Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | USMD | |
Entity Registrant Name | USMD Holdings, Inc. | |
Entity Central Index Key | 1507881 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,346,361 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $18,730 | [1] | $15,940 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $3,264 and $2,100 at March 31, 2015 and December 31, 2014, respectively | 28,280 | [1] | 24,673 | [1] |
Inventories | 1,887 | [1] | 2,512 | [1] |
Deferred tax assets, net | 6,396 | [1] | 5,873 | [1] |
Prepaid expenses and other current assets | 6,240 | [1] | 4,466 | [1] |
Total current assets | 61,533 | [1] | 53,464 | [1] |
Property and equipment, net | 20,474 | [1] | 20,796 | [1] |
Investments in nonconsolidated affiliates | 58,719 | [1] | 59,780 | [1] |
Goodwill | 97,836 | [1] | 97,836 | [1] |
Intangible assets, net | 16,047 | [1] | 16,613 | [1] |
Other assets | 155 | [1] | 159 | [1] |
Total assets | 254,764 | [1] | 248,648 | [1] |
Current liabilities: | ||||
Accounts payable | 9,424 | [2] | 7,708 | [2] |
Accrued payroll | 17,845 | [2] | 13,816 | [2] |
Other accrued liabilities | 19,431 | [2] | 18,373 | [2] |
Other current liabilities | 460 | [2] | 606 | [2] |
Current portion of long-term debt | 1,919 | [2] | 2,040 | [2] |
Current portion of related party long-term debt | 727 | [2] | 746 | [2] |
Current portion of capital lease obligations | 492 | [2] | 537 | [2] |
Total current liabilities | 50,298 | [2] | 43,826 | [2] |
Other long-term liabilities | 2,408 | [2] | 1,888 | [2] |
Deferred compensation payable | 4,299 | [2] | 4,491 | [2] |
Long-term debt, less current portion | 31,515 | [2] | 28,264 | [2] |
Related party long-term debt, less current portion | 2,932 | [2] | 3,085 | [2] |
Capital lease obligations, less current portion | 1,726 | [2] | 1,789 | [2] |
Deferred tax liabilities, net | 19,742 | [2] | 20,127 | [2] |
Total liabilities | 112,920 | [2] | 103,470 | [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; 10,267,993 and 10,181,258 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 103 | 102 | ||
Additional paid-in capital | 161,690 | 160,458 | ||
Accumulated deficit | -23,412 | -18,750 | ||
Accumulated other comprehensive loss | -2 | -2 | ||
Total USMD Holdings, Inc. stockholders' equity | 138,379 | 141,808 | ||
Noncontrolling interests in subsidiaries | 3,465 | 3,370 | ||
Total equity | 141,844 | 145,178 | ||
Total liabilities and equity | $254,764 | $248,648 | ||
[1] | Assets of consolidated variable interest entity ("VIE") included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Cash and cash equivalents $ 11,305 $ 10,169 Accounts receivable 3,849 1,150 Prepaid expenses 40 61 Deferred tax asset 3,850 3,850 Total current assets $ 19,044 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,861 $ 3,517 Other accrued liabilities 12,976 11,506 Total current liabilities $ 18,837 $ 15,023 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 $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, except Share data, unless otherwise specified | ||||
Allowance for doubtful accounts receivable | $3,264 | $2,100 | ||
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 | 10,267,993 | 10,181,258 | ||
Common stock, shares outstanding | 10,267,993 | 10,181,258 | ||
Cash and cash equivalents | 18,730 | [1] | 15,940 | [1] |
Accounts receivable | 28,280 | [1] | 24,673 | [1] |
Total current assets | 61,533 | [1] | 53,464 | [1] |
Accounts payable | 9,424 | [2] | 7,708 | [2] |
Other accrued liabilities | 19,431 | [2] | 18,373 | [2] |
Total current liabilities | 50,298 | [2] | 43,826 | [2] |
Variable Interest Entity, Primary Beneficiary | ||||
Cash and cash equivalents | 11,305 | 10,169 | ||
Accounts receivable | 3,849 | 1,150 | ||
Prepaid expenses | 45 | 61 | ||
Deferred tax asset | 3,755 | 3,850 | ||
Total current assets | 18,954 | 15,230 | ||
Accounts payable | 2,425 | 3,517 | ||
Other accrued liabilities | 12,887 | 11,506 | ||
Total current liabilities | $15,312 | $15,023 | ||
[1] | Assets of consolidated variable interest entity ("VIE") included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Cash and cash equivalents $ 11,305 $ 10,169 Accounts receivable 3,849 1,150 Prepaid expenses 40 61 Deferred tax asset 3,850 3,850 Total current assets $ 19,044 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,861 $ 3,517 Other accrued liabilities 12,976 11,506 Total current liabilities $ 18,837 $ 15,023 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 | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Patient service revenue | $45,151 | $44,702 |
Provision for doubtful accounts related to patient service revenue | -1,200 | -496 |
Net patient service revenue | 43,951 | 44,206 |
Capitated revenue | 23,071 | 13,218 |
Management and other services revenue | 5,068 | 5,827 |
Lithotripsy revenue | 4,856 | 4,759 |
Net operating revenue | 76,946 | 68,010 |
Operating expenses: | ||
Salaries, wages and employee benefits | 41,173 | 39,686 |
Medical services and supplies expense | 25,044 | 17,740 |
Rent expense | 4,056 | 3,712 |
Provision for doubtful accounts | -133 | -15 |
Other operating expenses | 10,191 | 8,109 |
Depreciation and amortization | 2,227 | 1,877 |
Total operating expenses | 82,558 | 71,109 |
Loss from operations | -5,612 | -3,099 |
Other income (expense): | ||
Interest expense, net | -743 | -672 |
Equity in income of nonconsolidated affiliates, net | 1,756 | 2,264 |
Total other income, net | 1,013 | 1,592 |
Loss before income taxes | -4,599 | -1,507 |
Benefit for income taxes | -2,019 | -416 |
Net loss | -2,580 | -1,091 |
Less: net income attributable to noncontrolling interests | -2,082 | -1,862 |
Net loss attributable to USMD Holdings, Inc. | ($4,662) | ($2,953) |
Loss per share attributable to USMD Holdings, Inc. | ||
Basic | ($0.46) | ($0.29) |
Diluted | ($0.46) | ($0.29) |
Weighted average common shares outstanding | ||
Basic | 10,246 | 10,126 |
Diluted | 10,246 | 10,126 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total USMD Holdings Inc. | Noncontrolling Interests in Subsidiaries |
Beginning balance at Dec. 31, 2014 | $145,178,000 | $102,000 | $160,458,000 | ($2,000) | ($18,750,000) | $141,808,000 | $3,370,000 |
Beginning balance (in shares) at Dec. 31, 2014 | 10,181,258 | 10,181,258 | |||||
Net income (loss) | -2,580,000 | -4,662,000 | -4,662,000 | 2,082,000 | |||
Share-based payment expense - stock options | 261,000 | 261,000 | 261,000 | ||||
Common stock issued for payment of 2014 accrued compensation | 972,000 | 1,000 | 971,000 | 972,000 | |||
Common stock issued for payment of 2014 accrued compensation (in shares) | 87,000 | ||||||
Distributions to noncontrolling shareholders | -1,987,000 | -1,987,000 | |||||
Ending balance at Mar. 31, 2015 | $141,844,000 | $103,000 | $161,690,000 | ($2,000) | ($23,412,000) | $138,379,000 | $3,465,000 |
Ending balance (in shares) at Mar. 31, 2015 | 10,267,993 | 10,267,993 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | ($2,580) | ($1,091) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Provision for doubtful accounts | 1,067 | 481 | |
Depreciation and amortization | 2,227 | 1,877 | |
Accretion of debt discount and amortization of debt issuance costs | 176 | 134 | |
Gain on sale of assets | -3 | -2 | |
Equity in income of nonconsolidated affiliates, net | -1,756 | -2,264 | |
Distributions from nonconsolidated affiliates | 2,658 | 1,804 | |
Share-based payment expense | 436 | 644 | |
Deferred income tax benefit | -908 | -1,970 | |
Change in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | -4,602 | -1,794 | |
Inventories | 625 | 235 | |
Prepaid expenses and other assets | -1,774 | 66 | |
Accounts payable | 706 | 1,009 | |
Accrued and other current liabilities | 5,685 | 2,376 | |
Other noncurrent liabilities | 328 | -186 | |
Net cash provided by operating activities | 2,285 | 1,319 | |
Cash flows from investing activities: | |||
Cash paid for business combinations, net of cash acquired | -46 | ||
Capital expenditures | -276 | -406 | |
Payments received on note receivable for the sale of ownership interests | 87 | ||
Proceeds from sale of property and equipment | 3 | 77 | |
Net cash used in investing activities | -186 | -375 | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 3,500 | ||
Payments on long-term debt and capital lease obligations | -639 | -1,314 | |
Principal payments on related party long-term debt | -172 | -157 | |
Payment of debt issuance costs | -11 | -62 | |
Distributions to noncontrolling interests | -1,987 | -2,318 | |
Net cash provided by (used in) financing activities | 691 | -3,851 | |
Net increase (decrease) in cash and cash equivalents | 2,790 | -2,907 | |
Cash and cash equivalents at beginning of year | 15,940 | [1] | 13,137 |
Cash and cash equivalents at end of period | 18,730 | [1] | 10,230 |
Supplemental non-cash investing and financing information: | |||
Fixed assets acquired on account | 1,063 | ||
Finance sale of interest in nonconsolidated affiliate with note receivable | 159 | ||
Cash and common stock due to former owners of acquired business | 119 | ||
Cash paid for- | |||
Interest, net of related parties | 440 | 475 | |
Interest to related parties | 107 | 83 | |
Income tax | 402 | 539 | |
Accrued Unissued Share-Based Compensation | |||
Supplemental non-cash investing and financing information: | |||
Other significant noncash transaction, value of consideration given | 175 | 104 | |
Payment for Liabilities | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | 972 | 243 | |
Payment for Business Combination | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | $82 | ||
[1] | Assets of consolidated variable interest entity ("VIE") included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Cash and cash equivalents $ 11,305 $ 10,169 Accounts receivable 3,849 1,150 Prepaid expenses 40 61 Deferred tax asset 3,850 3,850 Total current assets $ 19,044 $ 15,230 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 | 3 Months Ended |
Mar. 31, 2015 | |
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. 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. | |
Through its subsidiaries and affiliates, the Company provides healthcare services to patients and management and operational services to hospitals and other healthcare service providers. The Company provides healthcare services to patients in physician clinics, hospitals and other healthcare facilities, including cancer treatment centers and anatomical pathology and clinical laboratories. 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 three cancer treatment centers in three states and 22 lithotripsy service providers (i.e., kidney stone treatment) 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 20 lithotripsy service providers. The Company consolidates 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 two lithotripsy service providers 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, 2014 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, 2014 filed with the SEC on April 15, 2015. | |
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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to adoption of this amendment, debt issuance costs are required to be presented in the balance sheet as a deferred charge (an asset). ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2015-03 must be applied on a retrospective basis. Management is evaluating the impact that adoption of ASU 2015-03 will have on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued 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. On April 29, 2015, the FASB proposed a one-year delay in the effective date of the new revenue recognition standard for both public and nonpublic entities reporting under GAAP. The FASB proposal to defer the effective date is not yet approved and comments on the proposal are due by May 29, 2015. |
Variable_Interest_Entity
Variable Interest Entity | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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. 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 amounts 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): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 11,305 | $ | 10,169 | |||||
Accounts receivable | 3,849 | 1,150 | |||||||
Prepaid expenses | 45 | 61 | |||||||
Deferred tax asset | 3,755 | 3,850 | |||||||
Total current assets | $ | 18,954 | $ | 15,230 | |||||
Current liabilities: | |||||||||
Accounts payable | $ | 2,425 | $ | 3,517 | |||||
Other accrued liabilities | 12,887 | 11,506 | |||||||
Total current liabilities | $ | 15,312 | $ | 15,023 | |||||
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. Upon notification from WNI-DFW, the Company is contractually obligated to fund certain cash requirements of WNI-DFW. In January 2014, as a result of a deficit at WNI-DFW, the Company advanced WNI-DFW $0.7 million. | |||||||||
For the three months ended March 31, 2015 and 2014, WNI-DFW contributed capitated revenue of $23.1 million and $13.2 million, respectively, and income before provision for income taxes of $3.0 million and $0.8 million (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 (“IBNR”) medical claims 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 claims 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 services and supplies expense that may be material. At March 31, 2015 and December 31, 2014, the Company has recorded IBNR claims payable of $12.9 million and $11.4 million, respectively, which are included in other accrued liabilities. |
Investments_in_Nonconsolidated
Investments in Nonconsolidated Affiliates | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Investments in Nonconsolidated Affiliates | Note 3 – 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): | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Carrying | Ownership | Carrying | Ownership | ||||||||||||||
Value | Percentage | Value | Percentage | ||||||||||||||
USMD Hospital at Arlington, L.P. | $ | 48,766 | 46.4 | % | $ | 49,518 | 46.4 | % | |||||||||
USMD Hospital at Fort Worth, L.P. | 9,818 | 30.88 | % | 9,956 | 30.88 | % | |||||||||||
Other | 135 | 4%-34% | 306 | 4%-34% | |||||||||||||
$ | 58,719 | $ | 59,780 | ||||||||||||||
At March 31, 2015, 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 March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
USMD Arlington: | |||||||||||||||||
Revenue | $ | 21,685 | $ | 20,061 | |||||||||||||
Income from operations | $ | 4,295 | $ | 3,890 | |||||||||||||
Net income | $ | 3,456 | $ | 3,203 | |||||||||||||
USMD Fort Worth: | |||||||||||||||||
Revenue | $ | 5,740 | $ | 8,394 | |||||||||||||
Income from operations | $ | 410 | $ | 1,913 | |||||||||||||
Net income | $ | 265 | $ | 1,725 |
Patient_Service_Revenue
Patient Service Revenue | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Patient Service Revenue | Note 4 – Patient Service Revenue | ||||||||||||||||||
The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): | |||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||
2015 | 2014 | ||||||||||||||||||
Amount | Ratio of Net | Amount | Ratio of Net | ||||||||||||||||
Patient Service | Patient Service | ||||||||||||||||||
Revenue | Revenue | ||||||||||||||||||
Medicare | $ | 14,081 | 32 | % | $ | 12,617 | 28.5 | % | |||||||||||
Medicaid | 222 | 0.5 | 363 | 0.8 | |||||||||||||||
Managed care and commercial payers | 30,015 | 68.3 | 30,715 | 69.5 | |||||||||||||||
Self-pay | 833 | 1.9 | 1,007 | 2.3 | |||||||||||||||
Patient service revenue before provision for doubtful accounts | 45,151 | 102.7 | 44,702 | 101.1 | |||||||||||||||
Patient service revenue provision for doubtful accounts | (1,200 | ) | (2.7 | ) | (496 | ) | (1.1 | ) | |||||||||||
Net patient service revenue | $ | 43,951 | 100 | % | $ | 44,206 | 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 | Provision | Recoveries of | Balance at | |||||||||||||||
December 31, | for Doubtful | for | Bad Debt, | March 31, 2015 | |||||||||||||||
2014 | Accounts | Doubtful | Net of Write- | ||||||||||||||||
Related to | Accounts | offs | |||||||||||||||||
Patient | |||||||||||||||||||
Service | |||||||||||||||||||
Revenue | |||||||||||||||||||
$ | 2,100 | 1,200 | (133 | ) | 97 | $ | 3,264 |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Intangible Assets | Note 5 – Intangible Assets | ||||||||||||||||||||||||
The components of amortizable intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Management agreements | $ | 5,246 | $ | (786 | ) | $ | 4,460 | $ | 5,246 | $ | (738 | ) | $ | 4,508 | |||||||||||
Trade names | 11,168 | (8,976 | ) | 2,192 | 11,168 | (8,845 | ) | 2,323 | |||||||||||||||||
Customer relationships | 767 | (660 | ) | 107 | 767 | (596 | ) | 171 | |||||||||||||||||
Noncompete agreements | 12,547 | (3,259 | ) | 9,288 | 12,547 | (2,936 | ) | 9,611 | |||||||||||||||||
$ | 29,728 | $ | (13,681 | ) | $ | 16,047 | $ | 29,728 | $ | (13,115 | ) | $ | 16,613 | ||||||||||||
For the three months ended March 31, 2015 and 2014, aggregate amortization expense of intangible assets totaled $0.6 million and $0.4 million, respectively. Total estimated amortization expense for the Company’s intangible assets through the end of 2015 and during the next five years is as follows (in thousands): | |||||||||||||||||||||||||
April through December 2015 | $ | 1,587 | |||||||||||||||||||||||
2016 | $ | 1,974 | |||||||||||||||||||||||
2017 | $ | 1,972 | |||||||||||||||||||||||
2018 | $ | 1,972 | |||||||||||||||||||||||
2019 | $ | 1,665 | |||||||||||||||||||||||
2020 | $ | 1,415 |
Other_Accrued_Liabilities
Other Accrued Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Accrued Liabilities | Note 6 – Other Accrued Liabilities | ||||||||
Other accrued liabilities consist of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payables | $ | 3,407 | $ | 3,246 | |||||
Accrued bonus | 1,557 | 2,000 | |||||||
Other accrued liabilities | 1,025 | 1,078 | |||||||
IBNR claims payable | 12,877 | 11,379 | |||||||
Income taxes payable | 565 | 670 | |||||||
$ | 19,431 | $ | 18,373 | ||||||
LongTerm_Debt_and_Capital_Leas
Long-Term Debt and Capital Lease Obligations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Long-Term Debt and Capital Lease Obligations | Note 7 – Long-Term Debt and Capital Lease Obligations | ||||||||
Long-term debt and capital lease obligations consist of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
USMD Holdings, Inc.: | |||||||||
Credit agreement: | |||||||||
Term debt | $ | 7,125 | $ | 7,500 | |||||
Convertible subordinated notes, net of unamortized discount of $2,827 and $2,978 at March 31, 2015 and December 31, 2014, respectively | 21,515 | 21,364 | |||||||
2020 Convertible Notes | 3,500 | — | |||||||
Subordinated related party notes payable | 3,659 | 3,831 | |||||||
Other notes payable | 196 | 212 | |||||||
Capital lease obligation | 1,040 | 1,032 | |||||||
37,035 | 33,939 | ||||||||
Consolidated lithotripsy entities: | |||||||||
Notes payable | 1,098 | 1,228 | |||||||
Capital lease obligations | 1,178 | 1,294 | |||||||
2,276 | 2,522 | ||||||||
Total long-term debt and capital lease obligations | 39,311 | 36,461 | |||||||
Less: current portion | (3,138 | ) | (3,323 | ) | |||||
Long-term debt and capital lease obligations, less current portion | $ | 36,173 | $ | 33,138 | |||||
Convertible Notes Due 2020 | |||||||||
Effective March 13, 2015, the Company issued convertible subordinated notes payable in the aggregate principal amount of $3.5 million (the “2020 Convertible Notes”) to four investors. The 2020 Convertible Notes mature on September 1, 2020 and bear interest at a fixed rate of 7.75% per annum. Interest payments are due and payable on the last day of each month and may be paid in cash or in shares of common stock of the Company, as the Company elects. Principal is due in full upon maturity. The Company may prepay the 2020 Convertible Notes, in whole or in part, at any time after March 13, 2016 without penalty. Each noteholder has the right at any time after March 13, 2016 to convert all or any part of the unpaid principal balance of its 2020 Convertible Notes into shares of common stock of the Company at the rate of one share of common stock for each $12.02 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2020 Convertible Notes are convertible into 291,181 common shares of the Company at a conversion price of $12.02 per share. The indebtedness represented by the 2020 Convertible Notes is expressly subordinate to all senior indebtedness of the Company currently outstanding or incurred in the future, which includes indebtedness in connection with its credit agreement. | |||||||||
The Company evaluated the conversion option embedded in the 2020 Convertible Notes and concluded that it does not meet the criteria for bifurcation and separate accounting as a derivative as it is indexed to the Company’s own stock and, if freestanding, would be classified in stockholders’ equity. Specifically, the variables affecting any adjustment to the conversion price would be inputs to the fair value of a fixed-for-fixed option on equity shares, or are otherwise designed to maintain the economic position of both parties before and after the event that precipitates an adjustment of the conversion price (i.e. merger). | |||||||||
Long-Term Debt Maturities | |||||||||
Maturities of the Company’s long-term debt at March 31, 2015, excluding unamortized debt discounts, are as follows (in thousands): | |||||||||
April through December 2015 | $ | 2,343 | |||||||
2016 | 6,845 | ||||||||
2017 | 1,839 | ||||||||
2018 | 895 | ||||||||
2019 | 24,425 | ||||||||
2020 | 3,528 | ||||||||
Thereafter | 45 | ||||||||
Total | $ | 39,920 |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value of Financial Instruments | Note 8 – 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): | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Value | Value | ||||||||||||||||
Convertible subordinated notes | $ | 21,515 | $ | 19,842 | $ | 21,364 | $ | 19,857 | |||||||||
Tranche A term debt | $ | 7,125 | $ | 7,125 | $ | 7,500 | $ | 7,500 | |||||||||
2020 Convertible Notes | $ | 3,500 | $ | 3,500 | — | — | |||||||||||
Subordinated related party notes | $ | 3,659 | $ | 3,533 | $ | 3,831 | $ | 3,689 | |||||||||
Other notes payable | $ | 196 | $ | 196 | $ | 212 | $ | 213 | |||||||||
Consolidated lithotripsy entity notes payable | $ | 1,099 | $ | 1,099 | $ | 1,227 | $ | 1,227 | |||||||||
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. | |||||||||||||||||
At March 31, 2015 and December 31, 2014, the carrying value of the Company’s Tranche A term debt approximates fair value due to recent inception of the fixed rate debt. At March 31, 2015, the carrying value of the Company’s 2020 Convertible Notes approximates fair value due to recent inception of the fixed rate debt. | |||||||||||||||||
The Company estimates the fair value of its subordinated related party notes 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 and its other 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 | 3 Months Ended |
Mar. 31, 2015 | |
Share-Based Payment | Note 9 – Share-Based Payment |
Pursuant to the USMD Holdings, Inc. 2010 Equity Compensation Plan, as amended (the “Equity Compensation 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. The terms of the Equity Compensation Plan provide for the reservation of up to 2.5 million shares of common stock for issuance under the Equity Compensation Plan. At March 31, 2015, the Company had 1.4 million shares available for grant under the Equity Compensation Plan. | |
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 in lieu of cash. 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 Equity Compensation Plan, during the three months ended March 31, 2015, the Company granted to members of its Board of Directors an aggregate 12,532 shares of its common stock for their services as directors during such three month period. The grant date fair value of the shares is $162,000, which is included in other operating expenses on the Company’s statement of operations. On February 20, 2015, in payment of Board of Directors’ compensation earned August 1, 2014 through December 31, 2014, the Company issued to members of the Company’s Board of Directors, 30,724 previously granted shares of its common stock with an aggregate grant date fair value of $273,000. | |
Pursuant to the Company’s Equity Compensation Plan, on March 4, 2015, in payment of certain compensation accrued at December 31, 2014, the Company granted 40,311 shares of its common stock to certain executives and members of senior management. The shares had a grant date fair value of $549,000 and were issued on March 6, 2015. | |
On March 5, 2015, in payment of salaries deferred in 2014 under the Company’s Salary Deferral Plan, the Company issued 15,700 shares of its common stock to certain executives and members of senior management. The shares had a grant date fair value of $150,000 and were issued pursuant to the Company’s Equity Compensation Plan. | |
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 Equity Compensation Plan, during the three months ended March 31, 2015, the Company granted to the consultant 978 shares of common stock with a grant date fair value of $13,000. |
Earnings_loss_per_Share
Earnings (loss) per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings (loss) per Share | Note 10 – Earnings (loss) 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, including fully vested common shares that have been granted, but not yet issued. 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 March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss attributable to USMD Holdings, Inc. - basic | $ | (4,662 | ) | $ | (2,953 | ) | |||
Effect of potentially dilutive securities: | |||||||||
Interest on convertible notes, net of tax | — | — | |||||||
Net loss attributable to USMD Holdings, Inc. - diluted | $ | (4,662 | ) | $ | (2,953 | ) | |||
Denominator: | |||||||||
Weighted-average common shares outstanding | 10,246 | 10,126 | |||||||
Effect of potentially dilutive securities: | |||||||||
Stock options | — | — | |||||||
Convertible subordinated notes | — | — | |||||||
2020 Convertible Notes | — | — | |||||||
Weighted-average common shares outstanding assuming dilution | 10,246 | 10,126 | |||||||
Loss per share attributable to USMD Holdings, Inc.: | |||||||||
Basic | $ | (0.46 | ) | $ | (0.29 | ) | |||
Diluted | $ | (0.46 | ) | $ | (0.29 | ) | |||
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 March 31, | |||||||||
2015 | 2014 | ||||||||
Stock options | 941 | 729 | |||||||
Convertible subordinated notes | 1,042 | 1,042 | |||||||
2020 Convertible Notes | 291 | — | |||||||
2,274 | 1,771 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies | Note 11 – Commitments and Contingencies | ||||
Financial Guarantees | |||||
As of March 31, 2015, 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 $18.9 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 21 to 158 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. | |||||
Purchase Obligations | |||||
In 2014, in connection with a capital lease entered into for newly leased medical office building space at USMD Arlington, the Company entered into an associated arrangement totaling $650,000 for ongoing maintenance of the equipment and software leased. Payments are variable subject to a defined per-use minimum. The arrangement requires 25 quarterly minimum payments of $26,000 beginning three quarters after the equipment is installed and operating; the installation date is currently anticipated to be in July 2015. | |||||
In connection with the build out of newly leased medical office building space at USMD Arlington, in March 2015, the Company entered into a leasing arrangement for medical equipment and associated services totaling $5.9 million. The Company is obligated to the terms of the arrangement; however, the lease does not commence until the delivery and acceptance of the equipment, currently anticipated to be July 2015. The arrangement requires 44 minimum monthly payments of $134,000 beginning six months after the commencement date. Prior to the commencement date, the Company anticipates adding $0.9 million of additional equipment and services to the arrangement. This addition will require 44 minimum monthly payments of $23,000 beginning six months after the commencement date. Payment terms and the total amount of the arrangement may change dependent upon the final components and services. Management is evaluating the impact of this lease arrangement on the Company’s consolidated financial statements. | |||||
Gain Contingency - Sale of Interest in Equity Method Investee | |||||
Effective January 31, 2015, a subsidiary of the Company sold for $1.6 million its interest in a cancer treatment center that it accounted for under the equity method of accounting. The investment had a carrying value of $159,000. The interest was sold to the other owner of the cancer treatment center. The buyer issued a promissory note to the Company for the $1.6 million sale price; however, the Company concluded that only $159,000 of the note is reasonably assured of collection and has recorded a note receivable in that amount. Once the carrying value of the investment is recovered, the Company will recognize gain on the sale as payments are received. The Company had provided management services to the cancer treatment center under a long term contract and the contract was terminated with the sale of its interest. | |||||
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. Significant 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 medical loss 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 $0.4 million to $1.5 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, results of operations or cash flows of the Company. | |||||
Financial Advisory Commitment | |||||
The Company has in place with an investment banking firm a financial advisory services agreement, as amended, (“FAS Agreement”). Under the FAS Agreement, the Company may be obligated to compensate the firm in cash for certain financial transactions, depending on the transaction type and size, in amounts generally equal to the greater of a minimum $1.0 million to $2.5 million, a percentage of the potential transaction value, or a fee to be determined in the future based on prevailing market rates for the services provided, subject to the review and restrictions imposed by the Financial Industry Regulatory Authority as further defined in the FAS Agreement. If the Company enters into a qualifying financial transaction during a one year to thirty month period subsequent to termination of the FAS Agreement, depending on the transaction type and size, the investment banking firm may be entitled to compensation under the terms of the FAS Agreement. The FAS Agreement remains in effect until terminated by either party. As of March 31, 2015, the Company has not closed any transaction for which compensation is due to the investment banking firm. | |||||
Operating Lease Commitments | |||||
Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): | |||||
April through December 2015 | $ | 9,830 | |||
2016 | 12,043 | ||||
2017 | 10,623 | ||||
2018 | 9,756 | ||||
2019 | 9,250 | ||||
Thereafter | 55,739 | ||||
Total | $ | 107,241 | |||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Related Party Transactions | Note 12 – 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 related accounts receivable from these entities are as follows: | |||||||||||||||||
Management and Other Services | Accounts Receivable | ||||||||||||||||
Revenue | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 2,627 | $ | 2,508 | $ | 363 | $ | 472 | |||||||||
USMD Fort Worth | 814 | 1,050 | 289 | 300 | |||||||||||||
Other equity method investees | 397 | 541 | 104 | 230 | |||||||||||||
$ | 3,838 | $ | 4,099 | $ | 756 | $ | 1,002 | ||||||||||
One consolidated lithotripsy entity provides lithotripsy services to USMD Arlington and USMD Fort Worth. For the three months ended March 31, 2015 and 2014, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $0.4 million and $0.5 million, respectively. | |||||||||||||||||
The Company leases space from USMD Arlington for certain of its physicians and its Arlington-based cancer treatment center. For the three months ended March 31, 2015 and 2014, the Company recognized rent expense related to USMD Arlington totaling $0.5 million and $0.4 million, respectively. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events | Note 13 – Subsequent Events |
Share-Based Payment | |
On April 28, 2015, in payment of a portion of compensation deferred by certain physicians in the fourth quarter of 2014, the Company granted and issued 78,368 shares of its common stock to those physicians. The shares had a grant date fair value of $786,000 and were issued pursuant to the Company’s Equity Compensation Plan. | |
Private Placement | |
On April 29, 2015, the Company issued convertible subordinated notes due 2020 in the principal amount of $1,550,000 (the “Notes”). The Notes mature on November 1, 2020 and bear interest at a rate of 7.25% per annum. Interest will be paid monthly, in cash or in shares of common stock as the Company elects, on the last day of each month commencing on May 31, 2015. Principal is due in full at maturity. The Company may prepay the Notes, in whole or in part, at any time after April 29, 2016. Each noteholder will have the right at any time after April 29, 2016, prior to the payment in full of the Note, to convert all or any part of the unpaid principal balance of the Note into shares of common stock of the Company at the rate of one share of common stock for each $10.61 of principal. The conversion rate will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The indebtedness represented by the Notes is expressly subordinate to and junior and subject in right of payment to the prior payment in full in cash of all senior indebtedness of the Company, which includes indebtedness in connection with its credit agreement. |
Description_of_Business_Basis_1
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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. 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. | |
Through its subsidiaries and affiliates, the Company provides healthcare services to patients and management and operational services to hospitals and other healthcare service providers. The Company provides healthcare services to patients in physician clinics, hospitals and other healthcare facilities, including cancer treatment centers and anatomical pathology and clinical laboratories. 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 three cancer treatment centers in three states and 22 lithotripsy service providers (i.e., kidney stone treatment) 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 20 lithotripsy service providers. The Company consolidates 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 two lithotripsy service providers 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, 2014 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, 2014 filed with the SEC on April 15, 2015. | |
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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to adoption of this amendment, debt issuance costs are required to be presented in the balance sheet as a deferred charge (an asset). ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2015-03 must be applied on a retrospective basis. Management is evaluating the impact that adoption of ASU 2015-03 will have on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued 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. On April 29, 2015, the FASB proposed a one-year delay in the effective date of the new revenue recognition standard for both public and nonpublic entities reporting under GAAP. The FASB proposal to defer the effective date is not yet approved and comments on the proposal are due by May 29, 2015. |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Carrying Amounts of Assets and Liabilities of WNI-DFW | The following table summarizes the carrying amounts 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): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 11,305 | $ | 10,169 | |||||
Accounts receivable | 3,849 | 1,150 | |||||||
Prepaid expenses | 45 | 61 | |||||||
Deferred tax asset | 3,755 | 3,850 | |||||||
Total current assets | $ | 18,954 | $ | 15,230 | |||||
Current liabilities: | |||||||||
Accounts payable | $ | 2,425 | $ | 3,517 | |||||
Other accrued liabilities | 12,887 | 11,506 | |||||||
Total current liabilities | $ | 15,312 | $ | 15,023 | |||||
Investments_in_Nonconsolidated1
Investments in Nonconsolidated Affiliates (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
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): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Carrying | Ownership | Carrying | Ownership | ||||||||||||||
Value | Percentage | Value | Percentage | ||||||||||||||
USMD Hospital at Arlington, L.P. | $ | 48,766 | 46.4 | % | $ | 49,518 | 46.4 | % | |||||||||
USMD Hospital at Fort Worth, L.P. | 9,818 | 30.88 | % | 9,956 | 30.88 | % | |||||||||||
Other | 135 | 4%-34% | 306 | 4%-34% | |||||||||||||
$ | 58,719 | $ | 59,780 | ||||||||||||||
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 March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
USMD Arlington: | |||||||||||||||||
Revenue | $ | 21,685 | $ | 20,061 | |||||||||||||
Income from operations | $ | 4,295 | $ | 3,890 | |||||||||||||
Net income | $ | 3,456 | $ | 3,203 | |||||||||||||
USMD Fort Worth: | |||||||||||||||||
Revenue | $ | 5,740 | $ | 8,394 | |||||||||||||
Income from operations | $ | 410 | $ | 1,913 | |||||||||||||
Net income | $ | 265 | $ | 1,725 |
Patient_Service_Revenue_Tables
Patient Service Revenue (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Patient Service Revenue | The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): | ||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||
2015 | 2014 | ||||||||||||||||||
Amount | Ratio of Net | Amount | Ratio of Net | ||||||||||||||||
Patient Service | Patient Service | ||||||||||||||||||
Revenue | Revenue | ||||||||||||||||||
Medicare | $ | 14,081 | 32 | % | $ | 12,617 | 28.5 | % | |||||||||||
Medicaid | 222 | 0.5 | 363 | 0.8 | |||||||||||||||
Managed care and commercial payers | 30,015 | 68.3 | 30,715 | 69.5 | |||||||||||||||
Self-pay | 833 | 1.9 | 1,007 | 2.3 | |||||||||||||||
Patient service revenue before provision for doubtful accounts | 45,151 | 102.7 | 44,702 | 101.1 | |||||||||||||||
Patient service revenue provision for doubtful accounts | (1,200 | ) | (2.7 | ) | (496 | ) | (1.1 | ) | |||||||||||
Net patient service revenue | $ | 43,951 | 100 | % | $ | 44,206 | 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 | Provision | Recoveries of | Balance at | |||||||||||||||
December 31, | for Doubtful | for | Bad Debt, | March 31, 2015 | |||||||||||||||
2014 | Accounts | Doubtful | Net of Write- | ||||||||||||||||
Related to | Accounts | offs | |||||||||||||||||
Patient | |||||||||||||||||||
Service | |||||||||||||||||||
Revenue | |||||||||||||||||||
$ | 2,100 | 1,200 | (133 | ) | 97 | $ | 3,264 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Components of Amortizable Intangible Assets | The components of amortizable intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Management agreements | $ | 5,246 | $ | (786 | ) | $ | 4,460 | $ | 5,246 | $ | (738 | ) | $ | 4,508 | |||||||||||
Trade names | 11,168 | (8,976 | ) | 2,192 | 11,168 | (8,845 | ) | 2,323 | |||||||||||||||||
Customer relationships | 767 | (660 | ) | 107 | 767 | (596 | ) | 171 | |||||||||||||||||
Noncompete agreements | 12,547 | (3,259 | ) | 9,288 | 12,547 | (2,936 | ) | 9,611 | |||||||||||||||||
$ | 29,728 | $ | (13,681 | ) | $ | 16,047 | $ | 29,728 | $ | (13,115 | ) | $ | 16,613 | ||||||||||||
Estimated Amortization Expense for Intangible Assets through End of 2015 and During Next Five Years | Total estimated amortization expense for the Company’s intangible assets through the end of 2015 and during the next five years is as follows (in thousands): | ||||||||||||||||||||||||
April through December 2015 | $ | 1,587 | |||||||||||||||||||||||
2016 | $ | 1,974 | |||||||||||||||||||||||
2017 | $ | 1,972 | |||||||||||||||||||||||
2018 | $ | 1,972 | |||||||||||||||||||||||
2019 | $ | 1,665 | |||||||||||||||||||||||
2020 | $ | 1,415 |
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Summary of Other Accrued Liabilities | Other accrued liabilities consist of the following (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payables | $ | 3,407 | $ | 3,246 | |||||
Accrued bonus | 1,557 | 2,000 | |||||||
Other accrued liabilities | 1,025 | 1,078 | |||||||
IBNR claims payable | 12,877 | 11,379 | |||||||
Income taxes payable | 565 | 670 | |||||||
$ | 19,431 | $ | 18,373 | ||||||
LongTerm_Debt_and_Capital_Leas1
Long-Term Debt and Capital Lease Obligations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Schedule of Long-Term Debt Instruments | Long-term debt and capital lease obligations consist of the following (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
USMD Holdings, Inc.: | |||||||||
Credit agreement: | |||||||||
Term debt | $ | 7,125 | $ | 7,500 | |||||
Convertible subordinated notes, net of unamortized discount of $2,827 and $2,978 at March 31, 2015 and December 31, 2014, respectively | 21,515 | 21,364 | |||||||
2020 Convertible Notes | 3,500 | — | |||||||
Subordinated related party notes payable | 3,659 | 3,831 | |||||||
Other notes payable | 196 | 212 | |||||||
Capital lease obligation | 1,040 | 1,032 | |||||||
37,035 | 33,939 | ||||||||
Consolidated lithotripsy entities: | |||||||||
Notes payable | 1,098 | 1,228 | |||||||
Capital lease obligations | 1,178 | 1,294 | |||||||
2,276 | 2,522 | ||||||||
Total long-term debt and capital lease obligations | 39,311 | 36,461 | |||||||
Less: current portion | (3,138 | ) | (3,323 | ) | |||||
Long-term debt and capital lease obligations, less current portion | $ | 36,173 | $ | 33,138 | |||||
Maturities of Long-Term Debt | Maturities of the Company’s long-term debt at March 31, 2015, excluding unamortized debt discounts, are as follows (in thousands): | ||||||||
April through December 2015 | $ | 2,343 | |||||||
2016 | 6,845 | ||||||||
2017 | 1,839 | ||||||||
2018 | 895 | ||||||||
2019 | 24,425 | ||||||||
2020 | 3,528 | ||||||||
Thereafter | 45 | ||||||||
Total | $ | 39,920 | |||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Carrying Value and Estimated Fair Value of Financial Instruments | 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): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||
Value | Value | ||||||||||||||||
Convertible subordinated notes | $ | 21,515 | $ | 19,842 | $ | 21,364 | $ | 19,857 | |||||||||
Tranche A term debt | $ | 7,125 | $ | 7,125 | $ | 7,500 | $ | 7,500 | |||||||||
2020 Convertible Notes | $ | 3,500 | $ | 3,500 | — | — | |||||||||||
Subordinated related party notes | $ | 3,659 | $ | 3,533 | $ | 3,831 | $ | 3,689 | |||||||||
Other notes payable | $ | 196 | $ | 196 | $ | 212 | $ | 213 | |||||||||
Consolidated lithotripsy entity notes payable | $ | 1,099 | $ | 1,099 | $ | 1,227 | $ | 1,227 |
Earnings_loss_per_Share_Tables
Earnings (loss) per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss attributable to USMD Holdings, Inc. - basic | $ | (4,662 | ) | $ | (2,953 | ) | |||
Effect of potentially dilutive securities: | |||||||||
Interest on convertible notes, net of tax | — | — | |||||||
Net loss attributable to USMD Holdings, Inc. - diluted | $ | (4,662 | ) | $ | (2,953 | ) | |||
Denominator: | |||||||||
Weighted-average common shares outstanding | 10,246 | 10,126 | |||||||
Effect of potentially dilutive securities: | |||||||||
Stock options | — | — | |||||||
Convertible subordinated notes | — | — | |||||||
2020 Convertible Notes | — | — | |||||||
Weighted-average common shares outstanding assuming dilution | 10,246 | 10,126 | |||||||
Loss per share attributable to USMD Holdings, Inc.: | |||||||||
Basic | $ | (0.46 | ) | $ | (0.29 | ) | |||
Diluted | $ | (0.46 | ) | $ | (0.29 | ) | |||
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 March 31, | |||||||||
2015 | 2014 | ||||||||
Stock options | 941 | 729 | |||||||
Convertible subordinated notes | 1,042 | 1,042 | |||||||
2020 Convertible Notes | 291 | — | |||||||
2,274 | 1,771 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Schedule of Future Minimum Lease Commitments under Operating Leases | Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): | ||||
April through December 2015 | $ | 9,830 | |||
2016 | 12,043 | ||||
2017 | 10,623 | ||||
2018 | 9,756 | ||||
2019 | 9,250 | ||||
Thereafter | 55,739 | ||||
Total | $ | 107,241 | |||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Management and Other Services Revenue and Related Accounts Receivable | Management and other services revenue and related accounts receivable from these entities are as follows: | ||||||||||||||||
Management and Other Services | Accounts Receivable | ||||||||||||||||
Revenue | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
USMD Arlington | $ | 2,627 | $ | 2,508 | $ | 363 | $ | 472 | |||||||||
USMD Fort Worth | 814 | 1,050 | 289 | 300 | |||||||||||||
Other equity method investees | 397 | 541 | 104 | 230 | |||||||||||||
$ | 3,838 | $ | 4,099 | $ | 756 | $ | 1,002 | ||||||||||
Description_of_Business_Basis_2
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
State | |
TreatmentCenter | |
Hospital | |
Lab | |
Description Of Company And Significant Accounting Policies [Line Items] | |
Providing management and operational services to hospitals | 2 |
Number of cancer treatment center | 3 |
Number of states for cancer treatment | 3 |
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 | 2 |
Carrying_Amounts_of_Assets_and
Carrying Amounts of Assets and Liabilities of WNI-DFW (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||||
Current assets: | ||||||
Cash and cash equivalents | $18,730 | [1] | $15,940 | [1] | $10,230 | $13,137 |
Accounts receivable | 28,280 | [1] | 24,673 | [1] | ||
Total current assets | 61,533 | [1] | 53,464 | [1] | ||
Current liabilities: | ||||||
Accounts payable | 9,424 | [2] | 7,708 | [2] | ||
Other accrued liabilities | 1,025 | 1,078 | ||||
Total current liabilities | 50,298 | [2] | 43,826 | [2] | ||
Variable Interest Entity, Primary Beneficiary | ||||||
Current assets: | ||||||
Cash and cash equivalents | 11,305 | 10,169 | ||||
Accounts receivable | 3,849 | 1,150 | ||||
Prepaid expenses | 45 | 61 | ||||
Deferred tax asset | 3,755 | 3,850 | ||||
Total current assets | 18,954 | 15,230 | ||||
Current liabilities: | ||||||
Accounts payable | 2,425 | 3,517 | ||||
Other accrued liabilities | 12,887 | 11,506 | ||||
Total current liabilities | $15,312 | $15,023 | ||||
[1] | Assets of consolidated variable interest entity ("VIE") included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Cash and cash equivalents $ 11,305 $ 10,169 Accounts receivable 3,849 1,150 Prepaid expenses 40 61 Deferred tax asset 3,850 3,850 Total current assets $ 19,044 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | |||||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,861 $ 3,517 Other accrued liabilities 12,976 11,506 Total current liabilities $ 18,837 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Variable_Interest_Entity_Addit
Variable Interest Entity - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 31, 2014 | |
Variable Interest Entity [Line Items] | ||||
Net capitated revenue | $23,071,000 | $13,218,000 | ||
Income before provision for income taxes | -4,599,000 | -1,507,000 | ||
Accrued medical claims IBNR | 12,900,000 | 11,400,000 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Advance to WNI-DFW | 700,000 | |||
Net capitated revenue | 23,100,000 | 13,200,000 | ||
Income before provision for income taxes | $3,000,000 | $800,000 |
Net_Carrying_Values_and_Owners
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $58,719 | [1] | $59,780 | [1] |
USMD Hospital at Arlington, L.P. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | 48,766 | 49,518 | ||
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 | 9,818 | 9,956 | ||
Percentage of wholly owned subsidiary | 30.88% | 30.88% | ||
Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $135 | $306 | ||
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] | Assets of consolidated variable interest entity ("VIE") included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Cash and cash equivalents $ 11,305 $ 10,169 Accounts receivable 3,849 1,150 Prepaid expenses 40 61 Deferred tax asset 3,850 3,850 Total current assets $ 19,044 $ 15,230 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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
USMD Hospital at Arlington, L.P. | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | $21,685 | $20,061 |
Income from operations | 4,295 | 3,890 |
Net income | 3,456 | 3,203 |
USMD Hospital at Fort Worth, L.P. | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 5,740 | 8,394 |
Income from operations | 410 | 1,913 |
Net income | $265 | $1,725 |
Patient_Service_Revenue_Detail
Patient Service Revenue (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $45,151 | $44,702 |
Patient service revenue provision for doubtful accounts, Amount | -1,200 | -496 |
Net patient service revenue, Amount | 43,951 | 44,206 |
Health care organization patient service revenue percentage | 102.70% | 101.10% |
Patient service revenue provision for doubtful accounts, percentage | -2.70% | -1.10% |
Net patient service revenue, Percentage | 100.00% | 100.00% |
Medicare | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | 14,081 | 12,617 |
Health care organization patient service revenue percentage | 32.00% | 28.50% |
Medicaid | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | 222 | 363 |
Health care organization patient service revenue percentage | 0.50% | 0.80% |
Managed care and commercial payers | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | 30,015 | 30,715 |
Health care organization patient service revenue percentage | 68.30% | 69.50% |
Self-pay | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $833 | $1,007 |
Health care organization patient service revenue percentage | 1.90% | 2.30% |
Summary_of_Accounts_Receivable
Summary of Accounts Receivable Allowance (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Allowance for Doubtful Accounts [Line Items] | ||
Beginning balance | $2,100 | |
Provision for Doubtful Accounts Related to Patient Service Revenue | 1,200 | 496 |
Provision for Doubtful Accounts | -133 | -15 |
Recoveries of Bad Debt, Net of Write-offs | 97 | |
Ending balance | $3,264 |
Components_of_Amortizable_Inta
Components of Amortizable Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $29,728 | $29,728 |
Accumulated Amortization | -13,681 | -13,115 |
Net Carrying Amount | 16,047 | 16,613 |
Management agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,246 | 5,246 |
Accumulated Amortization | -786 | -738 |
Net Carrying Amount | 4,460 | 4,508 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,168 | 11,168 |
Accumulated Amortization | -8,976 | -8,845 |
Net Carrying Amount | 2,192 | 2,323 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 767 | 767 |
Accumulated Amortization | -660 | -596 |
Net Carrying Amount | 107 | 171 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,547 | 12,547 |
Accumulated Amortization | -3,259 | -2,936 |
Net Carrying Amount | $9,288 | $9,611 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Intangible Assets Disclosure [Line Items] | ||
Amortization of intangible assets | $0.60 | $0.40 |
Estimated_Amortization_Expense
Estimated Amortization Expense for Intangible Assets through End of 2015 and During Next Five Years (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets [Line Items] | |
April through December 2015 | $1,587 |
2016 | 1,974 |
2017 | 1,972 |
2018 | 1,972 |
2019 | 1,665 |
2020 | $1,415 |
Summary_of_Other_Accrued_Liabi
Summary of Other Accrued Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Other Accrued Liabilities | ||||
Accrued payables | $3,407 | $3,246 | ||
Accrued bonus | 1,557 | 2,000 | ||
Other accrued liabilities | 1,025 | 1,078 | ||
IBNR claims payable | 12,877 | 11,379 | ||
Income taxes payable | 565 | 670 | ||
Other accrued liabilities | $19,431 | [1] | $18,373 | [1] |
[1] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,861 $ 3,517 Other accrued liabilities 12,976 11,506 Total current liabilities $ 18,837 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
LongTerm_Debt_and_Capital_Leas2
Long-Term Debt and Capital Lease Obligations (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Long-term Debt Instruments | ||
Total long-term debt and capital lease obligations | $39,311 | $36,461 |
Less: current portion | -3,138 | -3,323 |
Long-term debt and capital lease obligations, less current portion | 36,173 | 33,138 |
Total long-term debt and capital lease obligations | 39,311 | 36,461 |
USMD Holdings | ||
Schedule of Long-term Debt Instruments | ||
Term debt | 7,125 | 7,500 |
Convertible subordinated notes | 21,515 | 21,364 |
2020 Convertible Notes | 3,500 | |
Subordinated related party notes payable | 3,659 | 3,831 |
Other notes payable | 196 | 212 |
Capital lease obligation | 1,040 | 1,032 |
Total long-term debt and capital lease obligations | 37,035 | 33,939 |
Total long-term debt and capital lease obligations | 37,035 | 33,939 |
Lithotripsy Entity | ||
Schedule of Long-term Debt Instruments | ||
Notes payable | 1,098 | 1,228 |
Capital lease obligation | 1,178 | 1,294 |
Total long-term debt and capital lease obligations | 2,276 | 2,522 |
Total long-term debt and capital lease obligations | $2,276 | $2,522 |
LongTerm_Debt_and_Capital_Leas3
Long-Term Debt and Capital Lease Obligations (Parenthetical) (Detail) (USMD Holdings, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
USMD Holdings | ||
Debt Instrument [Line Items] | ||
Convertible subordinated notes, unamortized discount | $2,827 | $2,978 |
LongTerm_Debt_and_Capital_Leas4
Long-Term Debt and Capital Lease Obligations - Additional Information - Convertible Notes Due 2020 (Detail) (2020 Convertible Notes, USD $) | 0 Months Ended | 3 Months Ended | |
Mar. 13, 2015 | Mar. 31, 2015 | Mar. 13, 2015 | |
2020 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $3,500,000 | $3,500,000 | |
Debt instrument interest rate | 7.75% | 7.75% | |
Debt instrument maturity date | 1-Sep-20 | ||
Conversion price of common stock, per share | $12.02 | ||
Convertible subordinated notes convertible in to common share | 291,181 |
Maturities_of_LongTerm_Debt_De
Maturities of Long-Term Debt (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
April through December 2015 | $2,343 |
2016 | 6,845 |
2017 | 1,839 |
2018 | 895 |
2019 | 24,425 |
2020 | 3,528 |
Thereafter | 45 |
Total | $39,920 |
Carrying_Value_and_Estimated_F
Carrying Value and Estimated Fair Value of Financial Instruments (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Carrying Value | Convertible subordinated notes Payable | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Convertible subordinated notes | $21,515 | $21,364 |
Carrying Value | Tranche A | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Tranche A term debt | 7,125 | 7,500 |
Carrying Value | 2020 Convertible Notes | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
2020 Convertible Notes | 3,500 | |
Carrying Value | Subordinated Related Party Notes | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Subordinated related party notes | 3,659 | 3,831 |
Carrying Value | Notes Payable, Other Payables | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Other notes payable | 196 | 212 |
Carrying Value | Lithotripsy Entity | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Consolidated lithotripsy entity notes payable | 1,099 | 1,227 |
Fair Value | Convertible subordinated notes Payable | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | 19,842 | 19,857 |
Fair Value | Tranche A | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | 7,125 | 7,500 |
Fair Value | 2020 Convertible Notes | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | 3,500 | |
Fair Value | Subordinated Related Party Notes | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | 3,533 | 3,689 |
Fair Value | Notes Payable, Other Payables | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | 196 | 213 |
Fair Value | Lithotripsy Entity | ||
Carrying Value And Estimated Fair Value Of Financial Instruments [Line Items] | ||
Notes payable, fair value | $1,099 | $1,227 |
ShareBased_Payment_Additional_
Share-Based Payment - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 05, 2015 | Mar. 06, 2015 | Feb. 20, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock fair value | $972,000 | |||
Salary Deferral Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock fair value | 150,000 | |||
Number of shares, issued | 15,700 | |||
USMD Holdings | Equity Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock for issuance | 2,500,000 | |||
Holdings reserved shares for grant | 1,400,000 | |||
USMD Holdings | Senior Management | Equity Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock fair value | 549,000 | |||
Number of shares,granted | 40,311 | |||
USMD Holdings | Board of Directors | Equity Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, granted | 12,532 | |||
Common stock fair value | 162,000 | |||
Number of shares, issued | 30,724 | |||
Common stock fair value | 273,000 | |||
USMD Holdings | Consultant | Equity Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted to consultant in payment of service rendered | 978 | |||
Grant date fair value of shares granted to consultant in payment of service rendered | $13,000 |
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 | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator : | ||
Net loss attributable to USMD Holdings, Inc. - basic | ($4,662) | ($2,953) |
Interest on convertible notes, net of tax | 0 | 0 |
Net loss attributable to USMD Holdings, Inc. - diluted | ($4,662) | ($2,953) |
Denominator : | ||
Weighted-average common shares outstanding | 10,246 | 10,126 |
Stock options | 0 | 0 |
Convertible subordinated notes | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 10,246 | 10,126 |
Loss per share attributable to USMD Holdings, Inc.: | ||
Basic | ($0.46) | ($0.29) |
Diluted | ($0.46) | ($0.29) |
2020 Convertible Notes | ||
Denominator : | ||
Convertible subordinated notes | 0 | 0 |
Potential_Shares_Excluded_from
Potential Shares Excluded from Diluted Earnings (Loss) per share Calculation (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 2,274 | 1,771 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 941 | 729 |
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 | 1,042 |
2020 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 291 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended |
Jan. 31, 2015 | Mar. 31, 2015 | Jul. 31, 2015 | |
Installment | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Maximum aggregate payments to pay the obligations due | $18,900,000 | ||
Remaining terms of guarantees | The remaining terms of these guarantees range from 21 to 158 months. | ||
Sale of subsidiary | 1,600,000 | ||
Equity method investment carrying value | 159,000 | ||
Notes received from sale of equity method investment, gross | 1,600,000 | ||
Notes received from sale of equity method investment, net | 159,000 | ||
Equipment and Software Leased [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Lease arrangement, amount | 650,000 | ||
Lease arrangement, required minimum monthly payment | 26,000 | ||
Unrecorded unconditional purchase obligation, description | The arrangement requires 25 quarterly minimum payments of $26,000 beginning three quarters after the equipment is installed and operating; the installation date is currently anticipated to be in July 2015. | ||
Medical Equipment [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Lease arrangement, amount | 5,900,000 | ||
Lease arrangement, required minimum monthly payment | 134,000 | ||
Lease arrangement, number of installments | 44 | ||
Scenario, Forecast | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Lease arrangement, amount | 900,000 | ||
Lease arrangement, required monthly payment | 23,000 | ||
Lease arrangement, number of installments | 44 | ||
Medical Negligence Lawsuits | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Estimate range of loss, minimum | 400,000 | ||
Estimate range of loss, maximum | 1,500,000 | ||
Minimum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Remaining terms of guarantees | 21 months | ||
Financial transactions amounts | 1,000,000 | ||
Maximum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Remaining terms of guarantees | 158 months | ||
Financial transactions amounts | $2,500,000 |
Future_Minimum_Lease_Commitmen
Future Minimum Lease Commitments Under Operating Leases (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Line Items] | |
Minimum Lease Commitments April through December 2015 | $9,830 |
Minimum Lease Commitments 2016 | 12,043 |
Minimum Lease Commitments 2017 | 10,623 |
Minimum Lease Commitments 2018 | 9,756 |
Minimum Lease Commitments 2019 | 9,250 |
Minimum Lease Commitments Thereafter | 55,739 |
Minimum Lease Commitments Total | $107,241 |
Management_and_Other_Services_
Management and Other Services Revenue and Related Accounts Receivable (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Management and Other Services Revenue | $3,838 | $4,099 | |
Accounts Receivable | 756 | 1,002 | |
USMD Hospital at Arlington, L.P. | |||
Related Party Transaction [Line Items] | |||
Management and Other Services Revenue | 2,627 | 2,508 | |
Accounts Receivable | 363 | 472 | |
USMD Hospital at Fort Worth, L.P. | |||
Related Party Transaction [Line Items] | |||
Management and Other Services Revenue | 814 | 1,050 | |
Accounts Receivable | 289 | 300 | |
Other | |||
Related Party Transaction [Line Items] | |||
Management and Other Services Revenue | 397 | 541 | |
Accounts Receivable | $104 | $230 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Related Party Transaction [Line Items] | ||
Lithotripsy revenue | $4,856 | $4,759 |
Leased space rent expense | 4,056 | 3,712 |
USMD Arlington and USMD Fort Worth | ||
Related Party Transaction [Line Items] | ||
Lithotripsy revenue | 400 | 500 |
USMD Hospital at Arlington, L.P. | ||
Related Party Transaction [Line Items] | ||
Leased space rent expense | $500 | $400 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended | |
Apr. 28, 2015 | Apr. 29, 2015 | |
Subsequent Event [Line Items] | ||
Share-based compensation, stock issued | 78,368 | |
Share-based compensation, shares granted | 78,368 | |
Share-based compensation grant at fair value | $786,000 | |
Private Placement | Convertible Subordinated Notes Due 2020 | ||
Subsequent Event [Line Items] | ||
Debt instrument face amount | $1,550,000 | |
Debt instrument interest rate | 7.25% | |
Debt instrument maturity date | 1-Nov-20 | |
Conversion price of common stock, per share | $10.61 |