Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 08, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'USMD | ' |
Entity Registrant Name | 'USMD Holdings, Inc. | ' |
Entity Central Index Key | '0001507881 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 10,153,348 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $16,259 | [1] | $13,137 | [1] |
Restricted cash | ' | 5,000 | [1] | |
Accounts receivable, net of allowance for doubtful accounts of $1,293 and $1,758 at June 30, 2014 and December 31, 2013, respectively | 23,053 | [1] | 23,970 | [1] |
Inventories | 1,558 | [1] | 1,580 | [1] |
Deferred tax assets | 3,483 | [1] | 742 | [1] |
Prepaid expenses and other current assets | 3,283 | [1] | 3,177 | [1] |
Total current assets | 47,636 | [1] | 47,606 | [1] |
Property and equipment, net | 21,113 | [1] | 23,491 | [1] |
Investments in nonconsolidated affiliates | 59,244 | [1] | 61,822 | [1] |
Goodwill | 118,176 | [1] | 118,176 | [1] |
Intangible assets, net of accumulated amortization of $11,985 and $2,675 at June 30, 2014 and December 31, 2013, respectively | 17,728 | [1] | 27,033 | [1] |
Other assets | 385 | [1] | 324 | [1] |
Total assets | 264,282 | [1] | 278,452 | [1] |
Current liabilities: | ' | ' | ||
Accounts payable | 5,842 | [2] | 2,500 | [2] |
Accrued payroll | 10,425 | [2] | 12,599 | [2] |
Other accrued liabilities | 14,222 | [2] | 10,757 | [2] |
Other current liabilities | 842 | [2] | 1,059 | [2] |
Current portion of long-term debt | 6,571 | [2] | 7,473 | [2] |
Current portion of related party long-term debt | 665 | [2] | 650 | [2] |
Current portion of capital lease obligations | 384 | [2] | 369 | [2] |
Total current liabilities | 38,951 | [2] | 35,407 | [2] |
Other long-term liabilities | 1,564 | [2] | 1,485 | [2] |
Deferred compensation payable | 4,457 | [2] | 4,641 | [2] |
Long-term debt, less current portion | 27,630 | [2] | 33,939 | [2] |
Related party long-term debt, less current portion | 2,912 | [2] | 3,084 | [2] |
Capital lease obligations, less current portion | 487 | [2] | 683 | [2] |
Deferred tax liabilities | 20,581 | [2] | 23,688 | [2] |
Total liabilities | 96,582 | [2] | 102,927 | [2] |
Commitments and contingencies | ' | ' | ||
USMD Holdings, Inc. stockholders' equity: | ' | ' | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued | ' | ' | ||
Common stock, $0.01 par value, 49,000,000 shares authorized; 10,153,348 and 10,121,462 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 102 | 101 | ||
Additional paid-in capital | 159,614 | 158,360 | ||
Retained earnings | 4,314 | 13,650 | ||
Accumulated other comprehensive loss | -2 | -2 | ||
Total USMD Holdings, Inc. stockholders' equity | 164,028 | 172,109 | ||
Noncontrolling interests in subsidiaries | 3,672 | 3,416 | ||
Total equity | 167,700 | 175,525 | ||
Total liabilities and equity | $264,282 | $278,452 | ||
[1] | (1) Assets of consolidated variable interest entity ("VIE") included in total assets above (after elimination of intercompany transactions and balances): Cash and cash equivalents $ 6,470 $ 1,257 Accounts receivable 2,623 175 Deferred tax asset 2,718 671 Total current assets $ 11,811 $ 2,103 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||
[2] | (2) Liabilities of consolidated VIE included in total liabilities above (after elimination of intercompany transactions and balances): Other accrued liabilities $ 9,858 $ 2,108 Total current liabilities $ 9,858 $ 2,108 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, except Share data, unless otherwise specified | ||||
Allowance for doubtful accounts receivable | $1,293 | $1,758 | ||
Intangible assets, accumulated amortization | 11,985 | 2,675 | ||
Preferred stock, par value | $0.01 | $0.01 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, issued | ' | ' | ||
Common stock, par value | $0.01 | $0.01 | ||
Common stock, shares authorized | 49,000,000 | 49,000,000 | ||
Common stock, shares issued | 10,153,348 | 10,121,462 | ||
Common stock, shares outstanding | 10,153,348 | 10,121,462 | ||
Cash and cash equivalents | 16,259 | [1] | 13,137 | [1] |
Accounts receivable | 23,053 | [1] | 23,970 | [1] |
Total current assets | 47,636 | [1] | 47,606 | [1] |
Other accrued liabilities | 14,222 | [2] | 10,757 | [2] |
Total current liabilities | 38,951 | [2] | 35,407 | [2] |
Variable Interest Entity, Primary Beneficiary | ' | ' | ||
Cash and cash equivalents | 6,470 | 1,257 | ||
Accounts receivable | 2,623 | 175 | ||
Deferred tax asset | 2,718 | 671 | ||
Total current assets | 11,811 | 2,103 | ||
Other accrued liabilities | 9,858 | 2,108 | ||
Total current liabilities | $9,858 | $2,108 | ||
[1] | (1) Assets of consolidated variable interest entity ("VIE") included in total assets above (after elimination of intercompany transactions and balances): Cash and cash equivalents $ 6,470 $ 1,257 Accounts receivable 2,623 175 Deferred tax asset 2,718 671 Total current assets $ 11,811 $ 2,103 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||
[2] | (2) Liabilities of consolidated VIE included in total liabilities above (after elimination of intercompany transactions and balances): Other accrued liabilities $ 9,858 $ 2,108 Total current liabilities $ 9,858 $ 2,108 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Patient service revenue | $45,566 | $44,251 | $90,268 | $90,257 |
Provision for doubtful accounts related to patient service revenue | -767 | 107 | -1,263 | -748 |
Net patient service revenue | 44,799 | 44,358 | 89,005 | 89,509 |
Capitated revenue | 15,642 | 1,382 | 28,860 | 1,862 |
Management and other services revenue | 6,286 | 7,091 | 12,113 | 13,073 |
Lithotripsy revenue | 5,429 | 5,386 | 10,188 | 10,665 |
Net operating revenue | 72,156 | 58,217 | 140,166 | 115,109 |
Operating expenses: | ' | ' | ' | ' |
Salaries, wages and employee benefits | 41,142 | 39,017 | 80,828 | 76,476 |
Medical supplies and services expense | 18,282 | 6,194 | 36,022 | 11,474 |
Rent expense | 3,963 | 3,776 | 7,675 | 7,175 |
Provision for doubtful accounts | 63 | 49 | 48 | 13 |
Other operating expenses | 8,563 | 6,797 | 16,674 | 13,311 |
Depreciation and amortization | 10,299 | 1,939 | 12,176 | 3,882 |
Total operating expenses | 82,312 | 57,772 | 153,423 | 112,331 |
Income (loss) from operations | -10,156 | 445 | -13,257 | 2,778 |
Other income (expense): | ' | ' | ' | ' |
Interest expense, net | -721 | -342 | -1,393 | -657 |
Equity in income of nonconsolidated affiliates, net | 3,255 | 2,847 | 5,519 | 3,667 |
Other gain (loss), net | -217 | -116 | -215 | -58 |
Total other income, net | 2,317 | 2,389 | 3,911 | 2,952 |
Income (loss) before provision for income taxes | -7,839 | 2,834 | -9,346 | 5,730 |
Provision (benefit) for income taxes | -3,907 | 168 | -4,323 | 524 |
Net income (loss) | -3,932 | 2,666 | -5,023 | 5,206 |
Less: net income attributable to noncontrolling interests | -2,451 | -2,408 | -4,313 | -4,892 |
Net income (loss) attributable to USMD Holdings, Inc. | ($6,383) | $258 | ($9,336) | $314 |
Earnings (loss) per share attributable to USMD Holdings, Inc. | ' | ' | ' | ' |
Basic | ($0.63) | $0.03 | ($0.92) | $0.03 |
Diluted | ($0.63) | $0.03 | ($0.92) | $0.03 |
Weighted average common shares outstanding | ' | ' | ' | ' |
Basic | 10,149 | 10,081 | 10,138 | 10,062 |
Diluted | 10,149 | 10,087 | 10,138 | 10,062 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net income (loss) | ($3,932) | $2,666 | ($5,023) | $5,206 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Foreign currency translation adjustments, net of tax | ' | 4 | ' | 12 |
Total other comprehensive income | ' | 4 | ' | 12 |
Comprehensive income (loss) | -3,932 | 2,670 | -5,023 | 5,218 |
Less: comprehensive income attributable to noncontrolling interests | -2,451 | -2,408 | -4,313 | -4,892 |
Comprehensive income (loss) attributable to USMD Holdings, Inc. common stockholders | ($6,383) | $262 | ($9,336) | $326 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total USMD Holdings Inc. | Noncontrolling Interests in Subsidiaries |
In Thousands, except Share data | |||||||
Beginning balance at Dec. 31, 2013 | $175,525 | $101 | $158,360 | ($2) | $13,650 | $172,109 | $3,416 |
Beginning balance (in shares) at Dec. 31, 2013 | ' | 10,121,462 | ' | ' | ' | ' | ' |
Net income (loss) | -5,023 | ' | ' | ' | -9,336 | -9,336 | 4,313 |
Share-based payment expense - stock options | 769 | ' | 769 | ' | ' | 769 | ' |
Share-based payment expense - common stock (in shares) | ' | 5,000 | ' | ' | ' | ' | ' |
Share-based payment expense - common stock | 75 | 1 | 74 | ' | ' | 75 | ' |
Common stock issued in business combinations (in shares) | ' | 12,385 | ' | ' | ' | ' | ' |
Common stock issued in business combinations | 167 | ' | 167 | ' | ' | 167 | ' |
Common stock issued for payment of accrued liabilities (in shares) | ' | 14,958 | ' | ' | ' | ' | ' |
Common stock issued for payment of accrued liabilities | 244 | ' | 244 | ' | ' | 244 | ' |
Capital contributions from noncontrolling shareholders | 119 | ' | ' | ' | ' | ' | 119 |
Distributions to noncontrolling shareholders | -4,176 | ' | ' | ' | ' | ' | -4,176 |
Ending balance at Jun. 30, 2014 | $167,700 | $102 | $159,614 | ($2) | $4,314 | $164,028 | $3,672 |
Ending balance (in shares) at Jun. 30, 2014 | ' | 10,153,348 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' | |
Net income (loss) | ($5,023) | $5,206 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | |
Provision for doubtful accounts | 1,311 | 761 | |
Depreciation and amortization of property and equipment | 2,866 | 2,987 | |
Amortization of intangible assets and debt issuance costs | 9,400 | 991 | |
Accretion of debt discount | 234 | ' | |
Loss on sale or disposal of assets, net | 215 | 62 | |
Equity in income of nonconsolidated affiliates, net | -5,519 | -3,667 | |
Distributions from nonconsolidated affiliates | 8,097 | 3,375 | |
Share-based payment expense | 1,115 | 184 | |
Deferred income tax benefit | -5,848 | -31 | |
Change in operating assets and liabilities, net of effects of business combinations: | ' | ' | |
Accounts receivable | -394 | -3,019 | |
Inventories | 60 | -203 | |
Prepaid expenses and other assets | -106 | -82 | |
Current liabilities | 4,389 | 3,694 | |
Other noncurrent liabilities | -105 | -404 | |
Net cash provided by operating activities | 10,692 | 9,854 | |
Cash flows from investing activities: | ' | ' | |
Cash paid for business combinations, net of cash acquired | -80 | ' | |
Capital expenditures | -576 | -1,519 | |
Investments in nonconsolidated affiliates | ' | -200 | |
Proceeds from sale of property and equipment | 77 | 101 | |
Net cash used in investing activities | -579 | -1,618 | |
Cash flows from financing activities: | ' | ' | |
Payments on long-term debt and capital lease obligations | -7,626 | -2,521 | |
Principal payments on related party long-term debt | -157 | -291 | |
Payment of debt issuance costs | -151 | -63 | |
Restricted cash | 5,000 | ' | |
Borrowings on revolving credit facility | ' | 3,000 | |
Proceeds from exercise of stock options | ' | 100 | |
Capital contributions from noncontrolling interests | 119 | 562 | |
Distributions to noncontrolling interests | -4,176 | -5,504 | |
Net cash used in financing activities | -6,991 | -4,717 | |
Net increase in cash and cash equivalents | 3,122 | 3,519 | |
Cash and cash equivalents at beginning of year | 13,137 | [1] | 6,878 |
Cash and cash equivalents at end of period | 16,259 | [1] | 10,397 |
Supplemental non-cash investing and financing information: | ' | ' | |
Fair value of assets acquired in business combinations, excluding cash | 247 | ' | |
Other liabilities financed | ' | 461 | |
Cash paid for- | ' | ' | |
Interest, net of related parties | 939 | 499 | |
Interest to related parties | 83 | 189 | |
Income tax | 1,720 | 1,116 | |
Cash received for - Income tax refund | ' | 802 | |
Payment for Liabilities | ' | ' | |
Supplemental non-cash investing and financing information: | ' | ' | |
Fair value of common stock issued | 244 | 647 | |
Payment for Business Combination | ' | ' | |
Supplemental non-cash investing and financing information: | ' | ' | |
Fair value of common stock issued | $167 | ' | |
[1] | (1) Assets of consolidated variable interest entity ("VIE") included in total assets above (after elimination of intercompany transactions and balances): Cash and cash equivalents $ 6,470 $ 1,257 Accounts receivable 2,623 175 Deferred tax asset 2,718 671 Total current assets $ 11,811 $ 2,103 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Description_of_Business_Basis_
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements | ' |
Note 1 – Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements | |
Description of Business: | |
USMD Holdings, Inc. (“USMD” or the “Company”) is a Delaware corporation formed on May 7, 2010 to facilitate the business combination of USMD Inc., a Texas corporation, Urology Associates of North Texas, L.L.P., a Texas limited liability partnership, and UANT Ventures, L.L.P., a Texas limited liability partnership (“Ventures”) (such transaction, the “Contribution”). USMD described this transaction in its registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”). Prior to the consummation of the Contribution, Ventures and USMD entered into a merger agreement with The Medical Clinic of North Texas, P.A., a Texas professional association (“MCNT”) and a merger agreement with Impel Management Services, L.L.C., a Texas limited liability company (“Impel”), pursuant to which the businesses of MCNT and Impel were merged into subsidiaries of Ventures immediately prior to the Contribution, and these businesses were contributed by Ventures to USMD as part of the Contribution. USMD described these transactions in a post-effective amendment to its registration statement filed with the SEC on February 10, 2012, which was declared effective on April 30, 2012. Effective August 31, 2012, USMD and the other parties consummated the Contribution. | |
The Company is an innovative early-stage physician-led integrated health system. Through its subsidiaries and affiliates, the Company provides healthcare services to patients in physician clinics, hospitals and other healthcare facilities, and the Company also provides management and operational services to hospitals and other healthcare service providers. An integrated health system is considered early-stage when it has not yet established all the components necessary to be considered a fully integrated health system. | |
A wholly owned subsidiary of the Company is the sole member of a Texas certified non-profit health organization that owns and operates a multi-specialty physician group practice (“USMD Physician Services”) in the Dallas-Fort Worth, Texas metropolitan area. Through other wholly owned subsidiaries, the Company provides management and operational services to two short-stay hospitals in the Dallas-Fort Worth, Texas metropolitan area and provides management and/or operational services to four cancer treatment centers in three states and 22 lithotripsy service providers primarily located in the South-Central United States. Of these managed entities, the Company has limited ownership interests in the two hospitals, two cancer treatment centers and 18 lithotripsy service providers. The Company consolidates the 18 lithotripsy service providers into its financial statements. In addition, the Company wholly owns and operates two clinical laboratories, one anatomical pathology laboratory, one cancer treatment center and one lithotripsy service provider in the Dallas-Fort Worth, Texas metropolitan area. | |
Basis of Presentation: | |
The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the SEC for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information in this report not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of the Company’s management, are necessary for fair presentation of the condensed consolidated financial statements. The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 15, 2014. | |
The condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates entities in which it or its wholly owned subsidiary is the general partner or managing member and the limited partners or members, respectively, do not have sufficient rights to overcome the presumption of the Company’s control. The Company eliminates all significant intercompany accounts and transactions in consolidation. | |
The Company uses the equity method to account for investments in entities it or its wholly owned subsidiaries do not control, but over which it or its wholly owned subsidiaries have the ability to exercise significant influence. The Company does not consolidate equity method investments, but rather measures them at their initial cost and subsequently adjusts their carrying values through income for the Company’s respective share of earnings or losses during the period. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU-2014-09”). ASU 2014-09 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The provisions of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the update recognized at the date of the initial application along with additional disclosures. ASU 2014-09 is effective for the Company beginning January 1, 2017. Early adoption is not permitted. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). Among other provisions and in addition to expanded disclosures, ASU 2014-08 changes the definition of what components of an entity qualify for discontinued operations treatment and reporting from a reportable segment, operating segment, reporting unit, subsidiary or asset group to only those components of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, ASU 2014-08 requires disclosure about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, including the pretax profit or loss, attributable to the component of an entity for the period in which it is disposed or is classified as held for sale. This disclosure is required for all of the same periods that are presented in the entity’s results of operations for the period. The provisions of ASU 2014-08 are effective prospectively for all disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted. | |
The Company may, from time-to-time, identify business units that do not meet the Company’s ongoing or future business strategy. In accordance with ASU 2014-08, in the event that an individually significant business unit is identified for disposal but does not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, the results of the identified business unit would continue to be reported as a component of the Company’s consolidated results. However, in this event and in accordance with ASU 2014-08, additional disclosures would be required. | |
Segment Reporting | |
GAAP defines operating segments as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance and allocates resources at the integrated health system level. Accordingly, the Company has one operating segment for segment reporting purposes. |
Variable_Interest_Entity
Variable Interest Entity | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Variable Interest Entity | ' | ||||||||
Note 2 – Variable Interest Entity | |||||||||
In April 2013, the Company became an equal co-member of a Texas non-profit corporation that has been approved by the Texas Medical Board as a certified non-profit health organization (“WNI-DFW”). WNI-DFW has a contractual arrangement to manage patient care by providing or arranging for the provision of all the necessary healthcare services for a health plan’s given Medicare Advantage patient population in the North Texas area served by WNI-DFW. Pursuant to the arrangement, WNI-DFW receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which an entity receives from the third party payer a fixed payment per member per month for a defined patient population, and the entity is then responsible for arranging and/or providing all of the healthcare services required by that patient population. The entity accomplishes this by managing patient care and by contracting with healthcare providers to provide needed healthcare services for the patient population. In such a model, the contracting entity is then responsible for incurring or paying for the cost of healthcare services required by that patient population. The entity generates a net surplus if the cost of all healthcare services provided to the patient population is less than the payments received from the third party payer, and it generates a net deficit if the cost of such services is higher than the payments received. In early May 2013, the Company and its equal co-member both made a $100,000 capital contribution to WNI-DFW. On June 1, 2013, WNI-DFW commenced operations. | |||||||||
The Company evaluated whether it has a variable interest in WNI-DFW, whether WNI-DFW is a VIE and whether the Company has a controlling financial interest in WNI-DFW. The Company concluded that it has variable interests in WNI-DFW on the basis of its capital contribution to WNI-DFW and because WNI-DFW has entered into a Primary Care Physician Agreement (“PCP Agreement”) with USMD Physician Services. WNI-DFW’s equity at risk, as defined by GAAP, is considered to be insufficient to finance its activities without additional support, and, therefore, WNI-DFW is considered a VIE. | |||||||||
In order to determine whether the Company has a controlling financial interest in the VIE and, thus, is the VIE’s primary beneficiary, the Company considered whether it has i) the power to direct the activities of WNI-DFW that most significantly impact its economic performance and ii) the obligation to absorb losses of WNI-DFW that could potentially be significant to it or the right to receive benefits from WNI-DFW that could potentially be significant to it. The Company concluded that the members, the board of directors and the executive management team of WNI-DFW are structured in a way that neither member nor its designee has the individual power to direct the activities of WNI-DFW that most significantly impact its economic performance. Management considered whether the various service and support agreements between WNI-DFW and its members (or their affiliates) provide either variable interest party with this power and concluded that the PCP Agreement between USMD Physician Services and WNI-DFW does provide the power to USMD Physician Services to direct such activities. Under the PCP Agreement, USMD Physician Services is responsible for providing many services related to the growth of the patient population WNI-DFW will manage, the management of that population’s healthcare needs, and the provision of required healthcare services to those patients. The Company has concluded that the success or failure of USMD Physician Services in conducting these activities will most significantly impact the economic performance of WNI-DFW. In addition, the Company’s variable interests in WNI-DFW obligate the Company to absorb deficits and provide it with the right to receive benefits that could potentially be significant to WNI-DFW. As a result of this analysis, the Company concluded that it is the primary beneficiary of WNI-DFW and therefore consolidates the balance sheets, results of operations and cash flows of WNI-DFW. The Company performs a qualitative assessment of WNI-DFW on an ongoing basis to determine if it continues to be the primary beneficiary. | |||||||||
The following table summarizes the carrying amount of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 6,470 | $ | 1,257 | |||||
Accounts receivable | 2,623 | 175 | |||||||
Deferred tax asset | 2,718 | 671 | |||||||
Total current assets | $ | 11,811 | $ | 2,103 | |||||
Current liabilities: | |||||||||
Other accrued liabilities | $ | 9,858 | $ | 2,108 | |||||
Total current liabilities | $ | 9,858 | $ | 2,108 | |||||
The assets of WNI-DFW can only be used to settle obligations of WNI-DFW. The creditors of WNI-DFW have no recourse to the general credit of the Company. The Company is contractually obligated to fund net deficits of WNI-DFW. In January 2014, as a result of a deficit at WNI-DFW, the Company advanced WNI-DFW $0.7 million. | |||||||||
The results of operations and cash flows of WNI-DFW are included in the Company’s consolidated financial statements beginning June 1, 2013. | |||||||||
For the three and six months ended June 30, 2014, WNI-DFW contributed capitated revenue of $15.6 million and $28.9 million, respectively, and income before provision for income taxes of $2.6 million and $3.4 million (after elimination of intercompany transactions), respectively. For both the three and six months ended June 30, 2013, WNI-DFW contributed capitated revenue of $0.9 million and income before provision for income taxes of $39,000 (after elimination of intercompany transactions), respectively. | |||||||||
Estimated Medical Claims Liability | |||||||||
In connection with the operations of WNI-DFW, the Company makes estimates related to incurred but not reported medical claims (“IBNR”) of WNI-DFW. The patient population to which WNI-DFW provides health services has limited medical claims activity from which claims-based actuarial judgments can be made. In addition, the full population is relatively small for precise actuarial determinations. Therefore, in addition to calculating IBNR using an actuarial estimate based on historical medical claims activity, management includes an adjustment factor based on broader patient populations deemed to be similar in risk profile to the WNI-DFW managed patient population. If actual results are not consistent with the Company’s estimate, the Company may be exposed to variances in medical supplies and services expense that may be material. At June 30, 2014 and 2013, the Company has recorded IBNR payable of $7.8 million and $0.8 million, which is included in other accrued liabilities. |
Business_Combinations
Business Combinations | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations | ' | ||||
Note 3 – Business Combinations | |||||
In February and March 2014, the Company acquired three small physician practices and the physicians became employees of the Company. As consideration for the acquired practices, the Company paid $80,000 in cash and issued to the former owners of the acquired practices 12,385 shares of the Company’s common stock with an estimated fair value of $167,000. | |||||
The following table summarizes the estimated fair values of assets acquired at the business combination date. No liabilities were assumed in the transactions. | |||||
Medical supplies | $ | 22,118 | |||
Inventory | 15,904 | ||||
Property and equipment | 203,700 | ||||
Identifiable intangible assets - noncompete agreements | 5,535 | ||||
Assets acquired | $ | 247,257 | |||
The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. The Company recorded noncompete agreement intangible assets totaling $5,535 with a weighted-average amortization period of 10.2 years. |
Investments_in_Nonconsolidated
Investments in Nonconsolidated Affiliates | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Investments in Nonconsolidated Affiliates | ' | ||||||||||||||||
Note 4 – Investments in Nonconsolidated Affiliates | |||||||||||||||||
The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands): | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Ownership | Carrying | Ownership | ||||||||||||||
Value | Percentage | Value | Percentage | ||||||||||||||
USMD Hospital at Arlington, L.P. | $ | 48,773 | 46.4 | % | $ | 50,055 | 46.4 | % | |||||||||
USMD Hospital at Fort Worth, L.P. | 9,721 | 30.88 | % | 11,246 | 30.88 | % | |||||||||||
Other | 750 | 4%-34 | % | 521 | 4%-34 | % | |||||||||||
$ | 59,244 | $ | 61,822 | ||||||||||||||
At June 30, 2014, USMD Hospital at Arlington, L.P. (“USMD Arlington”) and USMD Hospital at Fort Worth, L.P. (“USMD Fort Worth”) were significant equity investees, as that term is defined by SEC Regulation S-X Rule 8-03(b)(3). Financial information for USMD Arlington and USMD Forth Worth is as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
USMD Arlington: | |||||||||||||||||
Revenue | $ | 23,491 | $ | 24,383 | $ | 43,552 | $ | 44,149 | |||||||||
Income from operations | $ | 5,907 | $ | 7,050 | $ | 9,797 | $ | 10,242 | |||||||||
Income from continuing operations | $ | 5,113 | $ | 7,700 | $ | 8,316 | $ | 10,112 | |||||||||
Net income | $ | 5,113 | $ | 7,700 | $ | 8,316 | $ | 10,112 | |||||||||
USMD Fort Worth: | |||||||||||||||||
Revenue | $ | 10,150 | $ | 9,633 | $ | 18,544 | $ | 17,583 | |||||||||
Income from operations | $ | 2,472 | $ | 2,392 | $ | 4,385 | $ | 3,464 | |||||||||
Income from continuing operations | $ | 2,285 | $ | 2,200 | $ | 4,010 | $ | 3,022 | |||||||||
Net income | $ | 2,285 | $ | 2,200 | $ | 4,010 | $ | 3,022 |
Patient_Service_Revenue
Patient Service Revenue | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||
Patient Service Revenue | ' | ||||||||||||||||||||||||||||||||
Note 5 – Patient Service Revenue | |||||||||||||||||||||||||||||||||
The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): | |||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
Amount | Ratio of | Amount | Ratio of | Amount | Ratio of | Amount | Ratio of | ||||||||||||||||||||||||||
Net | Net | Net | Net | ||||||||||||||||||||||||||||||
Patient | Patient | Patient | Patient | ||||||||||||||||||||||||||||||
Service | Service | Service | Service | ||||||||||||||||||||||||||||||
Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||||||||
Medicare | $ | 14,051 | 31.4 | % | $ | 12,931 | 29.2 | % | $ | 26,668 | 30 | % | $ | 25,612 | 28.6 | % | |||||||||||||||||
Medicaid | 371 | 0.8 | 384 | 0.9 | 734 | 0.8 | 771 | 0.9 | |||||||||||||||||||||||||
Managed care and commercial payers | 30,374 | 67.8 | 29,884 | 67.4 | 61,089 | 68.6 | 61,735 | 69 | |||||||||||||||||||||||||
Self-pay | 770 | 1.7 | 1,052 | 2.4 | 1,777 | 2 | 2,139 | 2.4 | |||||||||||||||||||||||||
Patient service revenue before provision for doubtful accounts | 45,566 | 101.7 | 44,251 | 99.8 | 90,268 | 101.4 | 90,257 | 100.8 | |||||||||||||||||||||||||
Patient service revenue provision for doubtful accounts | (767 | ) | (1.7 | ) | 107 | 0.2 | (1,263 | ) | (1.4 | ) | (748 | ) | (0.8 | ) | |||||||||||||||||||
Net patient service revenue | $ | 44,799 | 100 | % | $ | 44,358 | 100 | % | $ | 89,005 | 100 | % | $ | 89,509 | 100 | % | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||||||||||||||||||
The allowance for doubtful accounts is based on management’s assessment of the collectibility of patient and customer accounts. The Company regularly reviews this allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a patient’s or customer’s ability to pay. Uncollectible accounts are written off once collection efforts are exhausted. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): | |||||||||||||||||||||||||||||||||
Balance at | Provision for | Provision | Write-offs | Balance at | |||||||||||||||||||||||||||||
December 31, | Doubtful | for | June 30, | ||||||||||||||||||||||||||||||
2013 | Accounts | Doubtful | 2014 | ||||||||||||||||||||||||||||||
Related to | Accounts | ||||||||||||||||||||||||||||||||
Patient | |||||||||||||||||||||||||||||||||
Service | |||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||
$ | 1,758 | 1,263 | 48 | (1,776 | ) | $ | 1,293 |
Intangible_Assets_Trade_Names
Intangible Assets - Trade Names | 6 Months Ended |
Jun. 30, 2014 | |
Intangible Assets - Trade Names | ' |
Note 6 – Intangible Assets – Trade Names | |
In May 2014, the Company introduced a unified brand – USMD Health System – that will reinforce its physician-led integrated health system message. Over time, the Company will replace the historical brands of acquired companies with the USMD Health System brand. Prior to introduction of the new brand, the Company had on its balance sheet indefinite- and finite-lived intangible assets representing the trade names of acquired companies with carrying values of $10.7 million and $0.3 million, respectively. | |
As result of the branding initiative, management concluded that the indefinite-lived trade names were now finite-lived assets. In connection with this change, the Company performed, with the assistance of independent valuation experts, an impairment test of the carrying value of the trade names to determine whether any impairment existed. The Company concluded that the estimated fair value of the trade names was less than the associated carrying value and that an impairment write-down was required. As a result of this determination, the Company recorded an impairment loss of $8.4 million, which is included in “depreciation and amortization” on the Company’s consolidated statements of operations for the three and six months ended June 30, 2014. The estimated fair values of the trade names were calculated using an income approach – relief from royalty method, which assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trade name asset (see Note 9). The new $2.6 million carrying value of the trade names will be amortized on a straight line basis over the five year estimated useful life of the trade names. The actual useful life of the trade names will vary dependent upon certain factors including the availability of funding to execute the branding initiative. |
Other_Accrued_Liabilities
Other Accrued Liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Other Accrued Liabilities | ' | ||||||||
Note 7 – Other Accrued Liabilities | |||||||||
Other accrued liabilities consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payables | $ | 4,343 | $ | 5,285 | |||||
Accrued bonus | 636 | 1,860 | |||||||
Other accrued liabilities | 1,027 | 1,299 | |||||||
IBNR payable | 7,767 | 1,918 | |||||||
Income taxes payable | 449 | 395 | |||||||
$ | 14,222 | $ | 10,757 | ||||||
LongTerm_Debt_and_Capital_Leas
Long-Term Debt and Capital Lease Obligations | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Long-Term Debt and Capital Lease Obligations | ' | ||||||||
Note 8 – Long-Term Debt and Capital Lease Obligations | |||||||||
Long-term debt and capital lease obligations consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Holdings: | |||||||||
Credit Agreement: | |||||||||
Term debt | $ | 8,563 | $ | 15,687 | |||||
Revolving credit facility | 3,000 | 3,000 | |||||||
Convertible subordinated notes, net of unamortized discount of $3,269 and $3,503 at June 30, 2014 and December 31, 2013, respectively | 21,073 | 20,839 | |||||||
Subordinated related party notes payable | 3,577 | 3,734 | |||||||
Other note payable | 85 | 120 | |||||||
36,298 | 43,380 | ||||||||
Consolidated lithotripsy entities: | |||||||||
Notes payable | 1,480 | 1,766 | |||||||
Capital lease obligations | 871 | 1,052 | |||||||
2,351 | 2,818 | ||||||||
Total long-term debt and capital lease obligations | 38,649 | 46,198 | |||||||
Less: current portion | (7,620 | ) | (8,492 | ) | |||||
Long-term debt and capital lease obligations, less current portion | $ | 31,029 | $ | 37,706 | |||||
Credit Agreement | |||||||||
On August 31, 2012, in connection with the Contribution, USMD and its wholly owned subsidiaries entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and additional lenders (as amended, the “Credit Agreement”). On February 25, 2014, the Company entered into Amendment No. 3 to the Credit Agreement, which, among other things, extended the maturity date of the revolving credit facility from February 28, 2014 to June 30, 2015. In addition, the amendment reduced the minimum fixed charge coverage ratio requirement and established a senior leverage ratio covenant. | |||||||||
In March 2014, the Company determined that it had not been in compliance with its fixed charge coverage ratio or senior leverage ratio covenants. Effective April 14, 2014, the Company entered into Waiver and Amendment No. 4 to the Credit Agreement (“Amendment No. 4”). Amendment No. 4 permanently waives the existing covenant violations, modified the fixed charge coverage ratio and senior leverage ratio covenants and established a minimum adjusted EBITDA financial covenant. In addition, the amendment reduced the revolving credit facility commitment amount from $10,000,000 to $3,000,000 and accelerated the maturity date of one of the term loans (the “Tranche C Term Loan”) to April 21, 2014. Amendment No. 4 also prohibits scheduled payments of principal and interest on the Company’s subordinated related party notes payable through September 30, 2014. | |||||||||
As amended, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio greater than or equal to 0.35:1.00 for the period of four consecutive fiscal quarters ended March 31, 2014 and 1.25:1.00 for any period of four consecutive fiscal quarters beginning June 30, 2014 through August 31, 2017. In addition, as amended, the Company is required to maintain a senior leverage ratio less than or equal to 3.10:1.00 for the period of four consecutive fiscal quarters ended March 31, 2014, 1.25:1.00 for the period of four consecutive fiscal quarters ended June 30, 2014 and 1.00:1.00 for any period of four consecutive fiscal quarters beginning September 30, 2014 through August 31, 2017. Finally, the Company must maintain a minimum Adjusted EBITDA (as defined in the Credit Agreement) of $0.8 million for any calendar month beginning with the month ended April 30, 2014. As of June 30, 2014, the Company was in compliance with its Credit Agreement covenant requirements. | |||||||||
Pursuant to the Credit Agreement, the Company was required to maintain a compensating balance of $5.0 million as collateral for its borrowings under the Credit Agreement. This amount was historically recorded as restricted cash on the Company’s consolidated balance sheets. The Credit Agreement provided that the balance be held in an account at JPMorgan Chase Bank, N.A. Amendment No. 4 modified the payment terms of the $5.0 million Tranche C Term Loan to allow the lender to utilize the $5.0 million compensating balance to pay off the Tranche C Term Loan on or before its April 21, 2014 maturity date. On April 18, 2014, the Tranche C Term Loan was paid in full with the compensating balance funds. | |||||||||
At June 30, 2014, no amounts were available to borrow under the Company’s revolving credit facility. | |||||||||
Long-Term Debt Maturities | |||||||||
Maturities of the Company’s long-term debt (as amended) are as follows as of June 30, 2014 (in thousands): | |||||||||
July through December, 2014 | $ | 2,346 | |||||||
2015 | 6,737 | ||||||||
2016 | 3,693 | ||||||||
2017 | 2,926 | ||||||||
2018 | 949 | ||||||||
Thereafter | 24,396 | ||||||||
Total | $ | 41,047 | |||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Note 9 – Fair Value of Financial Instruments | |||||||||||||||||
Financial Instruments Measured at Fair Value on a Nonrecurring Basis | |||||||||||||||||
The Company measures certain financial and nonfinancial assets, including property and equipment, goodwill, intangible assets other than goodwill and investments in nonconsolidated affiliates, at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. | |||||||||||||||||
In connection with the Company’s new branding initiative announced in May 2014, certain acquired trade names with a carrying value of $11.0 million were written down to their estimated fair value of $2.6 million, resulting in an impairment loss of $8.4 million (Level 3 fair value measurement). Fair value was estimated using an income approach – relief from royalty method, which assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trade name asset. The cash flow model the Company used to estimate the fair value of the trade names involves several assumptions, most significantly, projected revenue growth rates, a pre-tax royalty rate of 1.0% declining to 0.1% over the estimated five year life of the asset and a discount rate of 17%. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
Financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings and long-term debt. The carrying value of financial instruments with a short-term or variable-rate nature approximate fair value and are not presented in the table below. The carrying value and estimated fair value of the Company’s financial instruments that do not approximate fair value are set forth in the table below (in thousands): | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Value | Value | ||||||||||||||||
Convertible subordinated notes | $ | 21,073 | $ | 20,628 | $ | 20,839 | $ | 25,985 | |||||||||
Subordinated related party notes payable | $ | 3,577 | $ | 3,346 | $ | 3,734 | $ | 3,481 | |||||||||
Consolidated lithotripsy entity notes payable | $ | 1,480 | $ | 1,469 | $ | 1,766 | $ | 1,767 | |||||||||
Other note payable | $ | 85 | $ | 88 | $ | 120 | $ | 124 | |||||||||
The Company estimates the fair value of the convertible subordinated notes as the sum of the independently estimated fair values of the debt host instrument and embedded conversion option (Level 3 fair value measurement). The Company calculates the present value of future principal and interest payments of the debt host using borrowing rates currently available to it for similar subordinated debt or debt for which the Company could use to retire the existing debt. The fair value of the embedded conversion option is valued using a Black-Scholes option pricing model. Quoted market prices are not available for the convertible subordinated notes. | |||||||||||||||||
The Company estimates the fair value of its subordinated related party notes payable using discounted cash flows based primarily on borrowing rates currently available to it for similar debt or debt for which the Company could use the proceeds to retire existing debt (Level 3 fair value measurement). The Company’s consolidated lithotripsy entities enter into term notes for equipment; borrowing rates are based on individual entity creditworthiness. The Company estimates current borrowing rates for the lithotripsy entity notes payable by adjusting the discount factor of the obligations at the balance sheet date by the variance in borrowing rates between the inception dates and balance sheet date (Level 2 fair value measurement). If the creditworthiness of an individual lithotripsy entity has significantly changed from the debt inception date, management estimates the applicable borrowing rate based on the current facts and circumstances. Quoted market prices are not available for the Company’s notes payable. |
ShareBased_Payment
Share-Based Payment | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Share-Based Payment | ' | ||||||||||||||||
Note 10 – Share-Based Payment | |||||||||||||||||
Pursuant to the USMD Holdings, Inc. 2010 Equity Compensation Plan (the “Plan”), the Company may grant equity awards to employees, nonemployee directors and nonemployee service providers in the form of stock options, restricted stock and stock appreciation rights. Effective, June 6, 2014, at the annual meeting of stockholders, the stockholders approved an amendment to the Plan that increased the aggregate number of shares that may be issued under the Plan from 1.0 million to 2.5 million. Stock options may be granted with a contractual life of up to ten years. At June 30, 2014, the Company had approximately 1.7 million shares available for grant under the Plan. | |||||||||||||||||
The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. As a recently formed public entity with a small public float and limited trading of its common shares on the NASDAQ stock market, it was not practicable for the Company to estimate the volatility of its common shares; therefore, management estimated volatility based on the historical volatilities of a small group of companies considered as close to comparable to the Company as available and an industry index, all equally weighted, over the expected life of the option. Management concluded that this group is more characteristic of the Company’s business than a broad industry index. The expected life of awards granted represents the period of time that the awards are expected to be outstanding based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on its historical award exercise experience. The Company does not expect to pay dividends on its common stock. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest. Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: | |||||||||||||||||
Six Months Ended | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Risk-free interest rate | 1.94% | ||||||||||||||||
Expected volatility of common stock | 45.00% | ||||||||||||||||
Expected life of options | 5.9 years | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
The Black-Scholes option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company’s options do not have the characteristics of exchange traded options and, therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of stock options. A summary of stock option activity for the six months ended June 30, 2014 is as follows: | |||||||||||||||||
Options | Number of | Weighted- | Weighted- | Aggregate | |||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding as of December 31, 2013 | 583,697 | $ | 25.39 | ||||||||||||||
Granted | 150,000 | 17.25 | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||
Forfeited | (543 | ) | 20.23 | ||||||||||||||
Outstanding as of June 30, 2014 | 733,154 | $ | 23.73 | 6.53 | $ | — | |||||||||||
Vested and expected to vest at June 30, 2014 | 346,722 | $ | 24.05 | 5.88 | $ | — | |||||||||||
Exercisable at June 30, 2014 | 277,279 | $ | 23.97 | 5.66 | $ | — | |||||||||||
The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2014 was $6.80 per option. The fair value of stock options vested and associated share-based payment expense recognized for the six months ended June 30, 2014 was $769,000 and is included in salaries, wages and employee benefits. At June 30, 2014, the total unrecognized compensation cost related to nonvested share-based payment awards was $3.1 million, which is expected to be recognized over a remaining weighted-average period of 3.3 years. | |||||||||||||||||
Payments in Common Stock | |||||||||||||||||
For services rendered as members of the Company’s Board of Directors, the Company has elected to compensate directors in common stock of the Company. Grant dates occur on the last day of each month and shares granted are fully vested and non-forfeitable. Shares are generally issued in arrears in three month blocks. Pursuant to the Plan, during the six months ended June 30, 2014, the Company granted to members of its Board of Directors an aggregate 24,121 shares of its common stock with a grant date fair value of $320,000, which is included in other operating expenses on the Company’s statement of operations. On March 5, 2014, the Company issued 2,983 of those shares, with grant date fair value of $53,000. | |||||||||||||||||
Pursuant to the Plan, on March 5 and 6, 2014, the Company issued an aggregate 14,958 shares of its common stock with a grant date fair value of $244,000 to a member of senior management and members of the Company’s Board of Directors in payment of certain compensation accrued at December 31, 2013. | |||||||||||||||||
A consultant to the Company has agreed to be partially compensated in common stock for services rendered. Grant dates occur on the last day of each month and shares granted are fully vested and non-forfeitable. Pursuant to the Plan, during the six months ended June 30, 2014, the Company granted to the consultant 1,938 shares of common stock with a grant date fair value of $26,000. At various dates through June 30, 2014, the Company issued to the consultant 1,560 of those shares with a grant date fair value of $21,000. | |||||||||||||||||
The common shares described as issued above have not been registered under the Securities Act of 1933, as amended, and may not be transferred without an effective registration statement or pursuant to an appropriate exemption from such act. | |||||||||||||||||
Approval of Salary Deferral Plan | |||||||||||||||||
On May 5, 2014, USMD’s Board of Directors approved and established the Salary Deferral Plan (“Deferral Plan”). On July 18, 2014, the holder of a majority of USMD’s outstanding voting stock approved the Deferral Plan by written consent in lieu of a special meeting. The Company mailed an information statement on Schedule 14C to shareholders on or about July 22, 2014 informing the shareholders of the creation of the Deferral Plan. The Deferral Plan went into effect on August 11, 2014, 20 days after the information statement was mailed as required by law. The Deferral Plan permits the Company to defer the payment of a predetermined portion of a participant’s base salary each calendar quarter. The plan administrator will decide after the end of each quarter whether deferred amounts will be paid in the form of cash, shares of common stock or a combination of both. Any shares of common stock issued under the Deferral Plan will be issued from the 2.5 million shares of common stock authorized for issuance under the Plan, as amended. | |||||||||||||||||
Registration of Common Shares | |||||||||||||||||
On July 14, 2014, USMD filed a registration statement on Form S-8 to register with the SEC approximately 1.7 million shares of USMD common stock available to be issued under the Plan. The registration statement became effective upon filing. |
Earnings_per_Share
Earnings per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings per Share | ' | ||||||||||||||||
Note 11 – Earnings per Share | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the Company’s stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Securities that are potentially dilutive to common shares include outstanding stock options and the convertible subordinated notes. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be antidilutive. | |||||||||||||||||
Dilutive potential common shares related to stock options are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of stock options are used to purchase common shares at the average market price during the period. Proceeds from the exercise of stock options include the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible. The number of shares remaining represents the potentially dilutive effect of the securities. Stock options are only dilutive to the extent that the average market price of common stock during the period exceeds the exercise price of the options. | |||||||||||||||||
Dilutive common shares related to the convertible subordinated notes are calculated in accordance with the if-converted method. Under the if-converted method, if dilutive, net income (loss) attributable to the Company’s stockholders is adjusted to add back the amount of after-tax interest charges recognized in the period, including any deemed interest from a beneficial conversion feature, and the convertible subordinated notes are assumed to have been converted with the resulting common shares added to weighted average shares outstanding. These securities are only dilutive to the extent that the after-tax interest charges per common share exceed basic earnings per share. | |||||||||||||||||
The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share and the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator : | |||||||||||||||||
Net earnings (loss) attributable to USMD Holdings, Inc. - basic | $ | (6,383 | ) | $ | 258 | $ | (9,336 | ) | $ | 314 | |||||||
Effect of potentially dilutive securities: | |||||||||||||||||
Interest on convertible subordinated notes, net of tax | — | — | — | — | |||||||||||||
Net earnings (loss) attributable to USMD Holdings, Inc. - diluted | $ | (6,383 | ) | $ | 258 | $ | (9,336 | ) | $ | 314 | |||||||
Denominator : | |||||||||||||||||
Weighted-average common shares outstanding | 10,149 | 10,081 | 10,138 | 10,062 | |||||||||||||
Effect of potentially dilutive securities: | |||||||||||||||||
Stock options | — | 6 | — | — | |||||||||||||
Convertible subordinated notes | — | — | — | — | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 10,149 | 10,087 | 10,138 | 10,062 | |||||||||||||
Earnings (loss) per share attributable to USMD Holdings, Inc.: | |||||||||||||||||
Basic | $ | (0.63 | ) | $ | 0.03 | $ | (0.92 | ) | $ | 0.03 | |||||||
Diluted | $ | (0.63 | ) | $ | 0.03 | $ | (0.92 | ) | $ | 0.03 | |||||||
The following table presents the potential shares excluded from the diluted earnings (loss) per share calculation because the effect of including theses potential shares would be antidilutive (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 803 | 455 | 803 | 471 | |||||||||||||
Convertible subordinated notes | 1,042 | — | 1,042 | — | |||||||||||||
1,845 | 455 | 1,845 | 471 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies | ' | ||||
Note 12 – Commitments and Contingencies | |||||
Financial Guarantees | |||||
As of June 30, 2014, the Company had issued guarantees to third parties of the indebtedness and other obligations of certain of its nonconsolidated investees. Should the investees fail to pay the obligations due, the Company could be required to make payments totaling an aggregate of $20.0 million. The guarantees provide for recourse against the investee; however, if the Company were required to perform under the guarantees, recovery of any amount from investees would be unlikely. The remaining terms of these guarantees range from 7 to 68 months. The Company records a liability for performance under financial guarantees when, upon review of available financial information of the nonconsolidated affiliate and in consideration of pertinent factors, management determines that it is probable it will have to perform under the guarantee and the liability is reasonably estimable. The Company has not recorded a liability for these guarantees, as it believes it is not probable that it will have to perform under these agreements. | |||||
Litigation | |||||
The Company is from time to time subject to litigation and related claims and arbitration matters arising in the ordinary course of business, including claims relating to contracts and financial obligations, partnership or joint venture entity disputes and, with respect to USMD Physician Services, claims arising from the provision of professional medical services to patients. In some cases, plaintiffs may seek damages, including punitive damages that may not be covered by insurance. In other cases, claims may not be covered by insurance at all. The Company maintains professional and general liability insurance through commercial insurance carriers for claims and in amounts that the Company believes to be sufficient for its operations, although, potentially, some claims may exceed the scope and amount of coverage in effect. The Company expenses as incurred legal costs associated with litigation or other loss contingencies. | |||||
The Company accrues for a contingent loss when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These determinations are updated at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that probable losses could exceed amounts already accrued, if any, and the additional loss or range of loss is estimable, management discloses the additional loss or range of loss. For matters where the Company has evaluated that a loss is not probable, but is reasonably possible, the Company will disclose an estimate of the possible loss or range of loss or make a statement that such an estimate cannot be made. | |||||
Certain subsidiaries of the Company in the ordinary course of business are party to various medical negligence lawsuits and wrongful termination lawsuits. In addition, subsidiaries of the Company have received notices of potential claims. For lawsuits and claims where the Company can reasonably estimate a range of loss, the Company estimates a reasonably possible range of loss of $-0- to $0.8 million. In the remaining lawsuits and the potential claims, the parties are in the early stages of discovery and/or the plaintiffs have not made specific demands for damages. Due to these circumstances, the Company is unable to estimate a reasonably possible range of loss related to these lawsuits and claims. The Company is insured against the claims described above and believes based on the facts known to date that any damage award related to such claims would be recoverable from its insurer. | |||||
The Company is subject to various additional claims and legal proceedings that have arisen in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. | |||||
Gain Contingency | |||||
On October 26, 2012, a subsidiary of the Company entered into a Mediation Settlement Agreement with an entity to which the subsidiary had provided management services under a long term contract. The entity agreed to pay the Company the sum of $650,000 to settle certain claims between the Company and the entity arising from the entity’s early termination of the contract. The Mediation Settlement Agreement required the entity to pay the Company $100,000 in November 2012 and to make fifty-five monthly payments of $10,000 on the first day of each month beginning December 2012. The Company concluded that collection of the settlement amount was not reasonably assured and recorded the gain as amounts were collected. Effective April 11, 2014, the Company and the entity entered into a Lump Sum Settlement Agreement, whereby, for one lump sum payment of $342,500 received and recorded by the Company on April 18, 2014, all outstanding liabilities due under the Mediation Settlement Agreement are deemed to be fully paid and satisfied. | |||||
Operating Lease Commitments | |||||
Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): | |||||
July through December, 2014 | $ | 6,475 | |||
2015 | 12,214 | ||||
2016 | 10,056 | ||||
2017 | 8,165 | ||||
2018 | 7,184 | ||||
2019 | 6,419 | ||||
Thereafter | 28,416 | ||||
Total | $ | 78,929 | |||
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Related Party Transactions | ' | ||||||||||||||||
Note 13 – Related Party Transactions | |||||||||||||||||
The Company provides management, clinical and support services to various nonconsolidated affiliates in which it has limited partnership or ownership interests. Management and other services revenue and accounts receivable from these entities are as follows: | |||||||||||||||||
Management and Other Services Revenue | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 2,659 | $ | 2,617 | $ | 5,166 | $ | 5,028 | |||||||||
USMD Fort Worth | 1,084 | 1,115 | 2,140 | 2,130 | |||||||||||||
Other equity method investees | 450 | 300 | 991 | 532 | |||||||||||||
$ | 4,193 | $ | 4,032 | $ | 8,297 | $ | 7,690 | ||||||||||
Accounts Receivable | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 352 | $ | 388 | |||||||||||||
USMD Fort Worth | 322 | 446 | |||||||||||||||
Other equity method investees | 117 | 203 | |||||||||||||||
$ | 791 | $ | 1,037 | ||||||||||||||
One consolidated lithotripsy entity provides lithotripsy services to USMD Arlington and USMD Fort Worth. For the three months ended June 30, 2014 and 2013, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $0.6 million and $0.5 million, respectively. For the six months ended June 30, 2014 and 2013, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $1.1 million for both periods. | |||||||||||||||||
The Company leases space from USMD Arlington for certain of its physicians and its Arlington-based cancer treatment center. For the three months ended June 30, 2014 and 2013, the Company recognized rent expense related to USMD Arlington totaling $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2014 and 2013, the Company recognized rent expense related to USMD Arlington totaling $0.5 million for both periods. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Note 14 – Subsequent Events | |
On August 12, 2014, the Company issued to members of its Board of Directors 26,617 shares of its common stock with an aggregate grant date fair value of $319,000 in payment of board compensation earned through July 31, 2014. |
Description_of_Business_Basis_1
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Description of Business | ' |
Description of Business: | |
USMD Holdings, Inc. (“USMD” or the “Company”) is a Delaware corporation formed on May 7, 2010 to facilitate the business combination of USMD Inc., a Texas corporation, Urology Associates of North Texas, L.L.P., a Texas limited liability partnership, and UANT Ventures, L.L.P., a Texas limited liability partnership (“Ventures”) (such transaction, the “Contribution”). USMD described this transaction in its registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”). Prior to the consummation of the Contribution, Ventures and USMD entered into a merger agreement with The Medical Clinic of North Texas, P.A., a Texas professional association (“MCNT”) and a merger agreement with Impel Management Services, L.L.C., a Texas limited liability company (“Impel”), pursuant to which the businesses of MCNT and Impel were merged into subsidiaries of Ventures immediately prior to the Contribution, and these businesses were contributed by Ventures to USMD as part of the Contribution. USMD described these transactions in a post-effective amendment to its registration statement filed with the SEC on February 10, 2012, which was declared effective on April 30, 2012. Effective August 31, 2012, USMD and the other parties consummated the Contribution. | |
The Company is an innovative early-stage physician-led integrated health system. Through its subsidiaries and affiliates, the Company provides healthcare services to patients in physician clinics, hospitals and other healthcare facilities, and the Company also provides management and operational services to hospitals and other healthcare service providers. An integrated health system is considered early-stage when it has not yet established all the components necessary to be considered a fully integrated health system. | |
A wholly owned subsidiary of the Company is the sole member of a Texas certified non-profit health organization that owns and operates a multi-specialty physician group practice (“USMD Physician Services”) in the Dallas-Fort Worth, Texas metropolitan area. Through other wholly owned subsidiaries, the Company provides management and operational services to two short-stay hospitals in the Dallas-Fort Worth, Texas metropolitan area and provides management and/or operational services to four cancer treatment centers in three states and 22 lithotripsy service providers primarily located in the South-Central United States. Of these managed entities, the Company has limited ownership interests in the two hospitals, two cancer treatment centers and 18 lithotripsy service providers. The Company consolidates the 18 lithotripsy service providers into its financial statements. In addition, the Company wholly owns and operates two clinical laboratories, one anatomical pathology laboratory, one cancer treatment center and one lithotripsy service provider in the Dallas-Fort Worth, Texas metropolitan area. | |
Basis of Presentation | ' |
Basis of Presentation: | |
The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the SEC for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information in this report not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of the Company’s management, are necessary for fair presentation of the condensed consolidated financial statements. The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 15, 2014. | |
The condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates entities in which it or its wholly owned subsidiary is the general partner or managing member and the limited partners or members, respectively, do not have sufficient rights to overcome the presumption of the Company’s control. The Company eliminates all significant intercompany accounts and transactions in consolidation. | |
The Company uses the equity method to account for investments in entities it or its wholly owned subsidiaries do not control, but over which it or its wholly owned subsidiaries have the ability to exercise significant influence. The Company does not consolidate equity method investments, but rather measures them at their initial cost and subsequently adjusts their carrying values through income for the Company’s respective share of earnings or losses during the period. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU-2014-09”). ASU 2014-09 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The provisions of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the update recognized at the date of the initial application along with additional disclosures. ASU 2014-09 is effective for the Company beginning January 1, 2017. Early adoption is not permitted. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). Among other provisions and in addition to expanded disclosures, ASU 2014-08 changes the definition of what components of an entity qualify for discontinued operations treatment and reporting from a reportable segment, operating segment, reporting unit, subsidiary or asset group to only those components of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, ASU 2014-08 requires disclosure about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, including the pretax profit or loss, attributable to the component of an entity for the period in which it is disposed or is classified as held for sale. This disclosure is required for all of the same periods that are presented in the entity’s results of operations for the period. The provisions of ASU 2014-08 are effective prospectively for all disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted. | |
The Company may, from time-to-time, identify business units that do not meet the Company’s ongoing or future business strategy. In accordance with ASU 2014-08, in the event that an individually significant business unit is identified for disposal but does not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, the results of the identified business unit would continue to be reported as a component of the Company’s consolidated results. However, in this event and in accordance with ASU 2014-08, additional disclosures would be required. | |
Segment Reporting | ' |
Segment Reporting | |
GAAP defines operating segments as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance and allocates resources at the integrated health system level. Accordingly, the Company has one operating segment for segment reporting purposes. |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Carrying Amount of Assets and Liabilities of WNI-DFW | ' | ||||||||
The following table summarizes the carrying amount of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 6,470 | $ | 1,257 | |||||
Accounts receivable | 2,623 | 175 | |||||||
Deferred tax asset | 2,718 | 671 | |||||||
Total current assets | $ | 11,811 | $ | 2,103 | |||||
Current liabilities: | |||||||||
Other accrued liabilities | $ | 9,858 | $ | 2,108 | |||||
Total current liabilities | $ | 9,858 | $ | 2,108 | |||||
Business_Combinations_Tables
Business Combinations (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Estimated Fair Values of Assets Acquired at Business Combination Date | ' | ||||
The following table summarizes the estimated fair values of assets acquired at the business combination date. No liabilities were assumed in the transactions. | |||||
Medical supplies | $ | 22,118 | |||
Inventory | 15,904 | ||||
Property and equipment | 203,700 | ||||
Identifiable intangible assets - noncompete agreements | 5,535 | ||||
Assets acquired | $ | 247,257 | |||
Investments_in_Nonconsolidated1
Investments in Nonconsolidated Affiliates (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Financial Information of Nonconsolidated Affiliates Accounted for Under Equity Method | ' | ||||||||||||||||
The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands): | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Ownership | Carrying | Ownership | ||||||||||||||
Value | Percentage | Value | Percentage | ||||||||||||||
USMD Hospital at Arlington, L.P. | $ | 48,773 | 46.4 | % | $ | 50,055 | 46.4 | % | |||||||||
USMD Hospital at Fort Worth, L.P. | 9,721 | 30.88 | % | 11,246 | 30.88 | % | |||||||||||
Other | 750 | 4%-34 | % | 521 | 4%-34 | % | |||||||||||
$ | 59,244 | $ | 61,822 | ||||||||||||||
USMD Arlington and USMD Fort Worth | ' | ||||||||||||||||
Financial Information of Nonconsolidated Affiliates Accounted for Under Equity Method | ' | ||||||||||||||||
Financial information for USMD Arlington and USMD Forth Worth is as follows (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
USMD Arlington: | |||||||||||||||||
Revenue | $ | 23,491 | $ | 24,383 | $ | 43,552 | $ | 44,149 | |||||||||
Income from operations | $ | 5,907 | $ | 7,050 | $ | 9,797 | $ | 10,242 | |||||||||
Income from continuing operations | $ | 5,113 | $ | 7,700 | $ | 8,316 | $ | 10,112 | |||||||||
Net income | $ | 5,113 | $ | 7,700 | $ | 8,316 | $ | 10,112 | |||||||||
USMD Fort Worth: | |||||||||||||||||
Revenue | $ | 10,150 | $ | 9,633 | $ | 18,544 | $ | 17,583 | |||||||||
Income from operations | $ | 2,472 | $ | 2,392 | $ | 4,385 | $ | 3,464 | |||||||||
Income from continuing operations | $ | 2,285 | $ | 2,200 | $ | 4,010 | $ | 3,022 | |||||||||
Net income | $ | 2,285 | $ | 2,200 | $ | 4,010 | $ | 3,022 |
Patient_Service_Revenue_Tables
Patient Service Revenue (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||
Patient Service Revenue | ' | ||||||||||||||||||||||||||||||||
The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): | |||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
Amount | Ratio of | Amount | Ratio of | Amount | Ratio of | Amount | Ratio of | ||||||||||||||||||||||||||
Net | Net | Net | Net | ||||||||||||||||||||||||||||||
Patient | Patient | Patient | Patient | ||||||||||||||||||||||||||||||
Service | Service | Service | Service | ||||||||||||||||||||||||||||||
Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||||||||
Medicare | $ | 14,051 | 31.4 | % | $ | 12,931 | 29.2 | % | $ | 26,668 | 30 | % | $ | 25,612 | 28.6 | % | |||||||||||||||||
Medicaid | 371 | 0.8 | 384 | 0.9 | 734 | 0.8 | 771 | 0.9 | |||||||||||||||||||||||||
Managed care and commercial payers | 30,374 | 67.8 | 29,884 | 67.4 | 61,089 | 68.6 | 61,735 | 69 | |||||||||||||||||||||||||
Self-pay | 770 | 1.7 | 1,052 | 2.4 | 1,777 | 2 | 2,139 | 2.4 | |||||||||||||||||||||||||
Patient service revenue before provision for doubtful accounts | 45,566 | 101.7 | 44,251 | 99.8 | 90,268 | 101.4 | 90,257 | 100.8 | |||||||||||||||||||||||||
Patient service revenue provision for doubtful accounts | (767 | ) | (1.7 | ) | 107 | 0.2 | (1,263 | ) | (1.4 | ) | (748 | ) | (0.8 | ) | |||||||||||||||||||
Net patient service revenue | $ | 44,799 | 100 | % | $ | 44,358 | 100 | % | $ | 89,005 | 100 | % | $ | 89,509 | 100 | % | |||||||||||||||||
Summary of Accounts Receivable Allowance | ' | ||||||||||||||||||||||||||||||||
A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): | |||||||||||||||||||||||||||||||||
Balance at | Provision for | Provision | Write-offs | Balance at | |||||||||||||||||||||||||||||
December 31, | Doubtful | for | June 30, | ||||||||||||||||||||||||||||||
2013 | Accounts | Doubtful | 2014 | ||||||||||||||||||||||||||||||
Related to | Accounts | ||||||||||||||||||||||||||||||||
Patient | |||||||||||||||||||||||||||||||||
Service | |||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||
$ | 1,758 | 1,263 | 48 | (1,776 | ) | $ | 1,293 |
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Summary of Other Accrued Liabilities | ' | ||||||||
Other accrued liabilities consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payables | $ | 4,343 | $ | 5,285 | |||||
Accrued bonus | 636 | 1,860 | |||||||
Other accrued liabilities | 1,027 | 1,299 | |||||||
IBNR payable | 7,767 | 1,918 | |||||||
Income taxes payable | 449 | 395 | |||||||
$ | 14,222 | $ | 10,757 | ||||||
LongTerm_Debt_and_Capital_Leas1
Long-Term Debt and Capital Lease Obligations (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||
Long-term debt and capital lease obligations consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Holdings: | |||||||||
Credit Agreement: | |||||||||
Term debt | $ | 8,563 | $ | 15,687 | |||||
Revolving credit facility | 3,000 | 3,000 | |||||||
Convertible subordinated notes, net of unamortized discount of $3,269 and $3,503 at June 30, 2014 and December 31, 2013, respectively | 21,073 | 20,839 | |||||||
Subordinated related party notes payable | 3,577 | 3,734 | |||||||
Other note payable | 85 | 120 | |||||||
36,298 | 43,380 | ||||||||
Consolidated lithotripsy entities: | |||||||||
Notes payable | 1,480 | 1,766 | |||||||
Capital lease obligations | 871 | 1,052 | |||||||
2,351 | 2,818 | ||||||||
Total long-term debt and capital lease obligations | 38,649 | 46,198 | |||||||
Less: current portion | (7,620 | ) | (8,492 | ) | |||||
Long-term debt and capital lease obligations, less current portion | $ | 31,029 | $ | 37,706 | |||||
Maturities of Long-Term Debt | ' | ||||||||
Maturities of the Company’s long-term debt (as amended) are as follows as of June 30, 2014 (in thousands): | |||||||||
July through December, 2014 | $ | 2,346 | |||||||
2015 | 6,737 | ||||||||
2016 | 3,693 | ||||||||
2017 | 2,926 | ||||||||
2018 | 949 | ||||||||
Thereafter | 24,396 | ||||||||
Total | $ | 41,047 | |||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Carrying Value and Estimated Fair Value of Financial Instruments | ' | ||||||||||||||||
nature approximate fair value and are not presented in the table below. The carrying value and estimated fair value of the Company’s financial instruments that do not approximate fair value are set forth in the table below (in thousands): | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Value | Value | ||||||||||||||||
Convertible subordinated notes | $ | 21,073 | $ | 20,628 | $ | 20,839 | $ | 25,985 | |||||||||
Subordinated related party notes payable | $ | 3,577 | $ | 3,346 | $ | 3,734 | $ | 3,481 | |||||||||
Consolidated lithotripsy entity notes payable | $ | 1,480 | $ | 1,469 | $ | 1,766 | $ | 1,767 | |||||||||
Other note payable | $ | 85 | $ | 88 | $ | 120 | $ | 124 |
ShareBased_Payment_Tables
Share-Based Payment (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Weighted Average Assumptions Used in Black-Scholes Model for Stock Options | ' | ||||||||||||||||
Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: | |||||||||||||||||
Six Months Ended | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Risk-free interest rate | 1.94% | ||||||||||||||||
Expected volatility of common stock | 45.00% | ||||||||||||||||
Expected life of options | 5.9 years | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
A summary of stock option activity for the six months ended June 30, 2014 is as follows: | |||||||||||||||||
Options | Number of | Weighted- | Weighted- | Aggregate | |||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Outstanding as of December 31, 2013 | 583,697 | $ | 25.39 | ||||||||||||||
Granted | 150,000 | 17.25 | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||
Forfeited | (543 | ) | 20.23 | ||||||||||||||
Outstanding as of June 30, 2014 | 733,154 | $ | 23.73 | 6.53 | $ | — | |||||||||||
Vested and expected to vest at June 30, 2014 | 346,722 | $ | 24.05 | 5.88 | $ | — | |||||||||||
Exercisable at June 30, 2014 | 277,279 | $ | 23.97 | 5.66 | $ | — |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings (Loss) Per Share and Computation of Basic and Diluted Earnings (Loss) Per Share | ' | ||||||||||||||||
The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share and the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator : | |||||||||||||||||
Net earnings (loss) attributable to USMD Holdings, Inc. - basic | $ | (6,383 | ) | $ | 258 | $ | (9,336 | ) | $ | 314 | |||||||
Effect of potentially dilutive securities: | |||||||||||||||||
Interest on convertible subordinated notes, net of tax | — | — | — | — | |||||||||||||
Net earnings (loss) attributable to USMD Holdings, Inc. - diluted | $ | (6,383 | ) | $ | 258 | $ | (9,336 | ) | $ | 314 | |||||||
Denominator : | |||||||||||||||||
Weighted-average common shares outstanding | 10,149 | 10,081 | 10,138 | 10,062 | |||||||||||||
Effect of potentially dilutive securities: | |||||||||||||||||
Stock options | — | 6 | — | — | |||||||||||||
Convertible subordinated notes | — | — | — | — | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 10,149 | 10,087 | 10,138 | 10,062 | |||||||||||||
Earnings (loss) per share attributable to USMD Holdings, Inc.: | |||||||||||||||||
Basic | $ | (0.63 | ) | $ | 0.03 | $ | (0.92 | ) | $ | 0.03 | |||||||
Diluted | $ | (0.63 | ) | $ | 0.03 | $ | (0.92 | ) | $ | 0.03 | |||||||
Potential Shares Excluded from Diluted Earnings (loss) per share Calculation | ' | ||||||||||||||||
The following table presents the potential shares excluded from the diluted earnings (loss) per share calculation because the effect of including theses potential shares would be antidilutive (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 803 | 455 | 803 | 471 | |||||||||||||
Convertible subordinated notes | 1,042 | — | 1,042 | — | |||||||||||||
1,845 | 455 | 1,845 | 471 | ||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Schedule of Future Minimum Lease Commitments under Operating Leases | ' | ||||
Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): | |||||
July through December, 2014 | $ | 6,475 | |||
2015 | 12,214 | ||||
2016 | 10,056 | ||||
2017 | 8,165 | ||||
2018 | 7,184 | ||||
2019 | 6,419 | ||||
Thereafter | 28,416 | ||||
Total | $ | 78,929 | |||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Management and Other Services Revenue and Accounts Receivable | ' | ||||||||||||||||
Management and other services revenue and accounts receivable from these entities are as follows: | |||||||||||||||||
Management and Other Services Revenue | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 2,659 | $ | 2,617 | $ | 5,166 | $ | 5,028 | |||||||||
USMD Fort Worth | 1,084 | 1,115 | 2,140 | 2,130 | |||||||||||||
Other equity method investees | 450 | 300 | 991 | 532 | |||||||||||||
$ | 4,193 | $ | 4,032 | $ | 8,297 | $ | 7,690 | ||||||||||
Accounts Receivable | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 352 | $ | 388 | |||||||||||||
USMD Fort Worth | 322 | 446 | |||||||||||||||
Other equity method investees | 117 | 203 | |||||||||||||||
$ | 791 | $ | 1,037 | ||||||||||||||
Description_of_Business_Basis_2
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
TreatmentCenter | |
Hospital | |
Lab | |
Description Of Company And Significant Accounting Policies [Line Items] | ' |
Providing Management and operational services to care hospitals | 2 |
Number of cancer treatment center | 4 |
Number of lithotripsy service providers | 22 |
Numbers of managed hospitals in which the Company has ownership interests. | 2 |
Number of cancer treatment centers in which Company has ownership interests | 2 |
Number of managed lithotripsy service centers in which Company has ownership interests | 18 |
Number of wholly owned and operated Clinical Labs | 2 |
Numbers of wholly owned and operated anatomical pathology laboratories | 1 |
Number of wholly owned and operated cancer treatment centers | 1 |
Number of wholly owned and operated lithotripsy service centers | 1 |
Number of segments | 1 |
Variable_Interest_Entity_Addit
Variable Interest Entity - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jan. 31, 2014 | 31-May-13 | |
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' |
Net capitated revenue | $15,642,000 | $1,382,000 | $28,860,000 | $1,862,000 | ' | ' |
Income before provision for income taxes | -7,839,000 | 2,834,000 | -9,346,000 | 5,730,000 | ' | ' |
Accrued medical claims IBNR | 7,800,000 | 800,000 | 7,800,000 | 800,000 | ' | ' |
Variable Interest Entity, Primary Beneficiary | ' | ' | ' | ' | ' | ' |
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' |
Investment in WNI DFW | ' | ' | ' | ' | 700,000 | 100,000 |
Net capitated revenue | 15,600,000 | 900,000 | 28,900,000 | 900,000 | ' | ' |
Income before provision for income taxes | $2,600,000 | $39,000 | $3,400,000 | $39,000 | ' | ' |
Carrying_Amount_of_Assets_and_
Carrying Amount of Assets and Liabilities of WNI-DFW (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||||
Current assets: | ' | ' | ' | ' | ||
Cash and cash equivalents | $16,259 | [1] | $13,137 | [1] | $10,397 | $6,878 |
Accounts receivable | 23,053 | [1] | 23,970 | [1] | ' | ' |
Total current assets | 47,636 | [1] | 47,606 | [1] | ' | ' |
Current liabilities: | ' | ' | ' | ' | ||
Other accrued liabilities | 14,222 | [2] | 10,757 | [2] | ' | ' |
Total current liabilities | 38,951 | [2] | 35,407 | [2] | ' | ' |
Variable Interest Entity, Primary Beneficiary | ' | ' | ' | ' | ||
Current assets: | ' | ' | ' | ' | ||
Cash and cash equivalents | 6,470 | 1,257 | ' | ' | ||
Accounts receivable | 2,623 | 175 | ' | ' | ||
Deferred tax asset | 2,718 | 671 | ' | ' | ||
Total current assets | 11,811 | 2,103 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Other accrued liabilities | 9,858 | 2,108 | ' | ' | ||
Total current liabilities | $9,858 | $2,108 | ' | ' | ||
[1] | (1) Assets of consolidated variable interest entity ("VIE") included in total assets above (after elimination of intercompany transactions and balances): Cash and cash equivalents $ 6,470 $ 1,257 Accounts receivable 2,623 175 Deferred tax asset 2,718 671 Total current assets $ 11,811 $ 2,103 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||||
[2] | (2) Liabilities of consolidated VIE included in total liabilities above (after elimination of intercompany transactions and balances): Other accrued liabilities $ 9,858 $ 2,108 Total current liabilities $ 9,858 $ 2,108 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (Physician Practice, USD $) | 2 Months Ended | 6 Months Ended |
Mar. 31, 2014 | Jun. 30, 2014 | |
Entity | ||
Physician Practice | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Number of businesses acquired | 3 | ' |
Cash paid or payable as consideration in the business combination | $80,000 | ' |
Number of equity instruments paid as consideration in the business combination | 12,385 | ' |
Business combination consideration, payable in common stock | 167,000 | ' |
Total noncompete agreement intangible assets | ' | $5,535 |
Weighted-average amortization period of acquired intangible assets | ' | '10 years 2 months 12 days |
Estimated_Fair_Values_of_Asset
Estimated Fair Values of Assets Acquired at Business Combination Date (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Business Acquisition [Line Items] | ' |
Medical supplies | $22,118 |
Inventory | 15,904 |
Property and equipment | 203,700 |
Identifiable intangible assets - noncompete agreements | 5,535 |
Assets acquired | $247,257 |
Net_Carrying_Values_and_Owners
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity method investments | $59,244 | [1] | $61,822 | [1] |
USMD Hospital at Arlington, L.P. | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity method investments | 48,773 | 50,055 | ||
Percentage of wholly-owned subsidiary | 46.40% | 46.40% | ||
USMD Hospital at Fort Worth, L.P. | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity method investments | 9,721 | 11,246 | ||
Percentage of wholly-owned subsidiary | 30.88% | 30.88% | ||
Other | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity method investments | $750 | $521 | ||
Other | Minimum | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Percentage of wholly-owned subsidiary | 4.00% | 4.00% | ||
Other | Maximum | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Percentage of wholly-owned subsidiary | 34.00% | 34.00% | ||
[1] | (1) Assets of consolidated variable interest entity ("VIE") included in total assets above (after elimination of intercompany transactions and balances): Cash and cash equivalents $ 6,470 $ 1,257 Accounts receivable 2,623 175 Deferred tax asset 2,718 671 Total current assets $ 11,811 $ 2,103 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Summarized_Financial_Informati
Summarized Financial Information for Individually Significant Equity Method Investees (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
USMD Hospital at Arlington, L.P. | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Revenue | $23,491 | $24,383 | $43,552 | $44,149 |
Income from operations | 5,907 | 7,050 | 9,797 | 10,242 |
Income from continuing operations | 5,113 | 7,700 | 8,316 | 10,112 |
Net income | 5,113 | 7,700 | 8,316 | 10,112 |
USMD Hospital at Fort Worth, L.P. | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Revenue | 10,150 | 9,633 | 18,544 | 17,583 |
Income from operations | 2,472 | 2,392 | 4,385 | 3,464 |
Income from continuing operations | 2,285 | 2,200 | 4,010 | 3,022 |
Net income | $2,285 | $2,200 | $4,010 | $3,022 |
Patient_Service_Revenue_Detail
Patient Service Revenue (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ' | ' | ' | ' |
Health care organization patient service revenue one | $45,566 | $44,251 | $90,268 | $90,257 |
Patient service revenue provision for doubtful accounts, Amount | -767 | 107 | -1,263 | -748 |
Net patient service revenue, Amount | 44,799 | 44,358 | 89,005 | 89,509 |
Health care organization patient service revenue percentage for consolidation | 101.70% | 99.80% | 101.40% | 100.80% |
Patient service revenue provision for doubtful accounts, percentage | -1.70% | 0.20% | -1.40% | -0.80% |
Net patient service revenue, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Medicare | ' | ' | ' | ' |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ' | ' | ' | ' |
Health care organization patient service revenue one | 14,051 | 12,931 | 26,668 | 25,612 |
Health care organization patient service revenue percentage for consolidation | 31.40% | 29.20% | 30.00% | 28.60% |
Medicaid | ' | ' | ' | ' |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ' | ' | ' | ' |
Health care organization patient service revenue one | 371 | 384 | 734 | 771 |
Health care organization patient service revenue percentage for consolidation | 0.80% | 0.90% | 0.80% | 0.90% |
Managed care and commercial payers | ' | ' | ' | ' |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ' | ' | ' | ' |
Health care organization patient service revenue one | 30,374 | 29,884 | 61,089 | 61,735 |
Health care organization patient service revenue percentage for consolidation | 67.80% | 67.40% | 68.60% | 69.00% |
Self-pay | ' | ' | ' | ' |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ' | ' | ' | ' |
Health care organization patient service revenue one | $770 | $1,052 | $1,777 | $2,139 |
Health care organization patient service revenue percentage for consolidation | 1.70% | 2.40% | 2.00% | 2.40% |
Summary_of_Accounts_Receivable
Summary of Accounts Receivable Allowance (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Allowance for Doubtful Accounts [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | $1,758 | ' |
Provision for Doubtful Accounts Related to Patient Service Revenue | 767 | -107 | 1,263 | 748 |
Provision for Doubtful Accounts | 63 | 49 | 48 | 13 |
Write-offs, net of Recoveries | ' | ' | -1,776 | ' |
Ending balance | $1,293 | ' | $1,293 | ' |
Intangible_Assets_Trade_Names_
Intangible Assets Trade Names - Additional Information (Detail) (USD $) | 15-May-14 | Jun. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | Trade names | Trade names | |
Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Indefinite lived intangible asset, trade name | $10.70 | ' | ' |
Finite lived intangible asset, trade name | 0.3 | ' | ' |
Impairment loss | ' | 8.4 | 8.4 |
Carrying value of trade names | ' | $2.60 | $2.60 |
Estimated useful life of trade names | ' | ' | '5 years |
Summary_of_Other_Accrued_Liabi
Summary of Other Accrued Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Other Accrued Liabilities | ' | ' | ||
Accrued payables | $4,343 | $5,285 | ||
Accrued bonus | 636 | 1,860 | ||
Other accrued liabilities | 1,027 | 1,299 | ||
IBNR payable | 7,767 | 1,918 | ||
Income taxes payable | 449 | 395 | ||
Other accrued liabilities | $14,222 | [1] | $10,757 | [1] |
[1] | (2) Liabilities of consolidated VIE included in total liabilities above (after elimination of intercompany transactions and balances): Other accrued liabilities $ 9,858 $ 2,108 Total current liabilities $ 9,858 $ 2,108 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Long_Term_Debt_and_Capital_Lea
Long Term Debt and Capital Lease Obligations (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Long-term Debt Instruments | ' | ' |
Total long-term debt and capital lease obligations | $38,649 | $46,198 |
Less: current portion | -7,620 | -8,492 |
Long-term debt and capital lease obligations, less current portion | 31,029 | 37,706 |
Total long-term debt and capital lease obligations | 38,649 | 46,198 |
USMD Holdings | ' | ' |
Schedule of Long-term Debt Instruments | ' | ' |
Term debt | 8,563 | 15,687 |
Revolving credit facility | 3,000 | 3,000 |
Convertible subordinated notes | 21,073 | 20,839 |
Subordinated related party notes payable | 3,577 | 3,734 |
Other note payable | 85 | 120 |
Total long-term debt and capital lease obligations | 36,298 | 43,380 |
Total long-term debt and capital lease obligations | 36,298 | 43,380 |
Lithotripsy Entity | ' | ' |
Schedule of Long-term Debt Instruments | ' | ' |
Notes payable | 1,480 | 1,766 |
Capital lease obligations | 871 | 1,052 |
Total long-term debt and capital lease obligations | 2,351 | 2,818 |
Total long-term debt and capital lease obligations | $2,351 | $2,818 |
Long_Term_Debt_and_Capital_Lea1
Long Term Debt and Capital Lease Obligations (Parenthetical) (Detail) (USMD Holdings, USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
USMD Holdings | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible subordinated notes, unamortized discount | $3,269 | $3,503 |
LongTerm_Debt_and_Capital_Leas2
Long-Term Debt and Capital Lease Obligations - Additional Information (Detail) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loans | |
Before Amendment | After Amendment | Amendment No. 4 | Amendment No. 4 | Amendment No. 4 | Amendment No. 4 | Amendment No. 4 | Amendment No. 4 | ||
Quarter | Quarter | Minimum | Minimum | Scenario, Forecast | Tranche C | ||||
Quarter | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolver termination date | 30-Jun-15 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | $10,000,000 | $3,000,000 | ' | ' | ' | ' | ' | $5,000,000 |
Debt instrument restrictive covenants | 'Amendment No. 4 also prohibits scheduled payments of principal and interest on the Company's subordinated related party notes payable through September 30, 2014. | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument fixed charge coverage ratio | ' | ' | ' | ' | ' | 125.00% | 35.00% | ' | ' |
Number of quarters for debt instrument fixed charge coverage ratios | ' | ' | ' | 4 | 4 | ' | ' | ' | ' |
Fixed charge coverage ratio, Covenant end date | ' | ' | ' | 31-Aug-17 | ' | ' | ' | ' | ' |
Debt instrument senior leverage ratio | ' | ' | ' | 125.00% | 310.00% | ' | ' | 100.00% | ' |
Number of quarters for debt instrument senior leverage ratio | ' | ' | ' | 4 | 4 | ' | ' | 4 | ' |
Adjusted earnings before interest tax, depreciation and amortization | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' |
Credit agreement compensation balance | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 |
Term loan, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 21-Apr-14 |
Maturities_of_LongTerm_Debt_De
Maturities of Long-Term Debt (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
July through December, 2014 | $2,346 |
2015 | 6,737 |
2016 | 3,693 |
2017 | 2,926 |
2018 | 949 |
Thereafter | 24,396 |
Total | $41,047 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | 15-May-14 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Discount rate on trade name royalty | 17.00% | ' |
Trade names | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Estimated fair value of acquired trade names | $2.60 | ' |
Maximum | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Pre-tax royalty rate | 1.00% | ' |
Minimum | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Pre-tax royalty rate | 0.10% | ' |
Trade names | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Intangible asset, trade name | ' | 11 |
Impairment loss | $8.40 | ' |
Carrying_Value_and_Estimated_F
Carrying Value and Estimated Fair Value of Financial Instruments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Value | Convertible subordinated notes Payable | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | $21,073 | $20,839 |
Carrying Value | Subordinated Related Party Notes Payable | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 3,577 | 3,734 |
Carrying Value | Lithotripsy Entity | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 1,480 | 1,766 |
Carrying Value | Notes Payable, Other Payables | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 85 | 120 |
Fair Value | Convertible subordinated notes Payable | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 20,628 | 25,985 |
Fair Value | Subordinated Related Party Notes Payable | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 3,346 | 3,481 |
Fair Value | Lithotripsy Entity | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | 1,469 | 1,767 |
Fair Value | Notes Payable, Other Payables | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes payable | $88 | $124 |
ShareBased_Payment_Additional_
Share-Based Payment - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 06, 2014 | Jun. 30, 2014 | Jun. 06, 2014 | Jun. 06, 2014 | Mar. 06, 2014 | Mar. 05, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | USMD Holdings | ||
Stock Options | Stock Options | Minimum | Maximum | Senior Management | Board of Directors | Board of Directors | Consultant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock for issuance | ' | ' | ' | ' | 1,000,000 | 2,500,000 | ' | ' | ' | ' |
Stock options, contractual life | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Holdings reserved shares for grant | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option granted weighted average fair value | ' | ' | ' | $6.80 | ' | ' | ' | ' | ' | ' |
Salaries, wages and employee benefits | ' | ' | ' | $769,000 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to unvested share-based compensation awards | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based payment remaining weighted-average period | ' | '3 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares, granted | 150,000 | ' | ' | ' | ' | ' | ' | ' | 24,121 | ' |
Common stock fair value | ' | ' | ' | ' | ' | ' | 244,000 | 53,000 | 320,000 | ' |
Number of shares, issued | ' | ' | ' | ' | ' | ' | 14,958 | 2,983 | ' | ' |
Number of shares granted to consultant in payment of service rendered | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,938 |
Grant date fair value of shares granted to consultant in payment of service rendered | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000 |
Number of shares issued to consultant in payment of service rendered | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,560 |
Grant date fair value of shares issued to consultant in payment of service rendered | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21,000 |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used in Black-Scholes Model for Stock Options (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate | 1.94% |
Expected volatility of common stock | 45.00% |
Expected life of options | '5 years 10 months 24 days |
Dividend yield | 0.00% |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Opening balance of Number of Shares Outstanding | 583,697 |
Number of shares, granted | 150,000 |
Number of Shares, Exercised | ' |
Number of Shares, Forfeited | -543 |
Ending balance of Number of Shares Outstanding | 733,154 |
Ending balance of Number of Shares, Vested and expected to vest | 346,722 |
Ending balance of Number of Shares, Exercisable | 277,279 |
Opening balance of Weighted-Average Exercise Price Outstanding | $25.39 |
Weighted-Average Exercise Price, Granted | $17.25 |
Weighted-Average Exercise Price, Exercised | ' |
Weighted-Average Exercise Price, Forfeited | $20.23 |
Ending balance of Weighted-Average Exercise Price, Outstanding | $23.73 |
Ending balance of Weighted-Average Exercise Price, Vested and expected to vest | $24.05 |
Ending balance of Weighted-Average Exercise Price, Exercisable | $23.97 |
Ending balance of Weighted-Average Remaining Contractual Terms, Outstanding | '6 years 6 months 11 days |
Ending balance of Weighted-Average Remaining Contractual Terms, Vested and expected to vest | '5 years 10 months 17 days |
Ending balance of Weighted-Average Remaining Contractual Terms, Exercisable | '5 years 7 months 28 days |
Exercised, Aggregate Intrinsic Value | ' |
Ending balance of Aggregate Intrinsic Value, Outstanding | ' |
Ending balance of Aggregate Intrinsic Value, Vested and expected to vest | ' |
Ending balance of Aggregate Intrinsic Value, Exercisable | ' |
Reconciliation_of_Numerators_a
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings (Loss) Per Share and Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator : | ' | ' | ' | ' |
Net earnings (loss) attributable to USMD Holdings, Inc. - basic | ($6,383) | $258 | ($9,336) | $314 |
Interest on convertible subordinated notes, net of tax | ' | ' | ' | ' |
Net earnings (loss) attributable to USMD Holdings, Inc. - diluted | ($6,383) | $258 | ($9,336) | $314 |
Denominator : | ' | ' | ' | ' |
Weighted-average common shares outstanding | 10,149 | 10,081 | 10,138 | 10,062 |
Stock options | ' | 6 | ' | ' |
Convertible subordinated notes | ' | ' | ' | ' |
Weighted-average common shares outstanding assuming dilution | 10,149 | 10,087 | 10,138 | 10,062 |
Earnings (loss) per share attributable to USMD Holdings, Inc.: | ' | ' | ' | ' |
Basic | ($0.63) | $0.03 | ($0.92) | $0.03 |
Diluted | ($0.63) | $0.03 | ($0.92) | $0.03 |
Potential_Shares_Excluded_from
Potential Shares Excluded from Diluted Earnings (loss) per share Calculation (Detail) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation of Earnings Per Share | 1,845 | 455 | 1,845 | 471 |
Stock Option | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation of Earnings Per Share | 803 | 455 | 803 | 471 |
Convertible Subordinated Notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation of Earnings Per Share | 1,042 | 0 | 1,042 | 0 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | ||
Apr. 18, 2014 | Oct. 26, 2012 | Nov. 30, 2012 | Jun. 30, 2014 | Oct. 26, 2012 | |
Installment | |||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Maximum aggregate payments to pay the obligations due | ' | ' | ' | $20,000,000 | ' |
Remaining terms of guarantees | ' | ' | ' | 'The remaining terms of these guarantees range from 7 to 68 months. | ' |
Claim settlement amount | ' | ' | ' | ' | 650,000 |
Number of installments to pay settlement amount | ' | ' | ' | ' | 55 |
Installments on the first day of each of month | ' | 10,000 | ' | ' | ' |
Cash received associated with the settlement | 342,500 | ' | 100,000 | ' | ' |
Medical Negligence Lawsuits | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Estimate range of loss, minimum | ' | ' | ' | 0 | ' |
Estimate range of loss, maximum | ' | ' | ' | $800,000 | ' |
Minimum | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Remaining terms of guarantees | ' | ' | ' | '7 months | ' |
Maximum | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Remaining terms of guarantees | ' | ' | ' | '68 months | ' |
Future_Minimum_Lease_Commitmen
Future Minimum Lease Commitments Under Operating Leases (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Line Items] | ' |
Minimum Lease Commitments July through December 2014 | $6,475 |
Minimum Lease Commitments 2015 | 12,214 |
Minimum Lease Commitments 2016 | 10,056 |
Minimum Lease Commitments 2017 | 8,165 |
Minimum Lease Commitments 2018 | 7,184 |
Minimum Lease Commitments 2019 | 6,419 |
Minimum Lease Commitments Thereafter | 28,416 |
Minimum Lease Commitments Total | $78,929 |
Management_and_Other_Services_
Management and Other Services Revenue and Accounts Receivable (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Management and Other Services Revenue | $4,193 | $4,032 | $8,297 | $7,690 | ' |
Accounts Receivable | 791 | ' | 791 | ' | 1,037 |
USMD Hospital at Arlington, L.P. | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Management and Other Services Revenue | 2,659 | 2,617 | 5,166 | 5,028 | ' |
Accounts Receivable | 352 | ' | 352 | ' | 388 |
USMD Hospital at Fort Worth, L.P. | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Management and Other Services Revenue | 1,084 | 1,115 | 2,140 | 2,130 | ' |
Accounts Receivable | 322 | ' | 322 | ' | 446 |
Other | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Management and Other Services Revenue | 450 | 300 | 991 | 532 | ' |
Accounts Receivable | $117 | ' | $117 | ' | $203 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Lithotripsy revenue | $5,429 | $5,386 | $10,188 | $10,665 |
Leased space rent expense | 3,963 | 3,776 | 7,675 | 7,175 |
USMD Arlington and USMD Fort Worth | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Lithotripsy revenue | 600 | 500 | 1,100 | 1,100 |
USMD Hospital at Arlington, L.P. | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Leased space rent expense | $300 | $200 | $500 | $500 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, Board of Directors, USD $) | 0 Months Ended |
Aug. 12, 2014 | |
Subsequent Event | Board of Directors | ' |
Subsequent Event [Line Items] | ' |
Common stock issued | 26,617 |
Aggregate fair value of stock granted | $319,000 |