Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 05, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | USMD | |
Entity Registrant Name | USMD Holdings, Inc. | |
Entity Central Index Key | 1,507,881 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,393,942 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 19,203 | $ 29,593 |
Restricted cash | [1] | 8,730 | 9,727 |
Accounts receivable, net of allowance for doubtful accounts of $4,276 and $2,920 at June 30, 2016 and December 31, 2015, respectively | [1] | 28,429 | 23,176 |
Inventories | [1] | 2,182 | 2,345 |
Deferred tax assets, net | [1] | 6,404 | 6,343 |
Prepaid expenses and other current assets | [1] | 7,083 | 5,086 |
Total current assets | [1] | 72,031 | 76,270 |
Property and equipment, net | [1] | 26,560 | 28,981 |
Investments in nonconsolidated affiliates | [1] | 68,176 | 68,851 |
Goodwill | [1] | 89,856 | 89,856 |
Intangible assets, net | [1] | 13,595 | 14,592 |
Total assets | [1] | 270,218 | 278,550 |
Current liabilities: | |||
Accounts payable | [2] | 11,555 | 7,614 |
Accrued payroll | [2] | 8,303 | 11,336 |
Other accrued liabilities | [2] | 17,508 | 21,388 |
Other current liabilities | [2] | 1,018 | 604 |
Current portion of long-term debt | [2] | 6,960 | 7,121 |
Current portion of related party long-term debt | [2] | 1,863 | |
Current portion of capital lease obligations | [2] | 2,030 | 1,486 |
Total current liabilities | [2] | 49,237 | 49,549 |
Other long-term liabilities | [2] | 10,469 | 10,120 |
Deferred compensation payable | [2] | 3,947 | 4,275 |
Long-term debt, less current portion | [2] | 27,055 | 26,741 |
Related party long-term debt, less current portion | [2] | 13,599 | 15,421 |
Capital lease obligations, less current portion | [2] | 5,387 | 6,049 |
Deferred tax liabilities, net | [2] | 15,245 | 15,281 |
Total liabilities | [2] | 124,939 | 127,436 |
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; 11,393,086 and 11,333,838 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 114 | 113 | |
Additional paid-in capital | 172,104 | 171,269 | |
Accumulated deficit | (27,037) | (20,366) | |
Accumulated other comprehensive loss | (2) | (2) | |
Total USMD Holdings, Inc. stockholders' equity | 145,179 | 151,014 | |
Noncontrolling interests in subsidiaries | 100 | 100 | |
Total equity | 145,279 | 151,114 | |
Total liabilities and equity | $ 270,218 | $ 278,550 | |
[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 $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 996 22 Deferred tax asset 3,581 4,568 Total current assets $ 25,314 $ 20,197 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | ||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 13,245 14,141 Total current liabilities $ 18,349 $ 16,658 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts receivable | $ 4,276 | $ 2,920 | |
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 | 11,393,086 | 11,333,838 | |
Common stock, shares outstanding | 11,393,086 | 11,333,838 | |
Cash and cash equivalents | [1] | $ 19,203 | $ 29,593 |
Accounts receivable | [1] | 28,429 | 23,176 |
Total current assets | [1] | 72,031 | 76,270 |
Accounts payable | [2] | 11,555 | 7,614 |
Other accrued liabilities | [2] | 17,508 | 21,388 |
Total current liabilities | [2] | 49,237 | 49,549 |
Variable Interest Entity, Primary Beneficiary | |||
Cash and cash equivalents | 14,024 | 13,254 | |
Accounts receivable | 6,713 | 2,353 | |
Prepaid expenses | 424 | 22 | |
Deferred tax asset | 4,153 | 4,568 | |
Total current assets | 25,314 | 20,197 | |
Accounts payable | 5,104 | 2,517 | |
Other accrued liabilities | 12,893 | 14,141 | |
Total current liabilities | $ 17,997 | $ 16,658 | |
[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 $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 996 22 Deferred tax asset 3,581 4,568 Total current assets $ 25,314 $ 20,197 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | ||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 13,245 14,141 Total current liabilities $ 18,349 $ 16,658 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Patient service revenue | $ 48,598 | $ 48,367 | $ 98,966 | $ 93,518 |
Provision for doubtful accounts related to patient service revenue | (1,307) | (1,138) | (3,564) | (2,338) |
Net patient service revenue | 47,291 | 47,229 | 95,402 | 91,180 |
Capitated revenue | 28,557 | 24,020 | 56,832 | 47,091 |
Management and other services revenue | 5,925 | 5,181 | 10,929 | 10,249 |
Lithotripsy revenue | 5,411 | 10,267 | ||
Net operating revenue | 81,773 | 81,841 | 163,163 | 158,787 |
Operating expenses: | ||||
Salaries, wages and employee benefits | 41,319 | 42,429 | 83,232 | 83,938 |
Medical services and supplies expense | 30,384 | 25,972 | 56,643 | 51,016 |
Rent expense | 4,245 | 4,108 | 8,698 | 8,164 |
Provision for doubtful accounts | (1) | 14 | 105 | (119) |
Other operating expenses | 10,809 | 10,201 | 21,615 | 20,055 |
Depreciation and amortization | 2,360 | 2,024 | 4,616 | 4,251 |
Total operating expenses | 89,116 | 84,748 | 174,909 | 167,305 |
Loss from operations | (7,343) | (2,907) | (11,746) | (8,518) |
Other income (expense): | ||||
Interest expense, net | (1,120) | (750) | (2,056) | (1,493) |
Equity in income of nonconsolidated affiliates, net | 3,148 | 2,757 | 4,799 | 4,513 |
Other gain (loss) | (144) | 51 | (76) | 51 |
Total other income, net | 1,884 | 2,058 | 2,667 | 3,071 |
Loss before income taxes | (5,459) | (849) | (9,079) | (5,447) |
Benefit for income taxes | (1,424) | (1,184) | (2,408) | (3,203) |
Net income (loss) | (4,035) | 335 | (6,671) | (2,244) |
Less: net income attributable to noncontrolling interests | (2,444) | (4,526) | ||
Net loss attributable to USMD Holdings, Inc. | $ (4,035) | $ (2,109) | $ (6,671) | $ (6,770) |
Loss per share attributable to USMD Holdings, Inc. | ||||
Basic | $ (0.35) | $ (0.20) | $ (0.59) | $ (0.66) |
Diluted | $ (0.35) | $ (0.20) | $ (0.59) | $ (0.66) |
Weighted average common shares outstanding | ||||
Basic | 11,394 | 10,355 | 11,394 | 10,300 |
Diluted | 11,394 | 10,355 | 11,394 | 10,300 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2016 - 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, 2015 | $ 151,114 | $ 113 | $ 171,269 | $ (2) | $ (20,366) | $ 151,014 | $ 100 |
Beginning balance (in shares) at Dec. 31, 2015 | 11,333,838 | 11,334,000 | |||||
Net loss | $ (6,671) | (6,671) | (6,671) | ||||
Share-based payment expense - stock options | 364 | 364 | 364 | ||||
Common stock issued in business combinations | 200 | 200 | 200 | ||||
Common stock issued in business combinations (in shares) | 27,000 | ||||||
Common stock issued for payment of 2015 accrued compensation | 211 | 211 | 211 | ||||
Common stock issued for payment of 2015 accrued compensation (in shares) | 26,000 | ||||||
Common stock issued for payment of accrued liabilities | 61 | $ 1 | 60 | 61 | |||
Common stock issued for payment of accrued liabilities (in shares) | 7,000 | ||||||
Ending balance at Jun. 30, 2016 | $ 145,279 | $ 114 | $ 172,104 | $ (2) | $ (27,037) | $ 145,179 | $ 100 |
Ending balance (in shares) at Jun. 30, 2016 | 11,393,086 | 11,394,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Cash flows from operating activities: | |||
Net loss | $ (6,671) | $ (2,244) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Provision for doubtful accounts | 3,669 | 2,219 | |
Depreciation and amortization | 4,616 | 4,251 | |
Accretion of debt discount and amortization of debt issuance costs | 418 | 364 | |
(Gain) loss on sale or disposal of assets, net | 42 | (18) | |
(Gain) loss on sale of ownership interests in nonconsolidated affiliates | 75 | (51) | |
Equity in income of nonconsolidated affiliates, net | (4,799) | (4,513) | |
Distributions from nonconsolidated affiliates | 5,474 | 5,017 | |
Share-based payment expense | 364 | 1,109 | |
Deferred income tax benefit | (97) | (1,194) | |
Change in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (9,859) | (8,169) | |
Inventories | 163 | 324 | |
Prepaid expenses and other assets | (1,836) | (2,822) | |
Current liabilities | (2,187) | 7,693 | |
Other noncurrent liabilities | 21 | 440 | |
Net cash provided by (used in) operating activities | (10,607) | 2,406 | |
Cash flows from investing activities: | |||
Capital expenditures | (549) | (2,070) | |
Payments received for the sale of ownership interests in nonconsolidated affiliates | 141 | 210 | |
Payments received for the sale of lithotripsy services business | 721 | ||
Proceeds from sale of property and equipment | 13 | 18 | |
Net cash provided by (used in) investing activities | 326 | (1,842) | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 4,350 | ||
Payments on long-term debt and capital lease obligations | (1,106) | (1,279) | |
Proceeds from issuance of related party long-term debt | 700 | ||
Principal payments on related party long-term debt | (347) | ||
Payment of debt issuance costs | (18) | ||
Release of restricted cash | 997 | ||
Distributions to noncontrolling interests | (4,441) | ||
Net cash used in financing activities | (109) | (1,035) | |
Net decrease in cash and cash equivalents | (10,390) | (471) | |
Cash and cash equivalents at beginning of year | 29,593 | [1] | 15,940 |
Cash and cash equivalents at end of period | 19,203 | [1] | 15,469 |
Supplemental non-cash investing and financing information: | |||
Property and equipment acquired through debt or capital lease financing | 687 | 474 | |
Property and equipment acquired on account | 17 | 230 | |
Finance sale of interest in nonconsolidated affiliate with note receivable | 159 | ||
Cash paid for- | |||
Interest, net of related parties | 1,010 | 957 | |
Interest to related parties | 276 | 193 | |
Income tax | 588 | 771 | |
Cash received for - | |||
Cash received for - Income tax refund | 241 | ||
Accrued Unissued Share-Based Compensation | |||
Supplemental non-cash investing and financing information: | |||
Other significant noncash transaction, value of consideration given | 648 | ||
Payment for Liabilities | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | 472 | $ 1,757 | |
Payment for Business Combination | |||
Supplemental non-cash investing and financing information: | |||
Fair value of common stock issued | $ 200 | ||
[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 $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 996 22 Deferred tax asset 3,581 4,568 Total current assets $ 25,314 $ 20,197 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Description of Business, Basis
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements | Note 1 – Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements Description of Business: USMD Holdings, Inc. (“USMD” or the “Company”) is an 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 2). 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. 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 unaudited condensed consolidated financial statements and related notes of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information in this report not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of the Company’s management, are necessary for fair presentation of the condensed consolidated financial statements. The December 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 14, 2016. Certain prior year amounts have been reclassified to conform to current year presentation. The condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates entities in which it or its wholly owned subsidiary is the general partner or managing member and the limited partners or members, respectively, do not have sufficient rights to overcome the presumption of the Company’s control. The Company eliminates all significant intercompany accounts and transactions in consolidation. The Company uses the equity method to account for investments in entities it or its wholly owned subsidiaries do not control, but over which it or its wholly owned subsidiaries have the ability to exercise significant influence. The Company does not consolidate equity method investments, but rather measures them at their initial cost and subsequently adjusts their carrying values through income for the Company’s respective share of earnings or losses during the period. Recently Issued or Adopted Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The provisions of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the update recognized at the date of the initial application along with additional disclosures. ASU 2014-09 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). ASU 2016-12 addresses transition, collectibility, non-cash consideration and the presentation of sales and other similar taxes. ASU 2016-12 does not change the core principles of ASU 2014-09, but rather address implementation issues and is intended to result in more consistent application. ASU 2016-12 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-12 will have on the Company’s consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. ASU 2016-10 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-10 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Reporting Revenue Gross versus Net)” (“ASU 2016-08”). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-08 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update (‘ASU”) No. 2016-09 “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 changes certain aspects of accounting for share-based payment awards to employees, including the accounting for income taxes, application of estimated rates of forfeiture and statutory tax withholding requirements. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. Management is evaluating the impact that adoption of ASU 2016-09 will have on the Company’s consolidated financial statements. 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. The Company adopted ASU 2015-02 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. See Note 3 – Variable Interest 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 In April 2015, the FASB issued ASU No. 2015-05 “Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 addresses accounting for fees paid by a customer in cloud computing arrangements such as (i) software as a service, (ii) platform as a service (iii) infrastructure as a service and (iv) other similar hosting arrangements. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company adopted ASU 2015-05 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. |
Sale of Lithotripsy Services Bu
Sale of Lithotripsy Services Business | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Lithotripsy Services Business | Note 2 – 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 $10.3 million after adjustments for indebtedness, transaction costs and amounts placed into escrow. At June 30, 2016, $2.0 million remains in escrow to satisfy indemnification obligations, which is recorded as restricted cash on the Company’s consolidated balance sheet. The Company resolved working capital true-ups in the second quarter of 2016. For the six months ended June 30, 2015, the pre-tax profit of the Lithotripsy Services business was $6.4 million, inclusive of amounts attributable to noncontrolling interests. For the six months ended June 30, 2015, the pre-tax profit of the Lithotripsy Services business attributable to USMD Holdings, Inc. was $1.6 million. 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. 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 provides lithotripsy services to two equity method investees of the Company. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Note 3 – Variable Interest Entity In connection with the adoption of ASU 2015-02, the Company evaluated all of its investments to determine the investments that meet the definition of a VIE and which of the VIE’s meet the primary beneficiary requirements for consolidation. Non-Consolidated Variable Interest Entities: Metro I Stone Management, Ltd. (“Metro”) is a limited partnership which provides lithotripsy services to the Company’s hospitals and other healthcare entities. The Company is a single limited partner in Metro with a 60% equity interest. The third party general partner owns the remaining 40% partnership interest and has the power to direct all activities of the entity. The Company does not have substantive kick-out rights or substantive participation rights. The Company evaluated its equity interest in Metro to determine if the entity is a VIE. The Company evaluated whether Metro’s equity at risk, as defined by GAAP, is considered to be insufficient to finance its activities without additional support and, whether the holders of the equity lack the characteristics of a controlling financial interest. The Company concluded that Metro is a variable interest entity as our equity interests are non-substantive and therefore, lack the characteristics of a controlling financial interest. In order to determine whether the Company is Metro’s primary beneficiary and therefore would consolidate the variable interest entity, the Company considered whether it has i) the power to direct the activities of Metro that most significantly impact its economic performance and ii) the obligation to absorb losses of Metro that could potentially be significant to it, or the right to receive benefits from Metro that could potentially be significant to it. The Company concluded that the limited partnership is structured such that the Company does not have the power to direct the activities of Metro that most significantly impact its economic performance, and therefore Metro is not consolidated. The carrying value of this investment was $6.5 million as of June 30, 2016 and is included in the condensed consolidated balance sheets as investments in nonconsolidated affiliates. The Company’s maximum exposure to losses correlates to its 60% equity interest. In addition, the Company has not provided any financial support to Metro as of June 30, 2016. Consolidated Variable Interest Entities: 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 a variable interest 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 amounts of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): June 30, 2016 December 31, (unaudited) Current assets: Cash and cash equivalents $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 424 22 Deferred tax asset 4,153 4,568 Total current assets $ 25,314 $ 20,197 Current liabilities: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 12,893 14,141 Total current liabilities $ 17,997 $ 16,658 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 three and six months ended June 30, 2016, WNI-DFW contributed capitated revenue of $28.4 million and $56.7 million, respectively, and income before provision for income taxes of $3.9 million and $10.6 million (after elimination of intercompany transactions), respectively. For the three and six months ended June 30, 2015, WNI-DFW contributed capitated revenue of $24.0 million and $47.1 million, respectively, and income before provision for income taxes of $3.0 million and $6.0 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 incurred but not reported (“IBNR”) medical claims of WNI-DFW. The patient population to which WNI-DFW provides health services has limited medical claims activity from which claims-based actuarial judgments can be made. In addition, the full population is relatively small for precise actuarial determinations. Therefore, in addition to calculating IBNR claims using an actuarial estimate based on historical medical claims activity, management includes an adjustment factor based on broader patient populations deemed to be similar in risk profile to the WNI-DFW managed patient population. If actual results are not consistent with the Company’s estimate, the Company may be exposed to variances in medical services and supplies expense that may be material. At June 30, 2016 and December 31, 2015, the Company has recorded an estimated IBNR liability of $11.5 million and $13.1 million, respectively, which are included in other accrued liabilities. |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Nonconsolidated Affiliates | Note 4 – Investments in Nonconsolidated Affiliates The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands): June 30, 2016 December 31, 2015 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 51,033 46.40% $ 51,872 46.40% USMD Hospital at Fort Worth, L.P. 10,577 30.88% 10,277 30.88% Other 6,566 10%-60% 6,702 10%-60% $ 68,176 $ 68,851 At June 30, 2016, USMD Hospital at Arlington, L.P. (“USMD Arlington”) and USMD Hospital at Fort Worth, L.P. (“USMD Fort Worth”) were significant equity investees, as that term is defined by SEC Regulation S-X Rule 8-03(b)(3). Financial information for USMD Arlington and USMD Forth Worth is as follows (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 USMD Arlington: Revenue $ 26,009 $ 24,738 $ 49,953 $ 46,423 Income from operations $ 6,247 $ 5,961 $ 10,208 $ 10,256 Net income $ 5,837 $ 5,753 $ 8,827 $ 9,209 USMD Fort Worth: Revenue $ 6,181 $ 5,766 $ 12,164 $ 11,506 Income from operations $ 926 $ 382 $ 1,243 $ 792 Net income $ 831 $ 239 $ 1,011 $ 504 |
Patient Service Revenue
Patient Service Revenue | 6 Months Ended |
Jun. 30, 2016 | |
Health Care Organizations [Abstract] | |
Patient Service Revenue | Note 5 – Patient Service Revenue The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Medicare $ 15,510 32.8 % $ 14,888 31.5 % $ 32,420 34.0 % $ 28,419 31.2 % Medicaid 789 1.7 705 1.5 1,562 1.6 1,477 1.6 Managed care and commercial payers 31,129 65.8 31,931 67.6 62,514 65.5 61,946 67.9 Self-pay 1,170 2.5 843 1.8 2,470 2.6 1,676 1.8 Patient service revenue before provision for doubtful accounts 48,598 102.8 48,367 102.4 98,966 103.7 93,518 102.6 Patient service revenue provision for doubtful accounts (1,307 ) (2.8 ) (1,138 ) (2.4 ) (3,564 ) (3.7 ) (2,338 ) (2.6 ) Net patient service revenue $ 47,291 100.0 % $ 47,229 100.0 % $ 95,402 100.0 % $ 91,180 100.0 % Allowance for Doubtful Accounts The allowance for doubtful accounts is based on management’s assessment of the collectability 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 June 30, 2016 and December 31, 2015, the allowance for doubtful accounts was 13.1% and 11.2%, respectively, of accounts receivable. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Provision Write-offs, Balance at $ 2,920 3,564 105 (2,313 ) $ 4,276 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets The components of amortizable intangible assets consist of the following (in thousands): June 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (1,028 ) $ 4,218 $ 5,246 $ (931 ) $ 4,315 Trade names 11,212 (9,643 ) 1,569 11,212 (9,374 ) 1,838 Customer relationships 767 (767 ) — 767 (767 ) — Noncompete agreements 12,632 (4,824 ) 7,808 12,632 (4,193 ) 8,439 $ 29,857 $ (16,262 ) $ 13,595 $ 29,857 $ (15,265 ) $ 14,592 For the three and six months ended June 30, 2016, aggregate amortization expense of intangible assets totaled $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2015, aggregate amortization expense of intangible assets totaled $0.5 million and $1.1 million, respectively. Total estimated amortization expense for the Company’s intangible assets through the end of 2016 and during the next five years is as follows (in thousands): July through December 2016 $ 997 2017 $ 1,993 2018 $ 1,992 2019 $ 1,679 2020 $ 1,423 2021 $ 1,417 |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Note 7 – Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): June 30, 2016 December 31, Accrued payables $ 2,789 $ 4,502 Accrued bonus 1,017 1,949 Other accrued liabilities 733 757 IBNR claims payable 11,521 13,052 Medical claims payable 1,352 793 Income taxes payable 96 335 $ 17,508 $ 21,388 |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Lease Obligations | Note 8 – Long-Term Debt and Capital Lease Obligations Long-term debt and capital lease obligations consist of the following (in thousands): June 30, 2016 December 31, USMD Holdings, Inc.: Credit Agreement: Term loan, net of unamortized debt issuance of $36 and $74 at June 30, 2016 and December 31, 2015, respectively $ 6,714 $ 6,676 Revolving credit facility — — USMD Arlington related party advance, net of unamortized discount and debt issuance costs of $237 and $ 278 at June 30, 2016 and December 31, 2015, respectively 14,761 14,721 Convertible subordinated notes due 2019, net of unamortized discount and debt issuance costs of $2,061 and $2,398 at June 30, 2016 and December 31, 2015, respectively 22,281 21,944 Convertible subordinated notes due 2020 (including $700 related party notes), net of $15 and $17 debt issuance costs at June 30, 2016 and December 31, 2015, respectively 5,035 5,033 Other loans payable 686 909 Capital lease obligations 7,417 7,535 Total long-term debt and capital lease obligations 56,894 56,818 Less: current portion (10,853 ) (8,607 ) Long-term debt and capital lease obligations, less current portion $ 46,041 $ 48,211 Long-Term Debt Maturities Maturities of the Company’s long-term debt at June 30, 2016, excluding unamortized debt discounts, are as follows for the years indicated (in thousands): July through December 2016 $ 6,926 2017 3,910 2018 3,872 2019 28,193 2020 8,891 Thereafter 36 Total $ 51,828 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9 – 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): June 30, 2016 December 31, 2015 Carrying Fair Value Carrying Fair Value Term loan $ 6,714 $ 6,714 $ 6,676 $ 6,676 Convertible subordinated notes due 2019 $ 22,281 $ 21,127 $ 21,944 $ 17,805 Convertible subordinated notes due 2020 $ 5,035 $ 8,135 $ 5,033 $ 4,307 Other loans payable $ 686 $ 624 $ 909 $ 898 At June 30, 2016 and 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. 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. |
Share-Based Payment
Share-Based Payment | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment | Note 10 – 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 June 30, 2016, the Company had 0.5 million shares available for grant under the Equity Compensation Plan. Payments in Common Stock For services rendered in 2015 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 occur on the last day of each quarter for services rendered during that quarter. Shares granted are fully vested, non-forfeitable and granted pursuant to the Equity Compensation Plan. On February 21, 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. Pursuant to the Equity Compensation Plan, on March 4, 2015, in payment of certain compensation accrued at December 31, 2015, the Company granted 4,447 shares of its common stock to a member of senior management. The shares had a grant date fair value of $35,000 and were issued on March 13, 2016. 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 6,613 shares of its common stock with a grant date fair value of $95,000, which were issued on March 13, 2016. On July 22, 2016, the Company issued to one of the consultants 856 previously granted shares of its common stock with an aggregate grant date fair value of $7,000. The Company acquired certain assets of a general surgery practice in 2015 and elected to issue the former owners common stock equal to $200,000 divided by the closing price of the stock on the date of issuance, or 26,666 shares. Shares granted are fully vested and non-forfeitable. The shares were issued on February 5, 2016. |
Earnings (loss) per Share
Earnings (loss) per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Note 11 – Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the Company’s stockholders by the weighted-average number of common shares outstanding during the period, including fully vested common shares that have been granted, but not yet issued. Diluted earnings (loss) per share is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Securities that are potentially dilutive to common shares include outstanding stock options and the convertible subordinated notes. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be antidilutive. Dilutive potential common shares related to stock options are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of stock options are used to purchase common shares at the average market price during the period. Proceeds from the exercise of stock options include the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible. The number of shares remaining represents the potentially dilutive effect of the securities. Stock options are only dilutive to the extent that the average market price of common stock during the period exceeds the exercise price of the options. Dilutive common shares related to the convertible subordinated notes are calculated in accordance with the if-converted method. Under the if-converted method, if dilutive, net income (loss) attributable to the Company’s stockholders is adjusted to add back the amount of after-tax interest charges recognized in the period, including any deemed interest from a beneficial conversion feature, and the convertible subordinated notes are assumed to have been converted with the resulting common shares added to weighted average shares outstanding. These securities are only dilutive to the extent that the after-tax interest charges per common share exceed basic earnings per share. The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share and the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended 2016 2015 2016 2015 Numerator: Net loss attributable to USMD Holdings, Inc. - basic $ (4,035 ) $ (2,109 ) $ (6,671 ) $ (6,770 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — — — Net loss attributable to USMD Holdings, Inc. - diluted $ (4,035 ) $ (2,109 ) $ (6,671 ) $ (6,770 ) Denominator: Weighted-average common shares outstanding 11,394 10,355 11,394 10,300 Effect of potentially dilutive securities: Stock options — — — — Convertible subordinated notes due 2019 — — — — Convertible subordinated notes due 2020 — — — — Weighted-average common shares outstanding assuming dilution 11,394 10,355 11,394 10,300 Loss per share attributable to USMD Holdings, Inc.: Basic $ (0.35 ) $ (0.20 ) $ (0.59 ) $ (0.66 ) Diluted $ (0.35 ) $ (0.20 ) $ (0.59 ) $ (0.66 ) The following table presents the potential shares excluded from the diluted earnings (loss) per share calculation because the effect of including theses potential shares would be antidilutive (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Stock options 799 916 786 916 Convertible subordinated notes due 2019 1,042 1,042 1,042 1,042 Convertible subordinated notes due 2020 461 461 461 461 2,302 2,419 2,289 2,419 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Financial Guarantees As of June 30, 2016, 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 $24.0 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 23 to 143 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 $ 802 2017 885 2018 883 2019 883 2020 756 Thereafter 79 Total $ 4,288 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 three and six months ended June 30, 2016, the Company recognized an aggregate gain on the sale of $31,000 and $100,000, respectively, which is recorded in other gain on the Company’s condensed 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 $0.1 million to $0.7 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. An order confirming the final judgment was entered by the court on March 31, 2016. For the three and six months ended June 30, 2016, the Company recognized revenue of $0.8 million, which is recorded in management and other services revenue on the Company’s condensed consolidated statement of operations. 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 was 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 June 30, 2016, the Company has recorded a $4.4 million financing obligation in other long-term liabilities in the accompanying condensed 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 June 30, 2016, future minimum rent payments under the build-to-suit lease are as follows (in thousands): 2016 $ 218 2017 448 2018 461 2019 475 2020 489 Thereafter 2,816 Total $ 4,907 Operating Lease Commitments As part of its current initiatives, the Company has begun consolidating certain physician clinics into newly leased, larger clinic locations that more effectively centralize and align physicians and ancillary services. In connection with this initiative, the Company has entered into new leases and renewed existing leases of medical office building space. Generally, the Company enters into leases for existing medical office building space or for space in a completed building shell and then constructs normal tenant improvements to meet its needs, subject to landlord approval. The leases provide for tenant improvement allowances to fund the design and construction of the tenant improvements. The Company records improvements to the leased space as leasehold improvements, including the improvements 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. Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): July through December 2016 $ 8,028 2017 13,488 2018 11,739 2019 10,555 2020 9,102 Thereafter 35,060 Total $ 87,972 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions The Company provides management, clinical and support services to various nonconsolidated affiliates in which it has limited partnership or ownership interests. Management and other services revenue and accounts receivable from these entities are as follows (in thousands): Management and Other Services Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 USMD Arlington $ 2,863 $ 2,765 $ 5,634 $ 5,392 USMD Fort Worth 850 815 1,690 1,629 Other equity method investees 573 351 1,065 748 $ 4,286 $ 3,931 $ 8,389 $ 7,769 Accounts Receivable June 30, December 31, USMD Arlington $ 829 $ 967 USMD Fort Worth 446 383 Other equity method investees 236 50 $ 1,511 $ 1,400 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 the three and six months ended June 30, 2015, the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling $0.5 million and $0.9 respectively. The Company leases space from USMD Arlington for certain of its physicians and its Arlington-based cancer treatment center. For the three months ended June 30, 2016 and 2015, the Company recognized rent expense related to USMD Arlington totaling $0.7 million and $0.5 million, respectively. For the six months ended June 30, 2016 and 2015, the Company recognized rent expense related to USMD Arlington totaling $1.3 million and $1.0 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 Expense Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 USMD Arlington $ 491 $ 720 $ 781 $ 1,145 USMD Fort Worth 138 132 245 206 $ 629 $ 852 $ 1,026 $ 1,351 Accounts Payable June 30, December 31, USMD Arlington $ 124 $ 198 USMD Fort Worth 16 66 $ 140 $ 264 |
Description of Business, Basi20
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 2). 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. 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 unaudited condensed consolidated financial statements and related notes of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information in this report not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of the Company’s management, are necessary for fair presentation of the condensed consolidated financial statements. The December 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 14, 2016. Certain prior year amounts have been reclassified to conform to current year presentation. The condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates entities in which it or its wholly owned subsidiary is the general partner or managing member and the limited partners or members, respectively, do not have sufficient rights to overcome the presumption of the Company’s control. The Company eliminates all significant intercompany accounts and transactions in consolidation. The Company uses the equity method to account for investments in entities it or its wholly owned subsidiaries do not control, but over which it or its wholly owned subsidiaries have the ability to exercise significant influence. The Company does not consolidate equity method investments, but rather measures them at their initial cost and subsequently adjusts their carrying values through income for the Company’s respective share of earnings or losses during the period. |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The provisions of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the update recognized at the date of the initial application along with additional disclosures. ASU 2014-09 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). ASU 2016-12 addresses transition, collectibility, non-cash consideration and the presentation of sales and other similar taxes. ASU 2016-12 does not change the core principles of ASU 2014-09, but rather address implementation issues and is intended to result in more consistent application. ASU 2016-12 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-12 will have on the Company’s consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. ASU 2016-10 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-10 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Reporting Revenue Gross versus Net)” (“ASU 2016-08”). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. ASU 2016-08 will be effective for the Company beginning January 1, 2018. Management is evaluating the impact that adoption of ASU 2016-08 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update (‘ASU”) No. 2016-09 “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 changes certain aspects of accounting for share-based payment awards to employees, including the accounting for income taxes, application of estimated rates of forfeiture and statutory tax withholding requirements. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. Management is evaluating the impact that adoption of ASU 2016-09 will have on the Company’s consolidated financial statements. 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. The Company adopted ASU 2015-02 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. See Note 3 – Variable Interest 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 In April 2015, the FASB issued ASU No. 2015-05 “Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 addresses accounting for fees paid by a customer in cloud computing arrangements such as (i) software as a service, (ii) platform as a service (iii) infrastructure as a service and (iv) other similar hosting arrangements. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company adopted ASU 2015-05 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. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Carrying Amounts of Assets and Liabilities of WNI-DFW | The following table summarizes the carrying amounts of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands): June 30, 2016 December 31, (unaudited) Current assets: Cash and cash equivalents $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 424 22 Deferred tax asset 4,153 4,568 Total current assets $ 25,314 $ 20,197 Current liabilities: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 12,893 14,141 Total current liabilities $ 17,997 $ 16,658 |
Investments in Nonconsolidate22
Investments in Nonconsolidated Affiliates (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method | The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands): June 30, 2016 December 31, 2015 Carrying Ownership Carrying Ownership USMD Hospital at Arlington, L.P. $ 51,033 46.40% $ 51,872 46.40% USMD Hospital at Fort Worth, L.P. 10,577 30.88% 10,277 30.88% Other 6,566 10%-60% 6,702 10%-60% $ 68,176 $ 68,851 |
USMD Arlington and USMD Fort Worth | |
Summarized Financial Information for Significant Equity Investees | At June 30, 2016, USMD Hospital at Arlington, L.P. (“USMD Arlington”) and USMD Hospital at Fort Worth, L.P. (“USMD Fort Worth”) were significant equity investees, as that term is defined by SEC Regulation S-X Rule 8-03(b)(3). Financial information for USMD Arlington and USMD Forth Worth is as follows (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 USMD Arlington: Revenue $ 26,009 $ 24,738 $ 49,953 $ 46,423 Income from operations $ 6,247 $ 5,961 $ 10,208 $ 10,256 Net income $ 5,837 $ 5,753 $ 8,827 $ 9,209 USMD Fort Worth: Revenue $ 6,181 $ 5,766 $ 12,164 $ 11,506 Income from operations $ 926 $ 382 $ 1,243 $ 792 Net income $ 831 $ 239 $ 1,011 $ 504 |
Patient Service Revenue (Tables
Patient Service Revenue (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Health Care Organizations [Abstract] | |
Patient Service Revenue | The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Amount Ratio of Net Medicare $ 15,510 32.8 % $ 14,888 31.5 % $ 32,420 34.0 % $ 28,419 31.2 % Medicaid 789 1.7 705 1.5 1,562 1.6 1,477 1.6 Managed care and commercial payers 31,129 65.8 31,931 67.6 62,514 65.5 61,946 67.9 Self-pay 1,170 2.5 843 1.8 2,470 2.6 1,676 1.8 Patient service revenue before provision for doubtful accounts 48,598 102.8 48,367 102.4 98,966 103.7 93,518 102.6 Patient service revenue provision for doubtful accounts (1,307 ) (2.8 ) (1,138 ) (2.4 ) (3,564 ) (3.7 ) (2,338 ) (2.6 ) Net patient service revenue $ 47,291 100.0 % $ 47,229 100.0 % $ 95,402 100.0 % $ 91,180 100.0 % |
Summary of Accounts Receivable Allowance | A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands): Balance at Provision Provision Write-offs, Balance at $ 2,920 3,564 105 (2,313 ) $ 4,276 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Amortizable Intangible Assets | The components of amortizable intangible assets consist of the following (in thousands): June 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Management agreements $ 5,246 $ (1,028 ) $ 4,218 $ 5,246 $ (931 ) $ 4,315 Trade names 11,212 (9,643 ) 1,569 11,212 (9,374 ) 1,838 Customer relationships 767 (767 ) — 767 (767 ) — Noncompete agreements 12,632 (4,824 ) 7,808 12,632 (4,193 ) 8,439 $ 29,857 $ (16,262 ) $ 13,595 $ 29,857 $ (15,265 ) $ 14,592 |
Estimated Amortization Expense for Intangible Assets through End of 2016 and During Next Five Years | Total estimated amortization expense for the Company’s intangible assets through the end of 2016 and during the next five years is as follows (in thousands): July through December 2016 $ 997 2017 $ 1,993 2018 $ 1,992 2019 $ 1,679 2020 $ 1,423 2021 $ 1,417 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consist of the following (in thousands): June 30, 2016 December 31, Accrued payables $ 2,789 $ 4,502 Accrued bonus 1,017 1,949 Other accrued liabilities 733 757 IBNR claims payable 11,521 13,052 Medical claims payable 1,352 793 Income taxes payable 96 335 $ 17,508 $ 21,388 |
Long-Term Debt and Capital Le26
Long-Term Debt and Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Lease Obligations | Long-term debt and capital lease obligations consist of the following (in thousands): June 30, December 31, USMD Holdings, Inc.: Credit Agreement: Term loan, net of unamortized debt issuance of $36 and $74 at June 30, 2016 and December 31, 2015, respectively $ 6,714 $ 6,676 Revolving credit facility — — USMD Arlington related party advance, net of unamortized discount and debt issuance costs of $237 and $278 at June 30, 2016 and December 31, 2015, respectively 14,761 14,721 Convertible subordinated notes due 2019, net of unamortized discount and debt issuance costs of $2,061 and $2,398 at June 30, 2016 and December 31, 2015, respectively 22,281 21,944 Convertible subordinated notes due 2020 (including $700 related party notes), net of $15 and $17 debt issuance costs at June 30, 2016 and December 31, 2015, respectively 5,035 5,033 Other loans payable 686 909 Capital lease obligations 7,417 7,535 Total long-term debt and capital lease obligations 56,894 56,818 Less: current portion (10,853 ) (8,607 ) Long-term debt and capital lease obligations, less current portion $ 46,041 $ 48,211 |
Maturities of Long-Term Debt | Maturities of the Company’s long-term debt at June 30, 2016, excluding unamortized debt discounts, are as follows for the years indicated (in thousands): July through December 2016 $ 6,926 2017 3,910 2018 3,872 2019 28,193 2020 8,891 Thereafter 36 Total $ 51,828 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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): June 30, 2016 December 31, 2015 Carrying Fair Value Carrying Fair Value Term loan $ 6,714 $ 6,714 $ 6,676 $ 6,676 Convertible subordinated notes due 2019 $ 22,281 $ 21,127 $ 21,944 $ 17,805 Convertible subordinated notes due 2020 $ 5,035 $ 8,135 $ 5,033 $ 4,307 Other loans payable $ 686 $ 624 $ 909 $ 898 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings (Loss) Per Share and Computation of Basic and Diluted Earnings (Loss) Per Share | The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share and the computation of basic and diluted earnings (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended 2016 2015 2016 2015 Numerator: Net loss attributable to USMD Holdings, Inc. - basic $ (4,035 ) $ (2,109 ) $ (6,671 ) $ (6,770 ) Effect of potentially dilutive securities: Interest on convertible notes, net of tax — — — — Net loss attributable to USMD Holdings, Inc. - diluted $ (4,035 ) $ (2,109 ) $ (6,671 ) $ (6,770 ) Denominator: Weighted-average common shares outstanding 11,394 10,355 11,394 10,300 Effect of potentially dilutive securities: Stock options — — — — Convertible subordinated notes due 2019 — — — — Convertible subordinated notes due 2020 — — — — Weighted-average common shares outstanding assuming dilution 11,394 10,355 11,394 10,300 Loss per share attributable to USMD Holdings, Inc.: Basic $ (0.35 ) $ (0.20 ) $ (0.59 ) $ (0.66 ) Diluted $ (0.35 ) $ (0.20 ) $ (0.59 ) $ (0.66 ) |
Potential Shares Excluded from Diluted Earnings (Loss) per share Calculation | The following table presents the potential shares excluded from the diluted earnings (loss) per share calculation because the effect of including theses potential shares would be antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options 799 916 786 916 Convertible subordinated notes due 2019 1,042 1,042 1,042 1,042 Convertible subordinated notes due 2020 461 461 461 461 2,302 2,419 2,289 2,419 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 $ 802 2017 885 2018 883 2019 883 2020 756 Thereafter 79 Total $ 4,288 |
Schedule of Future Minimum Rent Payments Under Build to Suit Lease | At June 30, 2016, future minimum rent payments under the build-to-suit lease are as follows (in thousands): 2016 $ 218 2017 448 2018 461 2019 475 2020 489 Thereafter 2,816 Total $ 4,907 |
Schedule of Future Minimum Rental Commitments Under Non- Cancelable Operating Leases | Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands): July through December 2016 $ 8,028 2017 13,488 2018 11,739 2019 10,555 2020 9,102 Thereafter 35,060 Total $ 87,972 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Management and Other Services Revenue /Accounts Receivable and Medical Services Expense /Accounts Payable | Management and other services revenue and accounts receivable from these entities are as follows (in thousands): Management and Other Services Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 USMD Arlington $ 2,863 $ 2,765 $ 5,634 $ 5,392 USMD Fort Worth 850 815 1,690 1,629 Other equity method investees 573 351 1,065 748 $ 4,286 $ 3,931 $ 8,389 $ 7,769 Accounts Receivable June 30, December 31, USMD Arlington $ 829 $ 967 USMD Fort Worth 446 383 Other equity method investees 236 50 $ 1,511 $ 1,400 |
Variable Interest Entity, Primary Beneficiary | |
Management and Other Services Revenue /Accounts Receivable and Medical Services Expense /Accounts Payable | Medical services expense incurred by WNI-DFW with these entities and its related accounts payable are as follows (in thousands: Medical Services Expense Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 USMD Arlington $ 491 $ 720 $ 781 $ 1,145 USMD Fort Worth 138 132 245 206 $ 629 $ 852 $ 1,026 $ 1,351 Accounts Payable June 30, December 31, USMD Arlington $ 124 $ 198 USMD Fort Worth 16 66 $ 140 $ 264 |
Description of Business, Basi31
Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016LabTreatmentCenterFacilityHospitalState | |
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 |
Sale of Lithotripsy Services 32
Sale of Lithotripsy Services Business - Additional Information (Detail) - USD ($) $ in Millions | Dec. 18, 2015 | Jun. 30, 2015 | Jun. 30, 2016 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash received from sale of Lithotripsy Service business | $ 19.8 | ||
Proceeds from sale of Lithotripsy Services business | $ 10.3 | ||
Escrow deposit | $ 2 | ||
Pre-tax profit of Lithotripsy Services business attributable to noncontrolling interests | $ 6.4 | ||
Pre-tax profit of Lithotripsy Services business attributable to USMD Holdings, Inc | $ 1.6 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jan. 31, 2014 | |
Variable Interest Entity [Line Items] | ||||||
Capitated revenue | $ 28,557 | $ 24,020 | $ 56,832 | $ 47,091 | ||
Income before provision for income taxes | (5,459) | (849) | (9,079) | (5,447) | ||
Accrued medical claims IBNR | $ 11,500 | $ 11,500 | $ 13,100 | |||
Metro Medical [Member] | Limited Partner [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership interest by parent | 60.00% | 60.00% | ||||
Metro Medical [Member] | General Partner [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership percentage by third party | 40.00% | 40.00% | ||||
Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Carrying value, non consolidated variable interest entities | $ 6,500 | $ 6,500 | ||||
Advance to WNI-DFW | $ 700 | |||||
Capitated revenue | 28,400 | 24,000 | 56,700 | 47,100 | ||
Income before provision for income taxes | $ 3,900 | $ 3,000 | $ 10,600 | $ 6,000 |
Carrying Amounts of Assets and
Carrying Amounts of Assets and Liabilities of WNI-DFW (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 19,203 | [1] | $ 29,593 | [1] | $ 15,469 | $ 15,940 | |
Accounts receivable | [1] | 28,429 | 23,176 | ||||
Total current assets | [1] | 72,031 | 76,270 | ||||
Current liabilities: | |||||||
Accounts payable | [2] | 11,555 | 7,614 | ||||
Other accrued liabilities | 733 | 757 | |||||
Total current liabilities | [2] | 49,237 | 49,549 | ||||
Variable Interest Entity, Primary Beneficiary | |||||||
Current assets: | |||||||
Cash and cash equivalents | 14,024 | 13,254 | |||||
Accounts receivable | 6,713 | 2,353 | |||||
Prepaid expenses | 424 | 22 | |||||
Deferred tax asset | 4,153 | 4,568 | |||||
Total current assets | 25,314 | 20,197 | |||||
Current liabilities: | |||||||
Accounts payable | 5,104 | 2,517 | |||||
Other accrued liabilities | 12,893 | 14,141 | |||||
Total current liabilities | $ 17,997 | $ 16,658 | |||||
[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 $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 996 22 Deferred tax asset 3,581 4,568 Total current assets $ 25,314 $ 20,197 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. | ||||||
[2] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 13,245 14,141 Total current liabilities $ 18,349 $ 16,658 The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc. |
Net Carrying Values and Ownersh
Net Carrying Values and Ownership Percentages of Nonconsolidated Affiliates Accounted for Under Equity Method (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | [1] | $ 68,176 | $ 68,851 |
USMD Hospital at Arlington, L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 51,033 | $ 51,872 | |
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 | $ 10,577 | $ 10,277 | |
Percentage of wholly owned subsidiary | 30.88% | 30.88% | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 6,566 | $ 6,702 | |
Other | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of wholly owned subsidiary | 10.00% | 10.00% | |
Other | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of wholly owned subsidiary | 60.00% | 60.00% | |
[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 $ 14,024 $ 13,254 Accounts receivable 6,713 2,353 Prepaid expenses 996 22 Deferred tax asset 3,581 4,568 Total current assets $ 25,314 $ 20,197 The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
Summarized Financial Informatio
Summarized Financial Information for Significant Equity Investees (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
USMD Hospital at Arlington, L.P. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 26,009 | $ 24,738 | $ 49,953 | $ 46,423 |
Income from operations | 6,247 | 5,961 | 10,208 | 10,256 |
Net income | 5,837 | 5,753 | 8,827 | 9,209 |
USMD Hospital at Fort Worth, L.P. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 6,181 | 5,766 | 12,164 | 11,506 |
Income from operations | 926 | 382 | 1,243 | 792 |
Net income | $ 831 | $ 239 | $ 1,011 | $ 504 |
Patient Service Revenue (Detail
Patient Service Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Health care organization patient service revenue one | $ 48,598 | $ 48,367 | $ 98,966 | $ 93,518 |
Patient service revenue provision for doubtful accounts, Amount | (1,307) | (1,138) | (3,564) | (2,338) |
Net patient service revenue, Amount | $ 47,291 | $ 47,229 | $ 95,402 | $ 91,180 |
Health care organization patient service revenue percentage | 102.80% | 102.40% | 103.70% | 102.60% |
Patient service revenue provision for doubtful accounts, percentage | (2.80%) | (2.40%) | (3.70%) | (2.60%) |
Net patient service revenue, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Medicare | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Health care organization patient service revenue one | $ 15,510 | $ 14,888 | $ 32,420 | $ 28,419 |
Health care organization patient service revenue percentage | 32.80% | 31.50% | 34.00% | 31.20% |
Medicaid | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Health care organization patient service revenue one | $ 789 | $ 705 | $ 1,562 | $ 1,477 |
Health care organization patient service revenue percentage | 1.70% | 1.50% | 1.60% | 1.60% |
Managed care and commercial payers | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Health care organization patient service revenue one | $ 31,129 | $ 31,931 | $ 62,514 | $ 61,946 |
Health care organization patient service revenue percentage | 65.80% | 67.60% | 65.50% | 67.90% |
Self-pay | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Health care organization patient service revenue one | $ 1,170 | $ 843 | $ 2,470 | $ 1,676 |
Health care organization patient service revenue percentage | 2.50% | 1.80% | 2.60% | 1.80% |
Patient Service Revenue - Addit
Patient Service Revenue - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accounts Receivable, Net [Abstract] | ||
Allowance for doubtful accounts of accounts receivable | 13.10% | 11.20% |
Summary of Accounts Receivable
Summary of Accounts Receivable Allowance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Health Care Organizations [Abstract] | ||||
Beginning balance | $ 2,920 | |||
Provision for Doubtful Accounts Related to Patient Service Revenue | $ 1,307 | $ 1,138 | 3,564 | $ 2,338 |
Provision for Doubtful Accounts | 105 | |||
Recoveries of Bad Debt, Net of Write- offs | (2,313) | |||
Ending balance | $ 4,276 | $ 4,276 |
Components of Amortizable Intan
Components of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29,857 | $ 29,857 |
Accumulated Amortization | (16,262) | (15,265) |
Net Carrying Amount | 13,595 | 14,592 |
Management agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,246 | 5,246 |
Accumulated Amortization | (1,028) | (931) |
Net Carrying Amount | 4,218 | 4,315 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,212 | 11,212 |
Accumulated Amortization | (9,643) | (9,374) |
Net Carrying Amount | 1,569 | 1,838 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 767 | 767 |
Accumulated Amortization | (767) | (767) |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,632 | 12,632 |
Accumulated Amortization | (4,824) | (4,193) |
Net Carrying Amount | $ 7,808 | $ 8,439 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.5 | $ 0.5 | $ 1 | $ 1.1 |
Estimated Amortization Expense
Estimated Amortization Expense for Intangible Assets through End of 2016 and During Next Five Years (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
July through December 2016 | $ 997 |
2,017 | 1,993 |
2,018 | 1,992 |
2,019 | 1,679 |
2,020 | 1,423 |
2,021 | $ 1,417 |
Summary of Other Accrued Liabil
Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Other Accrued Liabilities | |||
Accrued payables | $ 2,789 | $ 4,502 | |
Accrued bonus | 1,017 | 1,949 | |
Other accrued liabilities | 733 | 757 | |
IBNR claims payable | 11,521 | 13,052 | |
Medical claims payable | 1,352 | 793 | |
Income taxes payable | 96 | 335 | |
Other accrued liabilities | [1] | $ 17,508 | $ 21,388 |
[1] | Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of: Accounts payable $ 5,104 $ 2,517 Other accrued liabilities 13,245 14,141 Total current liabilities $ 18,349 $ 16,658 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 Le44
Long-Term Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Long-term Debt Instruments | ||
Less: current portion | $ (10,853) | $ (8,607) |
Long-term debt and capital lease obligations, less current portion | 46,041 | 48,211 |
USMD Holdings | ||
Schedule of Long-term Debt Instruments | ||
Term loan | 6,714 | 6,676 |
Revolving credit facility | 0 | 0 |
Other loans payable | 686 | 909 |
Capital lease obligations | 7,417 | 7,535 |
Total long-term debt and capital lease obligations | 56,894 | 56,818 |
USMD Holdings | USMD Hospital at Arlington, L.P. | ||
Schedule of Long-term Debt Instruments | ||
Related party advance | 14,761 | 14,721 |
USMD Holdings | Convertible Subordinated Notes Due 2019 | ||
Schedule of Long-term Debt Instruments | ||
Convertible subordinated notes | 22,281 | 21,944 |
USMD Holdings | Convertible Subordinated Notes Due 2020 | ||
Schedule of Long-term Debt Instruments | ||
Convertible subordinated notes | $ 5,035 | $ 5,033 |
Long-Term Debt and Capital Le45
Long-Term Debt and Capital Lease Obligations (Parenthetical) (Detail) - USMD Holdings - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance discount | $ 36 | $ 74 |
USMD Hospital at Arlington, L.P. | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance discount | 237 | 278 |
Convertible Subordinated Notes Due 2019 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance discount | 2,061 | 2,398 |
Convertible Subordinated Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Notes payable to related party | 700 | |
Unamortized debt issuance discount | $ 15 | $ 17 |
Maturities of Long-Term Debt (D
Maturities of Long-Term Debt (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
July through December 2016 | $ 6,926 |
2,017 | 3,910 |
2,018 | 3,872 |
2,019 | 28,193 |
2,020 | 8,891 |
Thereafter | 36 |
Total | $ 51,828 |
Carrying Value and Estimated Fa
Carrying Value and Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan | $ 6,714 | $ 6,676 |
Carrying Value | Convertible Subordinated Notes Due 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible subordinated notes | 22,281 | 21,944 |
Carrying Value | Convertible Subordinated Notes Due 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible subordinated notes | 5,035 | 5,033 |
Carrying Value | Notes Payable, Other Payables | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other loans payable | 686 | 909 |
Fair Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 6,714 | 6,676 |
Fair Value | Convertible Subordinated Notes Due 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 21,127 | 17,805 |
Fair Value | Convertible Subordinated Notes Due 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | 8,135 | 4,307 |
Fair Value | Notes Payable, Other Payables | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value | $ 624 | $ 898 |
Share-Based Payment - Additiona
Share-Based Payment - Additional Information (Detail) - USD ($) | Jul. 22, 2016 | Mar. 13, 2016 | Feb. 21, 2016 | Mar. 04, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock fair value | $ 211,000 | |||||
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 | 500,000 | |||||
Stock options, contractual life | 10 years | |||||
Business combination consideration, payable in common stock | $ 200,000 | |||||
Number of equity instruments paid as consideration in the business combination | 26,666 | |||||
USMD Holdings | Senior Management | Equity Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock issued | 4,447 | |||||
Share-based compensation, shares granted | 4,447 | |||||
Share-based compensation, common stock granted at fair value | $ 35,000 | |||||
USMD Holdings | Board of Directors | Equity Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock issued | 21,522 | |||||
Common stock fair value | $ 161,000 | |||||
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 | 6,613 | |||||
Grant date fair value of shares granted to consultant in payment of service rendered | $ 95,000 | |||||
USMD Holdings | Consultant | Equity Compensation Plan | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted to consultant in payment of service rendered | 856 | |||||
Grant date fair value of shares granted to consultant in payment of service rendered | $ 7,000 |
Reconciliation of Numerators an
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings (Loss) Per Share and Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator : | ||||
Net loss attributable to USMD Holdings, Inc. - basic | $ (4,035) | $ (2,109) | $ (6,671) | $ (6,770) |
Interest on convertible notes, net of tax | 0 | 0 | 0 | 0 |
Net loss attributable to USMD Holdings, Inc. - diluted | $ (4,035) | $ (2,109) | $ (6,671) | $ (6,770) |
Denominator : | ||||
Weighted-average common shares outstanding | 11,394 | 10,355 | 11,394 | 10,300 |
Stock options | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 11,394 | 10,355 | 11,394 | 10,300 |
Loss per share attributable to USMD Holdings, Inc.: | ||||
Basic | $ (0.35) | $ (0.20) | $ (0.59) | $ (0.66) |
Diluted | $ (0.35) | $ (0.20) | $ (0.59) | $ (0.66) |
Convertible Subordinated Notes Due 2019 | ||||
Denominator : | ||||
Convertible subordinated notes | 0 | 0 | 0 | 0 |
Convertible Subordinated Notes Due 2020 | ||||
Denominator : | ||||
Convertible subordinated notes | 0 | 0 | 0 | 0 |
Potential Shares Excluded from
Potential Shares Excluded from Diluted Earnings (Loss) per share Calculation (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 2,302 | 2,419 | 2,289 | 2,419 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 799 | 916 | 786 | 916 |
Convertible Subordinated Notes Due 2019 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 1,042 | 1,042 | 1,042 | 1,042 |
Convertible Subordinated Notes Due 2020 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation of Earnings Per Share | 461 | 461 | 461 | 461 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 16, 2016USD ($) | Jan. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)Leases | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |||||
Maximum aggregate payments to pay the obligations due | $ 24,000,000 | $ 24,000,000 | |||
Remaining terms of guarantees, description | The remaining terms of these guarantees range from 23 to 143 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 | $ (75,000) | $ 51,000 | |||
Settlement amount awarded by arbitrator | $ 1,100,000 | ||||
Management and other service revenue | 800,000 | 800,000 | |||
Build To Suit Lease Arrangements [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Lease, construction costs | 4,400,000 | 4,400,000 | |||
Other long-term liabilities | 4,400,000 | 4,400,000 | |||
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 | $ 100,000 | |||
Build To Suit Lease Arrangements [Member] | Building [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Estimated useful lives of assets | 40 years | ||||
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 | ||||
Other gain (loss) [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Gain recognized on sale of subsidiary | $ 31,000 | $ 100,000 | |||
USMD Hospital at Arlington, L.P. | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Guarantee obligations percentage | 46.40% | 46.40% | |||
Minimum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Remaining terms of guarantees | 23 months | ||||
Estimate range of loss | $ 100,000 | $ 100,000 | |||
Financial transactions amounts | 1,000,000 | $ 1,000,000 | |||
Maximum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Remaining terms of guarantees | 143 months | ||||
Estimate range of loss | 700,000 | $ 700,000 | |||
Financial transactions amounts | $ 3,000,000 | $ 3,000,000 |
Future Minimum Payments Under S
Future Minimum Payments Under Service Agreements (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Future Minimum Payments 2016 | $ 802 |
Future Minimum Payments 2017 | 885 |
Future Minimum Payments 2018 | 883 |
Future Minimum Payments 2019 | 883 |
Future Minimum Payments 2020 | 756 |
Future Minimum Payments, Thereafter | 79 |
Future Minimum Payments, Total | $ 4,288 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rent Payments Under Build to Suit Lease (Detail) - Build To Suit Lease Arrangements [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Schedule Of Capital Leases Future Minimum Payments Receivable [Line Items] | |
2,016 | $ 218 |
2,017 | 448 |
2,018 | 461 |
2,019 | 475 |
2,020 | 489 |
Thereafter | 2,816 |
Total | $ 4,907 |
Schedule of Future Minimum Re54
Schedule of Future Minimum Rental Commitments Under Non- Cancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Lease Commitments July through December 2016 | $ 8,028 |
Minimum Lease Commitments 2017 | 13,488 |
Minimum Lease Commitments 2018 | 11,739 |
Minimum Lease Commitments 2019 | 10,555 |
Minimum Lease Commitments 2020 | 9,102 |
Minimum Lease Commitments Thereafter | 35,060 |
Minimum Lease Commitments Total | $ 87,972 |
Management and Other Services R
Management and Other Services Revenue and Accounts Receivable (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | $ 4,286 | $ 3,931 | $ 8,389 | $ 7,769 | |
Accounts Receivable | 1,511 | 1,511 | $ 1,400 | ||
USMD Hospital at Arlington, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 2,863 | 2,765 | 5,634 | 5,392 | |
Accounts Receivable | 829 | 829 | 967 | ||
USMD Hospital at Fort Worth, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 850 | 815 | 1,690 | 1,629 | |
Accounts Receivable | 446 | 446 | 383 | ||
Other | |||||
Related Party Transaction [Line Items] | |||||
Management and Other Services Revenue | 573 | $ 351 | 1,065 | $ 748 | |
Accounts Receivable | $ 236 | $ 236 | $ 50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Lithotripsy revenue | $ 5,411 | $ 10,267 | ||
Rent expense | $ 4,245 | 4,108 | $ 8,698 | 8,164 |
USMD Arlington and USMD Fort Worth | ||||
Related Party Transaction [Line Items] | ||||
Lithotripsy revenue | 500 | 900 | ||
USMD Hospital at Arlington, L.P. | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | $ 700 | $ 500 | $ 1,300 | $ 1,000 |
Medical Services Expense Incurr
Medical Services Expense Incurred and its Related Accounts Payable (Detail) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Medical Services Expense | $ 629 | $ 852 | $ 1,026 | $ 1,351 | |
Accounts Payable | 140 | 140 | $ 264 | ||
USMD Hospital at Arlington, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Medical Services Expense | 491 | 720 | 781 | 1,145 | |
Accounts Payable | 124 | 124 | 198 | ||
USMD Hospital at Fort Worth, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Medical Services Expense | 138 | $ 132 | 245 | $ 206 | |
Accounts Payable | $ 16 | $ 16 | $ 66 |