $ 35,000 | |||||||||||
Amended Credit Facility [Member] | Minimum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fee charged on unused portion of revolving credit facility | 0.25% | |||||||||||
Amended Credit Facility [Member] | Maximum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fee charged on unused portion of revolving credit facility | 0.50% | |||||||||||
Amended Credit Facility [Member] | One Month LIBOR [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 3.00% | |||||||||||
Amended Credit Facility [Member] | Federal Funds Rate [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 0.50% | |||||||||||
Basis for Availability of Funds Debt Covenant One [Member] | Amended Credit Facility [Member] | Minimum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 2.00% | |||||||||||
Basis for Availability of Funds Debt Covenant One [Member] | Amended Credit Facility [Member] | Maximum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 2.50% | |||||||||||
Basis for Availability of Funds Debt Covenant Two [Member] | Amended Credit Facility [Member] | Minimum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 3.00% | |||||||||||
Basis for Availability of Funds Debt Covenant Two [Member] | Amended Credit Facility [Member] | Maximum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 3.50% | |||||||||||
Basis for Availability of Funds Debt Covenant Three [Member] | Amended Credit Facility [Member] | Minimum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 3.00% | |||||||||||
Basis for Availability of Funds Debt Covenant Three [Member] | Amended Credit Facility [Member] | Maximum [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin | 3.50% | |||||||||||
Restriction on Dividends [Member] | Amended Credit Facility [Member] | Revolving Credit Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Availability of revolving credit commitment under credit facility percent | 40.00% | |||||||||||
Aggregate amount of dividends and distributions | $ 5,000 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Less unamortized debt issuance costs | $ (1,570) | |
Total | 24,967 | $ 2,991 |
Less current maturities | (2,244) | (1,109) |
Long-term debt | 22,723 | 1,882 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 24,375 | |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 2,162 | $ 2,991 |
Long-Term Debt (Schedule Of Lea
Long-Term Debt (Schedule Of Leased Property Under Capital Leases) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Capital Leased Assets [Line Items] | |
Less: Disposal of Property and Equipment | $ (1,408) |
Less: Accumulated Depreciation | (1,029) |
Capital leased assets, net | 1,955 |
Leasehold Improvements [Member] | |
Capital Leased Assets [Line Items] | |
Capital leased assets | 2,928 |
Furniture and Equipment [Member] | |
Capital Leased Assets [Line Items] | |
Capital leased assets | 526 |
Computer Equipment [Member] | |
Capital Leased Assets [Line Items] | |
Capital leased assets | 635 |
Computer Software [Member] | |
Capital Leased Assets [Line Items] | |
Capital leased assets | $ 303 |
Long-Term Debt (Schedule Of Fut
Long-Term Debt (Schedule Of Future Minimum Payments For Capital Leases) (Details) $ in Thousands | Sep. 30, 2016USD ($) | |
Long-Term Debt [Abstract] | ||
2,016 | $ 302 | |
2,017 | 1,213 | |
2,018 | 737 | |
2,019 | 30 | |
Total minimum lease payments | 2,282 | |
Less: amount representing estimated executory costs (such as taxes, maintenance and insurance), including profit thereon, included in total minimum lease payments | (51) | |
Net minimum lease payments | 2,231 | |
Less: amount representing interest | (69) | [1] |
Present value of net minimum lease payments | 2,162 | [2] |
Current obligations under capital leases | 1,200 | |
Noncurrent obligations under capital leases | $ 1,000 | |
[1] | Amount necessary to reduce net minimum lease payments to present value calculated at the Company's incremental borrowing rate at lease inception. | |
[2] | Included in the balance sheet as $1.2 million of the current portion of long-term debt and $1.0 million of the long-term debt, less current portion. |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Statutory Federal Tax Rate) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Federal income tax at statutory rate | 34.30% | 35.00% | 34.30% | 35.00% |
State and local taxes, net of federal benefit | 5.20% | 5.20% | 5.20% | 5.20% |
Jobs tax credits, net | (27.50%) | (9.70%) | (16.50%) | (7.60%) |
Nondeductible expenses | 2.60% | 0.50% | ||
Nondeductible meals and entertainment | 2.20% | 0.60% | ||
Other | (1.10%) | 0.40% | ||
Effective income tax rate | 14.60% | 29.90% | 25.20% | 33.60% |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions | Aug. 08, 2016 | Sep. 30, 2016 |
Commitments And Contingencies [Abstract] | ||
Payments received from the State of Illinois | $ 65.4 | |
Maximum term of employment agreements | 4 years |
Severance and Restructuring (Na
Severance and Restructuring (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)item | |
Total pretax expenses related to streamlining initiatives | $ | $ 8.3 |
Illinois [Member] | |
Number of adult day centers closed | item | 3 |
Severance and Restructuring (Co
Severance and Restructuring (Components of and Changes in Severance and Restructuring Accruals) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Provision | $ 2,554 |
Employee Termination Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance | |
Provision | 3,031 |
Utilization | (1,473) |
Balance | 1,558 |
Restructuring and Other [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance | |
Provision | 5,243 |
Utilization | (2,896) |
Balance | $ 2,347 |
Significant Payors (Narrative)
Significant Payors (Narrative) (Details) - Illinois Department On Aging [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Service Revenues, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 42.60% | 50.00% | 43.60% | 48.60% | |
Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 43.10% | 54.90% |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - item | Oct. 19, 2016 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||
Number of Board of Directors | 5 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of vacancies to fill for Board of Directors | 2 | |
Number of Board of Directors | 7 |