Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | USMD | |
Entity Registrant Name | USMD Holdings, Inc. | |
Entity Central Index Key | 1,507,881 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,014,222 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 26,471 | $ 15,940 |
Accounts receivable, net of allowance for doubtful accounts of $2,220 and $2,100 at September 30, 2015 and December 31, 2014, respectively | [1] | 28,761 | 24,673 |
Inventories | [1] | 2,310 | 2,512 |
Deferred tax assets, net | [1] | 6,617 | 5,873 |
Prepaid expenses and other current assets | [1] | 7,100 | 4,466 |
Total current assets | [1] | 71,259 | 53,464 |
Property and equipment, net | [1] | 31,475 | 20,796 |
Restricted cash | [1] | 6,750 | |
Investments in nonconsolidated affiliates | [1] | 60,525 | 59,780 |
Goodwill | [1] | 97,836 | 97,836 |
Intangible assets, net | [1] | 14,962 | 16,613 |
Other assets | [1] | 211 | 159 |
Total assets | [1] | 283,018 | 248,648 |
Current liabilities: | |||
Accounts payable | [2] | 10,810 | 7,708 |
Accrued payroll | [2] | 21,182 | 13,816 |
Other accrued liabilities | [2] | 19,655 | 18,373 |
Other current liabilities | [2] | 529 | 606 |
Current portion of long-term debt | [2] | 1,030 | 2,040 |
Current portion of related party long-term debt | [2] | 760 | 746 |
Current portion of capital lease obligations | [2] | 1,439 | 537 |
Total current liabilities | [2] | 55,405 | 43,826 |
Other long-term liabilities | [2] | 8,729 | 1,888 |
Deferred compensation payable | [2] | 4,323 | 4,491 |
Long-term debt, less current portion | [2] | 34,241 | 28,264 |
Related party long-term debt, less current portion | [2] | 18,004 | 3,085 |
Capital lease obligations, less current portion | [2] | 6,736 | 1,789 |
Deferred tax liabilities, net | [2] | 17,387 | 20,127 |
Total liabilities | [2] | $ 144,825 | $ 103,470 |
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; 10,373,125 and 10,181,258 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 104 | $ 102 | |
Additional paid-in capital | 163,204 | 160,458 | |
Accumulated deficit | (29,061) | (18,750) | |
Accumulated other comprehensive loss | (2) | (2) | |
Total USMD Holdings, Inc. stockholders' equity | 134,245 | 141,808 | |
Noncontrolling interests in subsidiaries | 3,948 | 3,370 | |
Total equity | 138,193 | 145,178 | |
Total liabilities and equity | $ 283,018 | $ 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 $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 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 $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 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 Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts receivable | $ 2,220 | $ 2,100 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, issued | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 49,000,000 | 49,000,000 | |
Common stock, shares issued | 10,373,125 | 10,181,258 | |
Common stock, shares outstanding | 10,373,125 | 10,181,258 | |
Cash and cash equivalents | [1] | $ 26,471 | $ 15,940 |
Accounts receivable | [1] | 28,761 | 24,673 |
Total current assets | [1] | 71,259 | 53,464 |
Accounts payable | [2] | 10,810 | 7,708 |
Other accrued liabilities | [2] | 19,655 | 18,373 |
Total current liabilities | [2] | 55,405 | 43,826 |
Variable Interest Entity, Primary Beneficiary | |||
Cash and cash equivalents | 13,875 | 10,169 | |
Accounts receivable | 1,574 | 1,150 | |
Prepaid expenses | 99 | 61 | |
Deferred tax asset | 3,753 | 3,850 | |
Total current assets | 19,301 | 15,230 | |
Accounts payable | 3,047 | 3,517 | |
Other accrued liabilities | 12,602 | 11,506 | |
Total current liabilities | $ 15,649 | $ 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 $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 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 $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 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 Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Patient service revenue | $ 50,065 | $ 48,907 | $ 143,583 | $ 139,175 |
Provision for doubtful accounts related to patient service revenue | (1,161) | (1,013) | (3,499) | (2,276) |
Net patient service revenue | 48,904 | 47,894 | 140,084 | 136,899 |
Capitated revenue | 24,698 | 18,500 | 71,789 | 47,360 |
Management and other services revenue | 5,284 | 5,296 | 15,533 | 17,409 |
Lithotripsy revenue | 5,881 | 5,742 | 16,148 | 15,930 |
Net operating revenue | 84,767 | 77,432 | 243,554 | 217,598 |
Operating expenses: | ||||
Salaries, wages and employee benefits | 42,435 | 42,637 | 126,373 | 123,465 |
Medical services and supplies expense | 28,668 | 22,517 | 79,684 | 58,539 |
Rent expense | 5,184 | 4,105 | 13,348 | 11,780 |
Provision for doubtful accounts | 53 | 138 | (66) | 186 |
Other operating expenses | 9,073 | 7,740 | 29,128 | 24,629 |
Depreciation and amortization | 2,519 | 1,997 | 6,770 | 14,173 |
Total operating expenses | 87,932 | 79,134 | 255,237 | 232,772 |
Loss from operations | (3,165) | (1,702) | (11,683) | (15,174) |
Other income (expense): | ||||
Interest expense, net | (852) | (706) | (2,345) | (2,099) |
Equity in income of nonconsolidated affiliates, net | 2,264 | 2,666 | 6,777 | 8,185 |
Other gain | 87 | 138 | ||
Total other income, net | 1,499 | 1,960 | 4,570 | 6,086 |
Income (loss) before income taxes | (1,666) | 258 | (7,113) | (9,088) |
Benefit for income taxes | (952) | (663) | (4,155) | (4,986) |
Net income (loss) | (714) | 921 | (2,958) | (4,102) |
Less: net income attributable to noncontrolling interests | (2,827) | (2,667) | (7,353) | (6,980) |
Net loss attributable to USMD Holdings, Inc. | $ (3,541) | $ (1,746) | $ (10,311) | $ (11,082) |
Loss per share attributable to USMD Holdings, Inc. | ||||
Basic | $ (0.34) | $ (0.17) | $ (1) | $ (1.09) |
Diluted | $ (0.34) | $ (0.17) | $ (1) | $ (1.09) |
Weighted average common shares outstanding | ||||
Basic | 10,454 | 10,177 | 10,353 | 10,151 |
Diluted | 10,454 | 10,177 | 10,353 | 10,151 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | 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 | $ 102 | $ 160,458 | $ (2) | $ (18,750) | $ 141,808 | $ 3,370 |
Beginning balance (in shares) at Dec. 31, 2014 | 10,181,258 | 10,181,000 | |||||
Net income (loss) | $ (2,958) | (10,311) | (10,311) | 7,353 | |||
Share-based payment expense - stock options | 766 | 766 | 766 | ||||
Share-based payment expense - common stock issued | 125 | 125 | 125 | ||||
Share-based payment expense - common stock issued (in shares) | 15,000 | ||||||
Common stock issued for payment of 2014 accrued compensation | 1,857 | $ 2 | 1,855 | 1,857 | |||
Common stock issued for payment of 2014 accrued compensation (in shares) | 177,000 | ||||||
Distributions to noncontrolling shareholders | (6,775) | (6,775) | |||||
Ending balance at Sep. 30, 2015 | $ 138,193 | $ 104 | $ 163,204 | $ (2) | $ (29,061) | $ 134,245 | $ 3,948 |
Ending balance (in shares) at Sep. 30, 2015 | 10,373,125 | 10,373,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net loss | $ (2,958) | $ (4,102) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Provision for doubtful accounts | 3,433 | 2,462 | |
Depreciation and amortization | 6,770 | 14,173 | |
Accretion of debt discount and amortization of debt issuance costs | 386 | 511 | |
(Gain) loss on sale or disposal of assets, net | (18) | 230 | |
Gain on sale of ownership interests in nonconsolidated affiliates | (138) | ||
Equity in income of nonconsolidated affiliates, net | (6,777) | (8,185) | |
Distributions from nonconsolidated affiliates | 5,873 | 11,002 | |
Share-based payment expense | 1,934 | 1,664 | |
Deferred income tax benefit | (3,484) | (7,360) | |
Change in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (7,521) | (233) | |
Inventories | 202 | (518) | |
Prepaid expenses and other assets | (1,766) | (774) | |
Current liabilities | 12,546 | 18,296 | |
Other noncurrent liabilities | 733 | (41) | |
Net cash provided by operating activities | 9,215 | 27,125 | |
Cash flows from investing activities: | |||
Cash paid for business combinations, net of cash acquired | (104) | ||
Capital expenditures | (2,920) | (935) | |
Payments received for the sale of ownership interests in nonconsolidated affiliates | 297 | ||
Proceeds from sale of property and equipment | 18 | 80 | |
Net cash used in investing activities | (2,605) | (959) | |
Cash flows from financing activities: | |||
Proceeds from issuance of related party long-term debt | 15,457 | ||
Proceeds from issuance of long-term debt | 4,350 | ||
Repayments of borrowings under revolving credit facility | (1,500) | ||
Principal payments on related party long-term debt | (527) | (157) | |
Payments on long-term debt and capital lease obligations | (1,732) | (8,924) | |
Payment of debt issuance costs | (102) | (159) | |
Capital contributions from noncontrolling interests | 119 | ||
Distributions to noncontrolling interests | (6,775) | (7,013) | |
Release (restriction) of restricted cash | (6,750) | 5,000 | |
Net cash provided by (used in) financing activities | 3,921 | (12,634) | |
Net increase in cash and cash equivalents | 10,531 | 13,532 | |
Cash and cash equivalents at beginning of year | 15,940 | [1] | 13,137 |
Cash and cash equivalents at end of period | 26,471 | [1] | 26,669 |
Supplemental non-cash investing and financing information: | |||
Property and equipment acquired on account | 282 | 59 | |
Property and equipment acquired through debt or capital lease financing | 6,997 | ||
Services purchased and financed with debt recorded in other current assets | 868 | ||
Landlord funded leasehold improvements | 1,671 | ||
Capitalized construction costs related to build-to-suit financing obligation | 3,927 | ||
Finance sale of interest in nonconsolidated affiliate with note receivable | 159 | ||
Cash paid for- | |||
Interest, net of related parties | 1,474 | 1,370 | |
Interest to related parties | 291 | 83 | |
Income tax | 1,202 | 1,915 | |
Cash received for- Income tax refund | 11 | ||
Accrued Unissued Share-Based Compensation | |||
Supplemental non-cash investing and financing information: | |||
Other significant noncash transaction, value of consideration given | 1,043 | 259 | |
Payment for Liabilities | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | $ 1,857 | 243 | |
Payment for Business Combination | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | 167 | ||
Fair value of assets acquired in business combinations, excluding cash | $ 271 | ||
[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 $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 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 | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
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 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 general acute care 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 21 lithotripsy service providers (i.e., kidney stone treatment) primarily located in the South-Central United States. Of these managed entities, the Company has minority ownership interests in the two hospitals, one cancer treatment center and 19 lithotripsy service providers. The Company consolidates the operations of 17 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 Securities and Exchange Commission (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. On August 14, 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year and permits early adoption on a limited basis. As a result of the deferral, ASU 2014-09 will be effective for the Company beginning January 1, 2018. Early adoption is permitted beginning January 1, 2017. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 refers to a population health management 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): September 30, December 31, Current assets: Cash and cash equivalents $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 15,230 Current liabilities: Accounts payable $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 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. For the three and nine months ended September 30, 2015, WNI-DFW contributed capitated revenue of $24.7 million and $71.8 million, respectively, and income before provision for income taxes of $2.0 million and $8.0 million (after elimination of intercompany transactions), respectively. For the three and nine months ended September 30, 2014, WNI-DFW contributed capitated revenue of $18.5 million and $47.4 million, respectively, and income before provision for income taxes of $1.7 million and $5.2 million, respectively (after elimination of intercompany transactions). 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 September 30, 2015 and December 31, 2014, the Company has recorded IBNR claims payable of $12.6 million and $11.4 million, respectively, which is included in other accrued liabilities. |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
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): September 30, 2015 December 31, 2014 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 50,409 46.40% $ 49,518 46.40% USMD Hospital at Fort Worth, L.P. 9,989 30.88% 9,956 30.88% Other 127 3%-34% 306 4%-34% $ 60,525 $ 59,780 At September 30, 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 Nine Months Ended 2015 2014 2015 2014 USMD Arlington: Revenue $ 24,953 $ 24,159 $ 71,376 $ 67,711 Income from operations $ 5,281 $ 5,212 $ 15,537 $ 15,009 Net income $ 4,327 $ 4,916 $ 13,536 $ 13,232 USMD Fort Worth: Revenue $ 6,255 $ 10,873 $ 17,761 $ 29,417 Income from operations $ 732 $ 3,064 $ 1,524 $ 7,449 Net income $ 588 $ 2,861 $ 1,092 $ 6,871 |
Patient Service Revenue
Patient Service Revenue | 9 Months Ended |
Sep. 30, 2015 | |
Health Care Organizations [Abstract] | |
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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Medicare $ 15,361 31.4 % $ 14,498 30.3 % $ 44,811 32.0 % $ 41,166 30.1 % Medicaid 76 0.2 350 0.7 522 0.4 1,084 0.8 Managed care and commercial payers 33,385 68.3 33,185 69.3 95,331 68.1 94,274 68.9 Self-pay 1,243 2.5 874 1.8 2,919 2.1 2,651 1.9 Patient service revenue before provision for doubtful accounts 50,065 102.4 48,907 102.1 143,583 102.5 139,175 101.7 Patient service revenue provision for doubtful accounts (1,161 ) (2.4 ) (1,013 ) (2.1 ) (3,499 ) (2.5 ) (2,276 ) (1.7 ) Net patient service revenue $ 48,904 100.0 % $ 47,894 100.0 % $ 140,084 100.0 % $ 136,899 100.0 % 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. At September 30, 2015 and December 31, 2014, the allowance for doubtful accounts was 7.2% and 7.8%, respectively, of accounts receivable. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Revenue Provision Write-offs, net of Balance at 2015 $ 2,100 3,499 (66 ) (3,313 ) $ 2,220 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets The components of amortizable intangible assets consist of the following (in thousands): September 30, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (883 ) $ 4,363 $ 5,246 $ (738 ) $ 4,508 Trade names 11,168 (9,239 ) 1,929 11,168 (8,845 ) 2,323 Customer relationships 767 (767 ) — 767 (596 ) 171 Noncompete agreements 12,547 (3,877 ) 8,670 12,547 (2,936 ) 9,611 $ 29,728 $ (14,766 ) $ 14,962 $ 29,728 $ (13,115 ) $ 16,613 For the three and nine months ended September 30, 2015, aggregate amortization expense of intangible assets totaled $0.5 million and $1.7 million, respectively. For the three and nine months ended September 30, 2014, aggregate amortization expense of intangible assets totaled $0.6 million and $9.9 million, respectively, including an $8.4 million impairment loss. Total estimated amortization expense for the Company’s intangible assets through the end of 2015 and during the four succeeding years is as follows (in thousands): October through December 2015 $ 493 2016 $ 1,974 2017 $ 1,972 2018 $ 1,972 2019 $ 1,665 |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Note 6 – Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): September 30, December 31, Accrued payables $ 2,798 $ 3,246 Accrued bonus 2,383 2,000 Other accrued liabilities 1,379 1,078 IBNR claims payable 12,589 11,379 Income taxes payable 506 670 $ 19,655 $ 18,373 |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
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): September 30, December 31, USMD Holdings, Inc.: Credit Agreement: Term Loan $ 6,750 $ 7,500 Revolving line of credit — — Convertible subordinated notes due 2019, net of unamortized discount of $2,516 and $2,978 at September 30, 2015 and December 31, 2014, respectively 21,826 21,364 Convertible subordinated notes due 2020 (including $700 related party notes) 5,050 — Subordinated related party notes payable 3,304 3,831 USMD Arlington related party advance, net of unamortized discount of $240 at September 30, 2015 14,760 — Other loans payable 984 212 Capital lease obligations 7,253 1,032 59,927 33,939 Consolidated lithotripsy entities: Notes payable 1,361 1,228 Capital lease obligations 922 1,294 2,283 2,522 Total long-term debt and capital lease obligations 62,210 36,461 Less: current portion (3,229 ) (3,323 ) Long-term debt and capital lease obligations, less current portion $ 58,981 $ 33,138 USMD Arlington Related Party Advance On September 18, 2015, the Company and the other partners of USMD Arlington amended the partnership agreement of USMD Arlington to allow for a one-time special distribution from USMD Arlington to the Company. USMD Arlington financed the special distribution with the proceeds of new debt issued by USMD Arlington in the original principal amount of $15,000,000, which USMD Arlington borrowed specifically for the purpose of funding the special distribution. The Company received proceeds from the special distribution of $14.8 million, net of lender fees. The Company has determined that the special distribution is, in substance, a debt arrangement (the “Advance”). The Advance accrues interest that is payable to USMD Arlington at the 30-Day London Interbank Offered Rate plus a margin of 2.85% (3.04% at September 30, 2015). In addition, the Company is required to pay the limited partners of USMD Arlington a pre-determined quarterly financing fee equal to 3.22% per annum of the scheduled outstanding balance at the end of each month. To the extent available, principal and interest payments due on the Advance will be withheld monthly from future USMD Arlington distributions otherwise due to the Company. If distributions to the Company withheld by USMD Arlington for any three month period ending in February, May, August or November during the debt term are less than principal and interest payments due for that three month period, the Company will make payments in amounts equal to the difference between amounts withheld from distributions and amounts due for that three month period. Subject to the preceding terms, principal payments of $312,500 are due monthly beginning December 31, 2016 and the debt matures November 28, 2020. If the Company fails to make payments due under the terms of the Advance, the Company’s ownership interest in USMD Arlington may be reduced and the ownership interest of the limited partners of USMD Arlington may be proportionally increased. In connection with the Advance, the Company incurred debt issuance costs of $43,000, which will be amortized through the maturity date using the effective interest method. Amendments to Credit Agreement On August 11, 2015 and September 18, 2015, respectively, the Company entered into Amendment No. 9 to Credit Agreement (“Amendment No. 9”) and Amendment No. 10 to Credit Agreement (“Amendment No. 10”) (collectively, the “Amendments”) with Southwest Bank, as administrative agent for the lenders (“Administrative Agent”), to amend that certain Credit Agreement dated August 31, 2012 (as previously amended, the “Credit Agreement”). Amendment No. 9 to Credit Agreement was effective June 30, 2015. Amendment No. 9 restructures the Company’s $6.75 million term loan facility (the “Term Loan”) and modifies certain financial covenants, among other provisions. Amendment No. 10 approves the Advance and modifies certain definitions, as needed, to reflect the Advance or to include or exclude the debt and debt services associated with such loan from the definitions relating to fixed charges, and the senior leverage ratio. The Amendments require the Company to fully cash collateralize the $6.75 million Term Loan, which is presented as restricted cash on the Company’s consolidated balance sheet. The cash held as collateral is held in a segregated account with the Administrative Agent. The account is governed by a deposit account control agreement executed in connection with Amendment No. 9 and bears interest at a rate of 0.55% per annum. The Company does not have the right to withdraw funds from such account without the prior written consent of the Administrative Agent. The Company may, however, prepay the Term Loan at any time, in whole or in part, with the cash held in the segregated account. Once the Term Loan was fully cash collateralized, the Company was no longer required to make scheduled principal payments on the Term Loan and the outstanding principal balance of the Term Loan will be due and payable at maturity. The Term Loan bears interest at a rate of 1.80% per annum. Amendment No. 10 requires the Company to meet a senior leverage ratio of no greater than 1.00:1.00 in order to borrow funds under the revolving credit facility and to pay down the borrowings under the revolving credit facility in the event its senior leverage ratio exceeds 1.00:1.00. Beginning on September 30, 2016, Amendment No. 9 requires the Company to maintain a fixed charge coverage ratio of at least 1.25:1.00. Both covenants are calculated on a rolling four quarter basis. However, not more than once during any period of four consecutive fiscal quarters, the Company is permitted to maintain compliance with its financial covenants if the fixed charge coverage ratio is at least 1.00:1.00 and the senior leverage ratio is no greater than 1.25:1.00. Under the Credit Agreement as revised by the Amendments, if the Term Loan is fully cash collateralized and there are no borrowings under the revolving credit facility, the fixed charge coverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2016, and the senior leverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2015. Convertible Subordinated Notes Due 2020 On April 29, 2015, the Company issued convertible subordinated notes in the aggregate principal amount of $1.55 million (the “2020-11 Convertible Notes”) to private investors. The 2020-11 Convertible Notes mature on November 1, 2020 and bear interest at a fixed 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 2020-11 Convertible Notes, in whole or in part, at any time after April 29, 2016 without penalty. Each noteholder will have the right at any time after April 29, 2016, prior to the payment in full of the 2020-11 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-11 Convertible 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 conversion option has no cash settlement provisions. The 2020-11 Convertible Notes are convertible into 146,086 common shares of the Company at a conversion price of $10.61 per share. Three members of the Company’s Board of Directors hold 2020-11 Convertible Notes totaling $0.7 million. Effective March 13, 2015, the Company issued convertible subordinated notes in the aggregate principal amount of $3.5 million (the “2020-09 Convertible Notes”) to private investors. The 2020-09 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 2020-09 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, prior to the payment in full of the 2020-09 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-09 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $11.10 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 2020-09 Convertible Notes are convertible into 315,315 common shares of the Company at a conversion price of $11.10 per share. The indebtedness represented by the convertible subordinated notes due in 2020 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 options embedded in the convertible subordinated notes due in 2020 and concluded that the options do not meet the criteria for bifurcation and separate accounting as a derivative as they are 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). Other Loans Payable Effective August 31, 2015, the Company entered into an arrangement to finance $0.5 million of its annual directors and officers insurance policy. The loan bears interest at a fixed rate of 3.53% and principal and interest payments are due monthly in eleven equal installments of $45,000 beginning September 30, 2015 until maturity in July 2016. In connection with the master lease arrangement described below, the Company financed $0.3 million of training and implementation services purchased from the equipment vendor. The financing arrangements were effective August 4, 2015 and have terms of 66, 55 and 44 months. Beginning March 2016, the financing arrangement requires aggregate minimum monthly payments of $7,000, which will reduce beginning in 2019 as the shorter term arrangements are paid off. The financing arrangements bear interest at fixed rates with a weighted average of 5.0%. From inception to the first payment date, interest charges will be added to the loan balance. In 2014, concurrent with a capital lease of medical equipment for the USMD Arlington Independent Diagnostic Testing Facility (“IDTF”), the Company financed $157,000 of training and implementation services purchased from the equipment vendor. In July 2015, concurrent with additions to the capital lease, $52,000 of additional services was added to the loan. The financing arrangement requires 25 quarterly principal and interest payments of $11,000 beginning September 30, 2015. The financing arrangements bear interest at fixed rates with a weighted average of 6.4%. From inception to the first payment date, interest charges were added to the loan balance. Capital Lease Obligations In connection with establishment of an IDTF at USMD Arlington, the Company entered into a master leasing arrangement with the financing subsidiary of an equipment vendor. Under this arrangement, the Company has entered into twelve leases for medical systems totaling $5.4 million. The leases have terms of 66, 55 and 44 months. Beginning at the lease commencement date, the 66 month leases require minimum monthly payments of $63,000, the 55 month lease requires minimum monthly payments of $8,000 and the 44 month leases require minimum monthly payments of $53,000. Effective with delivery and acceptance, the equipment leases commenced in August 2015. In July 2015, the Company entered into a capital lease to finance the acquisition of electronic health record software licenses totaling $1.0 million. The lease required an initial payment of $80,000 on July 7, 2015 followed by 35 monthly payments of $25,000 beginning August 7, 2015. In 2014, in connection with establishment of the USMD Arlington IDTF, the Company entered into a capital lease to finance the purchase of medical equipment totaling $0.6 million. In July 2015, the Company added $0.1 million of equipment to the capital lease. Payments are variable subject to a defined per-use minimum. The lease requires 25 minimum quarterly payments of $35,000 beginning September 30, 2015. From lease inception to the first payment date, interest was added to the capital lease balance. Consolidated Lithotripsy Entities – Notes Payable In May 2015, one of the Company’s consolidated lithotripsy partnerships acquired equipment totaling $0.5 million and executed a note payable to finance the full amount of the purchased equipment. The note bears interest at a fixed rate of 2.95% and principal and interest payments are due monthly in 60 equal installments of $8,513 until maturity in May 2020. The note is secured by the financed equipment. Long-Term Debt Maturities Maturities of the Company’s long-term debt at September 30, 2015, excluding unamortized debt discounts, are as follows (in thousands): October through December 2015 $ 445 2016 8,446 2017 5,766 2018 4,830 2019 28,342 Thereafter 8,962 Total $ 56,791 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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): September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value Term Loan $ 6,750 $ 6,750 $ 7,500 $ 7,500 Convertible subordinated notes due 2019 $ 21,826 $ 17,510 $ 21,364 $ 19,857 Convertible subordinated notes due 2020 $ 5,050 $ 4,218 $ — $ — Subordinated related party notes payable $ 3,304 $ 3,208 $ 3,831 $ 3,689 Consolidated lithotripsy entity notes payable $ 1,361 $ 1,360 $ 1,228 $ 1,228 Other loans payable $ 538 $ 537 $ 212 $ 213 At September 30, 2015 and December 31, 2014, the carrying value of the Company’s Term Loan approximates fair value due to recent amendment of the debt at September 30, 2015 and recent issuance of the debt at December 30, 2014. No events have occurred subsequent to issuance and amendment of the Term Loan to substantially impact the estimated borrowing rate applicable to the Term Loan. 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 estimated borrowing rates for similar subordinated debt or debt for which the Company could use to retire the existing debt. The recently issued convertible subordinated notes due 2020 have effective interest rates that are higher than the effective interest rates of the convertible subordinated notes due 2019. Consequently, beginning with the June 30, 2015 disclosure of fair value of the convertible subordinated notes due 2019, the estimated borrowing rate used in the calculation of fair value was increased commensurate with the borrowing rate of the convertible subordinated notes due 2020. The fair value of the embedded conversion option is valued using a Black-Scholes option pricing model. Quoted market prices are not available for the convertible subordinated notes. The Company estimates the fair value of its subordinated related party notes 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 loans payable by adjusting the discount factor of the obligations at the balance sheet date by the variance in borrowing rates between the issuance dates and balance sheet date (Level 2 fair value measurement). If the creditworthiness of an individual lithotripsy entity has significantly changed from the debt issuance date, management estimates the applicable borrowing rate based on the current facts and circumstances. Quoted market prices are not available for the Company’s long-term debt. |
Share-Based Payment
Share-Based Payment | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 September 30, 2015, the Company had 1.2 million shares available for grant under the Equity Compensation Plan. Stock Options On August 6, 2015, the Company granted options to purchase 100,000 shares of the Company’s common stock with a strike price of $8.21 per share. The options were granted pursuant to the Equity Compensation Plan and had a grant date fair value of $3.03 per share. Options for 20,000 shares vested on the grant date and the remaining options will vest at a rate of 20,000 shares per year on January 1 of each calendar year, beginning on January 1, 2016, until fully vested. The options expire on August 6, 2023. 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. Beginning with the second quarter of 2015, grant dates occur on the last day of each quarter for services rendered during that quarter. Previously, shares were granted on the last day of each month. Shares granted are fully vested, non-forfeitable and granted pursuant to the Equity Compensation Plan. For their services as directors during the three and nine months ended September 30, 2015, the Company granted to members of its Board of Directors an aggregate 21,316 and 53,050, respectively, shares of its common stock. The grant date fair value of the shares was $153,000 and $478,000, respectively, 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. On July 9, 2015, in payment of certain 2014 bonuses due to physicians and compensation deferred by certain physicians in the first quarter of 2015, the Company granted and issued 26,764 shares of its common stock to those physicians. The shares had a grant date fair value of $225,000 and were issued pursuant to the Company’s Equity Compensation Plan. On April 28, 2015 in payment of a portion 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 $785,000 and were issued pursuant to the Company’s Equity Compensation Plan. 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. For the three and nine months ended September 30, 2015, pursuant to the Company’s Salary Deferral Plan, the Company granted 32,093 and 63,504, respectively, shares of its common stock. The grant date fair value of the shares was $229,000 and $527,000, respectively, which is included in salaries, wages and employee benefits on the Company’s statement of operations. The shares were granted in payment of salary amounts deferred during the first and second quarters of 2015. 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 nine months ended September 30, 2015, the Company granted to the consultant 4,129 shares of common stock with a grant date fair value of $38,000. |
Earnings (loss) per Share
Earnings (loss) per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
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 Nine Months Ended 2015 2014 2015 2014 Numerator: Net loss attributable to USMD Holdings, Inc. - basic $ (3,541 ) $ (1,746 ) $ (10,311 ) $ (11,082 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — — — Net loss attributable to USMD Holdings, Inc. - diluted $ (3,541 ) $ (1,746 ) $ (10,311 ) $ (11,082 ) Denominator: Weighted-average common shares outstanding 10,454 10,177 10,353 10,151 Effect of potentially dilutive securities: Stock options — — — — Convertible subordinated notes due 2019 — — — — Convertible subordinated notes due 2020 — — — — Weighted-average common shares outstanding assuming dilution 10,454 10,177 10,353 10,151 Loss per share attributable to USMD Holdings, Inc.: Basic $ (0.34 ) $ (0.17 ) $ (1.00 ) $ (1.09 ) Diluted $ (0.34 ) $ (0.17 ) $ (1.00 ) $ (1.09 ) 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 Nine Months Ended 2015 2014 2015 2014 Stock options 966 802 966 802 Convertible subordinated notes due 2019 1,042 1,042 1,042 1,042 Convertible subordinated notes due 2020 461 — 461 — 2,469 1,844 2,469 1,844 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Financial Guarantees As of September 30, 2015, the Company had issued guarantees to third parties of the indebtedness and other obligations of certain of its current and one former nonconsolidated investees. Should the investees fail to pay the obligations due, the Company could be required to make payments totaling an aggregate of $24.9 million. The guarantees provide for recourse against the investee; however, generally, if the Company was required to perform under the guarantees, recovery of any amount from investees would be unlikely. Included in the guarantee amount above is the Company’s guarantee of 46.4% of the obligations of USMD Arlington that were incurred to finance the Advance to the Company. If the Company was required to perform under that guarantee or record a liability for that guarantee, its obligations under the Advance would likely decrease by an equal amount. The remaining terms of these guarantees range from 15 to 152 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 respective 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 Commitments In connection with arrangements to lease equipment for the new IDTF at USMD Arlington, the Company entered into service and maintenance agreements for the equipment. Future minimum payments due under these service agreements are as follows: October through December 2015 $ 52 2016 966 2017 846 2018 845 2019 846 Thereafter 819 Total $ 4,374 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 was reasonably assured of collection and recorded a note receivable in that amount. Upon collection of the $159,000 note receivable, the Company began recognizing gain on the sale as additional payments are received. For the nine months ended September 30, 2015, the Company had recognized an aggregate gain on the sale of $138,000, which is recorded in other gain on the Company’s consolidated statement of operations. 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 $0.2 million to $1.2 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 $3.0 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 September 30, 2015, the Company has not closed any transaction for which compensation is due to the investment banking firm. Build-to-Suit Lease For build-to-suit lease arrangements, the Company evaluates lease terms to assess whether, for accounting purposes, it should be the owner of the construction project. Under build-to-suit lease arrangements, to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease, the Company establishes assets and liabilities for the estimated construction costs of the shell facility. Improvements to the facility during the construction project are capitalized, and, to the extent funded by a tenant improvement allowance, the facility financing obligation is increased. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner for accounting purposes, the facilities are accounted for as financing obligations. Payments the Company makes under leases in which we are considered the owner of the facility are allocated to land rental expense, based on the relative values of the land and building at the commencement of construction, reductions of the facility financing obligation and interest expense recognized on the outstanding obligation. To the extent gross future payments do not equal the recorded liability, the liability is settled upon return of the facility to the lessor. Any difference between the book value of the assets and remaining facility obligation are recorded in other income (expense), net. For existing arrangements, the differences are expected to be immaterial. The Company has entered into an arrangement to lease the majority of medical office building space in a shell facility that was under construction at the date of lease inception. In addition to its normal tenant improvements, the Company is required to install the heating, ventilation and cooling equipment and systems for its leased portion of the building. The Company is also at risk for any construction cost overruns associated with these specific structural and tenant improvements. As a result, the Company concluded that for accounting purposes, it is the deemed owner of the building during the construction period. As of September 30, 2015, the landlord has incurred $3.9 million of construction costs, which the Company has recorded as construction in progress, with a corresponding build-to-suit construction financing obligation, which is recorded as a component of other long-term liabilities. The Company will continue to increase the asset and corresponding financing obligation as additional building costs are incurred by the landlord during the construction period. In addition, the amounts that the Company pays or incurs for normal tenant improvements and structural improvements are also being recorded to the construction-in-progress asset and financing obligation. Under the lease, after a five month rent abatement, the Company is required to pay an initial base rent of $36,000 per month, increasing 3% per year, as well as all its share of building operating expenses. The lease term expires March 31, 2026 and the Company has an option to extend the lease term for two consecutive terms of five years each. Operating Lease Commitments As part of its current initiatives, the Company has begun consolidating certain physician clinics into newly leased, larger clinic locations that more effectively centralize and align physicians and ancillary services. In connection with this initiative, the Company has entered into new leases and renewed existing leases of medical office building space. Generally, the Company enters into leases for existing medical office building space or for space in a completed building shell and then constructs normal tenant improvements to meet its needs, subject to landlord approval. The leases provide for tenant improvement allowances to fund the design and construction of the tenant improvements. The Company records improvements to the leased space as leasehold improvements, including the improvements funded by the landlord. Tenant improvement allowances funded by the landlord are also recorded to deferred rent and amortized as a reduction to rent expense over the term of the lease beginning at the asset in-service date. For the nine months ended September 30, 2015, the Company has recorded non-cash tenant improvement allowances of $1.7 million. Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): October through December 2015 $ 3,433 2016 13,285 2017 11,554 2018 10,650 2019 9,768 Thereafter 46,328 Total $ 95,018 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
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 accounts receivable from these entities are as follows (in thousands): Management and Other Services Revenue Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 USMD Arlington $ 2,772 $ 2,689 $ 8,163 $ 7,855 USMD Fort Worth 840 847 2,469 2,987 Other equity method investees 325 406 1,063 1,398 $ 3,937 $ 3,942 $ 11,695 $ 12,240 Accounts Receivable September 30, December 31, USMD Arlington $ 719 $ 472 USMD Fort Worth 342 300 Other equity method investees 146 230 $ 1,207 $ 1,002 One consolidated lithotripsy entity provides lithotripsy services to USMD Arlington and USMD Fort Worth. For the three months ended September 30, 2015 and 2014, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $0.6 million and $0.5 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $1.5 million and $1.6 million, respectively. At September 30, 2015 and December 31, 2014, the consolidated lithotripsy entity has accounts receivable from USMD Arlington and USMD Fort Worth of $0.3 million and $0.1 million, respectively. The Company leases medical office building space from USMD Arlington for certain of its physicians, its Arlington-based cancer treatment center and its IDTF. For the three months ended September 30, 2015 and 2014, the Company recognized rent expense related to USMD Arlington totaling $0.7 million and $0.5 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company recognized rent expense related to USMD Arlington totaling $1.3 million and $1.4 million, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Business Combination Effective October 1, 2015, the Company acquired certain assets of a five-physician general surgery practice and the physicians became employees of the Company. As consideration for the acquired practice, the Company paid $57,000 in cash and agreed to issue to the former owners of the acquired practice the number of shares of the Company’s common stock equal to $200,000 divided by the closing price of the stock on the date of issuance of the common stock. The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. Share-Based Payment On October 6, 2015, in payment of certain 2014 bonuses due to physicians and compensation deferred by certain physicians in the first and second quarters of 2015, the Company granted and issued 609,363 shares of its common stock to those physicians. The shares had a grant date fair value of $5.5 million and were issued pursuant to the Company’s Equity Compensation Plan. On October 6, 2015, in payment of Board of Directors’ compensation earned January 1, 2015 through June 30, 2015, the Company issued to members of the Company’s Board of Directors 31,734 previously granted shares of its common stock with an aggregate grant date fair value of $325,000. Amendment to Credit Agreement On November 13, 2015, the Company entered into Amendment No. 11 to Credit Agreement (the “Amendment”) with Southwest Bank, as administrative agent for the lenders, to amend, effective September 30, 2015, that certain Credit Agreement dated August 31, 2012 (as previously amended, the “Credit Agreement”). The Amendment increases the maximum amount of capital expenditures allowed under the Credit Agreement in 2015 from $6.0 million to $15.0 million. |
Description of Business, Basi20
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: USMD Holdings, Inc. (“USMD” or 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 general acute care 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 21 lithotripsy service providers (i.e., kidney stone treatment) primarily located in the South-Central United States. Of these managed entities, the Company has minority ownership interests in the two hospitals, one cancer treatment center and 19 lithotripsy service providers. The Company consolidates the operations of 17 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 Securities and Exchange Commission (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. On August 14, 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year and permits early adoption on a limited basis. As a result of the deferral, ASU 2014-09 will be effective for the Company beginning January 1, 2018. Early adoption is permitted beginning January 1, 2017. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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): September 30, December 31, Current assets: Cash and cash equivalents $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 15,230 Current liabilities: Accounts payable $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 15,023 |
Investments in Nonconsolidate22
Investments in Nonconsolidated Affiliates (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 50,409 46.40% $ 49,518 46.40% USMD Hospital at Fort Worth, L.P. 9,989 30.88% 9,956 30.88% Other 127 3%-34% 306 4%-34% $ 60,525 $ 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 Nine Months Ended 2015 2014 2015 2014 USMD Arlington: Revenue $ 24,953 $ 24,159 $ 71,376 $ 67,711 Income from operations $ 5,281 $ 5,212 $ 15,537 $ 15,009 Net income $ 4,327 $ 4,916 $ 13,536 $ 13,232 USMD Fort Worth: Revenue $ 6,255 $ 10,873 $ 17,761 $ 29,417 Income from operations $ 732 $ 3,064 $ 1,524 $ 7,449 Net income $ 588 $ 2,861 $ 1,092 $ 6,871 |
Patient Service Revenue (Tables
Patient Service Revenue (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Health Care Organizations [Abstract] | |
Patient Service Revenue | The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Medicare $ 15,361 31.4 % $ 14,498 30.3 % $ 44,811 32.0 % $ 41,166 30.1 % Medicaid 76 0.2 350 0.7 522 0.4 1,084 0.8 Managed care and commercial payers 33,385 68.3 33,185 69.3 95,331 68.1 94,274 68.9 Self-pay 1,243 2.5 874 1.8 2,919 2.1 2,651 1.9 Patient service revenue before provision for doubtful accounts 50,065 102.4 48,907 102.1 143,583 102.5 139,175 101.7 Patient service revenue provision for doubtful accounts (1,161 ) (2.4 ) (1,013 ) (2.1 ) (3,499 ) (2.5 ) (2,276 ) (1.7 ) Net patient service revenue $ 48,904 100.0 % $ 47,894 100.0 % $ 140,084 100.0 % $ 136,899 100.0 % |
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 Revenue Provision Write-offs, net of Balance at 2015 $ 2,100 3,499 (66 ) (3,313 ) $ 2,220 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Amortizable Intangible Assets | The components of amortizable intangible assets consist of the following (in thousands): September 30, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (883 ) $ 4,363 $ 5,246 $ (738 ) $ 4,508 Trade names 11,168 (9,239 ) 1,929 11,168 (8,845 ) 2,323 Customer relationships 767 (767 ) — 767 (596 ) 171 Noncompete agreements 12,547 (3,877 ) 8,670 12,547 (2,936 ) 9,611 $ 29,728 $ (14,766 ) $ 14,962 $ 29,728 $ (13,115 ) $ 16,613 |
Estimated Amortization Expense for Intangible Assets through End of 2015 and During Succeeding Four Years | Total estimated amortization expense for the Company’s intangible assets through the end of 2015 and during the four succeeding years is as follows (in thousands): October through December 2015 $ 493 2016 $ 1,974 2017 $ 1,972 2018 $ 1,972 2019 $ 1,665 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consist of the following (in thousands): September 30, December 31, Accrued payables $ 2,798 $ 3,246 Accrued bonus 2,383 2,000 Other accrued liabilities 1,379 1,078 IBNR claims payable 12,589 11,379 Income taxes payable 506 670 $ 19,655 $ 18,373 |
Long-Term Debt and Capital Le26
Long-Term Debt and Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Lease Obligations | Long-term debt and capital lease obligations consist of the following (in thousands): September 30, December 31, USMD Holdings, Inc.: Credit Agreement: Term Loan $ 6,750 $ 7,500 Revolving line of credit — — Convertible subordinated notes due 2019, net of unamortized discount of $2,516 and $2,978 at September 30, 2015 and December 31, 2014, respectively 21,826 21,364 Convertible subordinated notes due 2020 (including $700 related party notes) 5,050 — Subordinated related party notes payable 3,304 3,831 USMD Arlington related party advance, net of unamortized discount of $240 at September 30, 2015 14,760 — Other loans payable 984 212 Capital lease obligations 7,253 1,032 59,927 33,939 Consolidated lithotripsy entities: Notes payable 1,361 1,228 Capital lease obligations 922 1,294 2,283 2,522 Total long-term debt and capital lease obligations 62,210 36,461 Less: current portion (3,229 ) (3,323 ) Long-term debt and capital lease obligations, less current portion $ 58,981 $ 33,138 |
Maturities of Long-Term Debt | Maturities of the Company’s long-term debt at September 30, 2015, excluding unamortized debt discounts, are as follows (in thousands): October through December 2015 $ 445 2016 8,446 2017 5,766 2018 4,830 2019 28,342 Thereafter 8,962 Total $ 56,791 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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): September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value Term Loan $ 6,750 $ 6,750 $ 7,500 $ 7,500 Convertible subordinated notes due 2019 $ 21,826 $ 17,510 $ 21,364 $ 19,857 Convertible subordinated notes due 2020 $ 5,050 $ 4,218 $ — $ — Subordinated related party notes payable $ 3,304 $ 3,208 $ 3,831 $ 3,689 Consolidated lithotripsy entity notes payable $ 1,361 $ 1,360 $ 1,228 $ 1,228 Other loans payable $ 538 $ 537 $ 212 $ 213 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
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 Nine Months Ended 2015 2014 2015 2014 Numerator: Net loss attributable to USMD Holdings, Inc. - basic $ (3,541 ) $ (1,746 ) $ (10,311 ) $ (11,082 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — — — Net loss attributable to USMD Holdings, Inc. - diluted $ (3,541 ) $ (1,746 ) $ (10,311 ) $ (11,082 ) Denominator: Weighted-average common shares outstanding 10,454 10,177 10,353 10,151 Effect of potentially dilutive securities: Stock options — — — — Convertible subordinated notes due 2019 — — — — Convertible subordinated notes due 2020 — — — — Weighted-average common shares outstanding assuming dilution 10,454 10,177 10,353 10,151 Loss per share attributable to USMD Holdings, Inc.: Basic $ (0.34 ) $ (0.17 ) $ (1.00 ) $ (1.09 ) Diluted $ (0.34 ) $ (0.17 ) $ (1.00 ) $ (1.09 ) |
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 Nine Months Ended 2015 2014 2015 2014 Stock options 966 802 966 802 Convertible subordinated notes due 2019 1,042 1,042 1,042 1,042 Convertible subordinated notes due 2020 461 — 461 — 2,469 1,844 2,469 1,844 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Service Agreements | Future minimum payments due under these service agreements are as follows: October through December 2015 $ 52 2016 966 2017 846 2018 845 2019 846 Thereafter 819 Total $ 4,374 |
Schedule of Future Minimum Lease Commitments under Operating Leases | Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): October through December 2015 $ 3,433 2016 13,285 2017 11,554 2018 10,650 2019 9,768 Thereafter 46,328 Total $ 95,018 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Management and Other Services Revenue and Accounts Receivable | Management and other services revenue and accounts receivable from these entities are as follows (in thousands): Management and Other Services Revenue Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 USMD Arlington $ 2,772 $ 2,689 $ 8,163 $ 7,855 USMD Fort Worth 840 847 2,469 2,987 Other equity method investees 325 406 1,063 1,398 $ 3,937 $ 3,942 $ 11,695 $ 12,240 Accounts Receivable September 30, December 31, USMD Arlington $ 719 $ 472 USMD Fort Worth 342 300 Other equity method investees 146 230 $ 1,207 $ 1,002 |
Description of Business, Basi31
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015TreatmentCenterLabHospitalState | |
Accounting Policies [Abstract] | |
Providing management and operational services to number of general acute care hospitals | Hospital | 2 |
Number of cancer treatment center | 3 |
Number of states for cancer treatment | State | 3 |
Number of lithotripsy service providers | 21 |
Numbers of managed hospitals in which the Company has ownership interests | Hospital | 2 |
Number of cancer treatment centers in which Company has ownership interests | 1 |
Number of managed lithotripsy service centers in which Company has ownership interests | 19 |
Number of managed lithotripsy service centers in which company consolidates into its financial statement | 17 |
Number of wholly owned and operated clinical labs | Lab | 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 ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 26,471 | [1] | $ 15,940 | [1] | $ 26,669 | $ 13,137 | |
Accounts receivable | [1] | 28,761 | 24,673 | ||||
Total current assets | [1] | 71,259 | 53,464 | ||||
Current liabilities: | |||||||
Accounts payable | [2] | 10,810 | 7,708 | ||||
Other accrued liabilities | 1,379 | 1,078 | |||||
Total current liabilities | [2] | 55,405 | 43,826 | ||||
Variable Interest Entity, Primary Beneficiary | |||||||
Current assets: | |||||||
Cash and cash equivalents | 13,875 | 10,169 | |||||
Accounts receivable | 1,574 | 1,150 | |||||
Prepaid expenses | 99 | 61 | |||||
Deferred tax asset | 3,753 | 3,850 | |||||
Total current assets | 19,301 | 15,230 | |||||
Current liabilities: | |||||||
Accounts payable | 3,047 | 3,517 | |||||
Other accrued liabilities | 12,602 | 11,506 | |||||
Total current liabilities | $ 15,649 | $ 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 $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 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 $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 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 - Addi
Variable Interest Entity - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | |||||
Capitated revenue | $ 24,698 | $ 18,500 | $ 71,789 | $ 47,360 | |
Income before provision for income taxes | (1,666) | 258 | (7,113) | (9,088) | |
Accrued medical claims IBNR | 12,600 | 12,600 | $ 11,400 | ||
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Capitated revenue | 24,700 | 18,500 | 71,800 | 47,400 | |
Income before provision for income taxes | $ 2,000 | $ 1,700 | $ 8,000 | $ 5,200 |
Net Carrying Values and Ownersh
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | [1] | $ 60,525 | $ 59,780 |
USMD Hospital at Arlington, L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 50,409 | $ 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 | $ 9,989 | $ 9,956 | |
Percentage of wholly owned subsidiary | 30.88% | 30.88% | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 127 | $ 306 | |
Other | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of wholly owned subsidiary | 3.00% | 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 $ 13,875 $ 10,169 Accounts receivable 1,574 1,150 Prepaid expenses 99 61 Deferred tax asset 3,753 3,850 Total current assets $ 19,301 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Summarized Financial Informatio
Summarized Financial Information for Individually Significant Equity Method Investees (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
USMD Hospital at Arlington, L.P. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 24,953 | $ 24,159 | $ 71,376 | $ 67,711 |
Income from operations | 5,281 | 5,212 | 15,537 | 15,009 |
Net income | 4,327 | 4,916 | 13,536 | 13,232 |
USMD Hospital at Fort Worth, L.P. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 6,255 | 10,873 | 17,761 | 29,417 |
Income from operations | 732 | 3,064 | 1,524 | 7,449 |
Net income | $ 588 | $ 2,861 | $ 1,092 | $ 6,871 |
Patient Service Revenue (Detail
Patient Service Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||||
Health care organization patient service revenue one | $ 50,065 | $ 48,907 | $ 143,583 | $ 139,175 | ||
Patient service revenue provision for doubtful accounts, Amount | (1,161) | (1,013) | (3,499) | (2,276) | ||
Net patient service revenue, Amount | $ 48,904 | $ 47,894 | $ 140,084 | $ 136,899 | ||
Health care organization patient service revenue percentage | 102.40% | 102.10% | 102.50% | 101.70% | ||
Patient service revenue provision for doubtful accounts, percentage | (7.20%) | (7.80%) | (2.40%) | (2.10%) | (2.50%) | (1.70%) |
Net patient service revenue, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Medicare | ||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||||
Health care organization patient service revenue one | $ 15,361 | $ 14,498 | $ 44,811 | $ 41,166 | ||
Health care organization patient service revenue percentage | 31.40% | 30.30% | 32.00% | 30.10% | ||
Medicaid | ||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||||
Health care organization patient service revenue one | $ 76 | $ 350 | $ 522 | $ 1,084 | ||
Health care organization patient service revenue percentage | 0.20% | 0.70% | 0.40% | 0.80% | ||
Managed care and commercial payers | ||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||||
Health care organization patient service revenue one | $ 33,385 | $ 33,185 | $ 95,331 | $ 94,274 | ||
Health care organization patient service revenue percentage | 68.30% | 69.30% | 68.10% | 68.90% | ||
Self-pay | ||||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||||
Health care organization patient service revenue one | $ 1,243 | $ 874 | $ 2,919 | $ 2,651 | ||
Health care organization patient service revenue percentage | 2.50% | 1.80% | 2.10% | 1.90% |
Patient Service Revenue - Addit
Patient Service Revenue - Additional Information (Detail) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Health Care Organizations [Abstract] | ||||||
Allowance for doubtful accounts as a percentage of accounts receivable | 7.20% | 7.80% | 2.40% | 2.10% | 2.50% | 1.70% |
Summary of Accounts Receivable
Summary of Accounts Receivable Allowance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Health Care Organizations [Abstract] | ||||
Beginning balance | $ 2,100 | |||
Provision for Doubtful Accounts Related to Patient Service Revenue | $ 1,161 | $ 1,013 | 3,499 | $ 2,276 |
Provision for Doubtful Accounts | 53 | $ 138 | (66) | $ 186 |
Write-offs, net of Recoveries | (3,313) | |||
Ending balance | $ 2,220 | $ 2,220 |
Components of Amortizable Intan
Components of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29,728 | $ 29,728 |
Accumulated Amortization | (14,766) | (13,115) |
Net Carrying Amount | 14,962 | 16,613 |
Management agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,246 | 5,246 |
Accumulated Amortization | (883) | (738) |
Net Carrying Amount | 4,363 | 4,508 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,168 | 11,168 |
Accumulated Amortization | (9,239) | (8,845) |
Net Carrying Amount | 1,929 | 2,323 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 767 | 767 |
Accumulated Amortization | (767) | (596) |
Net Carrying Amount | 171 | |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,547 | 12,547 |
Accumulated Amortization | (3,877) | (2,936) |
Net Carrying Amount | $ 8,670 | $ 9,611 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.5 | $ 0.6 | $ 1.7 | $ 9.9 |
Impairment loss | $ 8.4 | $ 8.4 |
Estimated Amortization Expense
Estimated Amortization Expense for Intangible Assets through End of 2015 and During Succeeding Four Years (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
October through December 2015 | $ 493 |
2,016 | 1,974 |
2,017 | 1,972 |
2,018 | 1,972 |
2,019 | $ 1,665 |
Summary of Other Accrued Liabil
Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Other Accrued Liabilities | |||
Accrued payables | $ 2,798 | $ 3,246 | |
Accrued bonus | 2,383 | 2,000 | |
Other accrued liabilities | 1,379 | 1,078 | |
IBNR claims payable | 12,589 | 11,379 | |
Income taxes payable | 506 | 670 | |
Other accrued liabilities | [1] | $ 19,655 | $ 18,373 |
[1] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 3,047 $ 3,517 Other accrued liabilities 12,602 11,506 Total current liabilities $ 15,649 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Long-Term Debt and Capital Le43
Long-Term Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Long-term Debt Instruments | ||
Total long-term debt and capital lease obligations | $ 62,210 | $ 36,461 |
Less: current portion | (3,229) | (3,323) |
Long-term debt and capital lease obligations, less current portion | 58,981 | 33,138 |
Total long-term debt and capital lease obligations | 62,210 | 36,461 |
USMD Holdings | ||
Schedule of Long-term Debt Instruments | ||
Term Loan | 6,750 | 7,500 |
Other loans payable | 984 | 212 |
Revolving line of credit | 0 | 0 |
Capital lease obligations | 7,253 | 1,032 |
Subordinated related party notes payable | 3,304 | 3,831 |
Total long-term debt and capital lease obligations | 59,927 | 33,939 |
Total long-term debt and capital lease obligations | 59,927 | 33,939 |
USMD Holdings | USMD Hospital at Arlington, L.P. | ||
Schedule of Long-term Debt Instruments | ||
Related party advance | 14,760 | |
USMD Holdings | Convertible Subordinated Notes Due 2019 | ||
Schedule of Long-term Debt Instruments | ||
Convertible subordinated notes | 21,826 | 21,364 |
USMD Holdings | Convertible Subordinated Notes Due 2020 | ||
Schedule of Long-term Debt Instruments | ||
Convertible subordinated notes | 5,050 | |
Subordinated related party notes payable | 700 | |
Lithotripsy Entity | ||
Schedule of Long-term Debt Instruments | ||
Notes payable | 1,361 | 1,228 |
Capital lease obligations | 922 | 1,294 |
Total long-term debt and capital lease obligations | 2,283 | 2,522 |
Total long-term debt and capital lease obligations | $ 2,283 | $ 2,522 |
Long-Term Debt and Capital Le44
Long-Term Debt and Capital Lease Obligations (Parenthetical) (Detail) - USMD Holdings - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes payable to related party | $ 3,304 | $ 3,831 |
Convertible Subordinated Notes Due 2019 | ||
Debt Instrument [Line Items] | ||
Unamortized discount | 2,516 | $ 2,978 |
Convertible Subordinated Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Notes payable to related party | 700 | |
USMD Hospital at Arlington, L.P. | ||
Debt Instrument [Line Items] | ||
Unamortized discount | $ 240 |
Long-Term Debt and Capital Le45
Long-Term Debt and Capital Lease Obligations - Additional Information - USMD Arlington Related Party Advance (Detail) - USD ($) | Sep. 18, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Proceeds from the Advance | $ 4,350,000 | |
USMD Hospital at Arlington, L.P. | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 15,000,000 | |
Proceeds from the Advance | $ 14,800,000 | |
Debt instrument fixed rate | 3.04% | |
Principal payments | $ 312,500 | |
Principal payments beginning date | Dec. 31, 2016 | |
Debt maturity date | Nov. 28, 2020 | |
Debt issuance costs | $ 43,000 | |
USMD Hospital at Arlington, L.P. | Libor Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument variable rate term, description | 30-Day London Interbank Offered Rate plus a margin of 2.85% (3.04% at September 30, 2015). | |
Debt instrument variable rate term | 30 days | |
Debt instrument variable rate | 2.85% | |
Limited Partners of USMD Arlington | ||
Debt Instrument [Line Items] | ||
Quarterly financing fee percentage | 3.22% |
Long-Term Debt and Capital Le46
Long-Term Debt and Capital Lease Obligations - Additional Information - Amendments to Credit Agreement (Detail) - USD ($) $ in Thousands | Aug. 11, 2015 | Sep. 18, 2015 |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument senior leverage ratio | 100.00% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument senior leverage ratio | 100.00% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 6,750 | |
Cash collateral for borrowed securities | $ 6,750 | |
Interest rate on cash held as collateral | 0.55% | |
Loan interest at collateralized | 1.80% | |
Four Scheduled Quarterly | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument fixed charge coverage ratio | 125.00% | |
Four Scheduled Quarterly | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument senior leverage ratio | 100.00% | |
Quarterly | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument fixed charge coverage ratio | 100.00% | |
Quarterly | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument senior leverage ratio | 125.00% |
Long-Term Debt and Capital Le47
Long-Term Debt and Capital Lease Obligations - Additional Information - Convertible Subordinated Notes Due 2020 (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)shares$ / shares | Apr. 29, 2015USD ($) | Mar. 13, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, Carrying value | $ 56,791 | ||
2020-11 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 1,550 | ||
Debt instrument fixed interest rate | 7.25% | ||
Debt instrument maturity date | Nov. 1, 2020 | ||
Conversion price of common stock, per share | $ / shares | $ 10.61 | ||
Debt instrument, convertible, number of shares | shares | 146,086 | ||
2020-11 Convertible Notes | Three Members of Board of Directors | |||
Debt Instrument [Line Items] | |||
Debt instrument, Carrying value | $ 700 | ||
2020-09 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 3,500 | ||
Debt instrument fixed interest rate | 7.75% | ||
Debt instrument maturity date | Sep. 1, 2020 | ||
Conversion price of common stock, per share | $ / shares | $ 11.10 | ||
Debt instrument, convertible, number of shares | shares | 315,315 |
Long-Term Debt and Capital Le48
Long-Term Debt and Capital Lease Obligations - Additional Information - Other Loans Payable (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 868,000 | |||
Other Loans Payable, Financed Directors and Officers | ||||
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 500,000 | |||
Fixed interest rate | 3.53% | |||
Principal and interest payments | $ 45,000 | |||
Debt instrument, frequency of periodic payment | Eleven equal installments | |||
Debt instrument maturity period | 2016-07 | |||
Other Loans Payable, Financed Training | ||||
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 300,000 | |||
Principal and interest payments | $ 7,000 | |||
Debt instrument, frequency of periodic payment | Financing arrangements were effective August 4, 2015 and have terms of 66, 55 and 44 months. | |||
Debt instrument, weighted average interest rate | 5.00% | |||
Other Loans Payable, Financed Training | USMD Hospital at Arlington, L.P. | ||||
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 52,000 | $ 157,000 | ||
Principal and interest payments | $ 11,000 | |||
Debt instrument, frequency of periodic payment | 25 quarterly principal and interest payments | |||
Debt instrument, weighted average interest rate | 6.40% |
Long-Term Debt and Capital Le49
Long-Term Debt and Capital Lease Obligations - Additional Information - Capital Lease Obligations (Detail) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2015USD ($)Installment | Sep. 30, 2015USD ($)Installment | Dec. 31, 2014USD ($) | |
Equipment Leased | |||
Debt Instrument [Line Items] | |||
Equipment added to capital lease | $ 100,000 | $ 600,000 | |
Medical Systems Leasing Arrangement | Equipment Leased | |||
Debt Instrument [Line Items] | |||
Equipment added to capital lease | $ 5,400,000 | ||
Software Licenses | Equipment Leased | |||
Debt Instrument [Line Items] | |||
Equipment added to capital lease | $ 1,000,000 | ||
Capital Lease Obligations | |||
Debt Instrument [Line Items] | |||
Lease arrangement, required minimum monthly payment | $ 35,000 | ||
Debt instrument, frequency of periodic payment | 25 minimum quarterly | ||
Capital Lease Obligations | Medical Systems Leasing Arrangement | |||
Debt Instrument [Line Items] | |||
Number of leases | Installment | 12 | ||
USMD Arlington IDTF Master leasing arrangement | Beginning at the lease commencement date, the 66 month leases require minimum monthly payments of $63,000, the 55 month lease requires minimum monthly payments of $8,000 and the 44 month leases require minimum monthly payments of $53,000. | ||
Capital Lease Obligations | Medical Systems Leasing Arrangement | Lease Term of 66 Month | |||
Debt Instrument [Line Items] | |||
Lease arrangement, number of installments | Installment | 66 | ||
Lease arrangement, required minimum monthly payment | $ 63,000 | ||
Capital Lease Obligations | Medical Systems Leasing Arrangement | Lease Term of 55 Month | |||
Debt Instrument [Line Items] | |||
Lease arrangement, number of installments | Installment | 55 | ||
Lease arrangement, required minimum monthly payment | $ 8,000 | ||
Capital Lease Obligations | Medical Systems Leasing Arrangement | Lease Term of 44 Month | |||
Debt Instrument [Line Items] | |||
Lease arrangement, number of installments | Installment | 44 | ||
Lease arrangement, required minimum monthly payment | $ 53,000 | ||
Capital Lease Obligations | Software Licenses | |||
Debt Instrument [Line Items] | |||
Lease arrangement, number of installments | Installment | 35 | ||
Lease arrangement, required minimum monthly payment | $ 25,000 | ||
USMD Arlington IDTF Master leasing arrangement | The lease required an initial payment of $80,000 on July 7, 2015 followed by 35 monthly payments of $25,000 beginning August 7, 2015. | ||
Capital Lease initial payment | $ 80,000 |
Long-Term Debt and Capital Le50
Long-Term Debt and Capital Lease Obligations - Additional Information - Consolidated Lithotripsy Entities - Notes Payable (Detail) - Lithotripsy Partnership [Member] - Notes Payable, Other Payables Financed Equipment [Member] | 1 Months Ended | 9 Months Ended |
May. 31, 2015USD ($) | Sep. 30, 2015Installment | |
Debt Instrument [Line Items] | ||
Equipment added to capital lease | $ 500,000 | |
Fixed interest rate | 2.95% | |
Number of payments | Installment | 60 | |
Debt instrument, frequency of periodic payment | Principal and interest payments are due monthly in 60 equal installments | |
Principal and interest payments | $ 8,513 | |
Debt instrument payment terms | Principal and interest payments are due monthly in 60 equal installments of $8,513 until maturity in May 2020. | |
Debt instrument maturity date | May 13, 2020 |
Maturities of Long-Term Debt (D
Maturities of Long-Term Debt (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
October through December 2015 | $ 445 |
2,016 | 8,446 |
2,017 | 5,766 |
2,018 | 4,830 |
2,019 | 28,342 |
Thereafter | 8,962 |
Total | $ 56,791 |
Carrying Value and Estimated Fa
Carrying Value and Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | $ 6,750 | $ 7,500 |
Carrying Value | Convertible Subordinated Notes Due 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible subordinated notes | 21,826 | 21,364 |
Carrying Value | Convertible Subordinated Notes Due 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible subordinated notes | 5,050 | |
Carrying Value | Subordinated Related Party Notes Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Subordinated related party notes payable | 3,304 | 3,831 |
Carrying Value | Lithotripsy Entity | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Consolidated lithotripsy entity notes payable | 1,361 | 1,228 |
Carrying Value | Notes Payable, Other Payables | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other loans payable | 538 | 212 |
Fair Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 6,750 | 7,500 |
Fair Value | Convertible Subordinated Notes Due 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 17,510 | 19,857 |
Fair Value | Convertible Subordinated Notes Due 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 4,218 | |
Fair Value | Subordinated Related Party Notes Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 3,208 | 3,689 |
Fair Value | Lithotripsy Entity | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 1,360 | 1,228 |
Fair Value | Notes Payable, Other Payables | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | $ 537 | $ 213 |
Share-Based Payment - Additiona
Share-Based Payment - Additional Information (Detail) - USD ($) | Aug. 06, 2015 | Jul. 09, 2015 | Apr. 28, 2015 | Mar. 06, 2015 | Mar. 05, 2015 | Mar. 04, 2015 | Feb. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation, shares granted | 26,764 | 78,368 | |||||||
Share-based compensation, common stock granted at fair value | $ 225,000 | $ 785,000 | |||||||
Share-based compensation, common stock issued | 26,764 | 78,368 | |||||||
Share-based compensation, aggregate grant date fair value | $ 1,857,000 | ||||||||
Salary Deferral Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation, shares granted | 32,093 | 63,504 | |||||||
Share-based compensation, common stock granted at fair value | $ 150,000 | $ 229,000 | $ 527,000 | ||||||
Share-based compensation, common stock issued | 15,700 | ||||||||
Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options granted | 100,000 | ||||||||
Shares granted , strike price | $ 8.21 | ||||||||
Grant date fair value | $ 3.03 | ||||||||
Shares vested on grant date | 20,000 | ||||||||
Shares vesting per year | 20,000 | ||||||||
Options Expiration date | Aug. 6, 2023 | ||||||||
USMD Holdings | Equity Compensation Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock for issuance | 2,500,000 | 2,500,000 | |||||||
Holdings reserved shares for grant | 1,200,000 | 1,200,000 | |||||||
USMD Holdings | Senior Management | Equity Compensation Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation, shares granted | 40,311 | ||||||||
Share-based compensation, common stock granted at fair value | $ 549,000 | ||||||||
Share-based compensation, common stock issued | 40,311 | ||||||||
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 | 4,129 | ||||||||
Grant date fair value of shares granted to consultant in payment of service rendered | $ 38,000 | ||||||||
USMD Holdings | Board of Directors | Equity Compensation Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation, shares granted | 21,316 | 53,050 | |||||||
Share-based compensation, common stock granted at fair value | $ 153,000 | $ 478,000 | |||||||
Share-based compensation, common stock issued | 30,724 | ||||||||
Share-based compensation, aggregate grant date fair value | $ 273,000 |
Reconciliation of Numerators an
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 ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss attributable to USMD Holdings, Inc. - basic | $ (3,541) | $ (1,746) | $ (10,311) | $ (11,082) |
Interest on convertible notes, net of tax | 0 | 0 | 0 | 0 |
Net loss attributable to USMD Holdings, Inc. - diluted | $ (3,541) | $ (1,746) | $ (10,311) | $ (11,082) |
Denominator: | ||||
Weighted-average common shares outstanding | 10,454 | 10,177 | 10,353 | 10,151 |
Stock options | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 10,454 | 10,177 | 10,353 | 10,151 |
Loss per share attributable to USMD Holdings, Inc.: | ||||
Basic | $ (0.34) | $ (0.17) | $ (1) | $ (1.09) |
Diluted | $ (0.34) | $ (0.17) | $ (1) | $ (1.09) |
Convertible Subordinated Notes Due 2019 | ||||
Denominator: | ||||
Convertible subordinated notes | 0 | 0 | 0 | 0 |
Convertible Subordinated Notes Due 2020 | ||||
Denominator: | ||||
Convertible subordinated notes | 0 | 0 | 0 | 0 |
Potential Shares Excluded from
Potential Shares Excluded from Diluted Earnings (Loss) per share Calculation (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 2,469 | 1,844 | 2,469 | 1,844 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 966 | 802 | 966 | 802 |
Convertible Subordinated Notes Due 2019 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 1,042 | 1,042 | 1,042 | 1,042 |
Convertible Subordinated Notes Due 2020 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 461 | 461 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 9 Months Ended |
Jan. 31, 2015USD ($) | Sep. 30, 2015USD ($)Leases | |
Commitments and Contingencies Disclosure [Line Items] | ||
Maximum aggregate payments to pay the obligations due | $ 24,900,000 | |
Remaining terms of guarantees, description | The remaining terms of these guarantees range from 15 to 152 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 | |
Gain recognized on sale of subsidiary | $ 138,000 | |
Landlord funded leasehold improvements | 1,671,000 | |
Build To Suit Lease Arrangements [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Lease, construction costs | 3,900,000 | |
Initial base rent monthly payments | $ 36,000 | |
Percentage of increase in rent payments | 3.00% | |
Lease expiration date | Mar. 31, 2026 | |
Number of lease extension options | Leases | 2 | |
Term of lease under lease extension option one | 5 years | |
Term of lease under lease extension option two | 5 years | |
USMD Hospital at Arlington, L.P. | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Guarantee obligations percentage | 46.40% | |
Medical Negligence Lawsuits | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Estimate range of loss, minimum | $ 200,000 | |
Estimate range of loss, maximum | $ 1,200,000 | |
Minimum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Remaining terms of guarantees | 15 months | |
Financial transactions amounts | $ 1,000,000 | |
Maximum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Remaining terms of guarantees | 152 months | |
Financial transactions amounts | $ 3,000,000 |
Future Minimum Payments Under S
Future Minimum Payments Under Service Agreements (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Future Minimum Payments October through December 2015 | $ 52 |
Future Minimum Payments 2016 | 966 |
Future Minimum Payments 2017 | 846 |
Future Minimum Payments 2018 | 845 |
Future Minimum Payments 2019 | 846 |
Future Minimum Payments Thereafter | 819 |
Future Minimum Payments Total | $ 4,374 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments Under Operating Leases (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Lease Commitments October through December 2015 | $ 3,433 |
Minimum Lease Commitments 2016 | 13,285 |
Minimum Lease Commitments 2017 | 11,554 |
Minimum Lease Commitments 2018 | 10,650 |
Minimum Lease Commitments 2019 | 9,768 |
Minimum Lease Commitments Thereafter | 46,328 |
Minimum Lease Commitments Total | $ 95,018 |
Management and Other Services R
Management and Other Services Revenue and Accounts Receivable (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | $ 3,937 | $ 3,942 | $ 11,695 | $ 12,240 | |
Accounts Receivable | 1,207 | 1,207 | $ 1,002 | ||
USMD Hospital at Arlington, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 2,772 | 2,689 | 8,163 | 7,855 | |
Accounts Receivable | 719 | 719 | 472 | ||
USMD Hospital at Fort Worth, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 840 | 847 | 2,469 | 2,987 | |
Accounts Receivable | 342 | 342 | 300 | ||
Other | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 325 | $ 406 | 1,063 | $ 1,398 | |
Accounts Receivable | $ 146 | $ 146 | $ 230 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Lithotripsy revenue | $ 5,881 | $ 5,742 | $ 16,148 | $ 15,930 | |
Related party accounts receivable | 1,207 | 1,207 | $ 1,002 | ||
Rent expense | 5,184 | 4,105 | 13,348 | 11,780 | |
USMD Arlington and USMD Fort Worth | |||||
Related Party Transaction [Line Items] | |||||
Lithotripsy revenue | 600 | 500 | 1,500 | 1,600 | |
Related party accounts receivable | 300 | 300 | 100 | ||
USMD Hospital at Arlington, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Related party accounts receivable | 719 | 719 | $ 472 | ||
Rent expense | $ 700 | $ 500 | $ 1,300 | $ 1,400 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 13, 2015USD ($) | Oct. 06, 2015USD ($)shares | Oct. 01, 2015USD ($)Employee | Sep. 18, 2015USD ($) | Jul. 09, 2015USD ($)shares | Apr. 28, 2015USD ($)shares |
Subsequent Event [Line Items] | ||||||
Share-based compensation, common stock issued | shares | 26,764 | 78,368 | ||||
Share-based compensation, shares granted | shares | 26,764 | 78,368 | ||||
Share-based compensation, common stock granted at fair value | $ 225,000 | $ 785,000 | ||||
Maximum annual financing of capital expenditures | $ 6,000,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Share-based compensation, common stock issued | shares | 609,363 | |||||
Share-based compensation, shares granted | shares | 609,363 | |||||
Share-based compensation, common stock granted at fair value | $ 5,500,000 | |||||
Maximum annual financing of capital expenditures | $ 15,000,000 | |||||
Subsequent Event | Board of Directors | ||||||
Subsequent Event [Line Items] | ||||||
Share-based compensation, common stock issued | shares | 31,734 | |||||
Share-based compensation, common stock granted at fair value | $ 325,000 | |||||
Subsequent Event | Physician General Surgery Practice | ||||||
Subsequent Event [Line Items] | ||||||
Number of physicians | Employee | 5 | |||||
Cash consideration paid as consideration in business combination | $ 57,000 | |||||
Business combination consideration, payable in common stock | $ 200,000 |