Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 14, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | USMD | ||
Entity Registrant Name | USMD Holdings, Inc. | ||
Entity Central Index Key | 1,507,881 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 11,382,026 | ||
Entity Public Float | $ 12,101,681 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 29,593 | $ 15,940 |
Restricted cash | [1] | 9,727 | |
Accounts receivable, net of allowance for doubtful accounts of $2,920 and $2,100 at December 31, 2015 and 2014, respectively | [1] | 23,176 | 24,673 |
Inventories | [1] | 2,345 | 2,512 |
Deferred tax assets, net | [1] | 6,343 | 5,873 |
Prepaid expenses and other current assets | [1] | 5,086 | 4,466 |
Total current assets | [1] | 76,270 | 53,464 |
Property and equipment, net | [1] | 28,981 | 20,796 |
Investments in nonconsolidated affiliates | [1] | 68,851 | 59,780 |
Goodwill | [1] | 89,856 | 97,836 |
Intangible assets, net | [1] | 14,592 | 16,613 |
Other assets | [1] | 188 | 159 |
Total assets | [1] | 278,738 | 248,648 |
Current liabilities: | |||
Accounts payable | [2] | 7,614 | 7,708 |
Accrued payroll | [2] | 11,336 | 13,816 |
Other accrued liabilities | [2] | 21,388 | 18,373 |
Other current liabilities | [2] | 604 | 606 |
Current portion of long-term debt | [2] | 7,195 | 2,040 |
Current portion of related party long-term debt | [2] | 746 | |
Current portion of capital lease obligations | [2] | 1,486 | 537 |
Total current liabilities | [2] | 49,623 | 43,826 |
Other long-term liabilities | [2] | 10,120 | 1,888 |
Deferred compensation payable | [2] | 4,275 | 4,491 |
Long-term debt, less current portion | [2] | 26,799 | 28,264 |
Related party long-term debt, less current portion | [2] | 15,477 | 3,085 |
Capital lease obligations, less current portion | [2] | 6,049 | 1,789 |
Deferred tax liabilities, net | [2] | 15,281 | 20,127 |
Total liabilities | [2] | $ 127,624 | $ 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; 11,333,838 and 10,181,258 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 113 | $ 102 | |
Additional paid-in capital | 171,269 | 160,458 | |
Accumulated deficit | (20,366) | (18,750) | |
Accumulated other comprehensive loss | (2) | (2) | |
Total USMD Holdings, Inc. stockholders' equity | 151,014 | 141,808 | |
Noncontrolling interests in subsidiaries | 100 | 3,370 | |
Total equity | 151,114 | 145,178 | |
Total liabilities and equity | $ 278,738 | $ 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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 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 $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts receivable | $ 2,920 | $ 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 | 11,333,838 | 10,181,258 | |
Common stock, shares outstanding | 11,333,838 | 10,181,258 | |
Cash and cash equivalents | [1] | $ 29,593 | $ 15,940 |
Accounts receivable | [1] | 23,176 | 24,673 |
Total current assets | [1] | 76,270 | 53,464 |
Accounts payable | [2] | 7,614 | 7,708 |
Other accrued liabilities | [2] | 21,388 | 18,373 |
Total current liabilities | [2] | 49,623 | 43,826 |
Variable Interest Entity, Primary Beneficiary | |||
Cash and cash equivalents | 13,254 | 10,169 | |
Accounts receivable | 2,353 | 1,150 | |
Prepaid expenses | 22 | 61 | |
Deferred tax asset | 4,568 | 3,850 | |
Total current assets | 20,197 | 15,230 | |
Accounts payable | 2,517 | 3,517 | |
Other accrued liabilities | 14,141 | 11,506 | |
Total current liabilities | $ 16,658 | $ 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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 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 $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Patient service revenue | $ 193,030 | $ 187,424 |
Provision for doubtful accounts related to patient service revenue | (5,649) | (3,492) |
Net patient service revenue | 187,381 | 183,932 |
Capitated revenue | 95,822 | 66,544 |
Management and other services revenue | 20,866 | 22,721 |
Lithotripsy revenue | 21,084 | 21,568 |
Net operating revenue | 325,153 | 294,765 |
Operating expenses: | ||
Salaries, wages and employee benefits | 169,203 | 166,401 |
Medical services and supplies expense | 105,898 | 79,990 |
Rent expense | 18,064 | 15,869 |
Provision for doubtful accounts | (89) | 183 |
Other operating expenses | 39,747 | 32,685 |
Impairment of goodwill | 20,340 | |
Depreciation and amortization | 9,235 | 16,192 |
Total operating expenses | 342,058 | 331,660 |
Loss from operations | (16,905) | (36,895) |
Other income (expense): | ||
Interest expense, net | (3,535) | (2,885) |
Equity in income of nonconsolidated affiliates, net | 10,183 | 11,521 |
Other gain (loss), net | 18,327 | (171) |
Total other income, net | 24,975 | 8,465 |
Income (loss) before income taxes | 8,070 | (28,430) |
Provision (benefit) for income taxes | 82 | (5,544) |
Net income (loss) | 7,988 | (22,886) |
Less: net income attributable to noncontrolling interests | (9,604) | (9,514) |
Net income (loss) attributable to USMD Holdings, Inc. | $ (1,616) | $ (32,400) |
Earnings (loss) per share attributable to USMD Holdings, Inc. | ||
Basic | $ (0.15) | $ (3.19) |
Diluted | $ (0.15) | $ (3.19) |
Weighted average common shares outstanding | ||
Basic | 10,551 | 10,168 |
Diluted | 10,551 | 10,168 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 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, 2013 | $ 175,525 | $ 101 | $ 158,360 | $ (2) | $ 13,650 | $ 172,109 | $ 3,416 |
Beginning balance (in shares) at Dec. 31, 2013 | 10,121,000 | ||||||
Net income (loss) | (22,886) | (32,400) | (32,400) | 9,514 | |||
Share-based payment expense - stock options | 1,282 | 1,282 | 1,282 | ||||
Share-based payment expense - common stock issued | 407 | $ 1 | 406 | 407 | |||
Share-based payment expense - common stock issued (in shares) | 33,000 | ||||||
Common stock issued in business combinations | 167 | 167 | 167 | ||||
Common stock issued in business combinations (in shares) | 12,000 | ||||||
Common stock issued for payment of accrued liabilities | 243 | 243 | 243 | ||||
Common stock issued for payment of accrued liabilities (in shares) | 15,000 | ||||||
Capital contributions from noncontrolling shareholders | 191 | 191 | |||||
Distributions to noncontrolling shareholders | (9,751) | (9,751) | |||||
Ending balance at Dec. 31, 2014 | $ 145,178 | $ 102 | 160,458 | (2) | (18,750) | 141,808 | 3,370 |
Ending balance (in shares) at Dec. 31, 2014 | 10,181,258 | 10,181,000 | |||||
Net income (loss) | $ 7,988 | (1,616) | (1,616) | 9,604 | |||
Share-based payment expense - stock options | 1,023 | 1,023 | 1,023 | ||||
Share-based payment expense - common stock issued | 6,820 | $ 8 | 6,812 | 6,820 | |||
Share-based payment expense - common stock issued (in shares) | 838,000 | ||||||
Common stock issued for payment of 2014 accrued compensation | 2,979 | $ 3 | 2,976 | 2,979 | |||
Common stock issued for payment of 2014 accrued compensation (in shares) | 315,000 | ||||||
Sale of Lithotripsy Services business | (3,403) | (3,403) | |||||
Distributions to noncontrolling shareholders | (9,471) | (9,471) | |||||
Ending balance at Dec. 31, 2015 | $ 151,114 | $ 113 | $ 171,269 | $ (2) | $ (20,366) | $ 151,014 | $ 100 |
Ending balance (in shares) at Dec. 31, 2015 | 11,333,838 | 11,334,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Cash flows from operating activities: | ||||
Net income (loss) | $ 7,988 | $ (22,886) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Provision for doubtful accounts | 5,560 | 3,675 | ||
Depreciation and amortization | 9,235 | 16,192 | ||
Accretion of debt discount and amortization of debt issuance costs | 843 | 764 | ||
Loss on extinguishment of debt | 171 | |||
(Gain) loss on sale or disposal of assets, net | (21) | 209 | ||
Gain on sale of ownership interest in nonconsolidated affiliate | (252) | |||
Gain on sale of Lithotripsy Services business | (11,795) | |||
Gain on deconsolidation of partnership | (6,279) | |||
Impairment of goodwill | 20,340 | |||
Equity in income of nonconsolidated affiliates, net | (10,183) | (11,521) | ||
Distributions from nonconsolidated affiliates | 7,545 | 13,563 | ||
Share-based payment expense | 8,048 | 2,130 | ||
Deferred income tax benefit | (764) | (8,692) | ||
Change in operating assets and liabilities, net of effects of business combinations: | ||||
Accounts receivable | (6,994) | (4,303) | ||
Inventories | 167 | (894) | ||
Prepaid expenses and other assets | 281 | (1,122) | ||
Accounts payable | (233) | 5,140 | ||
Accrued and other current liabilities | 3,428 | 8,182 | ||
Other noncurrent liabilities | 2,219 | 253 | ||
Net cash provided by operating activities | 8,793 | 21,201 | ||
Cash flows from investing activities: | ||||
Cash paid for business combinations, net of cash acquired | (57) | (104) | ||
Proceeds from sale of Lithotripsy Services business, net of cash included in sale | 7,766 | |||
Decrease in cash due to deconsolidation of partnership | (23) | |||
Capital expenditures | (3,690) | (1,543) | ||
Payments received for the sale of ownership interests in nonconsolidated affiliates | 411 | |||
Proceeds from sale of property and equipment | 22 | 102 | ||
Net cash provided by (used in) investing activities | 4,429 | (1,545) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of long-term debt | 4,350 | 6,769 | ||
Proceeds from issuance of related party long-term debt | 15,457 | 254 | ||
Repayments of borrowings under revolving credit facility | (3,000) | |||
Payments on long-term debt and capital lease obligations | (2,389) | (15,915) | ||
Principal payments on related party long-term debt | (649) | (157) | ||
Payment of debt issuance costs | (117) | (244) | ||
Capital contributions from noncontrolling interests | 191 | |||
Distributions to noncontrolling interests | (9,471) | (9,751) | ||
Release (restriction) of restricted cash | (6,750) | 5,000 | ||
Net cash provided by (used in) financing activities | 431 | (16,853) | ||
Net increase in cash and cash equivalents | 13,653 | 2,803 | ||
Cash and cash equivalents at beginning of year | 15,940 | [1] | 13,137 | |
Cash and cash equivalents at end of year | [1] | 29,593 | 15,940 | |
Supplemental non-cash investing and financing information: | ||||
Property and equipment acquired on account | 205 | 68 | ||
Property and equipment acquired through debt or capital lease financing | 7,739 | 1,628 | ||
Services recorded in other current assets and financed with debt | 893 | |||
Landlord funded leasehold improvements | 1,671 | |||
Capitalized construction costs related to build-to-suit financing obligation | 4,371 | |||
Finance sale of interest in nonconsolidated affiliate with note receivable | 159 | |||
Cash paid for - | ||||
Interest, net of related parties | 1,963 | 1,778 | ||
Interest to related parties | 507 | 83 | ||
Income tax | 1,730 | 3,828 | ||
Cash received for - Income tax refund | 663 | 26 | ||
Accrued Unissued Share-Based Compensation | ||||
Supplemental non-cash investing and financing information: | ||||
Other significant noncash transaction, value of consideration given | 205 | 441 | ||
Payment for Liabilities | ||||
Supplemental non-cash investing and financing information: | ||||
Fair value of common stock issued | $ 2,979 | 243 | ||
Payment for Business Combination | ||||
Supplemental non-cash investing and financing information: | ||||
Fair value of common stock issued | $ 167 | |||
[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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Description of Business: USMD Holdings, Inc. (“USMD” or the “Company”) is an 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. Of these managed entities, the Company has noncontrolling ownership interests in the two hospitals and one cancer treatment center. In addition, the Company wholly owns and operates one Independent Diagnostic Testing Facility (“IDTF”), two clinical laboratories, one anatomical pathology laboratory and one cancer treatment center in the Dallas-Fort Worth, Texas metropolitan area. On December 18, 2015, as part of the Company’s strategic plan to build a fully integrated physician-led health system, the Company sold its lithotripsy services (“Lithotripsy Services”) business (see Note 3). The sale included the management services business as well as controlling and noncontrolling interests in the Company’s lithotripsy service provider entities. A noncontrolling interest in one lithotripsy service provider entity was retained. In its existing form, the lithotripsy business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company. Basis of Presentation: The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The 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 managing 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. Certain prior year amounts have been reclassified to conform to current year presentation. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Pronouncements | Note 2 – Summary of Significant Accounting Policies and Pronouncements Revenue Recognition Patient Service Revenue: To provide for patients’ accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the net patient service revenue and accounts receivable reported in the Company’s accompanying consolidated financial statements are recorded at the net amount expected to be received. Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs. Capitated Revenue: Management and Other Services Revenue: Lithotripsy Services Revenue: Physician Recruitment Agreements: USMD Physician Services records physician recruitment agreement payments received from hospitals for the benefit of employed physicians as deferred revenue and recognizes associated patient service revenue on a straight-line basis over the term of the commitment period. Upon an event of default, amounts due are reclassified to notes payable; however, historically, such amounts have not been material to the Company’s consolidated financial statements. For the years ended December 31, 2015 and 2014, the Company recognized $0.3 million and $0.7 million, respectively, of patient service revenue associated with physician recruitment agreements. At December 31, 2015 and 2014, the Company has on the consolidated balance sheet $0.2 million and $0.3 million, respectively, of deferred revenue associated with physician recruitment agreements included in other current liabilities and $0.1 million and $0.3 million, respectively, of deferred revenue associated with physician recruitment agreements included in other long-term liabilities. Concentrations and Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Deposits held with financial institutions often exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Accounts receivable are stated at net realizable value. The Company grants credit without requiring collateral from its non-patient customers, primarily area healthcare facilities. The Company grants credit without requiring collateral from its patients, most of whom are area residents and are insured under third-party payer agreements. The credit risk for non-governmental accounts receivable is limited due to the number of insurance companies and other payers that provide payment and reimbursement for patient services. Collection risks principally relate to self-pay patient accounts, including patient accounts for which the primary insurance payer has paid but patient responsibility amounts (generally deductibles, coinsurance and copayments) remain outstanding. The mix of gross patient and customer accounts receivable is as follows: December 31, 2015 2014 Government-related programs 46 % 33 % Managed care and commercial payers 51 54 Self-pay 3 4 Customer — 9 100 % 100 % Allowance for Doubtful Accounts The allowance for doubtful accounts is based on management’s assessment of the collectibility of patient and customer accounts. The Company regularly reviews this allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a patient’s or customer’s ability to pay. Uncollectible accounts are written off once collection efforts are exhausted. At December 31, 2015 and 2014, the allowance for doubtful accounts was 11.2% and 7.8%, respectively, of gross accounts receivable. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Provision Write- Balance at For the years ended December 31, 2015 $ 2,100 5,649 (89 ) (4,740 ) $ 2,920 2014 $ 1,758 3,492 183 (3,333 ) $ 2,100 If actual results are not consistent with the Company’s assumptions and judgments, it may be exposed to changes in the allowance for doubtful accounts that could be material. Changes in general economic conditions or payer mix, or trends in federal governmental and private employer healthcare coverage could affect the estimate of the allowance for doubtful accounts, collection of accounts receivable, or financial position, results of operations and cash flows of the Company. Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents consist primarily of bank deposit accounts. Restricted Cash Restricted cash includes cash that is legally restricted for withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances or funds held in escrow. Inventories Inventories consist primarily of pharmacy and medical supplies and are stated at lower of cost or market on a first-in, first-out basis. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation. Expenditures that increase capacities or extend useful lives are capitalized while routine maintenance and repairs are charged to operating expense as incurred. Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. Leasehold improvements and capitalized lease assets are amortized over the respective lease term used in determining the lease classification or the estimated useful life of the asset, whichever is shorter. When property is sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the consolidated statement of operations. The useful lives of assets acquired in business combinations are estimated based on the condition of the asset at its acquisition date and its normal useful life. Estimated useful lives of assets are as follows at December 31, 2015: Building 40 years Leasehold improvements 1-15 years Furniture and equipment 2-15 years Software 1-5 years Impairment of Long-Lived Assets and Finite-Lived Intangible Assets Long-lived assets include property and equipment and equity investments in nonconsolidated affiliates. The Company evaluates its long-lived assets and identifiable acquired intangible assets with finite useful lives for possible impairment whenever circumstances indicate that the carrying value of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. When evaluating long-lived assets for impairment, the Company compares the carrying value of the asset to the asset’s estimated fair value. An impairment loss is recognized when the carrying value of the asset or group of assets exceeds the respective fair value. Fair value of assets is estimated based on appraisals, established market values of comparable assets or internal estimates of undiscounted future cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. No impairment charges were recorded during the years ended December 31, 2015 or 2014. The Company amortizes the cost of intangible assets with finite useful lives over their respective estimated useful lives to their estimated residual value. At December 31, 2015, none of the Company’s finite-lived intangible assets had an estimated residual value. Goodwill and Other Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price and related costs over the fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill and indefinite-lived intangible assets are not subject to amortization but are tested for impairment on an annual basis, or more frequently if circumstances indicate a potential impairment. Such circumstances may include (1) a significant adverse change in legal factors or the business climate, (2) an adverse action or assessment by a regulator, or (3) other adverse changes in the assessment of future operations of a reporting unit. Goodwill is tested for impairment at a reporting unit level, which for the Company is one level below the operating segment level. The impairment test for goodwill uses a two-step approach. Step one compares the fair value of the reporting unit to which goodwill is assigned to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, a potential impairment is indicated and step two is performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities, including unrecognized intangible assets, of that reporting unit based on their fair values, similar to the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying value, goodwill is not impaired. To test impairment of acquired indefinite-lived intangible assets (trade names), the fair values are estimated and compared to their carrying values. The Company estimates the fair value of these intangible assets based on an income approach – relief from royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. The Company recognizes an impairment loss when the estimated fair value of the intangible asset is less than its carrying value. The Company performs its annual impairment tests of goodwill and indefinite-lived intangible assets as of December 31. Electronic Health Record Incentive Income The American Recovery and Reinvestment Act of 2009 (“ARRA”) provides for incentive payments under the Medicare program for certain hospitals and physician practices that demonstrate meaningful use of certified electronic health record (“EHR”) technology. These provisions of ARRA are intended to promote the adoption and meaningful use of interoperable health information technology and qualified EHR technology. The Company accounts for Medicare EHR incentive payments in accordance with ASC 450-30, “Gain Contingencies.” The Company recognizes a gain for EHR incentive payments when its participating physicians have demonstrated meaningful use of certified EHR technology for the applicable period. Once the physicians have demonstrated meaningful use of certified EHR technology for the applicable period, no further contingencies exist as related to the Medicare EHR incentives for physicians. However, individual payment amounts are subject to audit by the administrative contractor and the auditor’s final determination of amounts earned could differ from amounts recorded. For the years ended December 31, 2015 and 2014, the Company recognized $0.0 million and $1.2 million of EHR incentive income, which is included in other operating expenses on the consolidated statements of operations. Share-Based Payments Share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their estimated grant-date fair value. Share-based payments are generally amortized on a straight-line basis over the requisite service period; however, where the portion of the grant-date value of the award that is vested exceeds straight-line amortization, the vested portion is recognized. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s policy is to record interest and penalties related to income tax matters, net of any applicable related income tax benefit, as a component of income tax expense. Items required by tax regulations to be included in the tax return may differ from the items reflected in the financial statements. As a result, the effective tax rate reflected in the financial statements may be different than the actual rate applied on the tax return. Some of these differences are permanent such as expenses that are not deductible in the Company’s tax return, and some differences are temporary, reversing over time, such as valuation reserves. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in future years for which the Company has already recorded the tax benefit in the Company’s income statement. Deferred tax liabilities generally represent tax expense recognized in the Company’s financial statements for which payment has been deferred, or expenditures for which the Company has already taken a deduction in the Company’s tax return but have not yet been recognized in the Company’s financial statements. The application of GAAP requires the Company to evaluate the recoverability of the Company’s deferred tax assets and establish a valuation allowance if necessary to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, the Company may consider many factors, including: (1) the nature of the deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) taxable income in prior carryback years as well as projected taxable earnings exclusive of reversing temporary differences and carryforwards; (4) the length of time that carryovers can be utilized in the various taxing jurisdictions; (5) any unique tax rules that would impact the utilization of the deferred tax assets; and (6) any tax planning strategies that the Company would employ to avoid a tax benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets will be realized. Deferred tax assets are reduced by a valuation allowance when, based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, management determines it is more likely than not that all or a portion of the deferred tax assets will not be realized. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on tax returns. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition. The Company determines whether it is more likely than not, based upon the technical merits, that a tax position will be sustained on audit, including resolution of related appeals or litigation processes. If the tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. The Company measures the tax position as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority that has full knowledge of all relevant information. This measurement considers the amounts and probabilities of the outcomes that could be realized upon the ultimate settlement using the facts, circumstances, and information available at the reporting date. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. The determination and evaluation of the Company’s provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. While the Company believes it has adequately provided for its income tax receivables or liabilities and deferred tax assets or liabilities in accordance with applicable income tax guidance, adverse determinations by taxing authorities or changes in tax laws and regulations could have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. The Company’s liability for income taxes includes the liability for unrecognized tax benefits, including interest and penalties that relate to tax years still subject to review by the Internal Revenue Service or other taxing jurisdictions. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years that produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. Fair Value Measurements Fair value is the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. Preference is given to observable inputs. The basis for these assumptions establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 • Level 2 • Level 3 Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows: • Market approach • Cost approach • Income approach Investments in Nonconsolidated Affiliates Investments in entities the Company does not control but in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee are accounted for under the equity method of accounting. Equity method investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investee’s net income or loss after the date of investment, additional contributions made, dividends or distributions received, and impairment losses resulting from adjustments to net realizable value. The Company records equity method losses in excess of the carrying amount of an investment when the Company guarantees obligations or is otherwise committed to provide further financial support to the affiliate. The Company regularly monitors and evaluates the fair value of its equity method investments. If events and circumstances indicate that a decline in the fair value of these assets has occurred and is other than temporary, the Company will adjust investments in nonconsolidated affiliates in the consolidated balance sheet. The Company’s equity investments do not have a readily determinable fair value as none of them are publicly traded. The fair values of the Company’s private equity investments are primarily determined by discounting the estimated future cash flows of each entity. These cash flow estimates include assumptions on growth rates, discount rates and terminal values (Level 3 fair value measurement). Noncontrolling Interests in Subsidiaries The Company’s consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows of less-than-100%-owned affiliates that the Company controls. Accordingly, the Company has recorded noncontrolling interests in the earnings and equity of such entities. The Company records adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interests’ holders are entitled based upon the portion of the subsidiaries they own. Contributions from and distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interests holders’ balance. At December 31, 2015, the Company consolidated the assets, liabilities, revenues and expenses of one VIE in which it has a controlling financial interest. At December 31, 2014, the Company consolidated the assets, liabilities, revenues and expenses of 18 less-than-100%-owned lithotripsy entities that it controls and one VIE in which it has a controlling financial interest. Segment Reporting GAAP defines operating segments as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance and allocates resources at the integrated health system level. Accordingly, the Company has one operating segment for segment reporting purposes. Advertising Expense The Company expenses all advertising costs when incurred. For the years ended December 31, 2015 and 2014, the Company incurred advertising expense of $0.6 million and $0.4 million, respectively. Advertising expense is included in other operating expenses in the accompanying consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include net patient service revenue, the allowance for doubtful accounts, incurred but not reported (“IBNR”) medical claims, certain assumptions used in valuations and impairment analyses, depreciable lives of assets, fair value of stock options, the income tax provision and contingency and litigation reserves. While management believes current estimates are reasonable and appropriate, the Company cannot predict future events and their effects with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as better data becomes available, as additional information is obtained, and as facts and circumstances change. The Company evaluates and updates assumptions and estimates on an ongoing basis and may employ outside experts to assist in evaluations, as considered necessary. Actual results could differ materially from estimates. Recently Issued or Adopted Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). Among other provisions and in addition to expanded disclosures, ASU 2014-08 changes the definition of what components of an entity qualify for discontinued operations treatment and reporting from a reportable segment, operating segment, reporting unit, subsidiary or asset group to only those components of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, ASU 2014-08 requires disclosure about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, including the pretax profit or loss attributable to the component of an entity for the period in which it is disposed or is classified as held for sale. This disclosure is required for all of the same periods that are presented in the entity’s results of operations for the period. The provisions of ASU 2014-08 are effective prospectively for all disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years. The Company adopted ASU 2014-08 effective January 1, 2015. The Company applied ASU 2014-08 when considering whether the sale of its Lithotripsy Services business was a discontinued operation. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 changes the analysis that a company must perform to determine whether it should consolidate certain legal entities. All legal entities are subject to reevaluation under the updated guidance. ASU 2015-02 eliminates the presumption that a general partner should consolidate a limited partnership, eliminates the consolidation model specific to limited partnerships, modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities and affects the evaluation of fee arrangements in the VIE primary beneficiary determination. ASU 2015-02 is effective for reporting periods beginning after December 15, 2015 and for interim periods within the fiscal year. The Company adopted ASU 2015-02 effective January 1, 2016. As a result of the adoption of ASU 2015-02, certain limited partnerships and limited liability companies in which the Company has investments in are now considered to be VIEs. The Company has evaluated the entities under ASU 2015-02 and concluded that it does not have a controlling financial interest in the entities and, therefore, does not consolidate the entities. However, beginning with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2016, the Company will make additional VIE disclosures associated with these entities. In April 2015, the FASB issued 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 were 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. The provisions of ASU 2015-03 must be applied on a retrospective basis. The Company adopted ASU 2015-03 effective January 1, 2016. Adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, ASU 2015-16 requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The Company adopted ASU 2015-16 effective January 1, 2016. Adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax assets and liabilities to be netted and presented as a single noncurrent amount in the balance sheet, rather than separating them into current and noncurrent amounts. ASU 2015-17 is effective for or annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. Management is currently evaluating the impact that adoption of ASU 2016-02 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 retrospect |
Sale of Lithotripsy Services Bu
Sale of Lithotripsy Services Business | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Lithotripsy Services Business | Note 3 – Sale of Lithotripsy Services Business On December 18, 2015, in line with the Company’s strategic plan to build an integrated physician-led health system, the Company sold its Lithotripsy Services business. The Lithotripsy Services business was engaged in the formation, promotion and management of partnerships and other entities that provide the technical portion of lithotripsy procedures to hospitals, surgery centers, physician practices and other healthcare facilities. At the time of the sale, the Lithotripsy Services business provided management and/or operational services to 21 lithotripsy service providers located primarily in the South Central United States. Of those managed entities, the Lithotripsy Services business had minority ownership interests in 19 of the lithotripsy service providers. In addition, the Lithotripsy Services business wholly owned and operated two lithotripsy service providers in North Texas. The sale included the management services business as well as controlling and noncontrolling interests in the Company’s lithotripsy service provider entities. The Company retained a noncontrolling interest in one lithotripsy service provider entity. Except as noted in the preceding sentence, all ownership interests in and held by the Company were sold. As a result of the sale, the Company no longer provides management or operational services to or serves as the general partner of any lithotripsy service provider. In its existing form, the Lithotripsy Services business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company. The Lithotripsy Services business was sold for $19.8 million in cash subject to working capital and other adjustments and before purchase price adjustments for indebtedness and transaction costs. The Company received proceeds of $9.3 million after adjustments for indebtedness, transaction costs and amounts placed into escrow. At December 31, 2015, $3.0 million remains in escrow to satisfy indemnification obligations, which is recorded as restricted cash on the Company’s consolidated balance sheet. The Company anticipates resolving working capital true-ups in April 2016. The Company recorded a gain on sale of the Lithotripsy Services business of $11.8 million, which is recorded in other gain (loss), net on the consolidated statement of operations, less income tax of $4.1 million. For the years ended December 31, 2015 and 2014, the pre-tax profit of the Lithotripsy Services business was $14.9 million and $15.5 million, respectively, inclusive of amounts attributable to noncontrolling interests. For the years ended December 31, 2015 and 2014, the pre-tax profit of the Lithotripsy Services business attributable to USMD Holdings, Inc. was $3.8 million and $4.4 million, respectively. Included in the sale of the Lithotripsy Services business was the sale of a controlling interest in one previously wholly owned, consolidated lithotripsy partnership. The Company retained a limited partnership interest in this partnership. As a result of the sale, the Company deconsolidated the partnership and began accounting for its remaining investment using the equity method. The Company recorded a non-cash gain on deconsolidation of the partnership of $6.3 million, less income tax of $2.2 million, related to the remeasurement of the retained investment to its fair value at the date of sale of the controlling interest. The pre-tax gain is included in other gain (loss), net on the consolidated statement of operations. Effective on the date of deconsolidation, as an equity method investee, the partnership will be considered a related party. Except for its limited partner interest, the Company has no continuing involvement with the partnership. The partnership does provide lithotripsy services to two equity method investees of the Company. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Note 4 – Variable Interest Entity The Company is an equal co-member of a Texas non-profit corporation that has been approved by the Texas Medical Board as a Certified Non-Profit Health Organization (WNI-DFW). WNI-DFW has a contractual arrangement to manage patient care by providing or arranging for the provision of all the necessary healthcare services for a health plan’s given Medicare Advantage patient population in the North Texas area served by WNI-DFW. Pursuant to the arrangement, WNI-DFW receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which an entity receives from the third party payer a fixed payment per member per month for a defined patient population, and the entity is then responsible for arranging and/or providing all of the healthcare services required by that patient population. The entity accomplishes this by managing patient care and by contracting with healthcare providers to provide needed healthcare services for the patient population. In such a model, the contracting entity is then responsible for incurring or paying for the cost of healthcare services required by that patient population. The entity generates a net surplus if the cost of all healthcare services provided to the patient population is less than the payments received from the third party payer and it generates a net deficit if the cost of such services is higher than the payments received. WNI-DFW commenced operations on June 1, 2013. 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 WNI-DFW and, thus, is WNI-DFW’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 to USMD Physician Services the power 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 of WNI-DFW, the management of that population’s healthcare needs, and the provision of required healthcare services to those patients. The Company has concluded that the success or failure of USMD Physician Services in conducting these activities will most significantly impact the economic performance of WNI-DFW. In addition, the Company’s variable interests in WNI-DFW obligate the Company to absorb deficits and provide it with the right to receive benefits that could potentially be significant to WNI-DFW. As a result of this analysis, the Company concluded that it is the primary beneficiary of WNI-DFW and therefore consolidates the balance sheets, results of operations and cash flows of WNI-DFW. The Company performs a qualitative assessment of WNI-DFW on an ongoing basis to determine if it continues to be the primary beneficiary. The following table summarizes the carrying amount of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): December 31, 2015 2014 Current assets: Cash and cash equivalents $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 Current liabilities: Accounts payable $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 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. Pursuant to such a notification, in January 2014, the Company advanced WNI-DFW $0.7 million. The results of operations and cash flows of WNI-DFW are included in the Company’s consolidated financial statements. For the years ended December 31, 2015 and 2014, WNI-DFW contributed capitated revenue of $95.8 million and $66.5 million, respectively, and income before provision for income taxes of $13.2 million and $7.0 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 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 December 31, 2015 and 2014, the Company has recorded IBNR claims payable of $13.8 million and $11.4 million, respectively, which is included in other accrued liabilities. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Note 5 – Business Combinations 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 either 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 or pay the former owners $200,000. At December 31, 2015, this amount is recorded in other accrued liabilities on the Company’s consolidated balance sheet. The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. The Company recorded noncompete agreement intangible assets totaling $84,000 with an amortization period of ten years and a $44,000 trade name intangible asset with an amortization period of 44 months. In February, March and August, 2014, the Company acquired four small physician practices, and the physicians became employees or contractors of the Company. As consideration for the acquired practices, the Company paid $104,000 in cash and issued to the former owners of the acquired practices 12,385 shares of the Company’s common stock with an estimated fair value of $167,000. The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. The Company recorded noncompete agreement intangible assets totaling $20,536 with a weighted-average amortization period of 3.1 years. The following table summarizes the estimated fair values of assets acquired at the business combination dates. No liabilities were assumed in the transactions. 2015 2014 Inventories $ — $ 38,022 Property and equipment 115,947 212,565 Other assets – noncurrent 12,613 — Identifiable intangible assets – noncompete agreements 84,245 20,536 Identifiable intangible assets – trade name 44,000 — Assets acquired $ 256,805 $ 271,123 |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Nonconsolidated Affiliates | Note 6 – 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): December 31, 2015 December 31, 2014 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 51,872 46.40% $ 49,518 46.40% USMD Hospital at Fort Worth, L.P. 10,277 30.88% 9,956 30.88% Other 6,702 10%-60% 306 4%-34% $ 68,851 $ 59,780 In connection with the sale of the Lithotripsy Services business, USMD retained a 60% noncontrolling limited partner interest in one previously wholly owned lithotripsy partnership. That partnership was deconsolidated at the sale date and the equity method investment was recorded at its $6.6 million estimated fair value. Other At December 31, 2015, the carrying values of the Company’s investments in USMD Hospital at Arlington, L.P. (“USMD Arlington”) and USMD Hospital at Fort Worth, L.P. (“USMD Fort Worth”) are greater than the Company’s equity in the underlying net assets of the hospitals by $40.9 million due to recording ownership interests at fair value in connection with the acquisition of hospital partnership interests in September 2013, the business combination on August 31, 2012 and deconsolidation of the hospitals from the Company’s consolidated financial statements in March 2010, net of impairment. Summarized combined financial information for the Company’s nonconsolidated affiliates accounted for under the equity method is included in the table that follows (in thousands). For entities that were accounted for under the equity method during 2015 and were sold prior to December 31, 2015, summarized financial information is not included in the 2015 data. December 31, 2015 2014 Current assets $ 32,760 $ 33,298 Noncurrent assets $ 92,844 $ 78,835 Current liabilities $ 17,449 $ 16,885 Noncurrent liabilities $ 57,146 $ 48,839 Years Ended 2015 2014 Revenue $ 129,747 $ 143,952 Operating income $ 28,397 $ 35,807 Income from continuing operations $ 25,955 $ 32,074 Net income $ 25,955 $ 32,074 At December 31, 2015 and 2014, USMD Arlington and USMD Forth 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 included in the summarized information above and is as follows individually (in thousands): USMD Arlington USMD Fort Worth December 31, 2015 2014 2015 2014 Current assets $ 24,536 $ 22,853 $ 6,116 $ 6,828 Noncurrent assets $ 74,211 $ 54,992 $ 16,821 $ 16,812 Current liabilities $ 12,507 $ 9,698 $ 3,839 $ 4,068 Noncurrent liabilities $ 48,123 $ 35,309 $ 7,513 $ 9,108 Years Ended December 31, 2015 2014 2015 2014 Revenue $ 99,167 $ 93,486 $ 24,499 $ 36,634 Operating income $ 22,287 $ 21,878 $ 2,672 $ 8,721 Income from continuing operations $ 20,183 $ 19,301 $ 2,045 $ 7,953 Net income $ 20,183 $ 19,301 $ 2,045 $ 7,953 |
Patient Service Revenue
Patient Service Revenue | 12 Months Ended |
Dec. 31, 2015 | |
Health Care Organizations [Abstract] | |
Patient Service Revenue | Note 7 – Patient Service Revenue The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): Years Ended December 31, 2015 2014 Amount Ratio of Net Amount Ratio of Net Medicare $ 59,472 31.7 % $ 56,091 30.5 % Medicaid 497 0.3 1,346 0.7 Managed care and commercial payers 128,861 68.8 126,362 68.7 Self-pay 4,200 2.2 3,625 2.0 Patient service revenue before provision for doubtful accounts 193,030 103.0 187,424 101.9 Patient service revenue provision for doubtful accounts (5,649 ) (3.0 ) (3,492 ) (1.9 ) Net patient service revenue $ 187,381 100.0 % $ 183,932 100.0 % |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 8 – Property and Equipment Property and equipment consist of the following (in thousands): December 31, 2015 2014 Building under build-to-suit lease $ 4,371 $ — Leasehold improvements 16,710 12,925 Furniture and equipment 21,799 23,764 Software 4,790 3,426 Gross property and equipment 47,670 40,115 Less: accumulated depreciation and amortization (18,689 ) (19,319 ) Property and equipment, net $ 28,981 $ 20,796 The building value of $4.4 million in the above table represents the estimated fair market value of a building under a build-to-suit lease of which the Company is the “deemed owner” for accounting purposes only. See “Note 17—Commitments and Contingencies.” For the years ended December 31, 2015 and 2014, property and equipment depreciation and amortization expense was $7.1 million and $5.8 million, respectively. Assets recorded under capital lease arrangements included in property and equipment consist of the following (in thousands): December 31, 2015 2014 Furniture and equipment $ 7,819 $ 3,419 Less: accumulated amortization (691 ) (1,183 ) Net assets recorded under capital leases $ 7,128 $ 2,236 Amortization expense pertaining to property and equipment under capital lease arrangements is included with depreciation and amortization expense in the consolidated statements of operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 – Goodwill and Other Intangible Assets Goodwill The following table sets forth the goodwill activity for each of the Company’s reporting units during the years ended December 31, 2015 and 2014 (in thousands): Physician Cancer Lithotripsy Total Balance at January 1, 2014: Goodwill $ 60,418 $ 54,330 $ 6,837 $ 121,585 Accumulated impairment losses — — (3,409 ) (3,409 ) 60,418 54,330 3,428 118,176 Impairment charge — (20,340 ) — (20,340 ) Balance at December 31, 2014: Goodwill 60,418 54,330 6,837 121,585 Accumulated impairment losses — (20,340 ) (3,409 ) (23,749 ) 60,418 33,990 3,428 97,836 Sale of Lithotripsy Services business — (3,428 ) (3,428 ) Error correction - see below (4,552 ) — — (4,552 ) Balance at December 31, 2015: Goodwill 55,866 54,330 — 110,196 Accumulated impairment losses — (20,340 ) — (20,340 ) $ 55,866 $ 33,990 $ — $ 89,856 In connection with the Company’s sale of its Lithotripsy Services business, Lithotripsy Services reporting unit goodwill was reduced by $3.4 million. Subsequent to the sale of the Lithotripsy Services business, the Company no longer provides management or operational services to or serves as the general partner of any lithotripsy service provider and no longer has a Lithotripsy Services reporting unit. In accounting for the sale of the Lithotripsy Services business, the Company identified an error in accounting for its August 31, 2012 business combination. As a result of the error, beginning August 31, 2012, goodwill and noncurrent deferred tax liability were overstated by $4.6 million. The Company corrected the error on the December 31, 2015 balance sheet by reducing goodwill and noncurrent deferred tax liability by $4.6 million. Due to the nature of the error, there was no impact to the 2015 or prior years’ statements of operations, stockholders equity and cash flows. The Company concluded that the error was not material to the Company’s current or prior years’ consolidated financial statements. As a result of the Company’s 2015 annual goodwill impairment testing, the Company determined there was no goodwill impairment in 2015. During the Company’s 2014 annual goodwill impairment review, step one of the analysis indicated that the carrying value of the Cancer Treatment Services reporting unit exceeded its estimated fair value. As a result, in order to determine the implied fair value of the reporting unit’s goodwill, management performed the second step of the impairment analysis. The second step analysis indicated that the carrying value of the Cancer Treatment Services reporting unit was in excess of its implied fair value. Accordingly, the Company recorded goodwill impairment of $20.3 million, which was the amount by which the carrying value of the Cancer Treatment Services reporting unit’s goodwill exceeded its implied fair value. The impairment of goodwill is primarily the result of a reduction in the near-term and long-term projected operating results and cash flows utilized in assessing goodwill for impairment. The reduction in forecast amounts is primarily related to delays in the Company’s ability to execute its strategic plan commensurate with its past forecasts exacerbated by a decrease in actual results of the reporting unit in 2014. In performing its impairment analyses, the Company relied primarily on an income approach, specifically a discounted cash flow analysis, which includes assumptions for, among other factors, discount rates, cash flow projections, growth rates and terminal value rates, all of which require significant judgment (see Note 12). The Company updates specific assumptions at the date of each impairment test to incorporate current industry and Company-specific risk factors from the perspective of a market participant. Acquired Intangible Assets The components of amortizable intangible assets consist of the following (in thousands): December 31, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (931 ) $ 4,315 $ 5,246 $ (738 ) $ 4,508 Trade names 11,212 (9,374 ) 1,838 11,168 (8,845 ) 2,323 Customer relationships 767 (767 ) — 767 (596 ) 171 Noncompete agreements 12,632 (4,193 ) 8,439 12,547 (2,936 ) 9,611 $ 29,857 $ (15,265 ) $ 14,592 $ 29,728 $ (13,115 ) $ 16,613 For the years ended December 31, 2015 and 2014, aggregate amortization expense of acquired intangible asset totaled $2.2 million and $2.0 million (excluding the $8.4 million impairment loss discussed below), respectively. The weighted average period before the next renewal period for management agreements is 25.9 years. Total estimated amortization expense for the Company’s acquired intangible assets during the next five years is as follows (in thousands): 2016 $ 1,994 2017 $ 1,993 2018 $ 1,992 2019 $ 1,679 2020 $ 1,423 In May 2014, the Company introduced a unified brand – USMD Health System – that will reinforce its physician-led integrated health system message. Over time, the Company will replace the historical brands of acquired companies with the USMD Health System brand. Prior to introduction of the new brand, the Company had on its balance sheet indefinite- and finite-lived intangible assets representing the trade names of acquired companies with carrying values of $10.7 million and $0.3 million, respectively. As a result of the branding initiative, management concluded that the indefinite-lived trade names were now finite-lived assets. In connection with this change, the Company performed, with the assistance of valuation experts, an impairment test of the carrying value of the trade names to determine whether any impairment existed. The Company concluded that the estimated fair value of the trade names was less than the associated carrying value and that an impairment write-down was required. As a result of this determination, the Company recorded a trade name impairment loss of $8.4 million, which is included in depreciation and amortization on the Company’s consolidated statement of operations for the year ended December 31, 2014. The estimated fair values of the trade names were calculated using an income approach – relief from royalty method, which assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trade name asset (see Note 12). The new $2.6 million carrying value of the trade names is being amortized on a straight line basis over the five year estimated useful life of the trade names. The actual useful life of the trade names will vary dependent upon certain factors including the availability of funding to execute the branding initiative. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Note 10 – Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): December 31, 2015 2014 Accrued payables $ 4,502 $ 3,246 Accrued bonus 1,949 2,000 Other accrued liabilities 757 1,078 IBNR claims payable 13,845 11,379 Income taxes payable 335 670 $ 21,388 $ 18,373 |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Lease Obligations | Note 11 – Long-Term Debt and Capital Lease Obligations Long-term debt and capital lease obligations consist of the following (in thousands): December 31, 2015 2014 USMD Holdings, Inc. Credit Agreement: Term loan $ 6,750 $ 7,500 Revolving credit facility — — USMD Arlington related party advance, net of unamortized discount of $223 at December 31, 2015 14,777 — Convertible subordinated notes due 2019, net of unamortized discount of $2,356 and $2,978 at December 31, 2015 and 2014, respectively 21,986 21,364 Convertible subordinated notes due 2020 (including $700 related party notes) 5,050 — Subordinated related party notes payable — 3,831 Other loans payable 908 212 Capital lease obligations 7,535 1,032 57,006 33,939 Consolidated lithotripsy entities: Notes payable — 1,228 Capital lease obligations — 1,294 — 2,522 Total long-term debt and capital lease obligations 57,006 36,461 Less: current portion (8,681 ) (3,323 ) Long-term debt and capital lease obligations, less current portion $ 48,325 $ 33,138 Credit Agreement On December 22, 2014, the Company and its wholly owned subsidiaries entered into an amendment to its credit agreement (as amended, the “Credit Agreement”) with Southwest Bank as sole lender and administrative agent (“Administrative Agent”). The Credit Agreement governs a $6.75 million term loan (“Term Loan”) and a $10.0 million revolving credit facility (the “Revolver”). The Company’s obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its wholly owned subsidiaries, subject to certain exceptions. The maturity date of the Term Loan is December 21, 2016 and it bears interest at a fixed rate of 1.80%. The Credit Agreement requires the Company to maintain full cash collateralization of 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 and is governed by a deposit account control agreement executed in connection with a previous amendment to the Credit Agreement. The account 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 is due and payable at maturity. Proceeds from borrowings under the Term Loan were used to repay in full other lenders previously party to the Term Loan. The maturity date of the Revolver is December 21, 2016. Interest on amounts outstanding under the Revolver is due monthly and accrues, at the Company’s option, at the 30-Day London Interbank Offered Rate (“LIBOR”) plus 3.50%, or the U.S. prime rate plus 0.50%, with a floor of 4.00% in either case. An unused commitment fee is payable quarterly on the undrawn portion of the Revolver at a rate of 0.50% per annum. Proceeds from borrowings under the Revolver are available to finance the working capital needs of the Company and its wholly owned subsidiaries and to finance up to $1.5 million of capital expenditures each year. The Credit Agreement requires the Company to meet a senior leverage ratio of no greater than 1.00:1.00 in order to borrow funds under the Revolver and to pay down the borrowings under the Revolver in the event its senior leverage ratio exceeds 1.00:1.00. Beginning on September 30, 2016, the Credit Agreement 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, if the Term Loan is fully cash collateralized and there are no borrowings under the Revolver, 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. The Credit Agreement contains a number of covenants that, among other things, limit or restrict the ability of the Company and its wholly owned subsidiaries to dispose of assets, incur additional indebtedness, make dividend and other restricted payments, create liens securing other indebtedness and enter into restrictive agreements. As of December 31, 2015, the Company was in compliance with the financial covenant requirements of the Credit Agreement. The Credit Agreement allows for a maximum amount of capital expenditures of $6.0 million in 2016. In 2014, an amendment to the Credit Agreement restructured the Term Loan and Revolver. The Company analyzed the amendment to the Credit Agreement and resulting restructuring under the debt modification and extinguishment accounting guidance (ASC 470-50). The Company recognized a loss on debt extinguishment of $171,000 related to the write-off of unamortized deferred debt issuance costs. 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 LIBOR plus a margin of 2.85% (3.27% at December 31, 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 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. Convertible Subordinated Notes Due 2020 On April 29, 2015, the Company issued convertible subordinated notes due 2020 in the aggregate principal amount of $1.55 million (the “2020-11 Convertible Notes”) to certain investors in a private unregistered offering. The 2020-11 Convertible Notes mature on November 1, 2020 and bear interest at a fixed rate of 7.25% per annum. Interest payments are due and payable 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 due 2020 in the aggregate principal amount of $3.5 million (the “2020-09 Convertible Notes”) to certain investors in a private unregistered offering. 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 monthly, in cash or in shares of common stock as the Company elects, on the last day of each month commencing on April 30, 2015. 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). Convertible Subordinated Notes Due 2019 Effective September 1, 2013, the Company issued convertible subordinated notes due 2019 in the aggregate principal amount of $24.3 million (the “2019-03 Convertible Notes”) to certain limited partners of USMD Arlington to acquire their limited partnership interests in USMD Arlington. The 2019-03 Convertible Notes bear interest at a fixed rate of 5.00% per annum and mature on March 1, 2019. Interest payments are due and payable on the last day of each month and the principal is due upon maturity. The Company may prepay the 2019-03 Convertible Notes, in whole or in part, at any time after September 1, 2014 without penalty. Each noteholder has the right at any time after September 1, 2014 to convert all or any part of the unpaid principal balance of its 2019-03 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $23.37 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 2019-03 Convertible Notes are convertible into 1,041,577 common shares of the Company at a conversion price of $23.37 per share and have an effective interest rate of 8.50%. The indebtedness represented by the 2019-03 Convertible Notes is expressly subordinate to all senior indebtedness of the Company currently outstanding or incurred in the future, which includes its indebtedness under the Credit Agreement. The Company evaluated the embedded conversion option and concluded that it does not meet the criteria for bifurcation and separate accounting as a derivative as it is indexed to the Company’s own stock and, if freestanding, would be classified in stockholders’ equity. Specifically, the variables affecting any adjustment to the conversion price would be inputs to the fair value of a fixed-for-fixed option on equity shares, or are otherwise designed to maintain the economic position of both parties before and after the event that precipitates an adjustment of the conversion price (i.e. merger). At the date of execution of the 2019-03 Convertible Notes (the commitment date), the conversion price was less than the fair value of shares of the Company’s common stock. The Company recognized the intrinsic value of the conversion option’s in-the-money portion as a $3.7 million beneficial conversion discount to the debt with an offsetting entry to additional paid-in capital. The beneficial conversion discount is being accreted to the 2019-03 Convertible Notes using the effective interest method until the notes mature on March 1, 2019. At December 31, 2015, the unamortized discount of $2.4 million has a remaining amortizable life of 38 months. For the year ended December 31, 2015, the Company recognized interest expense related to the 2019-03 Convertible Notes of $1.8 million, comprised of $1.2 million related to the contractual interest rate and $0.6 million related to discount accretion. For the year ended December 31, 2014, the Company recognized interest expense related to the 2019-03 Convertible Notes of $1.8 million, comprised of $1.2 million related to the contractual interest rate and $0.6 million related to discount accretion. Other Loans Payable Effective August 31, 2015, the Company entered into an arrangement to finance $490,000 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 31, 2016. In connection with the master lease arrangement described below, the Company financed $351,000 of training and implementation services purchased from the equipment vendor. The financing arrangements were effective August 4, 2015 and have terms ranging from 44 to 66 months. Beginning March 2016, the financing arrangement requires aggregate minimum monthly payments of $8,000, 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 Company’s IDTF at USMD Arlington, 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. Long-Term Debt Maturities Maturities of the Company’s long-term debt at December 31, 2015, excluding unamortized debt discounts, are as follows for the years indicated (in thousands): 2016 $ 7,195 2017 3,866 2018 3,871 2019 28,192 2020 8,890 Thereafter 36 Total $ 52,050 Capital Lease Obligations In connection with establishment of the Company’s 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 capital leases for medical systems totaling $5.9 million. The leases have terms of 66, 60, 55 and 44 months. Beginning in early 2016, the 66 month leases require minimum monthly payments of $63,000, the 60 month leases require minimum monthly payments of $5,000, the 55 month lease requires minimum monthly payments of $11,000 and the 44 month leases require minimum monthly payments of $58,000. Effective with delivery and acceptance, the equipment leases commenced in August and September 2015. From lease commencement to the first payment date, interest will be added to the capital lease balances. In October 2015, the Company entered into three capital leases to finance the acquisition of furniture and medical equipment totaling $246,000. The leases required 60 monthly payments of $5,000 beginning in November 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 $87,000 on July 7, 2015 followed by 35 monthly payments of $27,000 beginning August 7, 2015. In 2014, in connection with establishment of the Company’s IDTF at USMD Arlington, 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. Beginning September 30, 2015, the lease requires 25 minimum quarterly payments of $35,000. From lease inception to the first payment date, interest was added to the capital lease balance. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2015 are as follows for the years indicated (in thousands): 2016 $ 1,842 2017 2,150 2018 1,990 2019 1,320 2020 999 Thereafter 169 Total minimum lease payments 8,470 Less: amount representing interest (935 ) Present value of minimum lease payments 7,535 Less: current portion of capital lease obligations (1,486 ) Capital lease obligations, less current portion $ 6,049 Impact to Long-Term Debt and Capital Lease Obligations due to Sale of Lithotripsy Services Business Effective January 1, 2007, the Company acquired the remaining 59.4% of partnership interests in U.S. Lithotripsy L.P. it did not own in exchange for cash and notes payable (the “Subordinated Related Party Notes”). The Subordinated Related Party Notes were held by two individuals who are current members of the Company’s Board of Directors, one of which is the Chief Executive Officer of the Company. In connection with the sale of the Lithotripsy Services business, the remaining $3.2 million aggregate balance of the Subordinated Related Party Notes was paid in full. The Company’s lithotripsy entities historically entered into financing arrangements to acquire lithotripsy and transportation equipment. In May 2015, prior to the sale of Lithotripsy Services, one of the Company’s consolidated lithotripsy entities acquired equipment totaling $0.5 million and executed a note payable to finance the full amount of the purchased equipment. Notes payable and capital lease obligations totaling $1.2 million and $1.2 million, respectively, were sold with the Lithotripsy Services business. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 12 – Fair Value of Financial Instruments 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 approximates fair value and are not presented in the table below. The carrying value and estimated fair value of the Company’s financial instruments that may not approximate fair value are set forth in the table below (in thousands): December 31, 2015 December 31, 2014 Carrying Fair Carrying Fair Term Loan $ 6,750 $ 6,750 $ 7,500 $ 7,500 Convertible subordinated notes due 2019 $ 21,986 $ 17,805 $ 21,364 $ 19,857 Convertible subordinated notes due 2020 $ 5,050 $ 4,307 $ — $ — Other loans payable $ 908 $ 898 $ 212 $ 213 At December 31, 2015, the carrying value of the Company’s Term Loan approximates fair value due to recent amendment of the debt and its short-term nature. At December 31, 2014, the carrying value of the Company’s Term Loan approximates fair value due to recent issuance of the fixed rate debt. 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 convertible subordinated notes due 2020 issued in 2015 have effective interest rates that are higher than the effective interest rates of the convertible subordinated notes due 2019. Consequently, the estimated borrowing rate used in the calculation of 2015 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 current borrowing rates for 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 the Company 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. Financial Instruments Measured at Fair Value on a Nonrecurring Basis The Company measures certain financial and nonfinancial assets, including property and equipment, goodwill, intangible assets other than goodwill and investments in nonconsolidated affiliates, at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. – Investment in Nonconsolidated Affiliate In connection with the sale of the Lithotripsy Services business, the Company sold a 40% interest in a previously wholly owned, consolidated lithotripsy partnership. The Company ceased to have a controlling interest in the partnership and it was deconsolidated and recorded as an investment in nonconsolidated affiliate at its $6.6 million estimated fair value. The fair value is based on the value ascribed to the partnership interests sold with the Lithotripsy Services business (Level 2 fair value measurement). In addition, in determining the sale price, management, with the assistance of valuation experts, utilized both a market approach and an income approach (Level 3 fair value measurement). The market approach utilized primarily the guideline company and merger and acquisition methodologies, both based on earnings before interest, taxes, depreciation and amortization multiple estimates of between 5.0x and 7.3x. The income approach utilized a discounted cash flow methodology. The cash flow model the Company used to estimate the fair value of the partnership investment involves several assumptions, most significantly, a discount rate of 15.0% and a projected revenue growth rate of 3.0%. – Goodwill As a result of its 2014 goodwill impairment review, the Company recorded goodwill impairment of $20.3 million in its Cancer Treatment Services reporting unit. In estimating the fair value of the reporting unit in connection with the impairment testing, management made estimates and judgments about future cash flows and market valuations using a combination of income and market approaches. The valuation of goodwill is considered a Level 3 fair value measurement under the fair value measurement hierarchy, which means that the valuation of assets and liabilities reflect management’s own judgments regarding the assumptions market participants would use in determining the fair value of the assets and liabilities. In performing its impairment analyses, the Company relied primarily on an income approach, specifically a discounted cash flow analysis. Under the discounted cash flow method, cash flows beyond discrete forecasts were estimated using a terminal growth rate, which considered the long-term earnings growth rates specific to the respective reporting units. The estimated future cash flows were discounted to present value using a discount rate that was the value-weighted average of the reporting unit’s estimated cost of equity and debt derived using both known and estimated market metrics, and was adjusted to reflect risk factors that considered both the timing and risks associated with the estimated cash flows. The tax rate used in the discounted cash flow method reflected the structure in place at the time of valuation, which is consistent with the market participant perspective. – Trade Names In connection with the Company’s branding initiative announced in May 2014, certain acquired trade names with a carrying value of $11.0 million were written down to their estimated fair value of $2.6 million, resulting in an impairment loss of $8.4 million. Fair value was estimated using an income approach – relief from royalty method, which assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trade name asset (Level 3 fair value measurement). The cash flow model the Company used to estimate the fair value of the trade names involves several assumptions, most significantly, projected revenue growth rates, a pre-tax royalty rate of 1.0% declining to 0.1% over the estimated five year life of the asset and a discount rate of 17%. |
Deferred Compensation Plans
Deferred Compensation Plans | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Deferred Compensation Plans | Note 13 – Deferred Compensation Plans Upon consummation of the August 31, 2012 business combination, the Company adopted a nonqualified deferred compensation savings plan (the “Savings Plan”) previously managed and held by an acquired entity. The Savings Plan is unfunded and was maintained primarily for the purpose of providing deferred compensation benefits to participating employees. The Savings Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code and applicable provisions of the Employee Retirement Income Security Act (“ERISA”). Once the business combination occurred, the plan participant accounts were effectively frozen; no additional contributions can be made. When a participant terminates employment for any reason, that participant is entitled to begin receiving their accrued benefit. Distributions are made in five equal annual installments beginning in the January following the participant’s termination. The Savings Plan accounts are not held in a trust for the exclusive benefit of the participants and, therefore, remain subject to the claims of the Company’s creditors. Savings Plan account balances may be used to guarantee the Company’s debt or as otherwise deemed necessary by the Company’s management. At December 31, 2015, the Company’s deferred compensation obligation under the Savings Plan totaled $4.5 million with $0.2 million included in other current liabilities and $4.3 million included in deferred compensation payable in the accompanying consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes Significant components of the provision (benefit) for income taxes are as follows (in thousands): Years Ended 2015 2014 Current: Federal $ 697 $ 2,908 State 150 240 Total current income tax provision 847 3,148 Deferred: Federal (765 ) (8,692 ) State — — Total deferred income tax benefit (765 ) (8,692 ) Provision (benefit) for income taxes $ 82 $ (5,544 ) A reconciliation of the Company’s effective tax rate from operations to the U.S. federal income tax rate is as follows: Years Ended 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes, net of federal tax benefit 1.2 (0.6 ) Net income attributable to noncontrolling interests (41.7 ) 11.7 Goodwill amortization (10.4 ) 0.8 Impairment of goodwill — (25.0 ) Unrecognized tax benefit 5.3 (1.5 ) Other 11.6 (0.9 ) Effective tax rate for income (loss) from operations 1.0 % 19.5 % The tax effects of cumulative temporary differences that give rise to significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating losses $ 1,458 $ 617 Deferred revenue 43 114 Share-based payment expense 1,549 1,252 Deferred compensation 1,589 1,642 Other compensation 991 1,630 Allowance for doubtful accounts 1,022 680 IBNR medical claims liability 4,568 3,850 Facilitative acquisition costs — 385 Intangible assets 380 397 Other 1,832 645 Total deferred tax assets 13,432 11,212 Deferred tax liabilities: Partnership investments (11,231 ) (14,778 ) Property and equipment (4,388 ) (3,544 ) Tax impact of beneficial conversion feature of debt (824 ) (1,042 ) Intangible assets (5,107 ) (5,815 ) Unrecognized tax benefit (568 ) — Other (252 ) (287 ) Total deferred tax liabilities (22,370 ) (25,466 ) Net deferred tax liabilities $ (8,938 ) $ (14,254 ) December 31, 2015 2014 Current deferred tax assets $ 6,581 $ 6,160 Current deferred tax liabilities (238 ) (287 ) Net current deferred tax assets 6,343 5,873 Noncurrent deferred tax assets 6,851 5,052 Noncurrent deferred tax liabilities (22,132 ) (25,179 ) Net noncurrent deferred tax liabilities (15,281 ) (20,127 ) Net deferred tax liabilities $ (8,938 ) $ (14,254 ) The Company has recorded a liability for an unrecognized tax benefit related to a position taken on one of its 2014 and 2013 income tax returns. If recognized, the entire amount of the unrecognized tax benefit would favorably impact the effective tax rate that is reported in future periods. As of December 31, 2015 and 2014, the Company had $568,000 and $142,000, respectively, of total unrecognized tax benefits, including accrued interest and penalties, which is included in current deferred tax assets in the accompanying consolidated balance sheet. The Company anticipates that the total unrecognized tax benefit will increase $426,000 within the next twelve months due to an increase in the balance underlying the tax position. No other uncertain tax positions were noted during the Company’s evaluation of uncertain tax positions, which was performed for the tax years that remain subject to examination by major tax jurisdictions as of December 31, 2015, which includes the tax years 2012 through 2015. Although realization is not assured, the Company believes that the realization of the recognized deferred tax assets of $13.4 million at December 31, 2015 is more likely than not based upon the projected future reversals of existing taxable temporary differences, the potential to carryback a portion of its deferred tax net operating losses and, for one tax-paying component of the Company, the availability of viable tax strategies that could be implemented to positively impact taxable income in order to realize the recorded deferred tax asset. The Company has significant deferred tax liabilities related to finite-lived intangible assets that will reverse at a rate similar to the reversal of its significant deferred tax assets, such that, even if the Company fails to generate future positive cumulative book taxable income, it will generate sufficient taxable income to realize the benefit of its deferred tax assets. Management considered the magnitude and duration of recent taxable losses and profitability and concluded that, although management expects future taxable income in 2016 and following years, due to the cumulative taxable loss incurred over the three years ended December 31, 2015, management could not conclude that future taxable income alone would support not having a valuation allowance. At December 31, 2015, the Company had available unused net operating loss carryforwards of $4.2 million that may be available to reduce future income tax liabilities. These loss carryforwards expire in 2031. |
Share-Based Payment
Share-Based Payment | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment | Note 15 – Share-Based Payment Pursuant to the USMD Holdings, Inc. 2010 Equity Compensation Plan (the “Equity Compensation Plan”), the Company may issue up to 2.5 million equity awards to employees, nonemployee directors and nonemployee service providers in the form of stock options, stock and stock appreciation rights. Stock options may be granted with a contractual life of up to ten years. At December 31, 2015, the Company had 0.3 million shares available for grant under the Equity Compensation Plan. The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. As a recently formed public entity with a small public float and limited trading of its common shares on the NASDAQ Capital Market, it was not practicable for the Company to estimate the volatility of its common shares; therefore, management estimated volatility based on the historical volatilities of a small group of companies considered as close to comparable to the Company as available and an industry index, all equally weighted, over the expected life of the option. Management concluded that this group is more characteristic of the Company’s business than a broad industry index. The expected life of awards granted represents the period of time that the awards are expected to be outstanding based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on its historical award exercise experience. The Company does not expect to pay dividends on its common stock. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest. Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: Years Ended December 31, 2015 2014 Risk-free interest rate 1.80% 1.87% Expected volatility of common stock 37.0% 42.1% Expected life of options 6.2 years 5.8 years Dividend yield 0.00% 0.00% The Black-Scholes option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company’s options do not have the characteristics of exchange traded options and, therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of stock options. A summary of stock option activity for the year ended December 31, 2015 is as follows: Options Number Weighted- Weighted- Aggregate Outstanding as of December 31, 2014 872,312 $ 21.54 Granted 100,000 8.21 Exercised — — $ — Forfeited (75,096 ) 21.90 Outstanding as of December 31, 2015 897,216 $ 20.03 5.53 $ — Vested and expected to vest at December 31, 2015 580,578 $ 21.56 5.10 $ — Exercisable at December 31, 2015 441,509 $ 22.22 4.82 $ — The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2015 and 2014 was $3.03 and $5.57 per option, respectively. The fair value of stock options vested and share-based payment expense recognized for the years ended December 31, 2015 and 2014 was $1.0 million and $1.3 million, respectively, and is included in salaries, wages and employee benefits. At December 31, 2015, the total unrecognized compensation cost related to nonvested share-based payment awards was $2.0 million, which is expected to be recognized over a remaining weighted-average period of 2.6 years. In addition to stock options described above, the Company has outstanding options to purchase 68,982 shares of its common stock. These stock options were granted as consideration in the August 31, 2012 business combination and have an exercise price of $24.84 per share. The options are fully vested and have a remaining contractual term of 1.7 years. These stock options have no aggregate intrinsic value. Payments in Common Stock – 2015 Activity During 2015, for services rendered as members of the Company’s Board of Directors, the Company 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 year ended December 31, 2015, the Company granted to members of its Board of Directors an aggregate 74,572 shares of its common stock. The grant date fair value of the shares was $640,000, which is included in other operating expenses on the Company’s statement of operations. On February 20, 2015, in payment of Board of Directors’ compensation earned August 1, 2014 through December 31, 2014, the Company issued to members of the Company’s Board of Directors 30,724 previously granted shares of its common stock with an aggregate grant date fair value of $273,000. On October 6 and December 11, 2015, in payment of Board of Directors’ compensation earned January 1, 2015 through September 30, 2015, the Company issued to members of the Company’s Board of Directors an aggregate 53,050 previously granted shares of its common stock with an aggregate grant date fair value of $478,000. During the year ended December 31, 2015, in payment of certain 2014 compensation due to employed physicians, the Company granted and issued 228,551 shares of its common stock to those physicians. The shares had a grant date fair value of $2.0 million and were issued pursuant to the Equity Compensation Plan. In addition, in payment of compensation deferred by certain physicians between January 1 and September 30, 2015, the Company granted and issued 672,043 shares of its common stock to those physicians. The shares had a grant date fair value of $5.4 million and were issued pursuant to the Equity Compensation Plan. Pursuant to the 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. Certain consultants to the Company have agreed to be partially compensated in common stock for services rendered. Shares granted are fully vested and non-forfeitable. Pursuant to the Equity Compensation Plan, during the year ended December 31, 2015, the Company granted to the consultants 15,103 shares of its common stock with a grant date fair value of $122,629. On November 24, 2015, the Company issued to one of the consultants 9,623 previously granted shares of its common stock with an aggregate grant date fair value of $73,000. – 2014 Activity During 2014, for services rendered as members of the Company’s Board of Directors, the Company elected to compensate directors in common stock of the Company in lieu of cash. Grant dates occurred on the last day of each month and shares granted are fully vested and non-forfeitable. Pursuant to the Equity Compensation Plan, during the year ended December 31, 2014, the Company granted to members of its Board of Directors an aggregate 60,324 shares of its common stock. The grant date fair value of the shares was $646,000, which is included in other operating expenses on the Company’s statement of operations. During the year ended December 31, 2014, in payment of the Board of Directors’ compensation earned January 1, 2014 through July 31, 2014, the Company issued 29,600 previously granted shares of its common stock with an aggregate grant date fair value of $373,000. Pursuant to the Equity Compensation Plan, on March 5 and 6, 2014, the Company issued an aggregate 14,958 shares of its common stock with a grant date fair value of $243,000 to a member of senior management and members of the Company’s Board of Directors. The shares were issued in payment of certain compensation accrued at December 31, 2013. A consultant to the Company has agreed to be partially compensated in common stock for services rendered. Grant dates occur on the last day of each month and shares granted are fully vested and non-forfeitable. Pursuant to the Equity Compensation Plan, during the year ended December 31, 2014, the Company granted to the consultant 4,842 shares of common stock with a grant date fair value of $52,000. During the year ended December 31, 2014, the Company issued to the consultant 2,853 of those shares with a grant date fair value of $34,000. Of the shares of common stock described as issued above, 19,501 shares have not been registered under the Securities Act of 1933, as amended, and may not be transferred without an effective registration statement or pursuant to an appropriate exemption from such act. Salary Deferral Plan On May 5, 2014, USMD’s Board of Directors approved and established the Salary Deferral Plan (the “Deferral Plan”). On July 18, 2014, the holder of a majority of USMD’s outstanding voting stock approved the Deferral Plan by written consent in lieu of a special meeting. The Company mailed an information statement on Schedule 14C to shareholders on or about July 22, 2014 informing the shareholders of the creation of the Deferral Plan. The Deferral Plan went into effect on August 11, 2014, 20 days after the information statement was mailed as required by law. The Deferral Plan permits the Company to defer the payment of a predetermined portion of a participant’s base salary each calendar quarter. The plan administrator will decide after the end of each quarter whether deferred amounts, if any, will be paid in the form of cash, shares of common stock or a combination of both. Any shares of common stock issued under the Deferral Plan will be issued from the shares of common stock authorized for issuance under the Equity Compensation Plan, as amended. On March 5, 2015, in payment of salaries deferred in 2014 under the 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 Equity Compensation Plan. During the year ended December 31, 2015, pursuant to the Deferral Plan, the Company granted and issued 102,578 shares of its common stock. The grant date fair value of the shares was $840,000, 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, second and third quarters of 2015. Registration of Common Shares On July 14, 2014, USMD filed a registration statement on Form S-8 to register with the SEC approximately 1.7 million shares of USMD common stock available for issuance under the Equity Compensation Plan and the Deferral Plan. The registration statement became effective upon filing. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Note 16 – 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): Years Ended 2015 2014 Numerator: Net earnings (loss) attributable to USMD Holdings, Inc. – basic $ (1,616 ) $ (32,400 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — Net earnings (loss) attributable to USMD Holdings, Inc. – diluted $ (1,616 ) $ (32,400 ) Denominator: Weighted-average common shares outstanding 10,551 10,168 Effect of potentially dilutive securities: Stock options — — Convertible subordinated notes due 2019 — — Convertible subordinated notes due 2020 — — Weighted-average common shares outstanding assuming dilution 10,551 10,168 Earnings (loss) per share attributable to USMD Holdings, Inc.: Basic $ (0.15 ) $ (3.19 ) Diluted $ (0.15 ) $ (3.19 ) The following table presents the potential shares excluded from the diluted earnings per share calculation because the effect of including these potential shares would be antidilutive (in thousands): Years Ended 2015 2014 Stock options 906 941 Convertible subordinated notes due 2019 1,042 1,042 Convertible subordinated notes due 2020 461 — 2,409 1,983 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – Commitments and Contingencies Financial Guarantees As of December 31, 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 $24.6 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 31 to 149 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 (in thousands): 2016 $ 966 2017 846 2018 845 2019 846 2020 741 Thereafter 78 Total $ 4,322 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 year ended December 31, 2015, the Company recognized an aggregate gain on the sale of $252,000, which is recorded in other gain (loss), net 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 ownership 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. 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 $0.8 million. In the remaining lawsuits and the potential claims, the parties are in the early stages of discovery and/or the plaintiffs have not made specific demands for damages. Due to these circumstances, the Company is unable to estimate a reasonably possible range of loss related to these lawsuits and claims. The Company is insured against the claims described above and believes based on the facts known to date that any damage award related to such claims would be recoverable from its insurer. The Company is subject to various additional claims and legal proceedings that have arisen in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Arbitration Judgment On February 16, 2016, an arbitrator awarded the Company $1.1 million including damages, fees and interest to date. The award will continue to accrue interest until paid. The arbitration hearing stemmed from the early termination of a long-term contract by an entity to which the Company was providing management services. Though the Company believes the award is binding, the Company cannot begin execution proceedings until it has been accepted by a court with jurisdiction and has been a reduced to a final, non-appealable judgment. The Company will not recognize any award amount until it is determined to be realizable. Resolution Agreement On October 26, 2012, a subsidiary of the Company entered into a Mediation Settlement Agreement with an entity to which the subsidiary had provided management services under a long term contract. The entity agreed to pay the Company the sum of $650,000 to settle certain claims between the Company and the entity arising from the entity’s early termination of the contract. The Mediation Settlement Agreement required the entity to pay the Company $100,000 in November 2012 and to make 55 monthly payments of $10,000 on the first day of each month beginning December 2012. The Company concluded that collection of the settlement amount was not reasonably assured and recorded the gain as amounts were collected. Effective April 11, 2014, the Company and the entity entered into a Lump Sum Settlement Agreement, whereby for one lump sum payment of $342,500 received and recorded by the Company on April 18, 2014, all outstanding liabilities due under the Mediation Settlement Agreement were deemed to be fully paid and satisfied. 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. Pursuant to the FAS Agreement, $3.0 million of proceeds from the sale of the Lithotripsy Services business was paid to the investment banking firm. In connection with the fee for the sale of the Lithotripsy Services business, the FAS Agreement was amended to provide for a future credit of up to $1.0 million to be applied against fees incurred in future transactions. Except as noted above, the Company has not closed any transaction for which compensation is due or was paid 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 it is 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. 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. Additionally, the Company was 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 was the deemed owner of the building during the construction period. The landlord incurred an estimated $4.4 million of construction costs and the Company incurred $0.1 million for tenant improvements. During construction, the Company recorded these amounts as construction in progress, with a corresponding build-to-suit construction financing obligation. Upon completion of the construction of the facility in December 2015, the Company evaluated derecognition of the asset and liability under the provisions for sale-leaseback transactions. The Company concluded that it had forms of continuing economic involvement in the facility, and therefore did not comply with the provisions for sale-leaseback accounting. Instead, the lease will be accounted for as a financing obligation and lease payments will be attributed to (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense representing an imputed cost to lease the underlying land of the facility, which is considered an operating lease. In addition, the Company recorded the underlying building asset and will depreciate it over the building’s estimated useful life of 40 years. At the conclusion of the lease term, the Company would de-recognize both the net book values of the asset and financing obligation. At December 31, 2015, the Company has recorded a $4.3 million financing obligation in other long-term liabilities in the accompanying consolidated balance sheet. 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. At December 31, 2015, future minimum rent payments under the build-to-suit lease are as follows (in thousands): 2016 $ 364 2017 447 2018 461 2019 475 2020 489 Thereafter 2,816 Total $ 5,052 Operating Lease Commitments The Company leases certain medical and corporate office space and medical and office equipment under non-cancelable operating lease agreements expiring at various dates through 2028. The facility leases generally include renewal options with terms to be negotiated at the time of renewal and also generally require the lessee to pay all executory costs such as maintenance and insurance. Facility leases may or may not contain provisions for future rent increases, rent free periods or periods in which rent payments are reduced (abated). Total rental payments due over the lease term are charged to rent expense using the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent. 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 financed by the landlord. Tenant improvement allowances financed 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 year ended December 31, 2015, the Company has recorded non-cash tenant improvement allowances of $1.7 million. Future minimum cash lease payments under non-cancelable operating leases with an initial or remaining lease term in excess of one year are as follows for the years indicated (in thousands): 2016 $ 14,334 2017 12,642 2018 11,612 2019 10,386 2020 9,022 Thereafter 35,028 Total $ 93,024 Aggregate future minimum rentals to be received under non-cancelable subleases as of December 31, 2015 were $1.0 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – 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 Accounts Years Ended December 31, 2015 2014 2015 2014 USMD Arlington $ 11,053 $ 10,619 $ 967 $ 472 USMD Fort Worth 3,333 3,840 383 300 Other equity method investees 1,354 1,818 50 230 $ 15,740 $ 16,277 $ 1,400 $ 1,002 One previously consolidated lithotripsy entity that was a component of the sale of the Lithotripsy Services business historically provided lithotripsy services to USMD Arlington and USMD Fort Worth. For both years ended December 31, 2015 and 2014, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $2.2 million. The Company leases space from USMD Arlington for certain of its physicians and its Arlington-based cancer treatment center. For the years ended December 31, 2015 and 2014, the Company recorded rent expense related to USMD Arlington totaling $1.8 million and $1.9 million, respectively. WNI-DFW, the Company’s consolidated VIE that operates under a population health management model, records medical services expense for its patients that are treated at USMD Arlington and USMD Fort Worth. Medical services expense incurred by WNI-DFW with these entities and its related accounts payable are as follows (in thousands): Medical Services Accounts Years Ended December 31, 2015 2014 2015 2014 USMD Arlington $ 1,757 $ 853 $ 198 $ 162 USMD Fort Worth 430 232 66 53 $ 2,187 $ 1,085 $ 264 $ 215 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Employee Benefit Plans | Note 19 – Employee Benefit Plans The Company provides a 401(k) defined contribution plan for all eligible employees. Beginning January 1, 2014, the Company provides participants a safe harbor non-elective contribution. The non-elective contribution is 3% of annual compensation and is provided to all eligible employees. The non-elective contributions have a two-year vesting period. The Company’s contributions to the plan totaled $2.9 million and $3.2 million in 2015 and 2014, respectively. |
One-Time Termination Benefits
One-Time Termination Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
One-Time Termination Benefits | Note 20 – One-Time Termination Benefits In September 2014, in order to improve flexibility in the revenue cycle process, the Company entered into an arrangement to outsource the majority of its revenue cycle function to an external provider. Employees were first advised of the outsourcing in September; however, an approved termination benefit plan was not yet in place. During the fourth quarter of 2014, the Company approved a termination plan and notified the 75 impacted employees of the plan and its benefits. The Company recognized severance expense of $0.5 million related to this termination, which is included in salaries, wages and employee benefits on the accompanying consolidated statement of operations. As of December 31, 2014, all impacted employees were terminated and paid in full. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21 – Subsequent Events Share-Based Payment On February 5, 2016, as consideration for the physician practice acquired on October 1, 2015, the Company issued 26,666 shares of its common stock to the sellers. The shares had a grant date fair value of $200,000. On February 1, 2016, in payment of Board of Directors’ compensation earned October 1, 2015 through December 31, 2015, the Company issued to members of the Company’s Board of Directors 21,522 previously granted shares of its common stock with an aggregate grant date fair value of $161,000. On March 13, 2016, in payment of certain compensation due to a member of senior management and a consultant, the Company granted and issued 4,447 shares of its common stock and issued 6,613 previously granted shares of its common stock. The shares had an aggregate grant date fair value of $110,000. Payments out of Escrow Related to the Sale of the Lithotripsy Services Business On March 6, 2016, the Company received $1.0 million of proceeds from escrowed funds related to the sale of the Lithotripsy Services business. At that date, $2.0 million remains in escrow. |
Description of Business and B28
Description of Business and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: USMD Holdings, Inc. (“USMD” or the “Company”) is an 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. Of these managed entities, the Company has noncontrolling ownership interests in the two hospitals and one cancer treatment center. In addition, the Company wholly owns and operates one Independent Diagnostic Testing Facility (“IDTF”), two clinical laboratories, one anatomical pathology laboratory and one cancer treatment center in the Dallas-Fort Worth, Texas metropolitan area. On December 18, 2015, as part of the Company’s strategic plan to build a fully integrated physician-led health system, the Company sold its lithotripsy services (“Lithotripsy Services”) business (see Note 3). The sale included the management services business as well as controlling and noncontrolling interests in the Company’s lithotripsy service provider entities. A noncontrolling interest in one lithotripsy service provider entity was retained. In its existing form, the lithotripsy business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company. |
Basis of Presentation | Basis of Presentation: The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The 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 managing 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. Certain prior year amounts have been reclassified to conform to current year presentation. 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. |
Patient Service Revenue | Revenue Recognition Patient Service Revenue: To provide for patients’ accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the net patient service revenue and accounts receivable reported in the Company’s accompanying consolidated financial statements are recorded at the net amount expected to be received. Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs. |
Capitated Revenue | Capitated Revenue: |
Management and Other Services Revenue | Management and Other Services Revenue: |
Lithotripsy Services Revenue | Lithotripsy Services Revenue: |
Physician Recruitment Agreements | Physician Recruitment Agreements: USMD Physician Services records physician recruitment agreement payments received from hospitals for the benefit of employed physicians as deferred revenue and recognizes associated patient service revenue on a straight-line basis over the term of the commitment period. Upon an event of default, amounts due are reclassified to notes payable; however, historically, such amounts have not been material to the Company’s consolidated financial statements. For the years ended December 31, 2015 and 2014, the Company recognized $0.3 million and $0.7 million, respectively, of patient service revenue associated with physician recruitment agreements. At December 31, 2015 and 2014, the Company has on the consolidated balance sheet $0.2 million and $0.3 million, respectively, of deferred revenue associated with physician recruitment agreements included in other current liabilities and $0.1 million and $0.3 million, respectively, of deferred revenue associated with physician recruitment agreements included in other long-term liabilities. |
Concentrations and Credit Risk | Concentrations and Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Deposits held with financial institutions often exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Accounts receivable are stated at net realizable value. The Company grants credit without requiring collateral from its non-patient customers, primarily area healthcare facilities. The Company grants credit without requiring collateral from its patients, most of whom are area residents and are insured under third-party payer agreements. The credit risk for non-governmental accounts receivable is limited due to the number of insurance companies and other payers that provide payment and reimbursement for patient services. Collection risks principally relate to self-pay patient accounts, including patient accounts for which the primary insurance payer has paid but patient responsibility amounts (generally deductibles, coinsurance and copayments) remain outstanding. The mix of gross patient and customer accounts receivable is as follows: December 31, 2015 2014 Government-related programs 46 % 33 % Managed care and commercial payers 51 54 Self-pay 3 4 Customer — 9 100 % 100 % |
Allowance for Doubtful Accounts | 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 December 31, 2015 and 2014, the allowance for doubtful accounts was 11.2% and 7.8%, respectively, of gross accounts receivable. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Provision Write- Balance at For the years ended December 31, 2015 $ 2,100 5,649 (89 ) (4,740 ) $ 2,920 2014 $ 1,758 3,492 183 (3,333 ) $ 2,100 If actual results are not consistent with the Company’s assumptions and judgments, it may be exposed to changes in the allowance for doubtful accounts that could be material. Changes in general economic conditions or payer mix, or trends in federal governmental and private employer healthcare coverage could affect the estimate of the allowance for doubtful accounts, collection of accounts receivable, or financial position, results of operations and cash flows of the Company. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents consist primarily of bank deposit accounts. |
Restricted Cash | Restricted Cash Restricted cash includes cash that is legally restricted for withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances or funds held in escrow. |
Inventories | Inventories Inventories consist primarily of pharmacy and medical supplies and are stated at lower of cost or market on a first-in, first-out basis. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation. Expenditures that increase capacities or extend useful lives are capitalized while routine maintenance and repairs are charged to operating expense as incurred. Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. Leasehold improvements and capitalized lease assets are amortized over the respective lease term used in determining the lease classification or the estimated useful life of the asset, whichever is shorter. When property is sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the consolidated statement of operations. The useful lives of assets acquired in business combinations are estimated based on the condition of the asset at its acquisition date and its normal useful life. Estimated useful lives of assets are as follows at December 31, 2015: Building 40 years Leasehold improvements 1-15 years Furniture and equipment 2-15 years Software 1-5 years |
Impairment of Long-Lived Assets and Finite-Lived Intangible Assets | Impairment of Long-Lived Assets and Finite-Lived Intangible Assets Long-lived assets include property and equipment and equity investments in nonconsolidated affiliates. The Company evaluates its long-lived assets and identifiable acquired intangible assets with finite useful lives for possible impairment whenever circumstances indicate that the carrying value of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows. When evaluating long-lived assets for impairment, the Company compares the carrying value of the asset to the asset’s estimated fair value. An impairment loss is recognized when the carrying value of the asset or group of assets exceeds the respective fair value. Fair value of assets is estimated based on appraisals, established market values of comparable assets or internal estimates of undiscounted future cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. No impairment charges were recorded during the years ended December 31, 2015 or 2014. The Company amortizes the cost of intangible assets with finite useful lives over their respective estimated useful lives to their estimated residual value. At December 31, 2015, none of the Company’s finite-lived intangible assets had an estimated residual value. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price and related costs over the fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill and indefinite-lived intangible assets are not subject to amortization but are tested for impairment on an annual basis, or more frequently if circumstances indicate a potential impairment. Such circumstances may include (1) a significant adverse change in legal factors or the business climate, (2) an adverse action or assessment by a regulator, or (3) other adverse changes in the assessment of future operations of a reporting unit. Goodwill is tested for impairment at a reporting unit level, which for the Company is one level below the operating segment level. The impairment test for goodwill uses a two-step approach. Step one compares the fair value of the reporting unit to which goodwill is assigned to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, a potential impairment is indicated and step two is performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities, including unrecognized intangible assets, of that reporting unit based on their fair values, similar to the allocation that occurs in a business combination. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. If the implied fair value of goodwill exceeds the carrying value, goodwill is not impaired. To test impairment of acquired indefinite-lived intangible assets (trade names), the fair values are estimated and compared to their carrying values. The Company estimates the fair value of these intangible assets based on an income approach – relief from royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. The Company recognizes an impairment loss when the estimated fair value of the intangible asset is less than its carrying value. The Company performs its annual impairment tests of goodwill and indefinite-lived intangible assets as of December 31. |
Electronic Health Record Incentive Income | Electronic Health Record Incentive Income The American Recovery and Reinvestment Act of 2009 (“ARRA”) provides for incentive payments under the Medicare program for certain hospitals and physician practices that demonstrate meaningful use of certified electronic health record (“EHR”) technology. These provisions of ARRA are intended to promote the adoption and meaningful use of interoperable health information technology and qualified EHR technology. The Company accounts for Medicare EHR incentive payments in accordance with ASC 450-30, “Gain Contingencies.” The Company recognizes a gain for EHR incentive payments when its participating physicians have demonstrated meaningful use of certified EHR technology for the applicable period. Once the physicians have demonstrated meaningful use of certified EHR technology for the applicable period, no further contingencies exist as related to the Medicare EHR incentives for physicians. However, individual payment amounts are subject to audit by the administrative contractor and the auditor’s final determination of amounts earned could differ from amounts recorded. For the years ended December 31, 2015 and 2014, the Company recognized $0.0 million and $1.2 million of EHR incentive income, which is included in other operating expenses on the consolidated statements of operations. |
Share-Based Payments | Share-Based Payments Share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their estimated grant-date fair value. Share-based payments are generally amortized on a straight-line basis over the requisite service period; however, where the portion of the grant-date value of the award that is vested exceeds straight-line amortization, the vested portion is recognized. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s policy is to record interest and penalties related to income tax matters, net of any applicable related income tax benefit, as a component of income tax expense. Items required by tax regulations to be included in the tax return may differ from the items reflected in the financial statements. As a result, the effective tax rate reflected in the financial statements may be different than the actual rate applied on the tax return. Some of these differences are permanent such as expenses that are not deductible in the Company’s tax return, and some differences are temporary, reversing over time, such as valuation reserves. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in future years for which the Company has already recorded the tax benefit in the Company’s income statement. Deferred tax liabilities generally represent tax expense recognized in the Company’s financial statements for which payment has been deferred, or expenditures for which the Company has already taken a deduction in the Company’s tax return but have not yet been recognized in the Company’s financial statements. The application of GAAP requires the Company to evaluate the recoverability of the Company’s deferred tax assets and establish a valuation allowance if necessary to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, the Company may consider many factors, including: (1) the nature of the deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) taxable income in prior carryback years as well as projected taxable earnings exclusive of reversing temporary differences and carryforwards; (4) the length of time that carryovers can be utilized in the various taxing jurisdictions; (5) any unique tax rules that would impact the utilization of the deferred tax assets; and (6) any tax planning strategies that the Company would employ to avoid a tax benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets will be realized. Deferred tax assets are reduced by a valuation allowance when, based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, management determines it is more likely than not that all or a portion of the deferred tax assets will not be realized. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on tax returns. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition. The Company determines whether it is more likely than not, based upon the technical merits, that a tax position will be sustained on audit, including resolution of related appeals or litigation processes. If the tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. The Company measures the tax position as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority that has full knowledge of all relevant information. This measurement considers the amounts and probabilities of the outcomes that could be realized upon the ultimate settlement using the facts, circumstances, and information available at the reporting date. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. The determination and evaluation of the Company’s provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. While the Company believes it has adequately provided for its income tax receivables or liabilities and deferred tax assets or liabilities in accordance with applicable income tax guidance, adverse determinations by taxing authorities or changes in tax laws and regulations could have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. The Company’s liability for income taxes includes the liability for unrecognized tax benefits, including interest and penalties that relate to tax years still subject to review by the Internal Revenue Service or other taxing jurisdictions. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years that produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. |
Fair Value Measurements | Fair Value Measurements Fair value is the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. Preference is given to observable inputs. The basis for these assumptions establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 • Level 2 • Level 3 Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows: • Market approach • Cost approach • Income approach |
Investments in Nonconsolidated Affiliates | Investments in Nonconsolidated Affiliates Investments in entities the Company does not control but in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee are accounted for under the equity method of accounting. Equity method investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investee’s net income or loss after the date of investment, additional contributions made, dividends or distributions received, and impairment losses resulting from adjustments to net realizable value. The Company records equity method losses in excess of the carrying amount of an investment when the Company guarantees obligations or is otherwise committed to provide further financial support to the affiliate. The Company regularly monitors and evaluates the fair value of its equity method investments. If events and circumstances indicate that a decline in the fair value of these assets has occurred and is other than temporary, the Company will adjust investments in nonconsolidated affiliates in the consolidated balance sheet. The Company’s equity investments do not have a readily determinable fair value as none of them are publicly traded. The fair values of the Company’s private equity investments are primarily determined by discounting the estimated future cash flows of each entity. These cash flow estimates include assumptions on growth rates, discount rates and terminal values (Level 3 fair value measurement). |
Noncontrolling Interests in Subsidiaries | Noncontrolling Interests in Subsidiaries The Company’s consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows of less-than-100%-owned affiliates that the Company controls. Accordingly, the Company has recorded noncontrolling interests in the earnings and equity of such entities. The Company records adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interests’ holders are entitled based upon the portion of the subsidiaries they own. Contributions from and distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interests holders’ balance. At December 31, 2015, the Company consolidated the assets, liabilities, revenues and expenses of one VIE in which it has a controlling financial interest. At December 31, 2014, the Company consolidated the assets, liabilities, revenues and expenses of 18 less-than-100%-owned lithotripsy entities that it controls and one VIE in which it has a controlling financial interest. |
Segment Reporting | Segment Reporting GAAP defines operating segments as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM assesses performance and allocates resources at the integrated health system level. Accordingly, the Company has one operating segment for segment reporting purposes. |
Advertising Expense | Advertising Expense The Company expenses all advertising costs when incurred. For the years ended December 31, 2015 and 2014, the Company incurred advertising expense of $0.6 million and $0.4 million, respectively. Advertising expense is included in other operating expenses in the accompanying consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include net patient service revenue, the allowance for doubtful accounts, incurred but not reported (“IBNR”) medical claims, certain assumptions used in valuations and impairment analyses, depreciable lives of assets, fair value of stock options, the income tax provision and contingency and litigation reserves. While management believes current estimates are reasonable and appropriate, the Company cannot predict future events and their effects with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as better data becomes available, as additional information is obtained, and as facts and circumstances change. The Company evaluates and updates assumptions and estimates on an ongoing basis and may employ outside experts to assist in evaluations, as considered necessary. Actual results could differ materially from estimates. |
Recently Issued Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). Among other provisions and in addition to expanded disclosures, ASU 2014-08 changes the definition of what components of an entity qualify for discontinued operations treatment and reporting from a reportable segment, operating segment, reporting unit, subsidiary or asset group to only those components of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, ASU 2014-08 requires disclosure about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, including the pretax profit or loss attributable to the component of an entity for the period in which it is disposed or is classified as held for sale. This disclosure is required for all of the same periods that are presented in the entity’s results of operations for the period. The provisions of ASU 2014-08 are effective prospectively for all disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years. The Company adopted ASU 2014-08 effective January 1, 2015. The Company applied ASU 2014-08 when considering whether the sale of its Lithotripsy Services business was a discontinued operation. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 changes the analysis that a company must perform to determine whether it should consolidate certain legal entities. All legal entities are subject to reevaluation under the updated guidance. ASU 2015-02 eliminates the presumption that a general partner should consolidate a limited partnership, eliminates the consolidation model specific to limited partnerships, modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities and affects the evaluation of fee arrangements in the VIE primary beneficiary determination. ASU 2015-02 is effective for reporting periods beginning after December 15, 2015 and for interim periods within the fiscal year. The Company adopted ASU 2015-02 effective January 1, 2016. As a result of the adoption of ASU 2015-02, certain limited partnerships and limited liability companies in which the Company has investments in are now considered to be VIEs. The Company has evaluated the entities under ASU 2015-02 and concluded that it does not have a controlling financial interest in the entities and, therefore, does not consolidate the entities. However, beginning with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2016, the Company will make additional VIE disclosures associated with these entities. In April 2015, the FASB issued 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 were 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. The provisions of ASU 2015-03 must be applied on a retrospective basis. The Company adopted ASU 2015-03 effective January 1, 2016. Adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, ASU 2015-16 requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The Company adopted ASU 2015-16 effective January 1, 2016. Adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax assets and liabilities to be netted and presented as a single noncurrent amount in the balance sheet, rather than separating them into current and noncurrent amounts. ASU 2015-17 is effective for or annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. Management is currently evaluating the impact that adoption of ASU 2016-02 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. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies and Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Percentage of Patient and Customer Accounts Receivable | The mix of gross patient and customer accounts receivable is as follows: December 31, 2015 2014 Government-related programs 46 % 33 % Managed care and commercial payers 51 54 Self-pay 3 4 Customer — 9 100 % 100 % |
Summary of Accounts Receivable Allowance | A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Provision Write- Balance at For the years ended December 31, 2015 $ 2,100 5,649 (89 ) (4,740 ) $ 2,920 2014 $ 1,758 3,492 183 (3,333 ) $ 2,100 |
Estimated Useful Lives of Assets | Estimated useful lives of assets are as follows at December 31, 2015: Building 40 years Leasehold improvements 1-15 years Furniture and equipment 2-15 years Software 1-5 years |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Carrying Amount of Assets and Liabilities of WNI-DFW | The following table summarizes the carrying amount of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): December 31, 2015 2014 Current assets: Cash and cash equivalents $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 Current liabilities: Accounts payable $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 15,023 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Estimated Fair Values of Assets Acquired at Business Combination Date | The following table summarizes the estimated fair values of assets acquired at the business combination dates. No liabilities were assumed in the transactions. 2015 2014 Inventories $ — $ 38,022 Property and equipment 115,947 212,565 Other assets - noncurrent 12,613 — Identifiable intangible assets - noncompete agreements 84,245 20,536 Identifiable intangible assets - trade name 44,000 — Assets acquired $ 256,805 $ 271,123 |
Investments in Nonconsolidate32
Investments in Nonconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Information of Nonconsolidated Affiliates Accounted for Under Equity Method | The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands): December 31, 2015 December 31, 2014 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 51,872 46.40% $ 49,518 46.40% USMD Hospital at Fort Worth, L.P. 10,277 30.88% 9,956 30.88% Other 6,702 10%-60% 306 4%-34% $ 68,851 $ 59,780 |
Individually Summarized Financial Information | Summarized combined financial information for the Company’s nonconsolidated affiliates accounted for under the equity method is included in the table that follows (in thousands). December 31, 2015 2014 Current assets $ 32,760 $ 33,298 Noncurrent assets $ 92,844 $ 78,835 Current liabilities $ 17,449 $ 16,885 Noncurrent liabilities $ 57,146 $ 48,839 Years Ended 2015 2014 Revenue $ 129,747 $ 143,952 Operating income $ 28,397 $ 35,807 Income from continuing operations $ 25,955 $ 32,074 Net income $ 25,955 $ 32,074 |
USMD Arlington and USMD Fort Worth | |
Individually Summarized Financial Information | Financial information for USMD Arlington and USMD Forth Worth is included in the summarized information above and is as follows individually (in thousands): USMD Arlington USMD Fort Worth December 31, 2015 2014 2015 2014 Current assets $ 24,536 $ 22,853 $ 6,116 $ 6,828 Noncurrent assets $ 74,211 $ 54,992 $ 16,821 $ 16,812 Current liabilities $ 12,507 $ 9,698 $ 3,839 $ 4,068 Noncurrent liabilities $ 48,123 $ 35,309 $ 7,513 $ 9,108 Years Ended December 31, 2015 2014 2015 2014 Revenue $ 99,167 $ 93,486 $ 24,499 $ 36,634 Operating income $ 22,287 $ 21,878 $ 2,672 $ 8,721 Income from continuing operations $ 20,183 $ 19,301 $ 2,045 $ 7,953 Net income $ 20,183 $ 19,301 $ 2,045 $ 7,953 |
Patient Service Revenue (Tables
Patient Service Revenue (Tables) | 12 Months Ended |
Dec. 31, 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): Years Ended December 31, 2015 2014 Amount Ratio of Net Amount Ratio of Net Medicare $ 59,472 31.7 % $ 56,091 30.5 % Medicaid 497 0.3 1,346 0.7 Managed care and commercial payers 128,861 68.8 126,362 68.7 Self-pay 4,200 2.2 3,625 2.0 Patient service revenue before provision for doubtful accounts 193,030 103.0 187,424 101.9 Patient service revenue provision for doubtful accounts (5,649 ) (3.0 ) (3,492 ) (1.9 ) Net patient service revenue $ 187,381 100.0 % $ 183,932 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): December 31, 2015 2014 Building under build-to-suit lease $ 4,371 $ — Leasehold improvements 16,710 12,925 Furniture and equipment 21,799 23,764 Software 4,790 3,426 Gross property and equipment 47,670 40,115 Less: accumulated depreciation and amortization (18,689 ) (19,319 ) Property and equipment, net $ 28,981 $ 20,796 |
Assets Recorded under Capital Lease Arrangements Included in Property and Equipment | Assets recorded under capital lease arrangements included in property and equipment consist of the following (in thousands): December 31, 2015 2014 Furniture and equipment $ 7,819 $ 3,419 Less: accumulated amortization (691 ) (1,183 ) Net assets recorded under capital leases $ 7,128 $ 2,236 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table sets forth the goodwill activity for each of the Company’s reporting units during the years ended December 31, 2015 and 2014 (in thousands): Physician Cancer Lithotripsy Total Balance at January 1, 2014: Goodwill $ 60,418 $ 54,330 $ 6,837 $ 121,585 Accumulated impairment losses — — (3,409 ) (3,409 ) 60,418 54,330 3,428 118,176 Impairment charge — (20,340 ) — (20,340 ) Balance at December 31, 2014: Goodwill 60,418 54,330 6,837 121,585 Accumulated impairment losses — (20,340 ) (3,409 ) (23,749 ) 60,418 33,990 3,428 97,836 Sale of Lithotripsy Services business — (3,428 ) (3,428 ) Error correction - see below (4,552 ) — — (4,552 ) Balance at December 31, 2015: Goodwill 55,866 54,330 — 110,196 Accumulated impairment losses — (20,340 ) — (20,340 ) $ 55,866 $ 33,990 $ — $ 89,856 |
Components of Amortizable Intangible Assets | The components of amortizable intangible assets consist of the following (in thousands): December 31, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (931 ) $ 4,315 $ 5,246 $ (738 ) $ 4,508 Trade names 11,212 (9,374 ) 1,838 11,168 (8,845 ) 2,323 Customer relationships 767 (767 ) — 767 (596 ) 171 Noncompete agreements 12,632 (4,193 ) 8,439 12,547 (2,936 ) 9,611 $ 29,857 $ (15,265 ) $ 14,592 $ 29,728 $ (13,115 ) $ 16,613 |
Estimated Amortization Expense for Intangible Assets during Next Five Years | Total estimated amortization expense for the Company’s acquired intangible assets during the next five years is as follows (in thousands): 2016 $ 1,994 2017 $ 1,993 2018 $ 1,992 2019 $ 1,679 2020 $ 1,423 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consist of the following (in thousands): December 31, 2015 2014 Accrued payables $ 4,502 $ 3,246 Accrued bonus 1,949 2,000 Other accrued liabilities 757 1,078 IBNR claims payable 13,845 11,379 Income taxes payable 335 670 $ 21,388 $ 18,373 |
Long-Term Debt and Capital Le37
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Lease Obligations | Long-term debt and capital lease obligations consist of the following (in thousands): December 31, 2015 2014 USMD Holdings, Inc. Credit Agreement: Term loan $ 6,750 $ 7,500 Revolving credit facility — — USMD Arlington related party advance, net of unamortized discount of $223 at December 31, 2015 14,777 — Convertible subordinated notes due 2019, net of unamortized discount of $2,356 and $2,978 at December 31, 2015 and 2014, respectively 21,986 21,364 Convertible subordinated notes due 2020 (including $700 related party notes) 5,050 — Subordinated related party notes payable — 3,831 Other loans payable 908 212 Capital lease obligations 7,535 1,032 57,006 33,939 Consolidated lithotripsy entities: Notes payable — 1,228 Capital lease obligations — 1,294 — 2,522 Total long-term debt and capital lease obligations 57,006 36,461 Less: current portion (8,681 ) (3,323 ) Long-term debt and capital lease obligations, less current portion $ 48,325 $ 33,138 |
Maturities of Long-Term Debt | Maturities of the Company’s long-term debt at December 31, 2015, excluding unamortized debt discounts, are as follows for the years indicated (in thousands): 2016 $ 7,195 2017 3,866 2018 3,871 2019 28,192 2020 8,890 Thereafter 36 Total $ 52,050 |
Future Minimum Lease Payments under Capital Leases and Present Value of Net Minimum Lease Payments | The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2015 are as follows for the years indicated (in thousands): 2016 $ 1,842 2017 2,150 2018 1,990 2019 1,320 2020 999 Thereafter 169 Total minimum lease payments 8,470 Less: amount representing interest (935 ) Present value of minimum lease payments 7,535 Less: current portion of capital lease obligations (1,486 ) Capital lease obligations, less current portion $ 6,049 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 may not approximate fair value are set forth in the table below (in thousands): December 31, 2015 December 31, 2014 Carrying Fair Carrying Fair Term Loan $ 6,750 $ 6,750 $ 7,500 $ 7,500 Convertible subordinated notes due 2019 $ 21,986 $ 17,805 $ 21,364 $ 19,857 Convertible subordinated notes due 2020 $ 5,050 $ 4,307 $ — $ — Other loans payable $ 908 $ 898 $ 212 $ 213 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Provision (Benefit) for Income Taxes | Significant components of the provision (benefit) for income taxes are as follows (in thousands): Years Ended 2015 2014 Current: Federal $ 697 $ 2,908 State 150 240 Total current income tax provision 847 3,148 Deferred: Federal (765 ) (8,692 ) State — — Total deferred income tax benefit (765 ) (8,692 ) Provision (benefit) for income taxes $ 82 $ (5,544 ) |
Reconciliation of Actual Tax Rate | A reconciliation of the Company’s effective tax rate from operations to the U.S. federal income tax rate is as follows: Years Ended 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes, net of federal tax benefit 1.2 (0.6 ) Net income attributable to noncontrolling interests (41.7 ) 11.7 Goodwill amortization (10.4 ) 0.8 Impairment of goodwill — (25.0 ) Unrecognized tax benefit 5.3 (1.5 ) Other 11.6 (0.9 ) Effective tax rate for income (loss) from operations 1.0 % 19.5 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The tax effects of cumulative temporary differences that give rise to significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating losses $ 1,458 $ 617 Deferred revenue 43 114 Share-based payment expense 1,549 1,252 Deferred compensation 1,589 1,642 Other compensation 991 1,630 Allowance for doubtful accounts 1,022 680 IBNR medical claims liability 4,568 3,850 Facilitative acquisition costs — 385 Intangible assets 380 397 Other 1,832 645 Total deferred tax assets 13,432 11,212 Deferred tax liabilities: Partnership investments (11,231 ) (14,778 ) Property and equipment (4,388 ) (3,544 ) Tax impact of beneficial conversion feature of debt (824 ) (1,042 ) Intangible assets (5,107 ) (5,815 ) Unrecognized tax benefit (568 ) — Other (252 ) (287 ) Total deferred tax liabilities (22,370 ) (25,466 ) Net deferred tax liabilities $ (8,938 ) $ (14,254 ) December 31, 2015 2014 Current deferred tax assets $ 6,581 $ 6,160 Current deferred tax liabilities (238 ) (287 ) Net current deferred tax assets 6,343 5,873 Noncurrent deferred tax assets 6,851 5,052 Noncurrent deferred tax liabilities (22,132 ) (25,179 ) Net noncurrent deferred tax liabilities (15,281 ) (20,127 ) Net deferred tax liabilities $ (8,938 ) $ (14,254 ) |
Share-Based Payment (Tables)
Share-Based Payment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted-Average Assumptions Used in Black-Scholes Model for Stock Options | Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: Years Ended December 31, 2015 2014 Risk-free interest rate 1.80% 1.87% Expected volatility of common stock 37.0% 42.1% Expected life of options 6.2 years 5.8 years Dividend yield 0.00% 0.00% |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2015 is as follows: Options Number Weighted- Weighted- Aggregate Outstanding as of December 31, 2014 872,312 $ 21.54 Granted 100,000 8.21 Exercised — — $ — Forfeited (75,096 ) 21.90 Outstanding as of December 31, 2015 897,216 $ 20.03 5.53 $ — Vested and expected to vest at December 31, 2015 580,578 $ 21.56 5.10 $ — Exercisable at December 31, 2015 441,509 $ 22.22 4.82 $ — |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Years Ended 2015 2014 Numerator: Net earnings (loss) attributable to USMD Holdings, Inc. – basic $ (1,616 ) $ (32,400 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — Net earnings (loss) attributable to USMD Holdings, Inc. – diluted $ (1,616 ) $ (32,400 ) Denominator: Weighted-average common shares outstanding 10,551 10,168 Effect of potentially dilutive securities: Stock options — — Convertible subordinated notes due 2019 — — Convertible subordinated notes due 2020 — — Weighted-average common shares outstanding assuming dilution 10,551 10,168 Earnings (loss) per share attributable to USMD Holdings, Inc.: Basic $ (0.15 ) $ (3.19 ) Diluted $ (0.15 ) $ (3.19 ) |
Potential Shares Excluded from Diluted Earnings (Loss) per share Calculation | The following table presents the potential shares excluded from the diluted earnings per share calculation because the effect of including these potential shares would be antidilutive (in thousands): Years Ended 2015 2014 Stock options 906 941 Convertible subordinated notes due 2019 1,042 1,042 Convertible subordinated notes due 2020 461 — 2,409 1,983 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Service Agreements | Future minimum payments due under these service agreements are as follows (in thousands): 2016 $ 966 2017 846 2018 845 2019 846 2020 741 Thereafter 78 Total $ 4,322 |
Schedule of Future Minimum Rent Payments Under Build to Suit Lease | At December 31, 2015, future minimum rent payments under the build-to-suit lease are as follows (in thousands): 2016 $ 364 2017 447 2018 461 2019 475 2020 489 Thereafter 2,816 Total $ 5,052 |
Schedule of Future Minimum Lease Commitments under Operating Leases | Future minimum cash lease payments under non-cancelable operating leases with an initial or remaining lease term in excess of one year are as follows for the years indicated (in thousands): 2016 $ 14,334 2017 12,642 2018 11,612 2019 10,386 2020 9,022 Thereafter 35,028 Total $ 93,024 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Accounts Years Ended December 31, 2015 2014 2015 2014 USMD Arlington $ 11,053 $ 10,619 $ 967 $ 472 USMD Fort Worth 3,333 3,840 383 300 Other equity method investees 1,354 1,818 50 230 $ 15,740 $ 16,277 $ 1,400 $ 1,002 |
Variable Interest Entity, Primary Beneficiary | |
Management and Other Services Revenue and Accounts Receivable | Medical services expense incurred by WNI-DFW with these entities and its related accounts payable are as follows (in thousands): Medical Services Accounts Years Ended December 31, 2015 2014 2015 2014 USMD Arlington $ 1,757 $ 853 $ 198 $ 162 USMD Fort Worth 430 232 66 53 $ 2,187 $ 1,085 $ 264 $ 215 |
Description of Business and B44
Description of Business and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015TreatmentCenterLabFacilityHospitalState | |
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 |
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 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 IDTFs | Facility | 1 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies and Pronouncements - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2015USD ($)EntitySegment | Dec. 31, 2014USD ($)Entity | |
Significant Accounting Policies [Line Items] | ||
Patient service revenue from physician recruitment agreements | $ 193,030,000 | $ 187,424,000 |
Allowance for doubtful accounts of gross accounts receivable | 11.20% | 7.80% |
Impairment charges of long-lived assets and other intangible assets | $ 0 | $ 0 |
EHR incentive income | $ 0 | $ 1,200,000 |
Consolidated lithotripsy entities that are less than 100% owned | Entity | 18 | |
Consolidated variable interest entity that is less than 100% owned | Entity | 1 | 1 |
Number of operating segments | Segment | 1 | |
Physician Recruitment Agreements | ||
Significant Accounting Policies [Line Items] | ||
Patient service revenue from physician recruitment agreements | $ 300,000 | $ 700,000 |
Other Operating Expenses | ||
Significant Accounting Policies [Line Items] | ||
Advertising expense | 600,000 | 400,000 |
Other Current Liabilities | Physician Recruitment Agreements | ||
Significant Accounting Policies [Line Items] | ||
Deferred revenue associated with physician recruitment agreements | 200,000 | 300,000 |
Other Long Term Liabilities | Physician Recruitment Agreements | ||
Significant Accounting Policies [Line Items] | ||
Deferred revenue associated with physician recruitment agreements | $ 100,000 | $ 300,000 |
Percentage of Patient and Custo
Percentage of Patient and Customer Accounts Receivable (Detail) - Accounts Receivable - Credit Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 100.00% | 100.00% |
Self-pay | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 3.00% | 4.00% |
Government-related programs | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 46.00% | 33.00% |
Managed care and commercial payers | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 51.00% | 54.00% |
Customer | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 9.00% |
Summary of Accounts Receivable
Summary of Accounts Receivable Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organizations [Abstract] | ||
Beginning balance | $ 2,100 | $ 1,758 |
Provision for Doubtful Accounts Related to Patient Service Revenue | 5,649 | 3,492 |
Provision for Doubtful Accounts | (89) | 183 |
Write-offs, net of Recoveries | (4,740) | (3,333) |
Ending balance | $ 2,920 | $ 2,100 |
Estimated Useful Lives of Asset
Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 1 year |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 15 years |
Furniture and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 2 years |
Furniture and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 15 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 1 year |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Sale of Lithotripsy Services 49
Sale of Lithotripsy Services Business - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 18, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash received from sale of Lithotripsy Service business | $ 19.8 | |||
Proceeds from sale of Lithotripsy Services business | $ 9.3 | |||
Escrow deposit | $ 3 | $ 3 | ||
Gain on sale of lithotripsy services | 11.8 | |||
Income tax expense (Benefit) on sale of Lithotripsy Service business | 4.1 | |||
Pre-tax profit of Lithotripsy Services business attributable to noncontrolling interests | 14.9 | $ 15.5 | ||
Pre-tax profit of Lithotripsy Services business attributable to USMD Holdings, Inc | $ 3.8 | $ 4.4 | ||
Lithotripsy Partnership | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Non cash gain (loss) on deconsolidation of partnership | 6.3 | |||
Income tax expense (Benefit) on sale of Lithotripsy Service business | $ 2.2 |
Carrying Amount of Assets and L
Carrying Amount of Assets and Liabilities of WNI-DFW (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Current assets: | ||||||
Cash and cash equivalents | $ 29,593 | [1] | $ 15,940 | [1] | $ 13,137 | |
Accounts receivable | [1] | 23,176 | 24,673 | |||
Total current assets | [1] | 76,270 | 53,464 | |||
Current liabilities: | ||||||
Accounts payable | [2] | 7,614 | 7,708 | |||
Other accrued liabilities | 757 | 1,078 | ||||
Total current liabilities | [2] | 49,623 | 43,826 | |||
Variable Interest Entity, Primary Beneficiary | ||||||
Current assets: | ||||||
Cash and cash equivalents | 13,254 | 10,169 | ||||
Accounts receivable | 2,353 | 1,150 | ||||
Prepaid expenses | 22 | 61 | ||||
Deferred tax asset | 4,568 | 3,850 | ||||
Total current assets | 20,197 | 15,230 | ||||
Current liabilities: | ||||||
Accounts payable | 2,517 | 3,517 | ||||
Other accrued liabilities | 14,141 | 11,506 | ||||
Total current liabilities | $ 16,658 | $ 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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 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 $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | |
Variable Interest Entity [Line Items] | |||
Capitated revenue | $ 95,822 | $ 66,544 | |
Income before provision for income taxes | 8,070 | (28,430) | |
Accrued medical claims IBNR | 13,800 | 11,400 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Capitated revenue | 95,800 | 66,500 | |
Income before provision for income taxes | $ 13,200 | $ 7,000 | |
Advance to WNI-DFW | $ 700 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Oct. 01, 2015USD ($)Employee | May. 15, 2014 | Dec. 31, 2015USD ($)Entityshares |
Trade names | |||
Business Acquisition [Line Items] | |||
Amortization period of intangible assets | 5 years | ||
Physician General Surgery Practice [Member] | |||
Business Acquisition [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 | ||
Value payable to the former owners | $ 200,000 | ||
Physician General Surgery Practice [Member] | Noncompete agreements | |||
Business Acquisition [Line Items] | |||
Noncompete agreement intangible assets | $ 84,000 | ||
Amortization period of intangible assets | 10 years | ||
Physician General Surgery Practice [Member] | Trade names | |||
Business Acquisition [Line Items] | |||
Noncompete agreement intangible assets | $ 44,000 | ||
Amortization period of intangible assets | 44 months | ||
Physician Practice | |||
Business Acquisition [Line Items] | |||
Cash consideration paid as consideration in business combination | $ 104,000 | ||
Business combination consideration, payable in common stock | $ 167,000 | ||
Number of businesses acquired | Entity | 4 | ||
Number of equity instruments paid as consideration in the business combination | shares | 12,385 | ||
Total noncompete agreement intangible assets | $ 20,536 | ||
Weighted-average amortization period of acquired intangible assets | 3 years 1 month 6 days |
Estimated Fair Values of Assets
Estimated Fair Values of Assets Acquired at Business Combination Date (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Inventories | $ 38,022 | |
Property and equipment | $ 115,947 | 212,565 |
Other assets - noncurrent | 12,613 | |
Assets acquired | 256,805 | 271,123 |
Noncompete agreements | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | 84,245 | $ 20,536 |
Trade names | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 44,000 |
Net Carrying Values and Ownersh
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | [1] | $ 68,851 | $ 59,780 |
USMD Hospital at Arlington, L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 51,872 | $ 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 | $ 10,277 | $ 9,956 | |
Percentage of wholly owned subsidiary | 30.88% | 30.88% | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 6,702 | $ 306 | |
Other | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of wholly owned subsidiary | 10.00% | 4.00% | |
Other | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of wholly owned subsidiary | 60.00% | 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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Investments in Nonconsolidate55
Investments in Nonconsolidated Affiliates - Additional Information (Detail) $ in Millions | Dec. 31, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Difference between carrying amount of investments and company's equity in underlying net assets | $ 40.9 |
Lithotripsy Services Business [Member] | Ownership Retained in Sale of Business [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Noncontrolling limited partner interest | 60.00% |
Equity method investment, estimated fair value | $ 6.6 |
Summarized Combined Financial I
Summarized Combined Financial Information for Nonconsolidated Affiliates Accounted for under Equity Method (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Current assets | $ 32,760 | $ 33,298 |
Noncurrent assets | 92,844 | 78,835 |
Current liabilities | 17,449 | 16,885 |
Noncurrent liabilities | 57,146 | 48,839 |
Revenue | 129,747 | 143,952 |
Operating income | 28,397 | 35,807 |
Income from continuing operations | 25,955 | 32,074 |
Net income | $ 25,955 | $ 32,074 |
Summarized Financial Informatio
Summarized Financial Information for Individually Significant Equity Method Investees (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 32,760 | $ 33,298 |
Noncurrent assets | 92,844 | 78,835 |
Current liabilities | 17,449 | 16,885 |
Noncurrent liabilities | 57,146 | 48,839 |
Revenue | 129,747 | 143,952 |
Operating income | 28,397 | 35,807 |
Income from continuing operations | 25,955 | 32,074 |
Net income | 25,955 | 32,074 |
USMD Hospital at Arlington, L.P. | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 24,536 | 22,853 |
Noncurrent assets | 74,211 | 54,992 |
Current liabilities | 12,507 | 9,698 |
Noncurrent liabilities | 48,123 | 35,309 |
Revenue | 99,167 | 93,486 |
Operating income | 22,287 | 21,878 |
Income from continuing operations | 20,183 | 19,301 |
Net income | 20,183 | 19,301 |
USMD Hospital at Fort Worth, L.P. | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 6,116 | 6,828 |
Noncurrent assets | 16,821 | 16,812 |
Current liabilities | 3,839 | 4,068 |
Noncurrent liabilities | 7,513 | 9,108 |
Revenue | 24,499 | 36,634 |
Operating income | 2,672 | 8,721 |
Income from continuing operations | 2,045 | 7,953 |
Net income | $ 2,045 | $ 7,953 |
Patient Service Revenue (Detail
Patient Service Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $ 193,030 | $ 187,424 |
Patient service revenue provision for doubtful accounts, Amount | (5,649) | (3,492) |
Net patient service revenue, Amount | $ 187,381 | $ 183,932 |
Health care organization patient service revenue percentage | 103.00% | 101.90% |
Patient service revenue provision for doubtful accounts, percentage | (3.00%) | (1.90%) |
Net patient service revenue, Percentage | 100.00% | 100.00% |
Medicare | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $ 59,472 | $ 56,091 |
Health care organization patient service revenue percentage | 31.70% | 30.50% |
Medicaid | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $ 497 | $ 1,346 |
Health care organization patient service revenue percentage | 0.30% | 0.70% |
Managed care and commercial payers | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $ 128,861 | $ 126,362 |
Health care organization patient service revenue percentage | 68.80% | 68.70% |
Self-pay | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Health care organization patient service revenue one | $ 4,200 | $ 3,625 |
Health care organization patient service revenue percentage | 2.20% | 2.00% |
Summary of Property and Equipme
Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 47,670 | $ 40,115 | |
Less: accumulated depreciation and amortization | (18,689) | (19,319) | |
Property and equipment, net | [1] | 28,981 | 20,796 |
Building Under Build To Suit Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 4,371 | ||
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 16,710 | 12,925 | |
Furniture and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 21,799 | 23,764 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 4,790 | $ 3,426 | |
[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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Estimated fair market value | $ 47,670 | $ 40,115 |
Property and equipment depreciation | 7,100 | $ 5,800 |
Building Under Build To Suit Lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated fair market value | $ 4,371 |
Assets Recorded under Capital L
Assets Recorded under Capital Lease Arrangements Included in Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Less: accumulated amortization | $ (691) | $ (1,183) |
Net assets recorded under capital leases | 7,128 | 2,236 |
Furniture and Equipment | ||
Capital Leased Assets [Line Items] | ||
Gross assets recorded under capital leases | $ 7,819 | $ 3,419 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Goodwill [Line Items] | |||||
Sale of Lithotripsy Services business | $ (3,428,000) | ||||
Impairment charge | $ (20,340,000) | ||||
Error correction - see below | (4,552,000) | ||||
Goodwill | 110,196,000 | 121,585,000 | $ 121,585,000 | ||
Accumulated impairment losses | (20,340,000) | (23,749,000) | (3,409,000) | ||
Goodwill, net | 89,856,000 | [1] | 97,836,000 | [1] | 118,176,000 |
Physician Practice | |||||
Goodwill [Line Items] | |||||
Impairment charge | 0 | ||||
Error correction - see below | (4,552,000) | ||||
Goodwill | 55,866,000 | 60,418,000 | 60,418,000 | ||
Goodwill, net | 55,866,000 | 60,418,000 | 60,418,000 | ||
Cancer Treatment Services | |||||
Goodwill [Line Items] | |||||
Impairment charge | (20,340,000) | ||||
Goodwill | 54,330,000 | 54,330,000 | 54,330,000 | ||
Accumulated impairment losses | (20,340,000) | (20,340,000) | |||
Goodwill, net | 33,990,000 | 33,990,000 | 54,330,000 | ||
Lithotripsy Entity | |||||
Goodwill [Line Items] | |||||
Sale of Lithotripsy Services business | $ (3,428,000) | ||||
Goodwill | 6,837,000 | 6,837,000 | |||
Accumulated impairment losses | (3,409,000) | (3,409,000) | |||
Goodwill, net | $ 3,428,000 | $ 3,428,000 | |||
[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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 15,230 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Goodwill and Other Intangible63
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | May. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2014 |
Goodwill and Other Intangible Assets [Line Items] | ||||
Sale of Lithotripsy Services | $ 3,428,000 | |||
Quantifying misstatement in current year financial statements, amount | (4,552,000) | |||
Goodwill impairment charge | $ 20,340,000 | |||
Amortization of intangible assets | $ 2,200,000 | 2,000,000 | ||
Impairment loss | 8,400,000 | |||
Weighted average period for management agreements | 25 years 10 months 24 days | |||
Indefinite-lived intangible asset, trade name | $ 10,700,000 | |||
Finite-lived intangible asset, trade name | 300,000 | |||
Gross value of all acquired intangible assets | $ 29,857,000 | 29,728,000 | ||
Measurement Period Adjustments | Goodwill And Noncurrent Deferred Tax Liability | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Quantifying misstatement in current year financial statements, amount | 4,600,000 | |||
Trade names | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Impairment loss | $ 8,400,000 | 8,400,000 | ||
Gross value of all acquired intangible assets | 11,212,000 | 11,168,000 | $ 2,600,000 | |
Estimated useful life of trade names | 5 years | |||
Physician Practice | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Quantifying misstatement in current year financial statements, amount | (4,552,000) | |||
Goodwill impairment charge | 0 | |||
Cancer Treatment Services | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Goodwill impairment charge | $ 20,340,000 | |||
Lithotripsy Entity | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Sale of Lithotripsy Services | $ 3,428,000 |
Components of Amortizable Intan
Components of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 29,857 | $ 29,728 | |
Accumulated Amortization | (15,265) | (13,115) | |
Net Carrying Amount | 14,592 | 16,613 | |
Management agreement | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 5,246 | 5,246 | |
Accumulated Amortization | (931) | (738) | |
Net Carrying Amount | 4,315 | 4,508 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 11,212 | 11,168 | $ 2,600 |
Accumulated Amortization | (9,374) | (8,845) | |
Net Carrying Amount | 1,838 | 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 | 12,632 | 12,547 | |
Accumulated Amortization | (4,193) | (2,936) | |
Net Carrying Amount | $ 8,439 | $ 9,611 |
Estimated Amortization Expense
Estimated Amortization Expense for Intangible Assets during Next Five Years (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 1,994 |
2,017 | 1,993 |
2,018 | 1,992 |
2,019 | 1,679 |
2,020 | $ 1,423 |
Summary of Other Accrued Liabil
Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Accrued Liabilities | |||
Accrued payables | $ 4,502 | $ 3,246 | |
Accrued bonus | 1,949 | 2,000 | |
Other accrued liabilities | 757 | 1,078 | |
IBNR claims payable | 13,845 | 11,379 | |
Income taxes payable | 335 | 670 | |
Other accrued liabilities | [1] | $ 21,388 | $ 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 $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 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 Le67
Long-Term Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | May. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | Jan. 01, 2007 |
Schedule of Long-term Debt Instruments | |||||
Term loan | $ 6,750 | ||||
Revolving credit facility | $ 10,000 | ||||
Total long-term debt and capital lease obligations | $ 57,006 | $ 36,461 | |||
Less: current portion | (8,681) | (3,323) | |||
Long-term debt and capital lease obligations, less current portion | 48,325 | 33,138 | |||
Total long-term debt and capital lease obligations | 57,006 | 36,461 | |||
USMD Holdings | |||||
Schedule of Long-term Debt Instruments | |||||
Term loan | 6,750 | 7,500 | |||
Revolving credit facility | 0 | 0 | |||
Subordinated related party notes payable | 3,831 | ||||
Other loans payable | 908 | 212 | |||
Capital lease obligations | 7,535 | 1,032 | |||
Total long-term debt and capital lease obligations | 57,006 | 33,939 | |||
Total long-term debt and capital lease obligations | 57,006 | 33,939 | |||
USMD Holdings | USMD Hospital at Arlington, L.P. | |||||
Schedule of Long-term Debt Instruments | |||||
Related party advance | 14,777 | ||||
USMD Holdings | Convertible Subordinated Notes Due 2019 | |||||
Schedule of Long-term Debt Instruments | |||||
Convertible subordinated notes | 21,986 | 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 | $ 1,200 | 1,228 | |||
Subordinated related party notes payable | $ 3,200 | ||||
Capital lease obligations | $ 1,200 | 1,294 | |||
Total long-term debt and capital lease obligations | 2,522 | ||||
Total long-term debt and capital lease obligations | $ 2,522 |
Long-Term Debt and Capital Le68
Long-Term Debt and Capital Lease Obligations (Parenthetical) (Detail) - USMD Holdings - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes payable to related party | $ 3,831 | |
Convertible Subordinated Notes Due 2019 | ||
Debt Instrument [Line Items] | ||
Unamortized discount | $ 2,356 | $ 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 | $ 223 |
Long-Term Debt and Capital Le69
Long-Term Debt and Capital Lease Obligations - Additional Information - Credit Agreement (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | |
Debt Instrument [Line Items] | |||
Term loan | $ 6,750,000 | ||
Revolving credit facility | $ 10,000,000 | ||
Maximum annual financing of capital expenditures | $ 6,000,000 | ||
Loss on debt extinguishment related to write off of unamortized deferred debt issuance costs associated with the other lenders | $ 171,000 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument senior leverage ratio | 100.00% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument senior leverage ratio | 100.00% | ||
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% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Cash collateral for borrowed securities | $ 6,750,000 | ||
Interest rate on cash held as collateral | 0.55% | ||
Maturity date of term loan | Dec. 21, 2016 | ||
Loan fixed interest rate | 1.80% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolver termination date | Dec. 21, 2016 | ||
Interest rate description | 30-Day London Interbank Offered Rate ("LIBOR") plus 3.50%, or the U.S. prime rate plus 0.50%, with a floor of 4.00% | ||
Floor rate | 4.00% | ||
Commitment fee payable | 0.50% | ||
Maximum annual financing of Capital Expenditures | $ 1,500,000 | ||
Revolving Credit Facility | Libor Rate | |||
Debt Instrument [Line Items] | |||
Margin in addition to LIBOR | 3.50% | ||
Revolving Credit Facility | Prime Rate | |||
Debt Instrument [Line Items] | |||
Margin in addition to LIBOR | 0.50% |
Long-Term Debt and Capital Le70
Long-Term Debt and Capital Lease Obligations - Additional Information - USMD Arlington Related Party Advance (Detail) - USD ($) | Sep. 18, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Proceeds from the Advance | $ 4,350,000 | $ 6,769,000 | |
USMD Hospital at Arlington, L.P. | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 15,000,000 | ||
Proceeds from the Advance | $ 14,800,000 | ||
Variable rate at balance sheet date | 3.27% | ||
Principal payments | $ 312,500 | ||
Principal payments beginning date | Dec. 31, 2016 | ||
Debt instrument maturity date | Nov. 28, 2020 | ||
USMD Hospital at Arlington, L.P. | Libor Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument variable rate term, description | 30-Day LIBOR plus a margin of 2.85% (3.27% at December 31, 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 Le71
Long-Term Debt and Capital Lease Obligations - Additional Information - Convertible Subordinated Notes Due 2020 (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)shares$ / shares | Apr. 29, 2015USD ($) | Mar. 13, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, Carrying value | $ 52,050 | ||
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 Le72
Long-Term Debt and Capital Lease Obligations - Additional Information - Convertible Subordinated Notes Due 2019 (Detail) - 2019-03 Convertible Notes $ / shares in Units, $ in Millions | Sep. 01, 2013USD ($) | Dec. 31, 2015USD ($)shares$ / shares | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 24.3 | ||
Debt instrument fixed interest rate | 5.00% | ||
Debt instrument maturity date | Mar. 1, 2019 | ||
Conversion price of common stock, per share | $ / shares | $ 23.37 | ||
Debt instrument, convertible, number of shares | shares | 1,041,577 | ||
Convertible subordinated notes, effective interest rate | 8.50% | ||
Intrinsic value of the conversion option | $ 3.7 | ||
Unamortized discount | $ 2.4 | ||
Remaining amortized period | 38 months | ||
Convertible subordinated notes interest expenses | $ 1.8 | $ 1.8 | |
Convertible subordinated notes interest expenses, contractual interest rate | 1.2 | 1.2 | |
Convertible subordinated notes interest expenses, discount accretion | $ 0.6 | $ 0.6 |
Long-Term Debt and Capital Le73
Long-Term Debt and Capital Lease Obligations - Additional Information - Other Loans Payable (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 893,000 | |||
USMD Hospital at Arlington, L.P. | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Nov. 28, 2020 | |||
Other Loans Payable, Financed Directors and Officers | ||||
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 490,000 | |||
Fixed interest rate | 3.53% | |||
Principal and interest payments | $ 45,000 | |||
Debt instrument, frequency of periodic payment | Eleven equal installments | |||
Debt instrument maturity date | Jul. 31, 2016 | |||
Other Loans Payable, Financed Training | ||||
Debt Instrument [Line Items] | ||||
Services purchased and financed with debt recorded in other current assets | $ 351,000 | |||
Principal and interest payments | $ 8,000 | |||
Debt instrument, frequency of periodic payment | Financing arrangements were effective August 4, 2015 and have terms ranging from 44 to 66 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% |
Maturities of Long-Term Debt (D
Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 7,195 |
2,017 | 3,866 |
2,018 | 3,871 |
2,019 | 28,192 |
2,020 | 8,890 |
Thereafter | 36 |
Total | $ 52,050 |
Long-Term Debt and Capital Le75
Long-Term Debt and Capital Lease Obligations - Additional Information - Capital Lease Obligations (Detail) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015USD ($)Installment | Jul. 31, 2015USD ($)Installment | Dec. 31, 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] | ||||
Capital lease obligations | $ 5,900,000 | |||
Software Licenses | Equipment Leased | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations | $ 1,000,000 | |||
Furniture And Medical Equipment Leasing Arrangement | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations | $ 246,000 | |||
Capital Lease Obligations | Medical Systems Leasing Arrangement | ||||
Debt Instrument [Line Items] | ||||
Number of leases | Installment | 12 | |||
Lease arrangement, required minimum monthly payment | $ 35,000 | |||
USMD Arlington IDTF Master leasing arrangement | Beginning in early 2016, the 66 month leases require minimum monthly payments of $63,000, the 60 month leases require minimum monthly payments of $5,000, the 55 month lease requires minimum monthly payments of $11,000 and the 44 month leases require minimum monthly payments of $58,000. | |||
Debt instrument, frequency of periodic payment | 25 minimum quarterly | |||
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 | $ 11,000 | |||
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 | $ 58,000 | |||
Capital Lease Obligations | Medical Systems Leasing Arrangement | Lease Term of 60 Month | ||||
Debt Instrument [Line Items] | ||||
Lease arrangement, number of installments | Installment | 60 | |||
Lease arrangement, required minimum monthly payment | $ 5,000 | |||
Capital Lease Obligations | Software Licenses | ||||
Debt Instrument [Line Items] | ||||
Lease arrangement, number of installments | Installment | 35 | |||
Lease arrangement, required minimum monthly payment | $ 27,000 | |||
USMD Arlington IDTF Master leasing arrangement | The lease required an initial payment of $87,000 on July 7, 2015 followed by 35 monthly payments of $27,000 beginning August 7, 2015. | |||
Capital Lease initial payment | $ 87,000 | |||
Capital Lease Obligations | Furniture And Medical Equipment Leasing Arrangement | ||||
Debt Instrument [Line Items] | ||||
Lease arrangement, number of installments | Installment | 60 | |||
Lease arrangement, required minimum monthly payment | $ 5,000 |
Future Minimum Lease Payments u
Future Minimum Lease Payments under Capital Leases and Present Value of Net Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
2,016 | $ 1,842 | ||
2,017 | 2,150 | ||
2,018 | 1,990 | ||
2,019 | 1,320 | ||
2,020 | 999 | ||
Thereafter | 169 | ||
Total minimum lease payments | 8,470 | ||
Less: amount representing interest | (935) | ||
Present value of minimum lease payments | 7,535 | ||
Less: current portion of capital lease obligations | [1] | (1,486) | $ (537) |
Capital lease obligations, less current portion | [1] | 6,049 | $ 1,789 |
Present value of minimum lease payments | $ 7,535 | ||
[1] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 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 Le77
Long-Term Debt and Capital Lease Obligations - Additional Information - Impact to Long-Term Debt and Capital Lease Obligations due to Sale of Lithotripsy Services Business (Detail) - Lithotripsy Entity $ in Thousands | May. 31, 2015USD ($)Entity | Dec. 31, 2014USD ($) | Jan. 01, 2007USD ($) |
Debt Instrument [Line Items] | |||
Partnership interests acquired | 59.40% | ||
Notes payable to related parties | $ 3,200 | ||
Capital lease obligations | $ 1,200 | $ 1,294 | |
Notes payable | $ 1,200 | $ 1,228 | |
Notes Payable, Other Payables Financed Equipment [Member] | |||
Debt Instrument [Line Items] | |||
Number of Lithotripsy partnerships | Entity | 1 | ||
Capital lease obligations | $ 500 |
Carrying Value and Estimated Fa
Carrying Value and Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term loan | $ 6,750 | ||
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 | 21,986 | 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 | Notes Payable, Other Payables | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Other loans payable | 908 | 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 | 17,805 | 19,857 | |
Fair Value | Convertible Subordinated Notes Due 2020 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes payable, fair value | 4,307 | ||
Fair Value | Notes Payable, Other Payables | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes payable, fair value | $ 898 | $ 213 |
Fair Value of Financial Instr79
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | May. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate | 17.00% | ||
Goodwill impairment charge | $ 20,340 | ||
Impairment loss | 8,400 | ||
Cancer Treatment Services | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment charge | 20,340 | ||
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Pre-tax royalty rate | 0.10% | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Pre-tax royalty rate | 1.00% | ||
Lithotripsy Services Business [Member] | Sale of Interest in Consolidated Subsidiary [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest in wholly owned consolidated lithotripsy partnership | 40.00% | ||
Estimated fair value of investment in nonconsolidated affiliate | $ 6,600 | ||
Discount rate | 15.00% | ||
Projected revenue growth rate | 3.00% | ||
Lithotripsy Services Business [Member] | Sale of Interest in Consolidated Subsidiary [Member] | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs, earnings before interest, taxes, depreciation, and amortization multiple estimates | 5 | ||
Lithotripsy Services Business [Member] | Sale of Interest in Consolidated Subsidiary [Member] | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs, earnings before interest, taxes, depreciation, and amortization multiple estimates | 7.3 | ||
Trade names | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Intangible asset, trade name | $ 11,000 | ||
Estimated fair value of acquired trade names | 2,600 | ||
Impairment loss | $ 8,400 | $ 8,400 | |
Estimated useful life of trade names | 5 years |
Deferred Compensation Plans - A
Deferred Compensation Plans - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)Installment | Dec. 31, 2014USD ($) | ||
Compensation Related Costs [Abstract] | |||
Number of installments of distribution | Installment | 5 | ||
Deferred compensation obligation | $ 4,500 | ||
Deferred compensation obligation, long-term | [1] | 4,275 | $ 4,491 |
Deferred compensation obligation, current | $ 200 | ||
[1] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Schedule of Significant Compone
Schedule of Significant Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ 697 | $ 2,908 |
State | 150 | 240 |
Total current income tax provision | 847 | 3,148 |
Deferred: | ||
Federal | (765) | (8,692) |
State | 0 | 0 |
Total deferred income tax benefit | (765) | (8,692) |
Provision (benefit) for income taxes | $ 82 | $ (5,544) |
Reconciliation of Actual Tax Ra
Reconciliation of Actual Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 35.00% | 35.00% |
State income taxes, net of federal tax benefit | 1.20% | (0.60%) |
Net income attributable to noncontrolling interests | (41.70%) | 11.70% |
Goodwill amortization | (10.40%) | 0.80% |
Impairment of goodwill | (25.00%) | |
Unrecognized tax benefit | 5.30% | (1.50%) |
Other | 11.60% | (0.90%) |
Effective tax rate for income (loss) from operations | 1.00% | 19.50% |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Deferred tax assets: | |||
Net operating losses | $ 1,458 | $ 617 | |
Deferred revenue | 43 | 114 | |
Share-based payment expense | 1,549 | 1,252 | |
Deferred compensation | 1,589 | 1,642 | |
Other compensation | 991 | 1,630 | |
Allowance for doubtful accounts | 1,022 | 680 | |
IBNR medical claims liability | 4,568 | 3,850 | |
Facilitative acquisition costs | 385 | ||
Intangible assets | 380 | 397 | |
Other | 1,832 | 645 | |
Total deferred tax assets | 13,432 | 11,212 | |
Deferred tax liabilities: | |||
Partnership investments | (11,231) | (14,778) | |
Property and equipment | (4,388) | (3,544) | |
Tax impact of beneficial conversion feature of debt | (824) | (1,042) | |
Intangible assets | (5,107) | (5,815) | |
Unrecognized tax benefit | (568) | ||
Other | (252) | (287) | |
Total deferred tax liabilities | (22,370) | (25,466) | |
Net deferred tax liabilities | (8,938) | (14,254) | |
Current deferred tax assets | 6,581 | 6,160 | |
Current deferred tax liabilities | (238) | (287) | |
Net current deferred tax assets | [1] | 6,343 | 5,873 |
Noncurrent deferred tax assets | 6,851 | 5,052 | |
Noncurrent deferred tax liabilities | (22,132) | (25,179) | |
Net noncurrent deferred tax liabilities | [2] | (15,281) | (20,127) |
Net deferred tax liabilities | $ (8,938) | $ (14,254) | |
[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 $ 13,254 $ 10,169 Accounts receivable 2,353 1,150 Prepaid expenses 22 61 Deferred tax asset 4,568 3,850 Total current assets $ 20,197 $ 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 $ 2,517 $ 3,517 Other accrued liabilities 14,141 11,506 Total current liabilities $ 16,658 $ 15,023 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Total unrecognized tax benefits | $ 568,000 | $ 142,000 |
Unrecognized tax benefit, expected increase within the next twelve months | 426,000 | |
Recognized deferred tax assets | 13,432,000 | $ 11,212,000 |
Unused net operating loss carryforwards | $ 4,200,000 | |
Unused net operating loss carryforwards, expiration year | 2,031 |
Share-Based Payment - Additiona
Share-Based Payment - Additional Information (Detail) - USD ($) | Dec. 11, 2015 | Nov. 24, 2015 | Oct. 06, 2015 | Mar. 06, 2015 | Mar. 05, 2015 | Mar. 04, 2015 | Feb. 20, 2015 | Mar. 06, 2014 | Aug. 31, 2012 | Jul. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 14, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Remaining contractual term, stock options vested | 5 years 1 month 6 days | |||||||||||||
Aggregate intrinsic value of stock options | $ 0 | |||||||||||||
Common stock fair value | $ 2,979,000 | |||||||||||||
Number of common stock not registered under Securities Act | 19,501 | |||||||||||||
Salary Deferral Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation, shares granted | 102,578 | |||||||||||||
Share-based compensation, common stock granted at fair value | $ 150,000 | $ 840,000 | ||||||||||||
Number of common stock issued | 15,700 | 102,578 | ||||||||||||
Contribution | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Venture option to purchase company's common stock | 68,982 | |||||||||||||
Exercise price | $ 24.84 | |||||||||||||
Remaining contractual term, stock options vested | 1 year 8 months 12 days | |||||||||||||
Aggregate intrinsic value of stock options | $ 0 | |||||||||||||
USMD Holdings | Equity Compensation Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock for issuance | 2,500,000 | |||||||||||||
Holdings reserved shares for grant | 300,000 | 1,700,000 | ||||||||||||
Stock options, contractual life | 10 years | |||||||||||||
Stock option granted weighted average fair value | $ 3.03 | $ 5.57 | ||||||||||||
Salaries, wages and employee benefits | $ 1,000,000 | $ 1,300,000 | ||||||||||||
Unrecognized compensation cost related to unvested share-based compensation awards | $ 2,000,000 | |||||||||||||
Share-based payment remaining weighted-average period | 2 years 7 months 6 days | |||||||||||||
USMD Holdings | Employed Physicians | Equity Compensation Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation, shares granted | 672,043 | 228,551 | ||||||||||||
Share-based compensation, common stock granted at fair value | $ 5,400,000 | $ 2,000,000 | ||||||||||||
Number of common stock issued | 672,043 | 228,551 | ||||||||||||
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 | |||||||||||||
Number of common stock issued | 40,311 | 14,958 | ||||||||||||
Common stock fair value | $ 243,000 | |||||||||||||
USMD Holdings | Board of Directors | Equity Compensation Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation, shares granted | 74,572 | 60,324 | ||||||||||||
Share-based compensation, common stock granted at fair value | $ 640,000 | $ 646,000 | ||||||||||||
Number of common stock issued | 53,050 | 53,050 | 30,724 | 29,600 | ||||||||||
Common stock fair value | $ 478,000 | $ 478,000 | $ 273,000 | $ 373,000 | ||||||||||
USMD Holdings | Consultant | Equity Compensation Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares granted to consultant in payment of service rendered | 15,103 | 4,842 | ||||||||||||
Grant date fair value of shares granted to consultant in payment of service rendered | $ 122,629 | $ 52,000 | ||||||||||||
Number of shares issued to consultant in payment of service rendered | 9,623 | 2,853 | ||||||||||||
Grant date fair value of shares issued to consultant in payment of service rendered | $ 73,000 | $ 34,000 |
Weighted-Average Assumptions Us
Weighted-Average Assumptions Used in Black-Scholes Model for Stock Options (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate | 1.80% | 1.87% |
Expected volatility of common stock | 37.00% | 42.10% |
Expected life of options | 6 years 2 months 12 days | 5 years 9 months 18 days |
Dividend yield | 0.00% | 0.00% |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Opening balance of Number of Shares Outstanding | shares | 872,312 |
Number of Shares, Granted | shares | 100,000 |
Number of Shares, Exercised | shares | 0 |
Number of Shares, Forfeited | shares | (75,096) |
Ending balance of Number of Shares Outstanding | shares | 897,216 |
Ending balance of Number of Shares, Vested and expected to vest | shares | 580,578 |
Ending balance of Number of Shares, Exercisable | shares | 441,509 |
Opening balance of Weighted-Average Exercise Price Outstanding | $ / shares | $ 21.54 |
Weighted-Average Exercise Price, Granted | $ / shares | 8.21 |
Weighted-Average Exercise Price, Exercised | $ / shares | 0 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 21.90 |
Ending balance of Weighted-Average Exercise Price, Outstanding | $ / shares | 20.03 |
Ending balance of Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | 21.56 |
Ending balance of Weighted-Average Exercise Price, Exercisable | $ / shares | $ 22.22 |
Ending balance of Weighted-Average Remaining Contractual Term, Outstanding | 5 years 6 months 11 days |
Ending balance of Weighted-Average Remaining Contractual Term, Vested and expected to vest | 5 years 1 month 6 days |
Ending balance of Weighted-Average Remaining Contractual Term, Exercisable | 4 years 9 months 26 days |
Exercised, Aggregate Intrinsic Value | $ | $ 0 |
Ending balance of Aggregate Intrinsic Value, Outstanding | $ | 0 |
Ending balance of Aggregate Intrinsic Value, Vested and expected to vest | $ | 0 |
Ending balance of Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
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 | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||
Net earnings (loss) attributable to USMD Holdings, Inc. - basic | $ (1,616) | $ (32,400) |
Interest on convertible notes, net of tax | 0 | 0 |
Net earnings (loss) attributable to USMD Holdings, Inc. - diluted | $ (1,616) | $ (32,400) |
Denominator: | ||
Weighted-average common shares outstanding | 10,551 | 10,168 |
Stock options | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 10,551 | 10,168 |
Earnings (loss) per share attributable to USMD Holdings, Inc.: | ||
Basic | $ (0.15) | $ (3.19) |
Diluted | $ (0.15) | $ (3.19) |
Convertible Subordinated Notes Due 2019 | ||
Denominator: | ||
Convertible subordinated notes | 0 | 0 |
Convertible Subordinated Notes Due 2020 | ||
Denominator: | ||
Convertible subordinated notes | 0 | 0 |
Potential Shares Excluded from
Potential Shares Excluded from Diluted Earnings per share Calculation (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 2,409 | 1,983 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 906 | 941 |
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 |
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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 16, 2016USD ($) | Apr. 18, 2014USD ($) | Oct. 26, 2012USD ($)Installment | Jan. 31, 2015USD ($) | Nov. 30, 2012USD ($) | Dec. 31, 2015USD ($)Leases |
Commitments and Contingencies Disclosure [Line Items] | ||||||
Maximum aggregate payments to pay the obligations due | $ 24,600,000 | |||||
Remaining terms of guarantees, description | The remaining terms of these guarantees range from 31 to 149 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 | $ 252,000 | |||||
Estimate range of loss, minimum | 200,000 | |||||
Estimate range of loss, maximum | $ 800,000 | |||||
Claim settlement amount | $ 650,000 | |||||
Number of installments to pay settlement amount | Installment | 55 | |||||
Installments on the first day of each of month | $ 10,000 | |||||
Cash received associated with the settlement | $ 342,500 | $ 100,000 | ||||
Lease expiration | Non-cancelable operating lease agreements expiring at various dates through 2028 | |||||
Landlord funded leasehold improvements | $ 1,671,000 | |||||
Future minimum rentals to be received under non-cancelable subleases | 1,000,000 | |||||
Build To Suit Lease Arrangements [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Lease, construction costs | 4,400,000 | |||||
Other long-term liabilities | 4,300,000 | |||||
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 | |||||
Tenant improvements | $ 100,000 | |||||
Lithotripsy Services Business [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Proceeds from sale of business | 3,000,000 | |||||
Future credit of fees incurred in future transactions | $ 1,000,000 | |||||
Subsequent Event | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Settlement amount awarded by arbitrator | $ 1,100,000 | |||||
USMD Hospital at Arlington, L.P. | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Guarantee obligations percentage | 46.40% | |||||
Minimum | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Remaining terms of guarantees | 31 months | |||||
Financial transactions amounts | $ 1,000,000 | |||||
Maximum | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Remaining terms of guarantees | 149 months | |||||
Financial transactions amounts | $ 3,000,000 |
Future Minimum Payments Under S
Future Minimum Payments Under Service Agreements (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Future Minimum Payments 2016 | $ 966 |
Future Minimum Payments 2017 | 846 |
Future Minimum Payments 2018 | 845 |
Future Minimum Payments 2019 | 846 |
Future Minimum Payments 2020 | 741 |
Future Minimum Payments Thereafter | 78 |
Future Minimum Payments Total | $ 4,322 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rent Payments Under Build to Suit Lease (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule Of Capital Leases Future Minimum Payments Receivable [Line Items] | |
2,016 | $ 1,842 |
2,017 | 2,150 |
2,018 | 1,990 |
2,019 | 1,320 |
2,020 | 999 |
Thereafter | 169 |
Total | 8,470 |
Build To Suit Lease Arrangements [Member] | |
Schedule Of Capital Leases Future Minimum Payments Receivable [Line Items] | |
2,016 | 364 |
2,017 | 447 |
2,018 | 461 |
2,019 | 475 |
2,020 | 489 |
Thereafter | 2,816 |
Total | $ 5,052 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Lease Commitments 2016 | $ 14,334 |
Minimum Lease Commitments 2017 | 12,642 |
Minimum Lease Commitments 2018 | 11,612 |
Minimum Lease Commitments 2019 | 10,386 |
Minimum Lease Commitments 2020 | 9,022 |
Minimum Lease Commitments Thereafter | 35,028 |
Minimum Lease Commitments Total | $ 93,024 |
Management and Other Services R
Management and Other Services Revenue and Accounts Receivable (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Management and Other Services Revenue | $ 15,740 | $ 16,277 |
Accounts Receivable | 1,400 | 1,002 |
USMD Hospital at Arlington, L.P. | ||
Related Party Transaction [Line Items] | ||
Management and Other Services Revenue | 11,053 | 10,619 |
Accounts Receivable | 967 | 472 |
USMD Hospital at Fort Worth, L.P. | ||
Related Party Transaction [Line Items] | ||
Management and Other Services Revenue | 3,333 | 3,840 |
Accounts Receivable | 383 | 300 |
Other | ||
Related Party Transaction [Line Items] | ||
Management and Other Services Revenue | 1,354 | 1,818 |
Accounts Receivable | $ 50 | $ 230 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Lithotripsy revenue | $ 21,084 | $ 21,568 |
Rent expense | 18,064 | 15,869 |
USMD Arlington and USMD Fort Worth | ||
Related Party Transaction [Line Items] | ||
Lithotripsy revenue | 2,200 | 2,200 |
USMD Hospital at Arlington, L.P. | ||
Related Party Transaction [Line Items] | ||
Rent expense | $ 1,800 | $ 1,900 |
Medical Services Expense Incurr
Medical Services Expense Incurred and its Related Accounts Payable (Detail) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Medical Services Expense | $ 2,187 | $ 1,085 |
Accounts Payable | 264 | 215 |
USMD Hospital at Arlington, L.P. | ||
Related Party Transaction [Line Items] | ||
Medical Services Expense | 1,757 | 853 |
Accounts Payable | 198 | 162 |
USMD Hospital at Fort Worth, L.P. | ||
Related Party Transaction [Line Items] | ||
Medical Services Expense | 430 | 232 |
Accounts Payable | $ 66 | $ 53 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Non-elective contribution percentage on employees compensation | 3.00% | |
Non-elective contribution vesting period | 2 years | |
Company's contributions to 401(k) plan | $ 2.9 | $ 3.2 |
One-Time Termination Benefits -
One-Time Termination Benefits - Additional Information (Detail) - One-time Termination Benefits $ in Millions | 1 Months Ended |
Sep. 30, 2014USD ($)Employee | |
Related Party Transaction [Line Items] | |
Number of impacted employees by termination | Employee | 75 |
Severance expense | $ | $ 0.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 13, 2016 | Mar. 06, 2016 | Feb. 05, 2016 | Feb. 01, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Stock awards, aggregate grant date fair value | $ 2,979,000 | ||||
Escrow deposit | $ 3,000,000 | ||||
Subsequent Event | Board of Directors | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation, common stock issued | 21,522 | ||||
Share-based compensation, common stock granted at fair value | $ 161,000 | ||||
Subsequent Event | Senior Management And Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock awards, aggregate grant date fair value | $ 110,000 | ||||
Subsequent Event | Granted on March xx [Member] | Senior Management And Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock-based awards, shares granted and issued | 4,447 | ||||
Subsequent Event | Previously granted [Member] | Senior Management And Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation, common stock issued | 6,613 | ||||
Subsequent Event | Lithotripsy Services Business [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from escrowed funds related to sale of business | $ 1,000,000 | ||||
Escrow deposit | $ 2,000,000 | ||||
Subsequent Event | Physician General Surgery Practice [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation, common stock issued | 26,666 | ||||
Share-based compensation, common stock granted at fair value | $ 200,000 |